Reading International, Inc.
Q4 2021 Earnings Call Transcript

Published: 21 Mar 2022

[Andrzej Matyczynski:]

Thank you for joining Reading International's earnings call to discuss our 2021 year-end and fourth quarter results. My name is Andrzej Matyczynski, and 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 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, and our remarks today are qualified in their entirety by the more detailed disclosures in our recently filed annual report on SEC Form 10-K. 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 2021 fourth 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 when 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. We will also use a measure referred to as F&B spend per patron, 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-K 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 2021 full year and fourth quarter results and discuss our strategy for continuing to navigate Reading International through the lingering effects of the COVID-19 pandemic and into the post-COVID era, followed by Gilbert, who will provide a more detailed financial review. Ellen?

[Ellen Cotter:]

Thanks, Andrzej, and thanks for listening today to our call. Despite the ongoing challenges from the COVID-19 pandemic, we're pleased to report that our fourth quarter 2021 financial results were our strongest quarterly results since the onset of the pandemic. Operationally, we're in a significantly better position than where we were in Q4 of 2020. At just under $50 million, our Q4 2021 consolidated total revenues grew by 232% compared to the fourth quarter of 2020. Blockbuster movies like Spider-Man

[Gilbert Avanes:]

Thank you, Ellen. Consolidated revenue for the quarter ended December 31, 2021, increased by $34.9 million to $49.9 million when compared to the same period in the prior year. For the year ended December 31, 2021, revenue increased by $61.2 million to $139.1 million for the year ended December 31, 2020. These increases were primarily driven by fewer mandated closures in 2021 compared to 2020, and the release of several major films in 2021, which collectively led to an increase in attendance compared to 2020. Net income attributable to Reading International, Inc. for the quarter ended December 31, 2020, increased by $17.8 million to $0.3 million when compared to the same period in prior year. Basic earnings per share increased by $0.82 to $0.02 for the quarter ended December 31, 2021, compared to the quarter ended December 31, 2020. These improved results are due large part to the reopening of most of our cinema portfolio and the easing of occupancy restrictions since the initial COVID-19 shutdowns, together with successful release of certain tentpole movies from the Hollywood studios during the fourth quarter of 2021. For the year ended 2021, net income attributable to Reading International increased by $97.1 million to $31.9 million compared to the same period in prior year. Basic earnings per share for the year ended 2021 increased by $4.46 to $1.46 compared to the year ended 2020. These increases were largely due to the operations of the majority of our cinema portfolio, together with the successful release of certain tentpoles during 2021 and the gain on sale from the strategic asset monetization. Non-segment G&A expense for the quarter ended December 31, 2021, and year-ended December 31, 2021, increased by $3 million and $3.7 million to $4.6 million and $16.6 million, respectively, compared to the same period in prior year. This increase is due principally to a return to accrual of executive bonuses for 2021 and to nonrecurring income in 2020 related to the $0.8 million judgment in our favor in the James Cotter, Jr., derivative litigation. For the quarter of 2021, income tax benefit increased by $6.5 million to $6.4 million compared to the equivalent prior year period. Conversely, we experienced an income tax expense of $5.9 million for the year ended December 31, 2021, increased by $10.9 million when compared to the same period in prior year. The change between 2020 and 2021 was mainly due to income tax from monetization of our assets. For the fourth quarter of 2021, our adjusted EBITDA increased by $10.6 million compared to the same prior year period to $2.8 million. For the year ended December 31, 2021, our adjusted EBITDA increased by $113.1 million to an adjusted EBITDA of $74.2 million compared to the year ended December 31, 2020. These increases were primarily the result of our gain on sale of real estate assets. Shifting to cash flow. For the year ended December 31, 2021, net cash used in operating activities decreased by $16.7 million to net cash use of $13.5 million when compared to same prior year period. This was primarily driven by the improved trading performance. Cash provided by investing activities during the year ended December 31, 2021, increased significantly by $148.4 million to $129.6 million when compared to the same period in 2020. This increase was primarily due to the asset monetization described herein. Cash used in financing activities during the year ended December 31, 2021, was $50.3 million, which increased by $109.6 million. This increase was primarily due to the following activities. In the second quarter of 2021, we refinanced the 44 Union Square with a new $55 million facility on which we drew down $43 million with Emerald Creek Capital. In November 2021, we repaid and retired our $5 million line of credit with Bank of America. In June, we repaid $15.7 million of our revolving corporate market loan facility with NAB using a portion of our proceeds of our monetization of Auburn Redyard, permanently reducing the availability under the line. Throughout 2021, we repaid $11.7 million on our Bank of America revolving credit facility used to finance our U.S. cinema operations, bringing the outstanding balance to $39.5 million. And in November 2021, we also restructured the facility into a term loan. Throughout 2021, we repaid $12.5 million of our Westpac revolving facility, permanently reducing the funding available. Turning now to our financial position. Our total assets on December 31, 2021, were $687.7 million compared to $690.2 million on December 31, 2020. This decrease was primarily driven by a $56.4 million increase in cash and cash equivalent primarily due to the monetization of $141.9 million of real estate assets during 2021, offset by a decrease in land and property held for sale and net operating property due to sale of our assets. As of December 31, 2021, our total outstanding borrowings were $236.9 million compared to $285 million on December 31, 2020. Our cash and cash equivalents as of December 31, 2021, were $83.3 million, which included approximately $10.9 million in the U.S., $49.5 million in Australia and $22.9 million in New Zealand. Throughout 2021, as our cinemas have reopened, the cinema operations and the monetization of certain real estate assets funded our ability to pay down debt, thereby in some places permanently reducing our loan amounts. In November, we repaid and retired our $5 million line of credit with Bank of America. In June, we repaid $15.7 million of our revolving corporate market loan facility with NAB. Throughout 2021, we repaid $11.7 million on our Bank of America revolving credit facility, which brought the outstanding balance to $39.4 million, and $12.5 million of our Westpac revolving facility, which permanently reduced the funding available under these facilities. Further, to address the impact of COVID-19 on our business, we have successfully sought and obtained certain modification to our loan agreement with Bank of America, NAB and Westpac. The loan modifications include changes to some of the covenant compliance terms and waivers of certain covenant testing period. We are currently in compliance with all our loan covenants as so modified. To date, it has not been necessary for us to seek modifications or waivers with respect to our other loan agreements as we continue to be in compliance with the terms of such loans agreement without the need for any such modifications or waivers. We believe that our lenders understand that certain situations relating to the COVID-19 pandemic is not our making, that we are doing everything we can to deliver on our strategic priorities and that we have good relationship with our lenders. During the fourth quarter of 2021, we have obtained the following

[A - Andrzej Matyczynski:]

Thanks, Gilbert. We'll now try and answer some additional questions that were posed by our shareholders. But first, I'd like to thank our stockholders for forwarding questions to our Investor Relations e-mail. In addition to addressing many of your questions in the prepared remarks from Ellen and Gilbert, we've selected a few additional questions as usual to offer additional insights from management. The first question asked, if we could comment any further on the settlement with the Cotter family from February 11, 2022. I'll handle this answer. The disclosures that we made regarding a potential settlement of litigation relating to the disposition of the estate of James J. Cotter, Sr., can be found in the company's recent 10-K filing and also in recent Schedule 13D amendment filings by Ellen Cotter and Margaret Cotter in their capacities as co-executives and co-trustees of the James J. Cotter Estate and Trust and also in their individual capacities. We refer you to these disclosures with respect of this matter. The next question was more operational, regarding subscription programs, and could they be integrated within the chain's PVOD streaming platforms like Angelika Anywhere, creating a mini Netflix? What thought have you given to establishing a subscription plan in general for Reading across your geographic presence? If you decided to pursue an opportunity like this, would you plan to integrate such a program with Angelika Anywhere or other streaming offerings? If not, why do you feel such a plan won't work for Reading? Ellen?

[Ellen Cotter:]

Within a few weeks after the end of Q1 2022, we'll be launching our first Angelika membership program in the United States. On launch, the program will be free to join. It'll offer a loyalty component. Members can earn rewards per dollar spent, and it will offer various savings and screening experiences for its members. And in an effort to foster audiences for Specialty Films and Angelika Anywhere, we'll offer our Angelika members occasional free downloads on Angelika Anywhere that will be cross-promoted with certain films playing in our brick-and-mortar Angelika venues.

[Andrzej Matyczynski:]

Thanks, Ellen. Gilbert, we have a question for you. We have 2 income taxes payable on the balance sheet. Is that money you envisioned will be paid? Or will the NOLs largely offset?

[Gilbert Avanes:]

The 2 income taxes payable on the balance sheet are related to tax liabilities in Australia and New Zealand. These liabilities will be cash settled when they are due. Our NOLs in the U.S. is unaffected by the income tax payable on the balance sheet.

[Andrzej Matyczynski:]

Thanks again, Gilbert. How active is Reading in evaluating cinema acquisitions? Are there any particular geographies you prefer Reading look for a cinema or a chain acquisition. Ellen?

[Ellen Cotter:]

Pre-COVID, we evaluated cinema acquisitions in the U.S. and in Australia and New Zealand. Historically, the margins have been more compelling for us in our international markets. At the moment, we're evaluating a small international cinema acquisition. As the impacts of COVID-19 on the industry continue to weaken, we continue to focus our operational and financial performance and remain firmly committed to only pursuing acquisitions that fit within our portfolio and are right for us in terms of price and lease exposure.

[Andrzej Matyczynski:]

Thanks, Ellen. Our next question, was the $3.7 million increase in general and administrative expense to $16.6 million relating to the payment of bonuses in 2021, a cumulative catch-up payment to address that no senior management officer bonuses were paid related to years 2019 or 2020? Or was it reflective of 2021's operating performance and an indication of a continued high level of G&A costs in 2022 as operating performance undoubtedly will be improved from 2021 from general box office industry rebound? Gilbert?

[Gilbert Avanes:]

The increase of $3.7 million in non-segment G&A expense is primarily due to a reversal of accrual in 2020 for 2019 and 2020 executive bonuses. Also, 2020 reflects government wage subsidies received in Australia and New Zealand. In 2021, we resumed accruing for executive bonuses. And during Q3 2021, the Compensation Committee paid out to the senior management a partial bonus for performance during the first half of 2021. Responding specifically to the reference to the catch-up payment, the increase is not due to any cumulative catch-up payments. Our independent Compensation and Stock Option Committee has not approved and has no intention of approving any catch-up payments. Our senior management as well as many of our employees experienced reduction in bonus and other compensation during COVID-impacted period compared to prior COVID period and has continued to focus on doing what it takes to protect the future of the company.

[Andrzej Matyczynski:]

Thanks, Gilbert. And we turn to our last question, which Ellen will field, regarding our Newmarket office building and the occupancy, which is way down from the 2020 year-end. What are efforts and timing milestones to reverse this trend? Ellen?

[Ellen Cotter:]

Through the pandemic, one of our office tenants had a lease coming due and elected to vacate because of circumstances tied to the COVID-19 pandemic. Since that time, we relocated the remaining tenants in the building to accommodate their needs and to avoid increased landlord work costs. With this repositioning, we created 1 full floor that remains vacant today and is available for lease. We're currently marketing the space and hope to attract a single user, but we'll consider multiple tenants.

[Andrzej Matyczynski:]

Thanks, Ellen. And that brings the end of our question-and-answer session and also the conclusion of the call. We appreciate you listening to the call today. We thank you for your attention and wish everyone good health and safety.