Earnings Call Transcript - RDI Q1 2024

Andrzej Matyczynski, Executive Vice President of Global Operations

This is the first quarter 2024 earnings call. Thank you for joining Reading International's earnings call to discuss our 2024 first quarter results. My name is Andrzej Matyczynski, and I'm Reading's Executive Vice President of Global Operations. With me are Ellen Cotter, our President and Chief Executive Officer; and Gilbert Avanes, 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 harbor 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 2024 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 cost 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 nonrecurring in accordance with the 2-year SEC requirement for determining whether an item is nonrecurring, infrequent or unusual in nature. We believe that 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 theater-level revenue less direct theater-level expenses. Average ticket price, ATP, is also used as an accepted industry acronym. We'll also use a measure referred to as food and beverage spend per patron, F&B SPP, 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 10-Q 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 2024 first quarter results and discuss our business strategy going forward, followed by Gilbert, who will provide a more detailed financial review. Ellen?

Ellen Cotter, President and Chief Executive Officer

Thank you, Andrzej. Welcome, everyone, to our call today, and thanks for listening in. The negative effects of the 2023 Hollywood strikes are still impacting us as we enter the first quarter of 2024. Our cinema divisions in Australia, New Zealand, and the United States have all experienced challenges due to changes in release dates, particularly in the early part of the quarter. While some individual films performed exceptionally well, such as Bob Marley: One Love, Dune: Part Two, and Godzilla x Kong, our overall progress since the pandemic encountered setbacks because of these strikes. Although our top line metrics for the first quarter of 2024 fell short of expectations, the declines compared to previous periods were not significant. Our total revenue of $45.1 million was a slight 2% drop compared to the first quarter of 2023 and represented 73% of what we achieved in the first quarter of 2019. Our global cinema revenue also dipped by 2% to $41.3 million, reaching 71% of 2019's first quarter. Our Q1 2024 global real estate revenue was $3.8 million, a 1% decrease from the first quarter of 2023, but a 6% increase over the first quarter of 2019. This small decline in this segment was mainly due to the sale of our Culver City office building in February 2024. These results, presented in U.S. dollars, reflect the ongoing impact of the Hollywood strikes and the decreasing values of the Australian and New Zealand dollars against the U.S. dollar, as about half of our revenues come from these countries. Despite a minor drop in revenues, our operating income improved compared to the first quarter of last year. Our operating loss for the first quarter of 2024 was $3.3 million, which is a 9% improvement from a loss of $3.6 million in the first quarter of 2023. Our global cinema operating loss was reduced to $4.2 million, down 10% from $4.6 million. Our global real estate operating income decreased 12% to $900,000 compared to the first quarter of 2023. The adjusted EBITDA for the first quarter of 2024 was negative $4 million, reflecting a 40% deficit compared to the first quarter of 2023. Excluding the $1.1 million loss from the sale of our Culver City office building, our adjusted EBITDA would have remained stable compared to the first quarter of 2023. In line with rising global interest rates, our interest expenses for the first quarter were $5.3 million, which is a 28% increase from the same period last year. This overall economic situation contributed to a higher net loss of $13.2 million for the first quarter of 2024. In response to the need to strengthen our liquidity and balance sheet, we are continuing to sell select assets from our real estate portfolio to secure the long-term future of the company and improve short-term liquidity. In February 2024, we sold our Culver City office building for $10 million as we aimed to move into more affordable office space in Los Angeles. Additionally, we sold a property in Maitland, New South Wales, Australia for AUD 2.8 million in the fourth quarter of 2023. Following these asset sales, our Board has instructed management to assess our real estate portfolio for further monetization opportunities. We have initiated efforts to sell our Cannon Park assets in Townsville, Queensland, and are analyzing monetization strategies for certain real estate assets in New Zealand. A priority for us in 2024 is to continue reducing our debt to lower our interest expenses. We have made progress in this area by reducing institutional debt and extending multiple bank loans this year. We paid off an $8.4 million loan using the proceeds from the sale of our Culver City office building, which was completed in February 2024. In March 2024, we amended our Bank of America facility to extend the maturity date to August 18, 2025. In early April, we also amended our NAB facility to extend the maturity date to July 31, 2026, and secured a AUD 20 million bridge facility that we will need to repay when we sell our Cannon Park assets. In late April, we secured the first 12-month extension of our Union Square financing, pushing the maturity to May 6, 2025. At the beginning of the year, we extended our Minetta and Orpheum loans to June 1, 2024, while pursuing full refinancing, and we are currently discussing further extensions with the bank. We're fortunate to have solid real estate assets to rely on instead of diluting our shareholders, as these assets offer a bridge to 2025 and 2026 when we expect a more promising slate of blockbuster movies. Moving on to our global cinema business, which has historically provided essential cash flow for our asset growth, we saw some positive performances in specific films despite an overall decline in the quarter. Bob Marley: One Love had a record-breaking Valentine's Day opening, earning over $14 million on its debut and grossing $177 million globally. Dune: Part Two surpassed its predecessor with over $710 million in worldwide grosses. Kung Fu Panda 4 returned after an 8-year hiatus, grossing over $529 million globally. Godzilla x Kong: The New Empire, released on March 29, has generated over $559 million globally. The quality of our movie slate for the remainder of 2024 looks impressive. Key upcoming titles include Inside Out, a sequel to Pixar's beloved film; Deadpool & Wolverine, reuniting iconic Marvel characters; Joker: Folie à Deux, the sequel to the acclaimed 2019 film; Wicked, an adaptation of the beloved musical; and Gladiator II, anticipated as a major box office draw. The diversity and quality of our forthcoming films, along with the enthusiasm of moviegoers, keep our outlook optimistic. However, it is anticipated that the overall industry box office in 2024 will lag behind 2023, which was already in a recovery phase but faced setbacks due to production delays from the Hollywood strikes. The production delays and rescheduling of release dates led to several big titles being moved to 2025, such as Captain America: Brave New World, Thunderbolts, Disney's Snow White, Elio, Dirty Dancing, Mission Impossible 8, SpongeBob SquarePants, and Avatar 3. However, we are optimistic about the 2025 outlook, as Disney plans to release nearly twice as many films compared to 2024, focusing more on creativity and original storytelling. Audiences can expect major releases including Avatar 3, Mission Impossible 8, a new Jurassic World film, and James Gunn's Superman for Warner Bros. Despite the challenges in the first quarter of 2024, our management teams are exploring various business avenues. Each cinema division achieved the second-highest food and beverage sales per capita to date. Our U.S. division outperformed some publicly-traded exhibitors for food and beverage sales in the first quarter. The box office per capita in the U.S. reached the highest level ever for the first quarter, and our Australian cinemas recorded their second-highest box office per capita in local currency. We will continue to implement key initiatives throughout 2024 that are aimed at driving income growth by 2025, just as a compelling movie slate is set to roll out. By the end of 2024, we plan to launch a paid rewards program across all cinema divisions, focusing on increasing transaction sizes through food and beverage ordering via our websites and apps. Following our 2024 asset sales and debt reduction, we expect to resume growth capital expenditure investments in our facilities. Now, let's turn to our U.S. cinemas. Our first quarter 2024 revenue decreased by 2% to $41.3 million, while our operating loss improved by 10% to $4.2 million. These figures account for the closure of three underperforming theaters in 2023—two in Hawaii and one in California. We received a question from shareholders about other underperforming theaters we plan to close soon, and we anticipate closing one more unprofitable small U.S. theater in the second quarter of 2024. Notable achievements during 2024 include a gross box office revenue increase of 1.6% in our U.S. circuit despite the wider industry decline of 5.1%, bolstered by the success of specialty films like Zone of Interest and American Fiction. This outperformance also led to a marginal increase in our market share over the previous year, even with the closure of three locations and the difficulties created by the Hollywood strikes. The Angelika in New York has been the top-performing theater for several of our specialty films, seeing a 67% increase in box office grosses compared to the first quarter of 2023. With a gross total of $1.2 million in the first quarter of 2024, the Angelika's performance represented 127% of 2019's box office figures. The average ticket price in the U.S. reached $13.76, the highest ever in the first quarter. Our team will evaluate our pricing strategy to provide better value options for guests. Since early 2023, all U.S. cinemas now sell alcohol, resulting in a remarkable food and beverage sales per capita of $7.74, the second highest for any first quarter. Currently, we have over 130,000 members in our Angelika membership program, which accounts for around 27% of all paid attendance in our U.S. circuit. Now turning to our cinemas in Australia and New Zealand, it’s worth noting that these figures are presented in U.S. dollars, which may understate the actual improvements due to currency depreciation in Australia and New Zealand. In the first quarter of 2024, our Australian cinema revenue rose by $110,000 or 1% to $17.3 million compared to the first quarter of 2023, although our operating loss increased by $373,000 to $498,000. Meanwhile, New Zealand cinema revenue decreased by $323,000 to $2.6 million, with operating losses rising by $70,000 to $231,000 from an operating loss of $161,000 in the same quarter last year. Notable milestones in the first quarter of 2024, reported in local currencies, include an Australian average ticket price of $13.62, marking the second highest in any first quarter. This was achieved even as we strategically introduced compelling $10 ticket options at eight of our theaters. Our Australian food and beverage sales per capita reached $7.66, also the second highest in any first quarter, reflecting a 68% increase since 2019. We secured another liquor license recently, aiming for more than 75% of our Australian circuit to be licensed by the end of 2024, and we have launched a new gold lounge food and beverage menu that emphasizes high-quality regional products. Collaborating with major global brands like Mastercard and Telstra has allowed us to achieve record screen advertising revenue in Australia for the first quarter of 2024. Our total screen count increased by 7% to 210 due to the openings of new theaters in Brisbane and Busselton last year, resulting in a 7% attendance increase and a 5% rise in total revenue compared to the first quarter of 2023. We believe we are well-positioned to capitalize on the more favorable slate in 2025 in Australia. In New Zealand, our food and beverage spend per head reached $6.70, the second highest first quarter ever, and we are steadily increasing online sales of food and beverage. Now addressing our global real estate business, we begin with our asset monetizations. In the first quarter of 2024, we sold our Culver City office building for $10 million. Given our office needs in Los Angeles in the coming years, this downsizing will improve our general and administrative costs. Our choice was also driven by the bankruptcy of our second-floor tenant, who leased about half of our building. We project to save approximately $1.5 million over the next two years. To enhance our team’s commute times and make the most of the current lower office market in downtown Los Angeles, we plan to relocate our team downtown. Despite this office market's challenges and the loss of our tenant, selling the building improved our cash flow but resulted in a $1.1 million book loss. A priority remains to reduce our interest expenses through debt reduction, and our Board has tasked management with evaluating our real estate portfolio for additional monetizations to boost liquidity for debt payment over the next few years as we wait for a rebound in the global cinema business. We are actively pursuing a sale of our Cannon Park assets and expect to finalize this transaction by the fourth quarter of 2024, planning to lease back the Reading Cinema on that property long-term. Additionally, we are marketing our industrial site in Williamsport, Pennsylvania, and plan further asset monetizations in the upcoming quarter. Our first quarter 2024 global real estate revenue was $4.9 million, a slight drop of 3%. Operating income decreased by 12% to $890,000. The decline in real estate metrics is attributed to recent property sales in Maitland, New South Wales, and Culver City, California. Our live theater circuit continued to perform positively in the first quarter compared to last year, providing essential cash flow while the real estate market, particularly in New York City, faces challenges. In the first quarter, the Orpheum hosted Rachel Bloom in a limited engagement, followed by Eddie Izzard, and we secured a license for an open-ended run of the Big Gay Jamboree produced by LuckyChap Entertainment, among others, set to begin in mid-September 2024. Audible, part of Amazon, hosted three new shows during the first quarter at the Minetta Lane Theatre, and we extended our licensing agreement with them through March 2026, with an option for a further year. Regarding our Australian real estate operations, local currency revenues grew by $48,700 or 1%, while New Zealand revenues increased by just NZD 3,700. Due to the weaker exchange rate against the U.S. dollar, our first quarter 2024 Australian real estate revenue of $3.1 million decreased by 2% compared to the prior year, and New Zealand real estate revenues fell by 2% to $365,000. As of March 31, 2024, we have 77 third-party tenants across our Australian and New Zealand real estate portfolio, with overall tenant sales in Australia of AUD 28.5 million and a 96% occupancy rate. We signed two new leases, one renewal, and one assignment this quarter. In the U.S. and New Zealand, we recently partnered with George Comfort and Sons to assist in activating the upper floors of 44 Union Square. We continue to focus on realizing the potential of our real estate holdings in Philadelphia, particularly with the Reading Viaduct and its accompanying properties. In Wellington, New Zealand, we had been engaged in discussions with the Wellington City Council about redeveloping our Courtenay Central building. However, negotiations were prematurely terminated by the Council without warning after adverse press highlighted the deal. We are reassessing our options regarding all our real estate holdings in Wellington. In summary, while we prepare for a slowdown in the global box office in 2024 due to the Hollywood strikes, we are optimistic about the movie slate in 2025 and believe that our teams are effectively leveraging operational strategies to enhance attendance and revenue. In 2024, we have collaborated with our lenders for relief and initiated asset sales to support our company through the year and maintain a solid foundation for the future. This strategy will enable us to concentrate on essential real estate developments that will maximize long-term value for our shareholders. That concludes my business review. Now, I will turn it over to Gilbert.

Gilbert Avanes, Executive Vice President, Chief Financial Officer and Treasurer

Thank you, Ellen. Consolidated revenues for the quarter ended March 31, 2024, decreased by $760,000 to $45.1 million when compared to the first quarter of 2023. This decrease was primarily driven by lower U.S. food and beverage revenues, lower U.S. advertising and other revenues, and lower New Zealand admissions compounded with a lower average ticket price, as well as weakening of Australia and New Zealand foreign exchange rates against the U.S. dollar. Net loss attributable to Reading International, Inc. for the quarter ended March 31, 2024, increased by $2.1 million to a net loss of $13.2 million when compared to the same period in the prior year. Basic loss per share increased by $0.09 to a basic loss per share of $0.59 for the quarter ended March 31, 2024, compared to the quarter ended March 31, 2023. These results were primarily due to increased interest expense and the loss of the sale of our Culver City office building. Our total company depreciation, amortization, impairment and G&A expenses for the quarter ended March 31, 2024, decreased slightly by $200,000 to $9.6 million compared to the same quarter in the prior year. These decreases were due to a decrease in depreciation and amortization due to a delay in CapEx spending. For the first quarter of 2024, income tax benefit decreased by $300,000 to an income tax benefit of $220,000 compared to the equivalent prior year period. The change between the first quarter of 2024 and the first quarter of 2023 was primarily related to an increase in reserves for the unrecognized tax benefit in 2024. For the first quarter of 2024, our adjusted EBITDA loss increased by $1.1 million to a loss of $4 million compared to the same prior year period. This increase was primarily the result of the loss on the monetization of our Culver City office building, along with slightly decreased cinema revenues offset by lower cinema expenses. Shifting to cash flows. For the 3 months ended March 31, 2024, net cash used in operating activities decreased by $8.8 million to a net cash used of $2.8 million when compared to the same prior year period. This was driven by an increase in operating liability, primarily accounts payable. Cash provided by investing activities for the 3 months ended March 31, 2024, increased by $9.2 million. The cash provided of $7.6 million from a cash used of $1.5 million. This was due to a $9.6 million net proceeds from the sale of our Culver City office building in February of 2024. Cash used in financing activities for the 3 months ended March 31, 2024, increased by $9.8 million to $11.2 million due to the payoff of the Citizens loan of $8.4 million, following the sales of the Culver City office building and an additional $275,000 debt repayment required when our Bank of America credit facility was amended on March 27, 2024. Turning now to our financial position. Our total assets on March 31, 2024, were $494.9 million compared to $533.1 million on December 31, 2023. This decrease was driven by a $5.4 million decrease in cash and cash equivalent from which we funded our ongoing business operations, a $9.3 million decrease in operating lease right-off assets, an $8.6 million decrease in operating properties and a $10.7 million decrease in assets group held for sale. On March 31, 2024, our total outstanding gross borrowings were $195.7 million compared to $210.3 million on December 31, 2023. Our cash and cash equivalent as of March 31, 2024, were $7.5 million, which includes approximately $2.5 million in the U.S., $4.7 million in Australia and $320,000 in New Zealand. In addition, to address the liquidity pressure on our business, we are working with our lenders to amend certain debt facility, and we have selected certain real estate assets for potential monetization. As Ellen mentioned, we monetized our Maitland property in Australia during the first quarter of 2023 for AUD 2.8 million, and during the first quarter of 2024, we completed the monetization of our Culver City office building for $10 million and fully discharged the related mortgage during the first quarter of 2024. On January 26, 2024, we extended our live theater loan maturity date to June 1, 2024. On March 27, 2024, we further extended our Bank of America loan maturity date to August 18, 2025, together with modification of certain financial covenants. On April 4, 2024, we extended the NAB loan maturity date to July 31, 2026, and NAB also provided a bridge facility of AUD 20 million. On April 23, 2024, we exercised the 1-year extension option for the loans with Emerald Creek Capital to extend the maturity date to May 6, 2025.

Andrzej Matyczynski, Executive Vice President of Global Operations

Thanks, Gilbert. First, I'd like to thank our stockholders for forwarding questions to our Investor Relations email. As usual, in addition to addressing many of your questions in the prepared remarks from Ellen and Gilbert, we selected a few additional questions to offer additional insights from management. The first of these, Ellen will address. In addition to the Australian cinema development project in Noosa, what was or is the other cinema that you said was planned for New Zealand? And what happened to this prospective development? What are the screen count, timing and milestones providing more info on the prospective projects known to be going forward. Ellen?

Ellen Cotter, President and Chief Executive Officer

At this point, the potential theater deal we had in New Zealand will not progress because the real estate developers terminated negotiations due to their concerns about increasing construction costs in New Zealand. They've indicated to us that they'll pursue other uses at the center. Today, we have one new theater project on the books in Australia. It's located in Noosa in Queensland, and our landlord is Stockwell, who's a well-regarded Queensland-based developer, which is creating a first-class mixed-use project as part of its new specific shopping center. They've filed a development application already. And our Reading Cinema will be a 6-screen, all-recliner seat theater with an elevated F&B component and at least 2 TITAN LUXE auditoriums. We'll, again, service the anchor for the new village being created, and we expect the theater to be open by 2027.

Andrzej Matyczynski, Executive Vice President of Global Operations

Thanks, Ellen. If the sale of Cannon Park is successful, approximately what percentage of the proceeds could be expropriated to the U.S.? How much of any of the new AUD 20 million facility can we expropriate to the U.S.? Given the possibility of another strike in Hollywood this summer and the weeks late this year, is it not prudent to attempt to raise twice the capital that the Cannon Park sale would raise. Gilbert?

Gilbert Avanes, Executive Vice President, Chief Financial Officer and Treasurer

The bridging agreement with NAB provided us with the short-term liquidity that was needed by the business. We have been able to expropriate some of these funds out of Australia. The agreement further calls for repayment of the bridge facility out of any sale proceeds from the Cannon Park. As Ellen stated in our comments, our Board has directed management to further evaluate the company's real estate portfolio for assets to monetize that will provide us with liquidity to pay down debt over the next few years.

Andrzej Matyczynski, Executive Vice President of Global Operations

Thanks, Gilbert. In light of the fact that any net proceeds from the proposed sale of the Williamsport industrial property won't come close to paying off the current outstanding balance due on the Bank of America U.S. term loan and the other maturing debt. And now increasingly costly Valley National Bank loan maturing this October on cinemas 1, 2 and 3, when does it make sense for the Board to decide to more formally and aggressively offer up all or part of the cinemas 1, 2, 3 property for sale? Ellen, can you address this?

Ellen Cotter, President and Chief Executive Officer

Yes, our shareholders are correct that the sale of the Williamsport property will not cover the outstanding balance of the Bank of America term loan and other maturing debts. As I mentioned earlier and as Gilbert noted regarding Cannon Park, under the Board's direction, management is currently assessing our entire real estate portfolio for assets to sell. This assessment considers various factors, including market conditions in each location of our assets. The sale process for the Cannon Park asset, which is significant for us, is currently in progress. Additionally, we expect to announce other assets for sale in the second quarter of this year.

Andrzej Matyczynski, Executive Vice President of Global Operations

Thanks, Ellen, and we'll round up with the final question regarding our new L.A. corporate HQ office plans and operating costs. 6 weeks ago, on the quarter 4 2023 audio cast, you said you were finalizing a lease for office space in downtown L.A. and expect it to be in the space within 6 to 8 weeks. What is the status of the move and expectations of year-on-year core fleet cost savings? Well, the devil is in the detail. We are in the final stages of negotiating lease and expect it to be signed before the end of this second quarter. Following that, occupancy should occur within 4 to 6 weeks after signing. As is typical for leases of built-out space in this market, the LOI provides certain TIs and rent abatements. Over the next 2 years, we expect to achieve a savings of at least $1.5 million. In the interim, we are conserving cash by working remotely and creatively to meet our space needs. With that answer, we'll conclude this first quarter 2024 earnings call. We appreciate the questions that you have provided us, and thank you for listening to today's call. We'd like to take this opportunity to wish everyone good health and safety. Thank you again.