Cineplex Inc.

Good day and welcome to the Cineplex Inc. Q1 2020 Analyst Call. Today's conference is being recorded. At this time, I would like to turn the conference over to Ms. Melissa Prasako, Senior Manager of Investor Relations and Communications. Ma'am, please go ahead.

Thank you, Katie. Good morning and welcome. Before I begin, I 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 materials from those expressed in the forward-looking statements. Factors that could cause results to vary include, among other things, the negative impact of COVID-19 pandemic, adverse factors generally encountered in the film exhibition industry, risks associated with other national and world events, discovery of undisclosed material liabilities, and general economic conditions. I will now turn the call over to our President and CEO, Ellis Jacobs.

Thank you, Melissa. Good morning and welcome to Cineplex Inc's first quarter 2020 conference call. We are glad you could join us. Let me start by saying on behalf of all of us, we hope that each of you and your families are safe and healthy. On today's call, we will take a brief look at the first quarter results and the impact of COVID-19, but we'll focus much more on the actions we have taken to manage through this crisis, as well as our reopening plans to safely welcome guests back to our theaters and entertainment venues and ramp up our other businesses. Then, we will look ahead and share how we plan to position the company for its continued success in the future. We will briefly touch on the end of the transaction with the Cineworld Group and our proposed litigation. And at the conclusion of my remarks, our Chief Financial Officer, Gordon Elson, will provide an overview of the financials, specifically focusing on the ongoing impacts of COVID-19 on our Q1 financial statements and Cineworld's repudiation of the arrangement agreement. Following that, we will hold a question and answer period. The social and economic effects of COVID-19 have been widespread and hard-hitting. Like so many other businesses in Canada, as a direct result of the global pandemic, we were required by provincial governments across Canada to temporarily close all of our theaters and location-based entertainment venues on March the 16th. We had a strong start to the first quarter with our total revenue for January and February up approximately 6%. But with the capacity restrictions and mandated closures in March, our first quarter results were impacted by the COVID-19 pandemic, which had a negative effect on our business, resulting in decreases in revenue, operations, and cash flows. Gore will go into more detail shortly, but what I would like to emphasize is the swift action we took to mitigate the negative impact and support the long-term stability of the company. We immediately moved our attention to cash and expense mitigation strategies to ensure that the benefits of minimizing cash burn would be realized through the full period of our closures as well as our reopening. This included temporary layoffs of all hourly employees and voluntary salary reductions by all remaining full-time employees. We reduced all non-essential discretionary operational expenditures such as spending on marketing, travel, and entertainment. We also reduced capital expenditures, implemented a strict review and approval process for all outgoing procurement and payment requests, and continued the suspension of dividends. We also focused on partner support. This included government programs, primarily through the federal government and service level reductions, cessations and abatements from our supplier partners. We also proactively negotiated with our landlord partners for rent relief, including abatements during our closure period and converting fixed rent to variable rent during our ramp-up period until attendance returns to previous levels. Finally, we continued to meet the conditions of the Cineworld Arrangement Agreement until it was repudiated by Cineworld. Since Cineworld's repudiation, we have focused on working with our financial partners to ensure that our long-term liquidity needs are met. While we were able to dramatically reduce our cash burn, we also remain committed to growing and supporting the areas of our business which are not as impacted by the COVID-19 shutdowns. These include Cineplug's digital media, which has been working at full capacity with client work and proposals, I expanded food delivery services through Uber Eats and Skip the Dishes and our online Cineplex store which experienced significant growth as people consume more content from home. We also felt it was important to support the community in such troubling times, which is why, beginning in mid-April, we committed to donating $1 to Foodbanks Canada for every home delivery order that we fulfilled at our theatres and locations of direct rooms across Canada. To date, we have raised over $100,000 to improve access to food for Canadians facing social, economic and health impacts of the COVID-19 pandemic in the short term. During this time of uncertainty, we are focusing on what we can control and are taking prudent action in a variety of areas. We are and will continue to make difficult but necessary decisions to manage through this crisis and position Cineplex for continued success as we begin resuming operations. Shifting gears, I would like to take a moment to speak about the Cineworld transaction. Believe me when I say we share the frustration and disappointment felt by our shareholders at the repudiation of the deal by Cineworld, who purported to terminate the arrangement on June 12. As was communicated in our press release issued later the same day, we believe that Cineworld had no legal basis to terminate the agreement. We believe that Cineworld is, in fact, in breach of the arrangement and attempting to avoid their obligations under the arrangement agreement in light of the COVID-19 pandemic. In terms of timing, we expect to file our statement of claim in the Ontario courts within the next week or so and will disclose publicly when the claim is filed. Unfortunately, we cannot provide much more information at this time. but we are committed to working diligently to advance the legal process and seek to recover all damages available to us based on Cinnabon's breaches of its contractual obligations. Moving to reopening, the day our doors closed over three months ago was the day our team began diligently preparing for their safe reopening. We used that time to carefully re-examine all of our buildings and processes and our past theaters and entertainment venues now begin to reopen. We are implementing an industry-leading program with end-to-end health and safety protocols across the board. Our top priority has always been the health and safety of our employees and guests and ensuring that we can offer a safe, comfortable, and welcoming environment. This is why we are diligently following and implementing all guidelines from public health authorities as well as those put forth by municipal and provincial governments across Canada. We are also working with leading public health and infectious disease experts. Detailed information about all the measures we are putting in place is available on cineplex.com. At a high level, our strategy centers around three key components, enhanced cleaning, reducing capacity to ensure physical distancing and leveraging technology to ease operations and lessen touch points between our employees and guests. First, we are enhancing cleaning practices by using the highest levels of products throughout our theatres with a particular focus on high contact surfaces, restrooms and seats. We're also ensuring our team has the personal protective equipment they need to keep everyone safe. Second, we are implementing physical distancing measures throughout our buildings, including our lobbies, game slows, and food service areas. We are reducing capacity in all auditoriums and launching reserved seating across the entire network which means that seating options will be automatically blocked out to ensure proper physical distancing in every direction between guests. Finally, we are encouraging our guests to purchase their tickets online at cineplex.com or through the Cinepex app for contactless entry. In theaters, we will only be accepting debit and credit payments with the exception of exchanging cash for a Cineplex gift card, which you can do at our concessions counter. We will also be limiting our food offerings to Cineplex's famous popcorn and other cold concessions during our initial reopening. Taking our cues from government, we are also taking a gradual and phased approach to reopening. Each phase will be driven by provincial regulations around public gathering sizes and safety guidelines. The availability of first-run film product, social norms around physical distancing, and attendance levels at theaters and other venues once they have reopened. We are also implementing a number of pricing and marketing strategies to attract our guests and build consumer confidence as the impact of the COVID-19 pandemic subsides. As government restrictions continue to lift across individual provinces, we have already resumed measured operations at the rec room in Winnipeg, Calgary, Edmonton, and Toronto. We were excited to reopen the doors of six theaters in Alberta last Friday and will continue to resume operations at some of our locations in British Columbia, Saskatchewan, Quebec, New Brunswick, Nova Scotia, and Newfoundland on July the 3rd. Of course, things are changing quickly. Late last week, we learned of shifts in the film release schedule with Christopher Nolan's Tenet moving to August the 12th and Disney's release of Mulan moving to August 21st. In this moment, we know we must be flexible and cannot treat these new releases as we would a traditional release pre-COVID-19. As such, we have already adjusted our phased reopening approach. We will limit the number of theaters reopening in certain provinces in July and will continue to monitor our plans as necessary to comply with both provincial health authorities as well as the timing of major studio releases if need be. As we know, July will be a ramp-up period for the industry, so we are welcoming movie lovers back into our buildings with popular releases that missed their full theatrical run at a $5 price point. With travel restrictions still in place and summer vacation plans becoming staycations, we know that Canadians will be looking for affordable entertainment options that are close to home. Looking ahead, theater closures for the past three months have created a strong backlog of titles for the third and fourth quarters, so we anticipate a greater slate later in the year and into 2021. Movie lovers can look forward to films such as A Quiet Place 2, Wonder Woman 1984, Black Widow, No Time to Die, and Top Gun Maverick, among others hitting the big screens. I would like to take a moment to thank and congratulate our theater and location-based entertainment teams across Canada, as well as our field and home office employees who helped with reopening preparations and activations. Entertaining Canadians is what we do best, and we can't wait to get back to doing just that. While it is impossible to predict how long this crisis will last and how significant the impact will be on our business, We know that our guests miss the magic of the big screen and are looking forward to shared experiences with friends and family that cannot be replicated at home. And that's where our theaters and location-based entertainment venues come in. I strongly believe that we will emerge from this challenging time with a renewed sense of community and appreciation of social experiences such as movie-going that has proven to be an integral part of our culture and social fabric for well over a century. Finally, we'd like to thank Mr. Ed Sunshine, who resigned from our board of directors in May, for his dedication, valuable insight, and his support during his tenure with us. We would also like to announce the appointment and return of Ms. Phyllis Yaffe to the board of directors. As many of you may remember, Ms. Yaffe previously served on our board, including as a trustee of Cineplex Galaxy Income Fund from February 2008 to September 2016. Most recently, she served as Canada's Council General in New York from September 2016 to December 2019, and we are delighted to have her back. With Ms. Biafri's reappointment to the board, the directors have elected that she returns to the role of chair and thank Mr. Ian Greenberg for his commitment and service as chair. Mr. Greenberg will continue to serve on the board as a director. Throughout our history, Cineplex has demonstrated its agility and resiliency time and time again, and this time is no different. We have a highly strategic and seasoned senior management team who remains committed to our employees, our shareholders, our partners, and our guests through this time of change and transition. We are taking the necessary steps to navigate these uncertain times and remain steadfast on driving our business forward, reopening our network of theaters and entertainment venues across Canada, driving growth in other businesses and building a strong, well-positioned company for the future. With that, I will pass the call over to Gord.

Thanks, Ellis. I am pleased to present a condensed summary of the first quarter results for Cineplex Inc. and to provide additional detail on the financial impacts of COVID-19 on our operations. For your further reference, our financial statements and MD&A have been filed on CDAR and are also available on our investor relations website at cineplex.com. Our MD&A and earnings press release includes a full narrative on the operational results, so I will just focus on highlighting and quantifying some of the more unusual items, including Cineworld's repudiation of the arrangement transaction and the impacts of the ongoing effects of COVID-19 on our Q1 financial statements. The COVID-19 pandemic had a material negative impact on all aspects of Cineplex's businesses, resulting in material decreases in revenue, results of operations and cash flows for Q1 2020. As Ellis mentioned, we were off to a good start with our total revenues up approximately 6% for the first two months of 2020. But with capacity restrictions and mandated closures in our exhibition and LBE businesses in the month of March, our total revenue for Q1 ended up down 22.4%, and this impacted all other financial metrics. Although COVID-19 material impacted our exhibition and LBE businesses, we were pleased to report record Q1 results in our digital place-based media business and growth in our digital commerce and food delivery businesses, demonstrating that our diversification strategy has continued to serve us well. I now want to provide additional commentary on some of the unusual items in our Q1 financial statements. I would like to start with the $173.1 million impairment charge we recorded in Q1. This $173.1 million charge is broken down as follows. $88.5 million related to goodwill, $50.6 million related to rights of use assets, and $33.9 million related to property, equipment, and resales. In addition, a deferred asset of $34.4 million was set up related to this charge. There are a number of nuances related to this charge that are important to understand, and I would suggest that the magnitude and comparability of this charge against our peers and other issuers is subject to understanding these nuances. The items I want to discuss are the timing of filing versus the date of the financials, US GAAP versus IFRS, quarterly versus semiannual reporting, IFRS 16 impacts, market views including stock price, and finally the potential reversal of impairment charges. The triggering event for the impairment analysis was obviously COVID-19 and the effective date for the testing was the balance sheet dates. Similar to others, the issuer is required to assess the impacts of COVID-19 on the recoverability of its net assets as compared to their carrying value. The recoverable amount of the assets is determined by their fair value, which Cineplex calculates using projected future cash flows beginning from the date of the balance sheet. In other words, March 31st, and using the best available information as of the filing date, which in our case is June 29th. This is an important one. The view a number of months ago was that COVID-19 closures would be shorter and the return to normal would be quick, and thus filers who released their Q1 financial statements earlier may have underestimated the ultimate impact of COVID-19. Given our current knowledge, we know that the impacts have been more severe, and thus we are reflecting this knowledge in our Q1 results. Given the testing date, is the balance sheet date of March 31st, we need to include the known negative impacts in Q2 during the closure period and also through the reopening period in Q3 in our future cash flow analysis. These negative impacts are included in our impairment analysis despite the fact that they would theoretically reverse all other outlooks and assumptions equal by our next testing date. As a result of this, it is important to consider our charge versus other filers who filed financial earlier. One of the key differences between US GAAP and IFRS is that the initial test for impairment is an undiscounted cash flow analysis for US GAAP as opposed to a discounted cash flow analysis for IFRS. As such, the near-term losses during the closure period have a much more significant effect under IFRS than US GAAP. In this regard, it is difficult to compare our charge versus our US peers. As we look to our European peers reporting under IFRS, one must also consider the timing of reporting. Given our quarterly reporting and impairment testing trigger date of March 31st, we were required to include the full impact of the Q2 losses during the closure period in our testing. If you report on a semi-annual basis and have a first half reporting period of June 30th, then you would benefit by not having to include these near-term losses in your impairment calculation. Thus, it is difficult to compare our Q1 charge versus others that adopt semi-annual reporting. Next, I would like to focus on the impacts of the recently adopted IFRS 16 and the fact that we are in a business with long-term leases. On adoption of IFRS 16 in 2019, the right of use assets were setting up using a weighted average discount rate of approximately 3.5%, the incremental cost of borrowing at that time. At December 31, 2019, the net book value of right of use assets was $1.2 billion. We are now testing impairment using discount rates of between 9% and 11.9%, and have an effective mismatch in discount rates between the assets and cash flows, which is impacting the impairment analysis. In addition to the above items, we need to reconcile our overall analysis to market views, which includes consideration of the current stock price and future stock price estimates. Given the market uncertainty and significant decline in our stock price, this has also negatively impacted our overall impairment analysis. And my last comment is related to the potential reversal of procurement charges. We will continue to evaluate our projections as more certainty regarding the impacts of COVID-19 become known, and we will refine our estimates. But we do know that once we reassess at year end, that the near-term impacts of the Q2 mandated closure and estimated Q3 reopening period will be behind us. And this could lead to a reversal of these impacts assuming no other changes in estimates or assumptions. My apologies for the long commentary on the nuances with the impairment charge standards, but I wanted to stress that the comparability and calculation of this item is based on a number of factors that need to be understood before coming to any conclusion on this matter, and in particular, when comparing this to other filers. My next comment is with respect to the going concern reference in the financial statements. Cineplex continued to act within the terms of the arrangement agreement, and it wasn't until Cineworld repudiated the deal on June 12, 2020, that Cineplex could actively plan and discuss liquidity matters with third parties. Since June 12, Cineplex has entered into a credit facility amendment, which we announced yesterday after market close, that provides for the immediate suspension of covenant testing, which can be extended through Q2 and Q3 upon a mandatory permanent repayment of $100 million of our credit facility from the proceeds of a minimum $250 million financing by August 31st. CitiFlex will explore financing options and potential asset sales, but as of the date of our filing yesterday, there is no confirmed event, and as such, there is no certainty, and accordingly, we have included the going concern language in our financial statements. As our peers and others have had successful financing events, we are confident that we will be able to deliver on this requirement prior to August 31st, and as such, the going concern note would no longer be required, assuming no other changes to the future outlook. My final comment on Q1 is with respect to the impact of the repudiation of the Cineworld transaction on our Q1 results. The Q4 2019 results were based on the assumption that the Cineworld transaction would close in 2020. Following the repudiation on June 12th, we adjusted certain items in Q1 2020. The most significant item is that we have reversed the accelerated vesting rates on certain stock-based compensation items, which would have occurred if the transaction closed. This and the stock price decline were the key contributors to the approximate $14.8 million reduction in LTIP and auction plan expenses during Q1. We continued to incur transaction costs of approximately $1.3 million. And lastly, we ceased hedge accounting in Q4 on the presumed early repayment of debt on the transaction close. and this has contributed to the increase in non-cash interest charges of $9.9 million in Q1 2020. All of the above items I've discussed have had a material impact on our Q1 financial statements. Now let's move forward and spend some time talking about the impacts of COVID-19 in Q2 and some of our remediation initiatives. First, I would like to talk about our debt balance. As of March 31, 2020, our total borrowing under the credit facility was $665 million, and as of June 29, 2020, it was $664 million. So our net borrowing decreased during the closure period. How did we do this? Ellis has provided some commentary on our key initiatives, but let me provide some additional color. First, not all of our businesses were impacted by the mandated closures. We were able to continue to operate our digital place-based media business and our digital commerce and food delivery businesses. From a payroll perspective, on closure we immediately initiated temporary layoffs and reduced full-time employee salaries across the board by agreement with the employees. These were voluntary permanent reductions and not deferrals. We reviewed and applied for government subsidy programs where available, including the Canada Emergency Wage Subsidy. As a result of these various initiatives, we were able to materially reduce our payroll costs during the second quarter. We continue to maintain strong communication channels and work with our landlord partners in identifying opportunities for relief during these unprecedented times. Our focus has been on working with them to identify opportunities for abatements during the closure period, to convert fixed components of rent to variable rent during the reopening period, and to jointly look for other opportunities under our existing lease agreements. We have been very successful in this regard to date and appreciate the strong relationships and support we have built and maintained with our landlords during our history. While we are still in the process of finalizing some of these initiatives and the accounting for any amendments is more complex under IFRS 16, I am pleased to share that we expect to have material reductions in cash payments related to occupancy costs during the closure period. With respect to other supplier partners and expense control, we put in place immediate expense and CapEx curtailment programs during the closure period and worked with our supplier partners to provide elements of relief including cessation or reduced amounts of contractual services and payment deferrals. We expect that on a going forward basis, our growth CapEx will be curtailed and I will detail more on this later. In addition, we focused on managing our working capital to ensure that we were optimizing our cash position. As a result of the above and other key initiatives, we were able to remain in a relatively debt neutral position during the second quarter and also provide for benefits which will extend into the recovery period. Although we were effectively debt neutral during the quarter, operationally we did have an effective cash burn rate of approximately $15 to $20 million a month before the impact of working capital initiatives supported in particular by the focus strategies on the collection of outstanding receivable balance. As we look ahead, we continue to focus on our reopening plans and continuing to explore opportunities for further cost reduction and value creation. As we consider liquidity, we had eliminated the monthly dividend as part of the arrangement agreement and do not expect to restart paying a dividend again in the near future. In addition, we are looking to bring CapEx down to approximately $50 million for the next 12 months. from our previously estimated run rate of approximately $150 million. These two initiatives alone will preserve approximately $200 million in cash. We will continue to explore appropriate financing and further opportunities to drive value. We are as disappointed as you are by Cineworld's repudiation of the transaction, but are fully committed to preserve our legal rights under that deal and expect to file our statement of claim in the near term. In addition to all the above matters, we will continue to work on behalf of our shareholders to deliver value in the future. That concludes our remarks for this morning, and we'd now like to turn the call over to the conference operator for any questions.

Thank you, sir. If you'd like to ask a question, please signal by pressing star 1 on your telephone keypad. If you're using a speakerphone, please make sure your mute function is turned off to allow your signal to reach our equipment. Again, please press star one to ask a question. We'll pause for just a moment to allow everyone the opportunity to signal for questions. Our first question will come from Jeff Fan with Scotiabank.

Thank you. Good morning. Good to hear from both of you and hope you're both staying well. I got a couple of kind of housekeeping clarification questions and one on the film release schedule. Just on the housekeeping and clarifications, regarding the fourth quarter 2020 covenant with leverage at 3.75 times, can you just clarify the mechanics of how that will be calculated? Because in the release, you talk about annualized adjusted EBITDA. So I just want to understand the mechanics on how to calculate that. The second one is just on your impairment test disclosure, And thanks, Gord, for all the clarifications on that. But just one final point. In your disclosure, you talk about EBITDAO growth estimate ranges in your assumptions of minus 4% to plus 40% between the second half 2020 to 2024. I guess I want to get your sense of how that range was arrived. and whether that's a quarterly or an annual EBITDA, and just comment on the minus 4%, because that certainly is probably better than what many people are estimating. And then just the final question, bigger picture, regarding the film release versus the U.S. Seeing that the U.S. cases are still going up, and that might stall some of the reopening plans in the States for the film releases, Is it possible, and this question is probably for Alice, to negotiate early release schedule for Canada ahead of the U.S.? I know this probably hasn't been done in the past, but I think we all can agree that we're in unprecedented times and lots of things have happened in the last three months that we've never seen before. So just wanted to hear if there's any possibility of that. Thanks.

So Jeff has scored. I will take the first housekeeping questions and then we'll chat about the film release. So first of all, with respect to the Q4 covenant calculation and how we will annualize it, in essence it will be as typically we'll take the Q4 results, we'll adjust out for any non-recurring type items during that quarter and annualize the results based on that quarter's activities. So we will no longer We will no longer include the Q2 and Q3 results. It'll be based on an annualized Q4 result. With respect to the range of growth estimates and with respect to the impairment testing, obviously we looked at business by business and we drilled down into the EBITDA ranges. We ran a number of sensitivity analysis under different scenarios. We probability weighted all those scenarios to come up with the overall impairment test. And so those were the ranges of EBITDA caters that we developed during that period, taking into account any mitigation strategies and any growth opportunities that we had in those businesses. And now I'll turn it over to Ellis to take the film question.

Yes, Jeff. As you've seen, the slate continues to move depending on what is happening. south of us and we are fortunate that both Tennant and Mulan are in the month of August and there are other movies like Unhinged that are also opening within that period. And then we've got a whole slew of films taking us through to the end of the year. But we have been talking to studios. The challenge is it's very, very difficult for them to release a movie in specific countries when they look at the box office for the whole world to deliver for their new movies. So yes, we are very conscious and I know in the U.S. at this point in time as part of the National Association of Theater Owners, we've got over 40 states that are now permitted movie theaters to open, but there are key states like New York, New Jersey, and certain parts of California that we are still working on, but it will all depend on what happens as it relates to the number of cases in these jurisdictions. So we have a strong hope, and we opened our first number of theaters in Alberta this past weekend, so we are slowly growing towards making sure that we have our theaters available for the re-openings in August.

Okay, thank you both.

Thanks, Jeff.

Thank you. Our next question comes from Derek Lessard with TD Securities.

Yeah, good morning, everyone.

Good morning, Derek. Good morning.

Seems we have lost Derek, so we will move on to our next question. Our next question comes from Aravinda Galapatige with Canaccord Genuity.

Good morning. Thanks for taking my questions. Hope you guys are doing well. My first question relates to cash burn. Gordon, I think you provided some really helpful color with respect to Q2. But obviously, when we think of sort of the ramp-up process, it'll take many months to sort of get back towards sort of more normalized levels. Can you help us understand sort of the flexibility of the model given the changes that have been affected You know, at an end level, I'm trying to get a sense of, you know, where that break-even points would be in terms of attendance and in terms of occupancy. I realize that's a tough number to provide, but any kind of color around how sort of the model would work as you kind of ramp up and what cash burn could look like. And secondly, I was wondering if you could provide a little bit more insight as to sort of your financing options. I know the $250 million minimum that has been cited in the credit agreement.

Sure, Aravinda. And so with respect to your first question, I would say that, you know, as we discussed, we've taken great efforts and to look for opportunities to reduce and mitigate costs as we look forward. I would say that our two largest sort of opportunities relatively fixed costs or semi-fixed costs, our rent costs and our payroll costs. Obviously, food costs and film costs are totally variable. With respect to those two items, I want to make some comments on those. The first is with respect to payroll. We've been able to materially reduce our payroll expense during the closure periods and we will during the reopening periods as the Canadian Emergency Wage Subsidy becomes available. That subsidy is in place currently until the end of August, so we will benefit from that through the reopening period for the next two months. If that subsidy were to extend further, then that would provide us other opportunities going forward. The other comment that I made during my prepared remarks was that we've continued to maintain strong relationships with our landlord partners As we look to renegotiate and look at our terms going forward is during this period we have worked together and are looking to convert fixed rent to variable rents during our reopening phase. We're still in the process of finalizing a number of those, but we've been very successful to date. Again, that will mitigate some of the cash burns. You know, what we would expect is that during the reopening period is we were able to reduce the amount of cash burn rates that we had during the closure period, obviously. Part of that will be based on continuation of any wage subsidies and finalization of agreements with landlords. The other question was with respect to financing options, and when we look at financing options, obviously we're exploring everything that is available to us, including potential asset sales, and we'll probably have more to report on that later.

Thank you, and just a quick follow-up for for Ellis. Going back to the film slate, obviously the performance of 2021 is very significant to the Cineplex story as it is for the other theatrical businesses. You know, it looks on paper to be a very good slate, particularly in the second half of the year. Ellis, do you have any insight as to sort of the principal photography on these movies, particularly the big ones coming up like Batman, Spider-Man, Avatar? Is that... Do you know if that's sort of on hold because of COVID-19 conditions, particularly in the U.S., and would need to be sort of pushed out to 2022 or any kind of early news on that that you can share? And I'll pass the line from there. Thank you.

Yeah, and a lot of the movies in 2021 look extremely strong, and a number of them have moved over from 2020, so those movies will definitely be there. You know, we have Fast and Furious, then you've got Jurassic World, Minions, there are a whole bunch of movies, Space Jam 2, The Suicide Squad. batman as you mentioned so i think 2021 uh given our revamped mission impossible there's godzilla versus kong ghostbusters there's a strong strong slate in 2021 and most of those movies are pretty far down the road from a production perspective and it all depends on how long the covid 19 continues because uh some of the work is not being done in particular places as impacted as other, you know, filming locations. So I think 2021 will be a very strong year for us going forward.

Thank you.

Thank you. We have Derek Lazaro with TD Securities back on the line. Sir, please go ahead.

Yeah, thanks, guys. Sorry about that. Seems like I got dropped, and I apologize if it's been answered. But I was wondering, for the required $250 million wage, is there any limits on the new agreement on whether this could be equity or debt?

Yeah, so as I said earlier, we're going to explore kind of all options that are available to us. including asset sales, you know, as we go through this process. So in terms of liquidity, what we want to do is ensure that shareholders are comfortable, that we're going to have our, you know, adequate resources in place to continue to execute our strategic plan throughout 2021. Okay.

And Susan, I guess on... on that plan. I think one of the conditions or requirements of the amended facility was limited growth capex. Number one, I guess I just want to say, did you say $50 million versus $150 million or $15 million?

Yeah, no, 5-0. And then we kind of followed up to say that we would typically run at around $150 million, so that's a $100 million reduction in the near term in growth capex. Our maintenance, sorry, in total capex, our maintenance capex is typically about $30 million. So, yeah, so we'll look in the near term to invest about $50 million in total capex.

Okay. Thanks for that. And I guess I was wondering if you could talk about how this pertains to some of the initiatives that you had going on before the scenario transaction and more specifically to the rec room and Topgolf.

So, look, Derek, I would say, you know, obviously there's a little bit of a slowdown, but I think it's prudent for us to actually, this is a triggering event in the retail landscape. And this is not necessarily about us as a company, this is about the retail destination of the future. And there's going to be significant impacts to landlords and how those destinations are going to be how those destinations are going to exist in the future. So although we're slowing it down, I think it's prudent because I think there's going to be more opportunities in the future and we're going to be prepared to take advantage of those opportunities.

Okay, and I guess one final one for me before I re-queue. Just on the P1AEG, I was just wondering if the route locations have opened up or was this business essentially zero for Q2 as well?

No, there's obviously ongoing business there, and the rep businesses have, you know, because there's a fair large percentage of the business in the U.S., and so we have reopened in the U.S. So, yeah, I mean, look, the business was impacted, but not as impacted as the mandated closures from the theater perspective.

Okay. Thanks, everyone. Thank you.

Thank you. Our next question comes from Adam Shine with National Bank Financial.

Thanks a lot. Good morning. Hope all is well. Alice, a lot of flip-flopping going on stateside, or at least maybe one flip or one flop vis-a-vis mandating masks. You guys have chosen not to mandate masks. Any particular reason why?

Adam, we are going to be handing out masks and we are encouraging people to wear them. And we are following the local guidelines that the government is putting forward. And we feel when people are in places where they are in close proximity, they should be wearing their masks. And that's what we are going to be doing as a company all across the country. So to us, it's important that we keep physical distancing in place and that we do all the things we need to keep the environment safe for our employees and our guests. And that's what our goal is. So when you are in the hallways, in the washrooms, we encourage you to wear your mask. And that's going to be what we're going to be asking people to do. as they walk through the theater?

I'll ask this a bit carefully because I know obviously the ICA process is a very private one. But, you know, I think one could argue that they did not serve you well in regards to the timing of what transpired here, COVID. It did not help, of course, but can you speak at all to what exactly transpired on the file that seemed to lack much urgency during its first 75 days and, in theory, could have avoided what transpired, I guess, after mid-March?

Look, in honesty, I don't want to get into a question of legal strategy. However, the application for the ICA approval was brought by Cineworld, and it was up to them to direct the process. We used all of our authority under the arrangement agreement to push that process forward, and basically Cineworld did not move it forward in the speed that we anticipated would happen. and would have resulted in the transaction closing earlier.

Okay. And maybe one for you, Gord. When we look to what transpired with the disclosures around the lenders and the provision of covenant relief, albeit with the conditions, you know, Is there something here that the lenders are particularly concerned about in the context, obviously, of what they see in the Q2, which otherwise looks a bit more benign, right, in terms of how you've presented clearly very good controls that you put in place? with respect to where the balance sheet actually sits at the end of June. But it looks as though they put the screws to you a little bit tighter than what we've necessarily seen among some of your peers. Some of that perhaps might be a bit of a timing factor where the other guys were able to move a little bit sooner and ahead of the recent delay in the reopening and certainly the release slate being pushed. But can you speak at all to, you know, the nature of some of those discussions? Because it does appear to be a bit more onerous than what we might have expected.

Yeah, so, Adam, I mean, it really – and, you know, it's not something that you can really do a pure comparison on, I would suggest – that our credit facility is made up of Canadian financial institutions and that the appropriate comparison would be other Canadian retailers. So look at within the Canadian financial and the banking system, a number of industries have been designated as COVID impacted with uncertainties out there. And so it's common practice and it's very common under these credit facility waivers that as you said it you know that there's tighter restrictions placed on the companies until that uncertainty you know becomes clear so I would suggest that you know don't compare us the peers and it's nothing about you know views of our business versus you know another lender's views to a U.S. company's business it's about a Canadian lender's view about Canadian businesses that are impacted by COVID-19.

And maybe just going back to the earlier question in regards to the growth initiatives, I guess the $50 million of CapEx over the course of the next 12 months, with the context of maintenance being about $30 million, does still suggest that there's some room to maneuver in regards to any potential LB location or maybe two to be pursued. Is that still a fair assessment of... Are you characterizing, you know, CapEx within the constraints of this new agreement?

Yeah, absolutely, Adam, yes. So there's some growth CapEx in those numbers, absolutely. So we look to continue to grow. But like I said, I think it's a good opportunity to kind of review the landscape and see what new opportunities may become available for us too. And new opportunities from data signing to starting to build would be over 12 months in period.

Okay, thank you very much.

Thank you.

Once again, if you'd like to ask a question, please press star 1 now. Again, that is star 1 if you would like to ask a question. Our next question comes from Drew McReynolds with RBC.

Thanks. Thanks very much. Good morning. Maybe I'll start off with a clarification question. On the cash burn board, you alluded to the $15 to $20 million per month. Sorry, I missed under kind of what condition? Was that under kind of a closed condition with all the things you did on the cost side through Q2, or am I missing the context?

No, Drew, sorry, you're absolutely correct. So that was my indication through Q2.

Okay, perfect.

Full closure.

On the business going forward, you talk about a lot of measures that will be put in place, and I think Obviously, Cineplex takes all of that incredibly serious. When you look about retooling and using technology, does the profitability here of the business change from a cost standpoint, but also getting past the early low price points and marketing expenses Do you feel you can have the same pricing power on the other end? So just more of a profitability or margin question overall for the business once it gets out of the hole here.

Good question. And really what we are looking at is in the interim with the reduced prices, just getting our guests in the habit of coming back to the theaters, making them feel safe in the environment. And once the bigger films get back, you know, in August, we will be going back to our prices that we had pre-COVID. And looking at opportunities there, there will be slight incremental costs on the cleaning side, but we are negotiating with our suppliers to keep the best efforts forward as it relates to making sure that the guests and the employees are protected as we move forward. And it's important that PPE is all part of that process.

And Drew, one other comment I want to make is, because you referenced technology and look at, I think, the important thing, and this is a little bit different than some of our peers, is that we had businesses, so our online business and our food service business, delivery business, which allowed us to engage with our customers throughout the closure period. So we've maintained that ongoing engagement with our customers, which perhaps some other exhibitors haven't been able to do.

And on that, Gord, thanks for that. When you look at the consumer behavior side of things. And certainly I don't think everyone has any crystal ball out there, but that seems to be the billion dollar question here in convincing folks to get out of the home and back to, you know, out of home entertainment venues. Are you able to, or have you done any, you know, surveys using the scene program just to see where you know, your patrons are at on this particular issue. Maybe it's too soon. And then last question for me on the theatrical window, LSU seemed to always be at the ground zero of, you know, that evolving debate on the window itself. Perhaps you can just provide us with an update there if you have one. Thank you.

Okay, Drew, on the customer survey perspective, actually, we've been very active on surveying our customer base. You know, customer views have evolved over time, obviously, with the pandemic. But what I would say is as we look at our customer base, the desire to go out and see movies is in one of the top three at-home experiences. sorry, out-of-home events that consumers are looking to do. So, you know, and I think if I recall correctly, the top three were going out to restaurants again, vacations, and then movie-going. So, you know, so significant interest in coming back out and watching the movies.

On an overall basis, when we did the scene surveys of our guests, we saw numbers close to 80% of them wanting to come back and experience the movie theater in 2020. To your second question about windows, this is a different period. That's why we've seen a couple of movies that normally would have been in the theater going into the Disney Plus and some other situations of streamers. But in the long run, from our discussions with the studios and partners, we continue to see the window as an important piece going forward. And as you can tell, this is a $40 billion business worldwide, and I don't think the studios want to be trading dimes for nickels. So it's really, really important, and all the big films will continue to have that window, and even the smaller films will move forward with those particular windows. So I don't see much of a change there other than some smaller films may be falling out of the schedule, but then you've got opportunities with companies like Apple getting into the movie business, which will help us over the long term.

Okay, thank you very much.

Thank you. Our next question comes from Derek Lessard with TD Securities.

Just a follow-up for me, you said that you were exploring all options including asset sales. Could you help me wrap my head around what would constitute an asset sale, given your business model?

Sure, so an asset sale could include such items as owned real estate, which would include a portfolio of owned real estate, including our head offices building on Yonge Street in Toronto. You know, it could include some of the equity investments that we've accumulated over time, as well as potentially, you know, it could be a business that we announced in our Q1 financial statements that we had sold our esports business at the, just the other day. So those would be the types of items. So owned real estate, equity investments, business units. Okay. Thank you.

Thank you. I'm showing no further questions at this time. I would now like to turn it back over to management for closing remarks.

Thank you all for joining this call this morning. We look forward to providing additional updates as we continue to reopen our circuit of theaters and entertainment venues across the country and hope to see you in person soon. Thank you very, very much. And have a great day and a happy Canada Day.

Thank you, ladies and gentlemen. This concludes today's teleconference. You may now disconnect.