Earnings Labs

Reading International, Inc. (RDI)

Q4 2017 Earnings Call· Mon, Mar 19, 2018

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Transcript

Andrzej Matyczynski

Management

Thank you for joining Reading International earnings call to discuss our 2017 full year and fourth 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 CEO; and Dev Ghose, our EVP and Chief Financial Officer. 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, and 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 2017 full year and fourth quarter earnings release on the company's website. In today's call, we also use an industry-accepted financial measure called theater level cash flow, which is theater level revenues, less direct theater 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 10-K. So with that behind us, Dev will be talking to us about the financial results for the full year and fourth quarter a little later. But first, I'll turn the call over to Ellen who'll update us on the company's operations for what has turned out to be an exciting year for the company.

Ellen Cotter

Management

Thanks, Andrzej, and thank you, everyone, for joining us today and sending in your questions. Like we've done in the past, we'd try to address as many questions as we could in our prepared remarks. And as always, we're available for follow-up calls to discuss our operations and strategy. 2017 was a terrific year for Reading. In 2017, we set all-time record highs for total revenues of $279.7 million, EBITDA of $57.5 million, net income of $31 million and basic earnings per share of $1.35. Our record results were helped by solid performance in our cinema divisions despite some hurdles that I'll talk about, the $9.4 million gain on the sale of our Burwood land in Australia and the receipt of $25 million of insurance recovery received for damage caused by the fourth quarter 2016 earthquake in Wellington, New Zealand. In 2017, we invested just about $77 million in capital improvements in both our existing real estate and cinema portfolios. During the year, we made substantial progress on 2 property projects, our 44 Union Square project in New York City and Newmarket Village in Australia. With each of these projects, we continue to build the value in our real estate portfolio, which will, in turn, deliver greater value for our stockholders. First, let's look at our cinema business, which offers diversification through operations in 3 countries: Australia, New Zealand and United States. Overall, our consolidated annual cinema revenues increased by 3% to $263 million -- $263.5 million compared to 2016. Our 2017 cinema segment operating income decreased by 7% or $2.5 million. Our decrease in income versus 2016 was driven by 2 things: firstly, a dip in the industry-wide box office in the second and third quarters of 2017 when the slate from the major studios lacked the real punch…

Devasis Ghose

Management

Thank you, Ellen. Now I'll discuss the financial results for 2017 full year and fourth quarter ended December 31, 2017. As we mentioned before, revenue, EBITDA, net income and basic EPS for the year ended December 31, 2017, all represented records for the company. Our full year results were positively impacted by certain nonrecurring items, specifically the recognition of a gain on the sale of our land holdings in Burwood, Australia, and the receipt of certain insurance proceeds to compensate us for earthquake-related damages sustained by our Courtenay Central entertainment-themed center, ETC, as we call it, in Wellington, New Zealand, offset by certain nonrecurring professional and litigation expenses. I will also discuss certain tax matters a bit later. Consolidated revenues for the fourth quarter of 2017 increased by 6% to $71.7 million. This was mainly due to higher box office and food and beverage revenue in Australia and New Zealand and higher real estate revenue in the U.S. Our consolidated revenues for the full year of 2017 increased by 3% or $9.2 million to $279.7 million due to higher admissions and increased F&B revenue in our Australian cinemas, offset by lower admissions in the U.S. and New Zealand cinemas due in part to the industry-wide box office softening in 2017 and also from the effect of our U.S. theater closures that Ellen discussed earlier; additionally, the receipt of business interruption proceeds for our Courtenay Central ETC in Wellington, New Zealand relating to the closure of that facility from November 2016 to March 2017, offset by lost revenues during Q1 '17; and finally, the settlement proceeds related to STOMP. Net income attributable to RDI common shareholders increased by $7 million to $7.4 million for the fourth quarter of 2017 and increased by $21.6 million to $31 million for the full year…

Andrzej Matyczynski

Management

Thanks, Dev. First, I'd like to thank our stockholders for forwarding questions to our Investor Relations e-mail. We are very pleased with the number of inquiries that we received and the content of those questions, some of which we're going to address now. We've compiled a set of the questions and answers that represents the most common questions and recurring terms that were e-mailed to us. As always, we are available after the webcast to address any additional questions and encourage you to continue reaching out to us.

Andrzej Matyczynski

Management

The first question. We received a number of questions about our stock repurchase program, our share count and whether we bought back stock in the fourth quarter. What specific compensation program would account for the increased shares since September of 2017? Is this compensation plan consistent with prior years? I think I can fill this one. As we discussed in our last conference call in early September, we exited the market earlier than the normal blackout period requirement due to opportunities that arose for an alternative use of our terms. Since that time, we have been in either the third quarter or year-end blackout period and have only been in the market to buy back some 15,000 shares. We continually evaluate the means by which we can best return value to our stockholders and continue to believe that repurchasing our stock continues to be an attractive vehicle for returning value directly to stockholders. We have substantial developable real estate holdings. We balance our use of cash between developing our real estate assets, improving our cinema chain and buying in our shares, all of which are designed to improve the net asset value per share of our company. The increase in share count between September 30 and the year-end was due to the exercising of outstanding share options and the vesting of certain RSUs, restricted stock units, consistent with prior year's compensation plans. The next question regards Townsville. What is the status of the Townsville upgrades? Ellen?

Ellen Cotter

Management

In early 2017, we obtained a development approval from the city council in Townsville for the expansion of our cinema by 2 Gold Lounge screens featuring recliner seating plus adding 220 square meters of F&B retail. We will combine this expansion work with our overall improvement of the public areas and repositioning of the center to create a much more dynamic environment. Today, we don't have a definitive time line for the work as we're working with our consultant teams to further the master plan. We intend to present our board with a vision and plan sometime in 2018.

Andrzej Matyczynski

Management

Thanks, Ellen. Next question, how active is Reading International been recently with potential M&A opportunities? How large or small the targets will the company consider acquiring? Ellen, again?

Ellen Cotter

Management

Part of our strategic plan is to look for and evaluate potential cinema acquisitions in each of our 3 countries. As we said in the past, we believe our balance sheet would allow us to be competitive with other bidders for reasonably sized circuits. But it's unlikely that today, we will be a bidder for a circuit with hundreds of theaters. We believe that we have the financial flexibility to acquire a small to midsized circuit in any 1 of our countries without impacting our existing strategic plan. But of course, each opportunity is evaluated on its own merit in order to generate the most attractive returns for our stockholders. As previously disclosed, during the third quarter, we did perform due diligence on such a reasonably sized circuit in the U.S. Ultimately, as we are a disciplined buyer, the deal didn't meet our investment criteria. We will continue to look for and review opportunities across our 3 countries. Today, we do not feel restricted to any particular geography in each of our 3 existing countries. But having said this, we have plenty of opportunities within our own asset base to continue to build stockholder value.

Andrzej Matyczynski

Management

In what geographies has Reading adopted its new everyday value pricing model to gain attendance market share, increase occupancy and drive high-margin concession sales? What have been the results of this price disruptor approach so far? Has Reading's theaters gained box office share? Or has it simply compressed margins? Ellen, can you handle that one?

Ellen Cotter

Management

In Australia and New Zealand, we offer value pricing at all of our theaters. This affordable ticket price is coupled with a very creative social media-based marketing approach. The structure supports both our market share and bottom line. In the United States, we've implemented a value pricing structure at 2 of our theaters in San Diego. We've coupled an everyday reduced ticket prices with sum-up charges with a value-driven concession offer. In each of these theaters, we believe we've increased our market share and improved our theater level cash flow as we've generated increased attendance. The first couple of months of 2018 fueled by Black Panther has been a real driver for us.

Andrzej Matyczynski

Management

The next question asks us to provide some color and backup IRR numbers, if available, on the tangible results of recent F&B and reseating expenditures. What Reading theaters remain as candidates for a material makeover and upgrading? Are any specific need to be rebranded, example, Angelika or another brand? Ellen?

Ellen Cotter

Management

In the United States, we anticipate renovating at least another 7 theaters over the next 3 years, most of which will include recliner seats, TITAN LUXE screens and F&B upgrades. In Australia and New Zealand, we anticipate renovating 8 theaters over the next 3 years, which would involve installation of recliner seats, TITAN LUXE screens and select F&B upgrades. In 2018, we're scheduled now to renovate our consolidated theater in Mililani, which will include full 14-screen recliner installation, a TITAN LUXE auditorium and F&B upgrade. Right now, we're contemplating at least 1 conversion to an Angelika in the U.S. that may happen in the next 2 years. We target returns for these renovations in the mid-teens. As I mentioned earlier, many of our U.S. upgrades were completed in December of 2017. I'll also note that many of the renovations that are coming up over the next few years will require negotiations with our landlords.

Andrzej Matyczynski

Management

Thanks, Ellen. Here's a question for Dev. U.S. tax rate reduced from 35% to 21%. This makes borrowing more expensive. Does it affect the way you think about financial leverage?

Devasis Ghose

Management

Thanks, Andrzej. The recent reduction in the U.S. income tax rate for 2018 compared to the earlier rate of 35% opens up some great possibilities for Reading as the tax rates for Australia and New Zealand now of 30% and 28%, respectively, are now higher. All other things being equal, this should permit us to borrow cheaper on an after-tax basis in Australia and New Zealand relative to the U.S. We are reviewing our best options to reduce our overall cost of debt to capital, keeping in mind relative borrowing costs and exchange rates.

Andrzej Matyczynski

Management

Thanks, Dev. The next question. Why not spend your Australian and New Zealand assets to shareholders and let them decide on their country exposure? Ellen?

Ellen Cotter

Management

We greatly benefit both strategically and financially from our businesses in Australia and New Zealand, which, besides providing diversification benefits, also enables exposure to stable and growing economies. We outlined for you today the strength of our cinema business in Australia and New Zealand, and you can see the strength in our property division. We just leased 7 of the 8 tenancies we built at Newmarket Village, opened 3 new tenancies at Auburn Red Yard, and we released our property in Belmont in Western Australia with 3 new exciting food operators. These businesses fit together well and support an important internal diversification plan. In recent years, these operations have contributed significant cash to our worldwide results of operations. Just recently, we were able to use our Burwood property sales proceeds to finance a portion of our Union Square project in New York City. By doing so, we were able to reduce our overall financing costs rather than having to borrow high-cost mezzanine debt. As Dev just noted, the recent tax law changes will make our multinational status more attractive and efficient. In addition, the company benefits from having different operational and marketing teams in 3 countries by allowing for the free flow of ideas. For instance, the value pricing concept developed in Australia has seen positive results in our U.S. circuit. To sum up, the company you've invested in has 2 businesses, cinema and real estate, and does business in 3 geographies: Australia, New Zealand and the United States. And the synergies of those different businesses and geography builds value for our stockholders.

Andrzej Matyczynski

Management

Thank you, Ellen. Finally, we received numerous questions regarding an update on the derivative litigation and the trust litigation and its impacts. I will get Ellen to address the status of the derivative litigation first.

Ellen Cotter

Management

The most up-to-date information regarding the derivative litigation is set out in our 10-K that we just recently filed. In that litigation, the Nevada District Court had dismissed with prejudice all of Jim Cotter Jr.'s claims against 5 of our 9 directors: Directors Codding, Gould, Kane, McEachern and Wrotniak. And the court has dismissed, also with prejudice, all of his claims against all of our directors with respect to our board's determination not to move forward with the patent vision indication of interest to acquire our company. The Nevada District Court hasn't yet reset the 2018 trial date as to the remaining claims, and we anticipate filing further summary judgment motions in April, addressing those unresolved claims.

Andrzej Matyczynski

Management

Thanks, Ellen. Let me address the trust litigation. As we've reported, we've been advised that while the California Superior Court has announced this determination to appoint a temporary trustee ad litem, none has yet been appointed. The California Superior Court made clear that the temporary trustee ad litem will have a narrow and specific authority to obtain office to purchase the RDI stock in the voting trust. We are informed that at the present time, there is no voting stock in the voting trust, of which Margaret Cotter is the sole trustee. All remaining trustee and executive powers with respect to the voting stock held in the James A. Cotter Sr. estate and his leading trust remain with Margaret Cotter and Ellen Cotter. Reading continues to believe that whether or not the final determination is made to sell the voting shares held by the Cotter trust, the appointment of a temporary trustee ad litem poses risks to our company and our stockholders for a variety of reasons, including the resultant potential for distraction of management and key employees from focusing on the conduct of our business, including the implementation of our 3-year business strategy, incurrence of additional general and administrative costs due to the need to implement employee retention programs and to incur legal expenses of the type and at levels not typically required in the ordinary conduct of our company's business. Interference of contractual relationships, negotiations and potential negotiations with third parties important to our company's business including, without limitation, current and future lenders, tenants, landlords, suppliers and codevelopers; increased difficulty in hiring and retaining high-quality employees; and exposure of our company to potential litigation claims of the type which often accompany any extraordinary corporate transactions, together with the expense distractions and time lost that typically results from any such litigation. If a decision to sell a controlling interest is made by the California Superior Court, then there will be additional risks that control might be sold to an unqualified purchaser who might exploit such control position in a manner not consistent with the best interest of our company or our stockholders, generally. Our senior management continues to believe that our company has not reached its full value potential. We have a number of medium to long-term value creations initiatives that we believe will create material value for our company. Ellen, is there something else you wanted to add?

Ellen Cotter

Management

Yes, Andrzej. I wanted to state that if the California Superior Court does force a sale of Reading's voting shares held by the Cotter trust, then my sister, Margaret, and I, intend to be the buyers of those shares.

Andrzej Matyczynski

Management

Well, thanks for that, Ellen. With this last question, I'll wrap up the call. Dev, Ellen and I are available for any follow-up calls, so please do not hesitate to reach out. We appreciate your support over the year, your listening to the call today, and look forward to keeping you updated on our performance on future earnings calls and through our ongoing communications. Thank you.