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

Paul Steep - Scotia Capital Rob Goff - Euro Pacific Canada Kenric Tyghe - Raymond James Aravinda Galappatthige - Canaccord Genuity Colin Moore - Credit Suisse Kevin Lee - Stifel Nicolaus

Good morning. Before beginning the call, we would 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 events, discovery of undisclosed material liabilities and general economic conditions. I will now turn the call over to Ellis Jacob.

Thank you, Pat. Good morning and welcome to our third 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 third quarter results, highlighting some of our accomplishments during the quarter and we’ll conclude with a look at the film slate as we move into the holiday season.

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 the quarter. Once Gord has concluded his remarks, we will hold a question-and-answer period.

Before we get into the third quarter results as many of you know, we recently completed the acquisition of 24 Empire theatres in Atlantic Canada. Subsequent to the quarter end, we realized our vision of making Cineplex a truly national coast-to-coast company with theatres in all 10 provinces.

This provides us with the ability to expand offerings such as seeing cineplex.com to Cineplex Store, the mobile app alternative programming super ticket and other programs across the country. Cineplex now operates 161 theatres and 1,635 screens across the country and remains Canada’s largest theater operator and one of the top motion picture exhibiters in North America.

Moving on to our Q3 results, we experienced a strong quarter with quarterly record results in a number of areas, including an all-time quarterly attendance record of over 19 million guests. We have third quarter records in total revenue which increased 6.1% to $298.4 million; adjusted EBITDA which increased 6.1% to $57.9 million; and concession revenues per patron of $4.81 over the same period in 2012.

A number of summer hits like Despicable Me 2, Monsters U, The Wolverine and We’re The Millers drove our strong box office, which combined with the increased revenues generated from concession and media contributed to strong financial results this quarter. In media, the revenues remained strong and exceeded results from the prior year period by 22.7%.

We focused on generating continued growth in our media business and during the quarter completed our acquisition of EK3 Technologies, which we renamed Cineplex Digital Networks. This market leading digital signage company designs, installs, manages and consults on some of the largest digital merchandizing networks in North America with networks viewed by more than 1.8 billion shoppers annually.

Cineplex Digital Networks contributed $2.6 million to our media revenues for this period. Moving on to theatrical exhibition, from the luxury of VIP cinemas to the immersive experience provided by UltraAVX auditoriums, our premium entertainment offerings are in very high demand among Canadian moviegoers and we continue to experience positive results.

The percentage of box office revenue from premium priced products was 37% this quarter compared to 31.4% in the prior year period. The increase is due to more 3D UltraAVX in IMAX screens as well as VIP auditoriums in the circuit in the current year period.

As of September 30, 2013, circuit offered 50 UltraAVX screens, 633 3D-enabled auditoriums and seven VIP cinemas. In October and subsequent to quarter end we opened up eight VIP cinemas and our newest theatre Cineplex Cinemas Abbotsford and VIP.

Featuring 11 auditoriums this theatre includes three VIP auditoriums a license lounge and an UltraAVX auditorium. In the next few years we have plans to open VIP Cinemas in a number of new and existing locations.

The best example of this is our Toronto VIP strategy which will bring one of our most popular premium experiences to the following GTA locations Cineplex Odeon Queensway Cinemas, Cineplex Cinemas Yonge and Dundas, the shops at Don Mills, the Downtown Markham development in Toronto and Silvercity Yonge-Eglinton Cinemas. Our merchandising business, this was a strong period with quarterly record of $91.5 million in total concession revenue, and as I mentioned earlier third quarter record CPP of $4.81.

We continue to focus on improved menu offerings and promotional programs to drive purchase incidence and transaction values. Alternative program events in the third quarter included strong performances from ethnic film programming, encore presentations from the National Theatre in London, sports programming, concert performances and the classic film series.

During the quarter Cineplex posted its first ever EA Sports NHL ’14 premier tournament at Cineplex Cinemas Younge-Dundas. Fans of the EA Sports NHL franchise were provided an exclusive first opportunity to play one of the most anticipated video games of 2013 live and on the big screen.

Moving on to the loyalty, our SCENE loyalty program surpassed the 5 million member mark during the third quarter adding approximately 300,000 additional members in this quarter alone. This was a great milestone to surpass and we expect continued strong growth in membership given the expansion of the program to Atlantic Canada.

Looking at our interactive business, during the third quarter we have re-launched CineplexStore.com providing customers with a more user-friendly experience including an improved user interface, simplified search, streamline purchase and payment functions and a consistent experience across all device types. Also this quarter, we released our first Super Ticket offerings with Pacific RIM, Smurfs 2 and Jackass 2.

We are very pleased with the results and look forward to adding more films to the line up in the months ahead. Other areas of our interactive business delivered stronger results in the third quarter of 2013.

Cineplex.com registered an 8% increase in page views to 112 million, a 20% increase in unique visits to 10 billion and a 22% increase in the visits to 20 million. Our Cineplex mobile app remains one of the most popular mobile apps in Canada.

As of September 30, 2013, the Cineplex app had been downloaded more than 7.2 million times and recorded more than 185 million app sessions. Cineplex was also an Apple iOS 7 launch partner with the redesigned mobile app which was acclaimed by iTunes as one of the best new apps.

Looking ahead at the film slate for the holiday season, movies like Gravity starring Sandra Bullock and George Clooney and Tom Hanks as Captain Philips started the quarter off low and we are pleased with the film schedule for the balance of the quarter. Key films that we expect to perform well in the fourth quarter include the sequel for The Dark world which opens this weekend and stars Chris Hemsworth, Natalie Portman, and Anthony Hopkins.

Later in the month, we have the highly anticipated second installment of the Hunger Games: Catching Fire which hits theatres November 22. And just in time for the holidays we have the second chapter of The Hobbit: The Desolation of Smaug opening in 3D on December 13.

Finally, we completed the quarter with Anchorman 2: The Legend Continues opening December 20 and Martin Scorsese’s The Wolf of Wall Street starring the Leonardo DiCaprio which opens on Christmas day. Overall this was a strong quarter for Cineplex with good financial results and milestone acquisitions and announcements from many areas of the business.

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

Thanks Ellis. I am pleased to present the third quarter financial results for Cineplex Inc.

For your further reference, our financial statements and MD&A have been filed on SEDAR this morning and are also available on our Investor Relations website at cineplex.com Prior to commentating 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 provide a detailed reconciliation between the previously 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 third quarter, total revenues increased 6.1% to a third quarter record $298.4 million and adjusted EBITDA increased 6.1% to a third quarter record $57.9 million. The results for the quarter were impacted by higher business volumes.

The attendance for the third quarter was $19 million representing the first quarter we actually exceeded 19 million patrons, an increase of 3.6% over the third quarter of 2012. Cineplex’s third quarter box office revenue increased 3.7% to $160.1 million from $162.1 million in the prior year.

Despicable Me 2 was our top film generating 11.9% of our box office revenue followed by The Wolverine, We’re The Millers, Elysium and Pacific Rim. This compares to the third quarter of 2012, where the Dark Knight Rises was our top film of 17.5% of our box office.

Our average ticket price for the quarter stayed flat at $8.84 as compared to the third quarter of 2012. Premium product, including 3D, UltraAVX, VIP and the IMAX product represented 37% of our box office revenue during the third quarter of 2013, as compared to 31.4% in the third quarter of 2012.

The impact of premium-priced product in average ticket price was $0.81 for this quarter as compared to $0.74 in the prior year. Excluding premium product, our average ticket price increased 0.9% to $8.03 from $8.10 primarily due to a higher child/senior attendance mix during the quarter.

Concession revenue increased 6.5% to $91.5 million as a result of the 3.6% attendance increase and the 2.8% increase in the concession revenue per patron to $4.81 matching the quarterly record setting the second quarter of 2013. Branded optimization, expanded offerings and increased visitation at concession led to the continued strong CPP results.

Other revenues for Cineplex were $38.8 million versus the prior year actual of $32.1 million, an increase of $5.7 million or approximately 17.3%. Media revenue represented 71.4% of Q3 2013 total and increased $5.1 million or 22.7% to $27.7 million.

Strong Showtime and digital pre-show revenues were driven by growth within the automotive, electronics and telecommunications sectors. Media revenue includes $2.6 million relating to the results of Cineplex Digital Networks formerly EK3 following the completion of its acquisition on August 30.

Turning briefly to our expense line items, film cost for the quarter came in at 53.4% of box office revenue, which was slightly above the 51.6% recorded in the prior year. Concession costs for Q3 2013 were 21.2% of concession revenue, as compared to 20.8% in the prior year.

Our retention from concession sales or concession margin per patron increased 2.2% during the quarter to $3.79 from $3.71. Other cost of $134.4 million increased $8.1 million or 6.4%.

As detailed in our MD&A and press release, the $134.4 million in other costs is comprised of $46.3 million of theatre occupancy expenses, $73.2 million of other operating expenses and $14.8 million of general and administrative expenses. I will discuss each of these categories separately.

Theatre occupancy expenses were $46.3 million for the quarter versus a prior year actual of $45.9 million, an increase of $0.5 million. Other operating expenses were $72.2 million for the quarter versus a prior year actual of $67.1 million, an increase of $6.2 million.

Major reasons for the increase includes a $1.3 million increase related to new and acquired theaters, a $2.2 million increase from the newly acquired Cineplex Digital Networks, a $0.6 million increase in utility costs, a $0.6 million increase related to 3D royalties and a $0.3 million increase in payroll due to higher business volumes at the theaters. Theatre level payroll costs represented approximately 41.9% of other operating expenses for the quarter, as compared to 44.3% in the prior year.

G&A expenses were $14.8 million for the quarter, which was $1.5 million higher than the prior year in part due to a $1.3 million increase in long-term and short-term incentive program expenses as a result of recent operating and stock performance. Adjusted EBITDA for the quarter was $57.9 million versus a prior year amount of $54.6 million, an increase of 6.1%.

The primary contributors to the EBITDA increase were the increased business volumes. Interest expense of $2.3 million was $0.2 million lower than the prior year amount of $2.5 million, contributing to the decrease was a $0.3 million or 13.8% 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.

This was offset by an increase in non-cash interest due to one month of accretion on the deferred consideration arising from the acquisition of EK3. The company recorded tax expense of $10.6 million during the third quarter of 2013, of which $1.3 million was current tax expense and $9.3 million was deferred.

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

Net CapEx is defined as total capital expenditures net of tenant inducements. Net CapEx for the third quarter was $10.8 million, as compared to $15.3 million in the prior year.

Excluding the planned acquisitions, we expect our full year net CapEx to be approximately $70 million, of this total approximately $25 million will come from maintenance CapEx, $20 million to $25 million from new construction and $20 million to $25 million from CapEx related to additional premium experience rollouts, CapEx with the AMC locations and Empire locations and CapEx related to new initiatives, including our interactive and digital signage initiatives. With respect to the two acquisitions, we closed the EK3 transaction at the end of August and the Empire transaction in October.

Subsequent for the quarter end, we announced we entered internet amended and restated credit agreements increasing our borrowing ability to $500 million, of which $350 million is a revolving facility. Funds under this facility were used to finance the acquisition through the Empire theatres.

In addition, subsequent to the quarter end, we filed a short-term prospectus for the issuance of expectable, convertible and unsecured subordinated debentures. Profits from this issuance will be used to pay down the portion of the debt borrowed to acquire Empire.

Our covenant leverage ratio at the end of the third quarter was 1.846 versus a covenant of 3.5 times and on a pro forma basis including the amounts borrowed to fund the acquisition of the Empire theaters and the convertible debenture offering, our permanent leverage issue would have been 1.56 times. We remained very comfortable with where Cineplex is positioned today.

We have a strong balance sheet with a low leverage ratio and a low payout ratio. We are pleased with the closing of the acquisition of both EK3 and Empire and a new financing structurally have undertaken.

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.

Maybe you could talk just a little bit about the plans and how we should think about the integration timeline, I guess at Empire and where we are sort of going to end up in terms of timing do you get that on to the overall model and then I have got a follow-up?

I think Paul, we have to be careful. We have only been 10 days since we acquired the asset.

So as we did when we put Cineplex and the famous players together we will continue to pursue all of the options we discussed in the call from the perspective of integrating it to a Canada wide program when it relates to seeing alternative programming of digital interfaces, SuperTicket, all of these are opportunities that will start immediately and then we got to continue to look at things like our UltraAVX brands and VIP where possible. So those are things that we will be working on all through the year in 2014.

Great. And then I guess the second one from me, just on the media category, if could you talk to two things, one just progress on sort of building up those new categories of advertisers, how that sort of rolled out this quarter?

And then secondly I guess to Gord on EK3, if there is anything seasonally we should think about with sort of the first quarter of EK3 coming right now or if there is any sort of seasonality on that in the current period? Thanks.

So, on the first part as it relates to media, again, we saw an uptick in our media revenues for the third quarter and that trend continues. We have made the traction with more than the four media buyers from the past when we were focused really in telco and the car companies and also with the government.

And now we have moved away and have also got a lot of the consumer packaged goods business on the screen. And that will continue into the fourth quarter of 2013.

Again last quarter, we had a huge uptick and this quarter again we did, but part of it was a result of the digital business that we acquired.

And Paul, with respect to your question on EK3 seasonality, I mean you have often heard us refer to this business more as an annuity type business and that’s one of the reasons why we like it, it’s a relatively – the revenues would be absolutely less seasonal than the exhibition business as they are typically based on number of screens deployed and locations that are deployed, so absolutely less seasonal than what you had experienced in the exhibition business. And as an example, we have reported one month of revenue in our results and that was $2.6 million, you multiple that by 12, you would be at $31 million.

And if you recall the LTM June numbers when we made the acquisition were roughly $26 million in total revenue.

Perfect. I will pass the line.

Thanks guys.

Thank you.

Good morning and thank you very much for taking my question. In looking at your future obligations at $92.5 million over the next three years, would you characterize those as being front-end loaded relatively evenly paced.

And within that, there were nine theaters and there were 29 VIP, but you talked with the returns you are experiencing but your hurdle return would be on the VIP theaters? Thank you.

So with respect to the timing, the dates of the bills can move from quarter to quarter. So I would say – I characterize those as relatively even with what you provided, the amount over the three years we are getting sort of a $30 million a year number, which is within the range I sort of described within my comments this morning.

With respect to hurdle rates as you know and as I said, our typical hurdle rate on new construction project is roughly 20%. UltraAVX with its lower CapEx tends to exceed that hurdle rate and VIP, especially the standalone VIPs would be more in line with that hurdle rates.

Thank you.

Thanks.

Thank you and good morning.

Good morning.

Why don’t you provide a little more color on the box office per patron recognizing that as you highlighted part of that was sort of the increased sort of attendance, could you sort of speak to how much of that was by design, how much of that was driven by the slate. I think I am just trying to isolate given the increase in premium offerings clearly the drag on the balance was quite material in the quarter?

Yes, you have to remember two of the biggest movies in the quarter were Despicable Me and Monsters and that’s the reason why you saw the average ticket price where it was. And I think Regal had the same situation when they reported their number because of the heavy weighting to the younger demographic films.

Yes, we had basically almost a 4% shift from an adult-based ticket price to a child and senior-based ticket price and it’s almost a $2.50 difference in the average ticket price in those categories. So that’s in essence explained most of the shift it was just a shift within ticket price categories.

It’s great, thank you that certainly clarifies. And then just switching gears to your interactive and the relaunch, if you could sort of speak to how much of that was by design and a planned relaunch with respect to capabilities or otherwise.

And how much of that was a function of the competitive landscape changing and continuing to change fairly quickly, that’s just sort of key route for us the dynamics that play within that interactive space was in the culture and going forward if you would mind?

At the end for us Kenric it’s basically to engage our guests both from the perspective of the buildings they come into the bricks part of our business. And also continued to you have seen as a driver for our interactive business.

And we have a number of initiatives that we put forward including the redesign. Now you can rent movies at the Cineplex web at the site for $2.50 on Tuesdays.

And you can buy movies and store in your Cineplex Locker for a $2.50 reduction on the regular price. So we are very, very competitive and we feel now that as we have continued to build up the SCENE program and we understand the demographics and the people who watch different movies, we can continue to grow the ecommerce business.

Great thank you I will leave it there.

Thank you.

Good morning thanks very much for taking my question. Just with the Empire closing and you think about the Atlantic provinces, can you still talk to the penetration levels of the exhibition business in those provinces with respect compared to the rest of the country.

Is there sort of an opportunity and I know its early days, but is there an opportunity to maybe increase the footprint with additional sites there?

As you know Empire was well in tension in all the Atlantic provinces and there are limited opportunities, our vendor 2 continued to improve the footprint and also to look at their locations to add things like UltraAVX and VIP. So we can continue to do drive higher incidence and better box per person.

Okay and then just moving on to sort of the premium VIP window or the early release window, I know there has been a few select titles there that have been released over the last couple of years, has there been any additional movement on that front I mean do you think those studios wanted to expand on that a little bit more?

The only thing that the studios have done was basically work with us. And on Super Ticket we were the first exhibitor in the world to do Super Ticket.

We stared off with Pacific RIM and added a couple of titles and we said and we will continue to do that. That is the great opportunity to basically combine the movie experience at the theatre with the digital download into your the Cineplex Locker.

So we haven’t seen really a change as far as the studio focus. And as we look at the world the Box Office continues to be a major driver of revenue for the studios.

Okay. And then thanks Ellis and just lastly for Gord just on the working capital outflow in Q3, it’s seasonally a little bit usually high, I just wanted to see if it was just a quarterly fluctuation is anything that we should think about?

No I think if you look at the year-to-date you will see that it’s relatively in line with the prior year, so it’s just really timing within the quarters this year as compared to the other years.

Okay, great. Thanks I will leave it there.

Great thanks. Maybe just circling back on theatre and media specifically, I think some of your U.S.

media peers both for competitive but also opportunistic reasons I think have been playing with the CPMs up a little bit more if we try to penetrate that TV market share. In light of your recent upfront, is that a conservation for yourselves to maybe lower the CPMs with certain sectors to drive additional growth?

Presently, we don’t see a necessity to do that. We have great and valuable offerings for our clients and the agencies and the upfronts actually helps us in the fact that we can pre-book our media coverage for the year ahead rather than going through the different ups and downs by quarter.

But again, the fourth quarter due to the way budgets upset for a number of our clients is usually our heaviest quarter as we have seen in the past from a media perspective.

Great, thank you.

Hi, thank you. This is actually Kevin for Ben.

Just a quick question. I was wondering if you could provide some commentary around what drove the box office outperformance in the quarter as compared to the industry box office benchmark?

Thank you.

Well, it’s really driven by the fact that we got these premium experiences and they help us generate a higher box office per person. And overall box office and the UltraAVX just to keep it in context in the number of movies that were released during the quarter, we in North America have from 10 to a dozen of the top 15 box office numbers for the quarter.

So when a movie comes out, for example, like to use Gravity, we would end up with having 12 of the top 15 grocers. So those are the dollars that help us in Canada when it comes to industry comp.

What works out sometimes is the comparison to the U.S. because of the types of movies that are being released, where we slightly underperformed compared to the U.S.

circuits.

Alright, thank you very much.

Thanks. Good morning.

Gord, just a quick follow-up for you, look cost discipline in terms of your theatre payroll cost is we are certainly impressive in the quarter. Could you sort of speak to how much of that is about sort of better being able to forecast (indiscernible) and demands based on consumer behavior through seeing the loyalty analytics and how much of that is just good sort of execution and cost discipline at a theatre level and any other color on the theatre payroll costs that you are willing to share?

I mean, absolutely, I think the same database obviously gives us some insights to the customer behaviors or the customer expectations. We have also developed some proprietary applications where we might forecast attendance that allows us to start better at the theatre.

And on the last point, I would also make that with once you hit volume, high volume periods is your overall payroll percentage whether it gets considered reaching maximum staffing capacity. So absolutely the efficiency initiatives are really driving some of the benefits and the high volume during the period was also helping.

Great, thanks so much guys. That’s it from me.

Thank you.

Thanks everyone for joining us this morning. On behalf of everyone at Cinplex, I would like to wish you all a very happy and healthy holiday season.

We look forward to speaking with you again during our fourth quarter and year end conference call and the New Year. Thank you.