Reading International Inc

Thank you for joining Reading International's earnings call to discuss our 2023 first quarter results. My name is Andrei Matuchinsky and I am Reading's Executive Vice President of Global Operations. With me are Ellen Cotter, our President and Chief Executive Officer, and Gilbert Ibanez, our Executive Vice President, Chief Financial Officer, and Treasurer. Before we begin the substance of the call, I will run through the usual caveats. In accordance with the safe harbour provision of the Private Securities Litigation Reform Act of 1995, certain matters that will be addressed in this earnings call may constitute forward-looking statements. Such statements are subject to risks, uncertainties and other factors that may cause our actual performance to be materially different from the performance indicated or implied by such statements. Such risk factors are clearly set out in our SEC filings. We undertake no obligation to publicly update or revise any forward-looking statements. In addition, we will discuss non-GAAP financial measures on this call. Reconciliations and definitions of non-GAAP financial measures, which are segment operating income, EBITDA and adjusted EBITDA, are included in our recently issued 2023 first quarter earnings release on the company's website. We have adjusted where applicable the EBITDA items we believe to be external to our business and not reflective of our costs of doing business or results of operations. Such costs include legal expenses relating to extraordinary litigation, and any other items that we can consider to be non-recurring in accordance with the two-year SEC requirement for determining whether an item is non-recurring, infrequent, or unusual in nature. We believe adjusted EBITDA is an important supplemental measure of our performance. In today's call, we also use an industry-accepted financial measure called theater-level cash flow, TLCF. which is theatre level revenue less direct theatre level expenses atp average ticket price is also used and as an accepted industry acronym we will also use a measure referred to as food and beverage spend per patron f and b svp which is a key performance indicator for our cinemas The F&B SPP is calculated by dividing a cinema's revenues generated by food and beverage sales by the number of admissions at that cinema. Please note that our comments are necessarily summary in nature and anything we say is qualified by the more detailed disclosure set forth in our Form 10Q and other filings with the U.S. Securities and Exchange Commission. So with that behind us, I'll turn it over to Ellen, who will review our 2023 first quarter results and discuss our strategy, followed by Gilbert, who will provide a more detailed financial review. Ellen?

Thanks, Andre, and thank you for listening to our call today. We were pleased that our 2023 first quarter results reinforced our view that audiences in the U.S., Australia, and New Zealand will continue to embrace the magic of great movies in a big screen shared environment. Audiences across the world loved Avatar The Way of Water. With a $2.3 billion global box office, this installment of the Avatar franchise has become the third highest grossing film of all time. Other standout first quarter films included the February release of Ant-Man and the Wasp, Quantumania, which has generated over $475 million globally. The March release of Creed III, which has a global box office to date of $274 million. And John Wick Chapter 4, released at the end of the first quarter, has grossed over $421 million globally to date. Not only did The Quarter feature some amazing tentpoles, overall, a greater number of movies were released theatrically than in prior periods. These films, a mix of original movies and franchise favorites, appealed to a variety of audiences. Puss in Boots, The Last Wish continued to attract family audiences. A Man Called Otto, with general appeal to the more sophisticated film goers, as well as Cocaine Bear, a dark action comedy loosely based on a true story, outperformed box office expectations. Magic Mike's Last Dance and 80 for Brady both catered to more mature female-driven audiences. fans of the horror genre were delighted by the release of the original sci-fi horror film megan a film combining the wonders and terrors of artificial intelligence and by the release of another scream franchise film theatrical content was also available for a faith-based audience with the release of lions gates jesus revolution which outperformed expectations in the u.s At $45.8 million, our 2023 first quarter consolidated total revenue represents a 14% increase from the first quarter of 2022 and to 74% of our 2019 first quarter consolidated total revenue. Our operating loss of $7.9 million has improved by 33% compared to the first quarter of 2022. but well behind the $1.3 million operating loss reported in Q1 2019. Our negative EBITDA of $2.8 million has improved by 60% compared to Q1 2022, but well behind the positive $4.8 million of EBITDA reported in Q1 2019. At $42 million, our first quarter 2023 global cinema revenue increased by 12% versus the first quarter of 2022, but represented 72% of 2019's first quarter global cinema revenues. So while we're encouraged that our global cinema operations continue to improve, we recognize that we're not back to pre-pandemic levels, and it will take more time to recover to those levels. Looking at our global real estate division, at $5.1 million, our first quarter real estate revenue increased by 22% compared to the same period in 2022. Decreased by 7% compared to the same period in 2019 when we were still operating Auburn Red Yard in Australia, the Royal George Theatre in Chicago, and the Invercargill property in New Zealand. At $1 million, our first quarter real estate operating income increased by almost 870% compared to the same period in 2022 and represented 87% of the operating income in the first quarter of 2019. Our first quarter global real estate division delivered the highest quarterly operating revenue and income since 2019. The first quarter 2023 represented the first full quarter of rent from Petco, our new retail tenant occupying 42% of the leasable area of 44 Union Square in New York City. And another solid performance from our 75 third party tenant real estate portfolio in Australia and New Zealand. We're pleased with these continued improving results despite serious headwinds facing the company, including foreign exchange. Our results this quarter were negatively impacted by the continued weakening of the Australian and New Zealand dollars against the U.S. dollar by 5.5% and 6.9% respectively. Higher interest rates. Our first quarter interest expense increased by $1 million compared to the first quarter of 2022, despite a reduction in our debt balance. Higher operating expenses due to the highest inflation we've seen in years and labor challenges. As of March 31, 2023, we had cash and cash equivalents of $14.6 million. We had a global debt balance of $213.4 million, which represents a reduction of $2.2 million from December 31, 2022. Our cash balance has reduced primarily to support the operations, pay down debt, and fund certain CapEx investments. To assist our overall liquidity condition, among other steps, we intend to monetize certain real estate assets, assuming our target prices can be achieved. Let's look more closely at our overall global cinema business. Our Q1 2023 global cinema revenue increased by 12% to $42 million versus the first quarter of 2022 and represented 72% of our 2019 first quarter global cinema revenue. This past quarter's global cinema operating loss of $4.6 million improved by 36% versus the first quarter of 2022 when we reported an operating loss of $7.2 million, but was well behind the $2.6 million we generated in the first quarter of 2019. In Q1 2023, 48% of our global cinema revenues were generated in Australia and New Zealand. So this quarter's foreign currency headwinds have negatively impacted our overall reported results. Even taking this into account, the 2023 first quarter did deliver the highest first quarter metrics in terms of cinema revenue and operating income since March of 2020, when most of that quarter's business was pre-pandemic. So while we're pleased our business continues to trend in the right direction, we're not yet back to 2019 levels. I've already touched on some of the standout movies that drove these improved results, but I'll take a minute to highlight the encouraging second quarter films that are continuing our momentum. The April release of Super Mario Brothers movie delivered amazing results and has now become the 10th animated movie to gross over $1 billion globally. The blockbuster hit will be one of 2023's best grossing movies. Air also debuted on the big screen in April and was Amazon's largest theatrical release to date. As of today, the crowd-pleasing Matt Damon-Ben Affleck film has grossed over $87 million globally. We were happy to see an Amazon MGM title do so well, and we're equally happy to hear Amazon confirm its target to have 10 to 12 theatrical releases a year. For the current month, Guardians of the Galaxy Volume 3 debuted on May 5th and has grossed almost $536 million globally as of today. And we expect Disney's Little Mermaid and Fast X and the Fast and Furious franchise to help make this May a strong box office month. In June, we anticipate that audiences will be delighted by a variety of releases such as Spider-Man Across the Spider-Verse, Transformers Rise of the Beast, Pixar's Elemental, DC Comics The Flash, and Disney's Indiana Jones and The Dial of Destiny. And looking further ahead into 2023, July and August should be strong with Tom Cruise returning for Mission Impossible, Dead Reckoning Part 1, and highly anticipated original movies, Barbie from director Greta Gerwig and Oppenheimer from director Chris Nolan. And finally, the 2023 holiday film lineup is also impressive, with The Marvels, Hunger Games' The Ballad of Songbirds and Snakes, Ghostbusters' Afterlife 2, and DC Comics' Aquaman and the Lost Kingdom. Our first quarter 2023 average ticket price, or ATP, which was $12.60 in the US, $14.10 in Australia, and $12.46 in New Zealand, were the highest for any first quarter in each country. These ATP levels reflect Increased ticket prices from our premium large format screens where our global audiences enjoyed Avatar, Ant-Man, Creed III, and John Wick. And higher general admission pricing, taking into account higher costs across all expense categories. But our overall ticket pricing strategy remains set at levels to avoid presenting pricing barriers for our guests. One of the challenges of ticket pricing is the fact that the film rent we pay to the distributors is calculated as a percentage of box office. So we pass on to the distributors a major portion, sometimes over 60% of any ticket price increase. Consequently, I'll discuss later, we're continuing to focus on our FMB and ancillary revenues and ways to control the cost of the entertainment product we exhibit in our theaters. I'll touch now on some of the first quarter achievements and initiatives in each country. First, turning to our U.S. cinemas, our first quarter 2023 U.S. cinema revenue of $21.8 million increased by 25% versus the first quarter of 22 and represents just under 70% of the first quarter of 2019. Our U.S. cinema operating loss of $4.3 million reduced by 32% versus the first quarter of 22 and is the best first quarter income result since Q1 2019. When evaluating these results against 2019, consideration should be given to the fact that in the first quarter 2023, we have 17 less screens compared to the first quarter of 2019, representing a 7% reduction in our U.S. screen count. A couple of recent highlights about our U.S. cinemas. focusing first on our specialty art house space. Our first quarter 2023 box office at the Angelica New York City increased 6% compared to the first quarter of 22 with quality titles like Return to Soul, The Whale, and Woman Talking. Our Free to Join Angelica membership program that launched a year ago in nine theaters has registered almost 65,000 members as of today. Membership as a percentage of overall paid attendance for the nine Angelica locations is currently at 22% for the month of April 2023. The program's continued growth and impact on our specialty cinema circuit is a testament to not only its attractive perks, but also the interest the audience has in theatrical moviegoing and specialty content. During the first quarter, our F&B teams continued to deliver impressive results. Our U.S. Q1 2023 F&B SPP was $7.72, which is impressive in light of the rollout to three additional theaters of our successful half-price Tuesday, where we offer guests not only 50% off tickets, but also 50% off popcorn and chicken tenders. In the first week in May, we soft-launched the sale of our alcohol at Reading Cinemas in Bakersfield and expect to launch liquor sales in Rohnert Park shortly. And we'll be starting alcohol sales at our villages by Angelica Cinema in New York City within the next few weeks. As of today, we're licensed at 100% at theaters in the US, where we intend to operate into the foreseeable future. Demonstrating the success of various initiatives to drive ancillary revenue. While the overall box office is normalizing, our first quarter 2023 other cinema revenue, which includes theater rentals, screen advertising, and service fee income, is our highest first quarter ever. In terms of CapEx, we're in the process of completing the plans for the renovation of our Angelica Film Center in Dallas. We'll be adding recliner seating, a premium screen concept to be known as Angelica Lux, upgrade all the F&B areas, and create a more elegant lobby space. As part of this major renovation, we're also opening our first small format bookstore in the U.S., which will be connected to the theater. This strategic initiative is inspired by our State Cinema in Tasmania and has a much beloved independent bookstore that nicely complements the State Cinema experience for its dedicated clientele. It also complements our endeavors to increase our ancillary revenues and to benefit from our own foot traffic. We expect the renovation at the Angelica Dallas to be completed in early 2024. At this point, we don't expect to close the theater. Rather, we'll renovate certain parts of the cinema and keep other parts open. In the U.S., with the exception of our Angelic at Carmel Mountain and Reading Cinemas at Cal Oaks, all of our California theaters will benefit from renovations. We're currently working with landlords to determine if we can arrive at mutually acceptable lease terms that include landlord renovation funds. We're in the process of closing two cinemas in the U.S., which are either on a month-to-month basis or at the end of their lease terms. We have other cinemas nearing the end of their lease terms, which are currently being reviewed and will be closed if satisfactory new lease terms can't be achieved. Both theaters are currently cash flow negative and in the aggregate represent a noticeable drag on our theater level cash flow. Turning to Australia and New Zealand. Our Q1 2023 Australian cinema revenue of 17.2M dollars increased slightly by 1% versus Q1 2022. But when calculated in local currency, the Australian cinema revenue increased by 7% versus the first quarter of 2022, which was generally in line with the Australian cinema industry. Our Australian cinema operating loss of $125,000 improved by 78% versus the first quarter of 2022. Our first quarter 2023 New Zealand cinema revenue of $3 million increased by 4% versus the first quarter of 2022. But again, when calculated in local currency, the New Zealand cinema revenue increased by 11% versus the first quarter of 2022. And our New Zealand cinema operating loss of $162,000 improved by 50% versus the first quarter of 22. Like our U.S. cinemas, our theaters in Australia and New Zealand continued to show operational improvement. However, this quarter, on a top-line basis, they did not improve to the degree that the U.S. cinemas did. While each of our Australian and New Zealand divisions performed generally in line with their local industries, we believe that the differentiation between the U.S. and our international cinemas had to do with the industry's first quarter movie slate and the lesser appeal of certain films to the Australian and New Zealand audiences compared to the U.S. audiences. Films like Cocaine Bear, Jesus Revolution, and Creed III performed better in the U.S. than they did in our international markets. A couple of recent highlights about our cinemas in Australia and New Zealand. During the first quarter, our teams in Australia and New Zealand delivered the highest first quarter ever F&B SPPs. In Australia it was $7.66 and in New Zealand it was $6.84. Our teams have done a terrific job with clever marketing promotions, including creative movie themed cocktails. Following our fourth quarter 2022 Reading Cinema app launch that facilitates online F&B ordering in Australia and New Zealand, we also added the ability to buy alcohol via the app. This functionality is also available on our website. Through 2023, we'll continue improving the functionality of our Reading Cinemas app by adding features allowing our guests to swap seats after purchase so a group can sit near each other, refund their own tickets, and have a smoother checkout experience. We also recently went fully digital on our loyalty program, eliminating plastic cards, which reduced expenses and our overall environmental impact. In anticipation of our Angelica Film Center launch in Brisbane at South City Square, we'll launch our Angelica Film Center app in Australia in the second quarter of 23. As a sign of our confidence in the business, we continue to add to our cinema pipeline in Australia. On January 13, 2023, we took over an existing six-screen cinema in Armadale, Australia. To date, the cinema has performed in line with other similarly sized theaters that are not newly built or recently renovated. In our view, this theater's operation has been accretive to the overall theater-level cash flow for our Australian circuit. Before the end of 2023, we'll open our first Angelica Film Center in Australia at the beautiful mixed-use development South City Square in Brisbane. It will be a state-of-the-art eight-screen boutique cinema with all recliner seats, a great F&B menu, and a beautifully done lobby and outdoor patio. And a five-screen running cinema in Western Australia at the newly renovated Busselton Central, a regional center that has just invested in an impressive expansion of their center. Our cinema will offer the Busselton community all recliner seating, a Titan Lux, and an elevated F&B menu. Again, in a sign of our board's confidence in the long-term viability of the cinema business, we recently approved the leasing of a new state-of-the-art six-screen cinema in Australia, featuring all reclining seating, two TitanLux screens, and an elevated F&B offer. The leasing of a new state-of-the-art five-screen cinema in New Zealand, featuring all recliner seating, a TitanLux screen, and again, an elevated F&B offer. The capital commitment for each of these new cinemas will not be required for a few years, so will not impact our immediate liquidity requirements and give our circuits the luxury of time to continue to strengthen cash flows. Next, let's turn to our global real estate business. Our company's ability to remain viable during the COVID-19 pandemic was largely driven by our resilient, dual, and diversified business strategy. When our cinemas endured a devastating decrease in cash flows, our real estate operations remained strong. Our diversified strategy allowed us to use our real estate portfolio to offset the decline. As we now navigate a post pandemic world, our real estate business continues to achieve improving results and establish long term value for our stockholders through the continuous improvement and development of our investment and operating properties. Our first quarter 2023 global real estate revenue of $5.1 million increased 22% versus the first quarter in 22. Our Q1 2023 global real estate operating income of $1 million increased by almost 870% from the first quarter of 22 when we had an operating income of $104,000. As I noted earlier, despite our 2021 asset sales of Auburn Redyard, the Royal George Theatre in Chicago, and our Invercargill property in New Zealand, our global real estate division delivered the highest quarterly operating revenue and income since December 2019. the improved first quarter 2023 segment operating results were primarily driven by the first full quarter of rent from petco at 44 union square that did not occur in the same period of the prior year and solid the solid performance of our australian new zealand real estate portfolio which i'll touch on in a minute In the U.S., our first quarter 2023 real estate revenue of $1.6 million increased by $878,000, or 130%, driven by the Petco rental stream that started in Q4 of 22. We expect that Petco, who's occupying 42% of the building's leaseable area, will open their new flagship this second quarter. Looking ahead to our second quarter in the U.S., we're also excited about the May 10th opening of the Empire Strips Back at the Orpheum Theatre in New York City. To date, this fun, crowd-pleasing show has generated promising advance ticket sales. On a U.S. dollar basis, our first quarter 2023 Australian real estate revenue remained flat at $3.1 million compared to last year. In New Zealand, on a U.S. dollar basis, our first quarter 2023 real estate revenue increased by 5% to $374,000. These U.S. dollar reported results do not take into account the foreign currency headwinds that we experienced during the first quarter. A few notes about the quarter's performance of our Australian and New Zealand 75 third-party tenant real estate portfolio. As of March 31st, our third-party occupancy rate remained strong at 96% compared to 90% in the first quarter of 22. Reflecting our improved occupancy rates, our number of third-party tenants increased from 72 in the first quarter of 22 to 75 in the first quarter of 23. Going forward, the portfolio will benefit from the first quarter 23 execution of six new leases and two new lease renewals, which offer our communities a variety of new tenants from F&B to wellness, sports, and retail. Understanding our existing liquidity condition and our upcoming debt requirements, our board recently approved the sale of our office building in Culver City. We've engaged a broker to handle the sale for us. The range of buyers may include groups interested in our company leasing back the office space for a certain term. When our broker's ready to present potential buyers, we'll evaluate each offer and decide which path makes the most sense for our company's long-term viability and for our stockholders. I'll finish by noting that while we still face short-term liquidity challenges, we remain optimistic about our long-term future. our first quarter cinema performance coupled with a promising 2023 film lineup and continuous improvements in customer experience positions our company for success in 23 and beyond. We're equally confident about the potential of our retained real estate assets. We have a diverse portfolio of properties that provide us with substantial opportunities to create long-term value for our stockholders through either redevelopment, financing, or potential sales. That wraps up my business overview for the first quarter of 2023. Before I turn it over to Gilbert for a financial review, again, on behalf of Margaret, our board and myself, we want to extend our sincerest appreciation to the Global Reading team. Your dedication and hard work has been instrumental in sustaining our company through these difficult times. And with that, I'll turn it over to Gilbert.

Thank you, Ellen. Consolidated revenues for the quarter ended March 31st, 2023 increased by 5.6 million to 45.8 million when compared to the same period in the prior year. This increase was primarily driven by strong cinema performance, which was the result of more robust film slate, leading to increased attendance compared to Q1 of 2022. Net loss attributable to Reading International Inc. for the quarter ended March 31st, 2022 decreased by 4.2 million to net loss of 11.1 million when compared to the same period in the prior year. Basic loss per share decreased by 20 cents to a basic loss per share of 50 cents for the quarter ended March 31st, 2020, or March 31st, 2023. compared to the quarter ended March 31st, 2022. These results are due in large part to the increase in our cinema performance in Q1 2023 compared to Q1 2022. Non-segment GMA expenses for the quarter ended March 31st, 2023 decreased by 0.3 million compared to the same period in prior year. For the first quarter of 2023, income tax benefit increased by 0.1 million to 0.5 million compared to the equivalent prior year period. The change between 2023 and 2022 is primarily related to the decrease in reserve for valuation allowance. For the first quarter of 2023, our adjusted EBITDA Joseph DiCarlo, Loss decreased by 4.2 million compared to the same prior year period to a loss of 2.8 million this decrease was primarily the result of stronger cinema operations performance, the rent received from our tenants at our 44 union square property. Joseph DiCarlo, Shifting to cash flow. For the quarter ended March 31, 2023, net cash used in operating activities decreased by 2.5 million to a net cash used up to 11.6 million when compared to the same prior year period. This was driven by an improved cinema operating performance compared to the prior year period and recognition of rental income from our tenants at 44 Union Square property, which did not occur in the same period of prior year. Carlos Ortiz- Cash used in investing activities for the three months ended March 31, 2023 was $1.5 million, a decrease of $0.2 million compared to the same period of prior year. Carlos Ortiz- Cash used in financing activity for the three months ended March 31, 2023 decreased by $0.2 million to $1.4 million due to higher debt repayment in Q1 2022 when compared to Q1 2023. Rene Valladares- Turning now to our financial position, our total assets on March 31 2023 were 560.2 million compared to 587.1 million on December 31 2022. Rene Valladares- This decrease was driven by 15.3 million decrease in cash and cash equivalent by which we funded our ongoing business operations. Rene Valladares- As of March 31 2023. Our total outstanding borrowings were 213.4 million compared to 215.6 million on December 31st, 2022. Our cash and cash equivalent as of March 31st, 2023, were 14.6 million, which includes approximately 10.9 million in U.S., 3 million in Australia, and 0.7 million in New Zealand. Further, to address the impact of COVID-19, on our business, we sought and obtained certain modification to our loan agreement with Bank of America, NAV, and Westpac. These loan modifications include changes to some of the covenant compliance terms and waivers of certain covenant testing periods. We are currently in compliance with our loan covenant as so modified. Today, it has not been necessary for us to seek modifications or waivers with respect to our other loan agreements. as we continue to be in compliance with the terms of such loan agreements without the need for any such modifications or waivers. During the first quarter of 2023, we modified our Bank of America loan, extending the maturity date of the facility to September 4th, 2024, and our CINEMAS 123 term loan was also extended during the first quarter of 2023 and now maturing on July 3rd, 2023. As we continue to focus on preserving our liquidity, no shares were purchased during the quarter ended March 31, 2023, and our stock repurchase program has and will likely continue to take a lower capital allocation priority for the foreseeable future. With that, I will now turn it over to Andre.

Thanks, Gilbert. We've tried to include answers to many of the questions received in the prepared remarks from Ellen and Gilbert, and as a result, we only have a few additional questions and answers that will provide additional insights from management. The first question, does the wage and hour claim settlement involve Reading bearing a higher level of wage costs annually? Is that already reflected in our cinema segment cost structure? Ellen?

In our recent 10Q filing, we reported that the $4 million payments to the plaintiff for the settlement for the wage and hour claim was accrued for in our 2021 cinema segment administrative expense. Going forward, all of the California labor costs are reflected in our cinema segment cost structure. Operating in the state of California generally does carry a higher labor cost than other U.S. markets, both in terms of base wages and regulatory compliance costs.

Thanks, Alan. The next question regards our U.S. cinema turn loan and ask if the payment in kind interest rate being accrued for and part of the current interest expense. If the loan is paid off as its original earlier date and the interest is forgiven, will that be a balloon reversal of interest expense? Is Redding's plan to retire this loan via its updated principal pay down schedule or refinance some remaining balance into longer term U.S. cinema financing? And lastly, given the current variable rate on this loan, do we feel that refinancing will be a similar higher or lower interest rate spreads? Gilbert?

We did not accrue the peak interest. This decision will depend on a number of factors. the resolution of some of which is still uncertain. These factors including without limitation the availability of cash flow from our cinemas over the remaining terms of the loan, interest rates, and the appetite in the financial markets for loans secured by cinema leasehold interest. As to the future interest rates, we believe that there certainly is substantial uncertainty in the marketplace as to the interest rate. The yield curve continues to be inverted, but Fed watchers are split as to whether or not the Fed will continue to push up interest rates. And if they do, the magnitude and timing of such increases. And we expect that lenders, seeing the margins erode, are going to want protections against future increases in the cost of their borrowings. So we are unable to provide meaningful guidance at this time.

Thanks, Gilbert. And lastly, on our deferred rent obligations, of the $9.5 million of deferred rent obligations mentioned in the Q110Q, is that as of March 31st or May 15th filing date? What is the timing for the cash payoff of these amounts? Gilbert, can you handle that as well?

The $9.5 million deferred rent is as of March 31st, 2023. The timing varies from lease to lease. also in our efforts to reduce our cost of occupancy, we are having ongoing conversation with a number of our landlords, some of whom have previously granted rent deferrals. Accordingly, while no assurance can be given, we are endeavoring to further spread out or to otherwise get relief from the payments of these deferrals.

Thanks, Gilbert. So that marks the conclusion of the call. As usual, we appreciate you listening to the call today. Thank you for your attention and wish everyone good health and safety.