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Reading International, Inc. (RDIB)

Q3 2019 Earnings Call· Wed, Nov 13, 2019

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Transcript

Andrzej Matyczynski

Management

Thank you for joining Reading International's earnings call to discuss our 2019 third quarter results. My name is Andrzej Matyczynski. I'm Reading's Executive Vice President of Global Operations. With me, as usual, are Ellen Cotter, our President and Chief Executive Officer; and Gilbert Avanes, our newly minted Executive Vice President, Chief Financial Officer and Treasurer. Before we begin the substance of the call, I'll start by stating that 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 2019 third quarter earnings release on the company's website. We have adjusted the EBITDA items we believe to be external to our business and not reflective of our cost of doing business or results of operation. Such costs include gains on insurance recoveries, legal expenses relating to extraordinary litigation, adjustments for gains/losses relating to property sales and any other items that can be considered nonrecurring in accordance with the 2-year SEC requirement for determining an item is nonrecurring, 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 theater level revenue less direct theater level expenses. And also, property level cash flow, PLCF, which is property level revenue less direct property level expenses. 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. So with that behind us, I'll turn it over to Ellen who will review some of the business highlights from the third quarter 2019, and then Gilbert will provide a more detailed financial review. Ellen?

Ellen Cotter

Management

Thanks, Andrzej, and thanks, everyone, for listening today and sending in your questions. Like we've done in the past, we've tried to address many of your questions in our prepared remarks. But before we start today, we're delighted to announce the Board's appointment of Gilbert Avanes as Executive Vice President, Chief Financial Officer and Treasurer. Since joining Reading in 2007, Gilbert has played a critical role in the growth of our company. His strategic financial planning and analysis expertise, coupled with his deep knowledge of our company's assets and their potential, make Gilbert an ideal fit for our CFO position. Margaret and I and the rest of the Board and management team look forward to continuing to work with Gilbert as we capitalize on our growth opportunities ahead. You'll be hearing from Gilbert shortly for a more detailed financial review following my remarks. Now let's turn to our third quarter business highlights. At $70.5 million, our consolidated revenue for the third quarter of 2019 decreased 5% from the prior year's quarter, which have set an all-time record high for any third quarter. In spite of this decrease, this past quarter in 2019 represented the third highest of any third quarter on company record for consolidated revenue. A few quarter highlights. Despite a dip in cinema attendance across our 3 circuits, our Australian cinema group delivered a record-breaking quarter, achieving in their functional currency the highest total cinema revenue of any third quarter on record. And despite challenges that I'll touch on shortly, our U.S. total cinema revenue was the second highest of any third quarter. I'll note some third quarter highlights from our real estate segment, which includes our live theater business. In Australia, our third quarter 2019 real estate revenue was the highest of any third quarter on record…

Gilbert Avanes

Management

Thank you, Ellen. The 2019 attendance and the box office results were the result of weak specialty film product in the U.S. when compared to the prior year period. However, we continue to look forward to the fourth quarter of 2019 for better box office results with the release of Frozen 2, Star Wars: Rise of Skywalker and Jumanji: The Next Level. These films are also expected to set up the first quarter of 2020 for success. Consolidated revenue for the third quarter of 2019 decreased by 5% to $70.5 million. For the 9 months ended September 30, 2019, revenue decreased by 11% to $208.1 million compared to the same period in the prior year. As previously mentioned, this was primarily driven by a weak specialty film product at our U.S. specialty theater. In addition, we're competing against a banner year in 2018. These combined factors resulted in a decrease in attendance in our U.S., Australia and New Zealand circuits. These results were further impacted by a 7.7% decline in Australian dollars and a 5.1% decline in the New Zealand dollar for the 9 months ended September 30, 2019, over the comparable period in 2018. As mentioned earlier, our cinema operation results in New Zealand were also adversely impacted by temporary closure as a result of the seismic concerns of our cinema at Courtenay Central in Wellington, which used to be the top performer in the New Zealand circuit. At the same time, the partial closure of Courtenay Central property was one of the key drivers of the unfavorable results of our real estate segment in New Zealand. Net income to RDI common stockholders decreased by 30% to $0.9 million for the third quarter of 2019 compared to the same period in the prior year. Basic earnings per share for…

Andrzej Matyczynski

Management

Thanks, Gilbert. As usual, I'd like to thank our stockholders for forwarding questions to our Investor Relations' e-mail. We've compiled a set of questions and answers representing the most common questions and recurring themes e-mailed to us. As always, we are making ourselves available after the webcast to address any additional questions and encourage you to continue reaching out to us.

Andrzej Matyczynski

Management

The first question, how is the Board thinking about capital allocation in light of RDI approaching the $25 million limit on the repurchase authorization? Beyond the large onetime share repurchase, how do you view the pace of share repurchases? The company is getting low on repurchase authority, given the recent pace. Is a new authorization in the cards? Okay, I will handle that response. In evaluating how best our return value to shareholders, in Q3 2019, we decided to make a substantial purchase under our authorized stock buyback program. During the 9 months ended September 30, 2019, the company invested $11.3 million to repurchase 856,563 shares of Class A nonvoting common stock, of which $7.8 million was paid in cash and the $3.5 million remainder through the issuance of a purchase money promissory note due and payable on September 18, 2024. As a result, at September 30, 2019, the company had used $20.1 million of the $25 million authorized by the company's Board of Directors in 2017 to repurchase Class A nonvoting common stock. We did receive a number of inquiries into whether the counterparty on the note used to buy the 407,000 shares of Class A nonvoting common stock was a Cotter or an entity related to a Cotter family member. I can confirm that the counterparty was not a Cotter or any entity related to a Cotter family member. We negotiated to pay the bulk of the purchase price through a 5-year promissory note so as to preserve capital for our various refurbishment and real estate development projects. The interest rate on this loan is 5%, far below our anticipated growth rate over this period. As the transaction was privately negotiated, no brokerage or investment banking fees were incurred. We obviously have more flexibility where we are able to repurchase equity for a note payable over a reasonable period of time at a reasonable interest rate. Similar to any of our previous stock buyback programs, when the allotted amount is spent, we will request the Board to consider another authorization. We are maintaining a balanced approach to our 3-year strategy. Where we see the best opportunities to use our resources, we will invest accordingly. We are an operating company in 2 key segments. And as such, we will continue to work toward our goal of directing capital to areas where it can drive the greatest long-term value through strategic investments in our cinemas and real estate development projects. Another question came regarding the ground lease purchase. Please discuss the reasoning and plans behind the purchase of the ground lease in lower Manhattan. Ellen?

Ellen Cotter

Management

The ground lease our stockholder's referring to is at the Village East Cinema in the East Village of New York City, which is about a 15-minute walk from the Angelika Film center in SoHo. We delivered a notice to exercise our $5.9 million option based on the determination by management and our Audit and Conflicts Committee that there's substantial value in the underlying lease. Once we complete the exercise of our option, we will eliminate a layer of rent paid to the current ground lessee, Sutton Hill, thereby reducing our overall occupancy costs and, in our view, providing an adequate return on the $5.9 million exercise price. Upon exercise, we'll be in privity with the ground lessor for more than a decade, unless we buy the property. Due to the landmark status of the building, the uses are unlimited. Today, the cinemas program, together with the Angelika Film Center in New York, in the near term, our goal is to improve the theater level cash flow, by adding recliner seating to select auditoriums, improving the F&B offer and rebranding it an Angelika Film Center.

Andrzej Matyczynski

Management

Thanks, Ellen. Thanks for that clarification. We have also refused -- we received several questions relating to capital expenditure since 2015 and our return on investment expectations as well as the impact to our EBITDA. Gilbert, can you address this?

Gilbert Avanes

Management

Since 2015, we have purchased several real estate properties. The Cannon Park Centre in Townsville, the Telstra building in Harbour, our U.S. corporate office in Culver City. In our existing new market site, we've increased our gross leasable space as well as open our new market cinema. The Union Square redevelopment project in New York City is nearing completion, and we're actively working on its leasing. We have also added new cinema locations: Olino in Hawaii, Devonport in Tasmania, LynnMall in Auckland and the Hutt in Wellington. CapEx has been spent upgrading our cinema circuits with state-of-art seating, premium food and beverage offering. Our ROI for our real estate investment is in the low teens and mid-teens for our cinema investment. Foreign exchange volatility, assets which have fallen out of our portfolio as well as assets that are not yet in revenue-generating cycle, all have to be considered in our overall return on investment mix. Also, as part of any operation, assets that have been generating the necessary return may now be impacted by competition that did not exist at inception. We continuously monitor our investment on an asset-by-asset basis to ensure we are generating the highest return based on the given economic conditions.

Andrzej Matyczynski

Management

Thanks, Gilbert. The question -- last question we have here is, given that the decision to close Courtenay Central is at management's discretion, please provide more detail on why this decision was made and for what reason. Ellen?

Ellen Cotter

Management

At the end of last year, we commissioned a detailed seismic assessment of our Courtenay Central building. That report highlighted potential risk to the cinema levels of Courtenay Central if a major seismic event were to occur. These risks were unrelated to the 2016 earthquake. We immediately decided to close the building while we further investigated. Our top priority is and has always been the safety of our guests, tenants, employees and the communities around our centers. That decision was based on our proactive approach to safety. Following further investigation with our engineering and consultant team, we reopened certain areas of the building. But the cinema and ground floor remained closed. While we could have, with appropriate disclosures to our patrons, legally continue to operate in this location, as a company, we decided that the safety of our various stakeholders was the paramount concern. Over the last several months, we completed a detailed analysis of the seismic strengthening work required to achieve an acceptable seismic rating. We have now coupled that work with development plans to upgrade our Reading Cinemas and the ground floor. Courtenay Central opened in the year 2002. It's been our intention for the last few years to upgrade the building. This unfortunate closure event has, to some extent, caused it to accelerate our plans to upgrade the center that's almost 20 years old. Our goal now is to deliver a redeveloped Courtenay Central that offers the Wellington community and its tourism visitors a dynamic and vibrant venue.

Andrzej Matyczynski

Management

Thank you, Ellen. With that, we mark the conclusion of the call. We are available for any follow-up calls, so please do not hesitate to reach out. We appreciate your listening to the call today and thank all of you for your attention.