First Quarter 2019 Results Announced by Reading International

Earnings Call Webcast to Discuss 2019 First Quarter Financial Results
Scheduled to Post to Corporate Website on Tuesday, May 14, 2019

CULVER CITY, Calif.–(BUSINESS WIRE)–Reading International, Inc. (NASDAQ: RDI) today announced results for
the first quarter ended March 31, 2019. Our Company reported Basic
Earnings (Loss) per Share (“EPS”) of $(0.09), for the quarter ended
March 31, 2019 compared to an EPS of $0.13 for the same period in the
prior year, which was primarily driven by a weaker film slate in the
first quarter compared to the same period last year. The success of
films such as “Black Panther,” “Jumanji: Welcome to the Jungle,” and
The Greatest Showman” during the first quarter of 2018 was not
repeated by the films offered in the first quarter of 2019. Cinema
segment revenues for the first three months of 2019 decreased by 20%, or
$14.3 million, to $58.0 million, compared to $72.3 million for the first
three months of 2018. We believe that our cinema results for the quarter
were similarly impacted as those of our competitors.

On the real estate front, our signature U.S. redevelopment project – the
historic Tammany Hall at 44 Union Square in Manhattan nears completion.
While no assurances can be given, we are in lease negotiations with a
credit tenant with respect to approximately 90% of the net rentable area
of the project. The prospective tenant has begun preparation of drawings
for the fit-out of the space and we have reached an agreement in
principle with respect to the key economic points. Drafts of the lease
have been exchanged. We anticipate that the project will be ready for
the commencement of tenant improvement work this quarter.

Ellen Cotter, Chair, President and Chief Executive Officer, said, “We
anticipated that when compared to the first quarter of 2018 the Black
Panther
box office would be tough to match. However, the recent
blockbuster success of Avengers: Endgame again re-affirms our
confidence in the cinema industry and we look forward to that box office
momentum continuing through 2019.

“Also, we are pleased with the progress we have made on our 44 Union
Square project – the historic Tammany Hall in New York City and believe
this signature project, when completed, will unlock the long term value
in this one-time theatre property.”

Consolidated revenue for the first quarter of 2019 decreased by 19%, or
$14.3 million, to $61.6 million compared to the first quarter of 2018,
primarily due to a decreased attendance resulting from the weaker film
slate. These results were additionally negatively impacted by a
9.4% decline in the Australian dollar and a 6.3% decline in the New
Zealand dollar for the quarter ended March 31, 2019, compared to the
quarter ended March 31, 2018. Our New Zealand results were also
negatively impacted by the closure, due to seismic concerns, of our
Courtenay Central cinema in Wellington, which has historically been our
top performer in New Zealand.

The following table summarizes the first quarter results for 2019 and
2018:

       
Three Months Ended
March 31,       % Change
Favorable/
(Dollars in millions, except EPS) 2019       2018 (Unfavorable)
Revenue $     61.6 $     75.9 (19 ) %
– US 33.1 38.7 (14 ) %
– Australia 23.8 29.1 (18 ) %
– New Zealand 4.7 8.1 (42 ) %
Operating expense $ (62.9 ) $ (70.2 ) (10 ) %
Segment operating income (1) $ 3.8 $ 12.0 (68 ) %

Net income/(loss) (2)

$ (2.1 ) $ 3.1 (168 ) %
EBITDA (1) $ 4.3 $ 11.1 (61 ) %
Adjusted EBITDA (1) $ 4.8 $ 12.5 (62 ) %
Basic EPS (2) $ (0.09 ) $ 0.13 (169 ) %
 

(1)

   

Aggregate segment operating income, earnings before interest
expense (net of interest income), income tax expense, depreciation
and amortization expense (“EBITDA”) and adjusted EBITDA are
non-GAAP financial measures. See the discussion of non-GAAP
financial measures that follows.

(2)

Reflect amounts attributable to stockholders of Reading
International, Inc., i.e., after deduction of noncontrolling
interests.

 

COMPANY HIGHLIGHTS

  • Operating Results: For
    the quarter ended March 31, 2019, we had worldwide revenue of
    $61.6 million, down $14.3 million from the prior year. Our operating
    results were negatively impacted by (i) a weaker film slate worldwide,
    (ii) a weaker film slate from the specialty distribution companies in
    the U.S., and (iii) the closure of a majority of the net rentable area
    of Courtenay Central, including our Reading Cinema at that location,
    due to seismic concerns.
  • Capex program: During
    the first quarter of 2019, we invested $11.4 million in capital
    improvements, including our continued investment in the redevelopment
    of Tammany Hall, the upgrading of our multiplex cinemas (Harbour Town
    in Australia and Mililani in the U.S.) and the lease acquisition of an
    existing cinema in Devonport, Tasmania.
  • Cinema Additions and Pipeline:
    In early 2019, we purchased a well-established four-screen
    cinema in Devonport, Tasmania. This lease acquisition brings our
    global cinema count to 60 and our global screen count to 484. In
    addition, we currently have signed lease agreements for four new
    cinemas in Australia representing an additional 25 screens, which we
    anticipate opening between 2019 and 2021.
  • Building new revenue sources:
    We continue to focus on the development of our self-ticketing
    capabilities. We achieved a first quarter record for U.S. online
    revenue, beating the prior year first quarter record by 14%. Online
    sales consisted of 25% of our global box office revenue, which is a
    first quarter record and represents an 18% increase from the prior
    year period. Our continued improvements to our websites and apps in
    the U.S. and improved global online sales infrastructure are enabling
    us to better serve high sales volume.

Real estate activities:

  • 44 Union Square Redevelopment (New York, U.S.)
    – Our signature U.S. redevelopment project – the historic Tammany Hall
    at 44 Union Square in Manhattan – is nearing completion. While
    no assurances can be given, we are in negotiations on a lease with a
    credit tenant for approximately 90% of the net rentable area of the
    project.
    We anticipate that our project will be ready for the
    commencement of tenant improvement work this quarter.
  • Minetta Lane Theatre (New York, U.S.)
    – In April, we negotiated an extension through March 2020 (with an
    option to extend for an additional year through March 2021) of our
    Minetta Lane Theatre license agreement with Audible, Inc., a
    subsidiary of Amazon. Audible will continue to use our theatre as the
    location for its production of various plays featuring one or two
    actors, to be recorded before a live theatre audience, and offered on
    Audible.com.
  • Courtenay Central Redesign/Expansion
    (Wellington, New Zealand)
    – Located in the heart of
    Wellington – New Zealand’s capital city – this center is comprised of
    161,071 square feet of land situated proximate to the Te Papa
    Tongarewa Museum (attracting more than 1.5 million visitors annually),
    across the street from the site of Wellington’s newly announced
    convention center (estimated to open in 2022) and at a major public
    transit hub. Damage from the 2016 earthquake necessitated demolition
    of our nine-story parking garage at the site. Further, unrelated
    seismic issues have caused us to close portions of the existing cinema
    and retail structure while we reevaluate the property for
    redevelopment as an entertainment themed urban center with a major
    food and grocery component. Wellington continues to be rated as one of
    the top cities in the world in which to live, and we continue to
    believe that Courtenay Central is located in one of the most vibrant
    and growing commercial and entertainment precincts of New Zealand.

SEGMENT RESULTS

The following table summarizes the first quarter segment operating
results for 2019 and 2018:

       
Three Months Ended
March 31,       % Change
Favorable/
(Dollars in thousands) 2019       2018 (Unfavorable)
Segment revenue        

Cinema

United States $ 32,033 $ 37,987 (16 ) %
Australia 21,441 26,717 (20 ) %
New Zealand       4,512         7,551   (40 ) %
Total $     57,986   $     72,255   (20 ) %

Real estate

United States $ 988 $ 655 51 %
Australia 3,916 4,154 (6 ) %
New Zealand       527         1,199   (56 ) %
Total $ 5,431 $ 6,008 (10 ) %
Inter-segment elimination       (1,866 )       (2,391 ) 22   %
Total segment revenue $     61,551   $     75,872   (19 ) %
Segment operating income

Cinema

United States $ (765 ) $ 3,000 (125 ) %
Australia 3,102 5,916 (48 ) %
New Zealand       305         1,369   (78 ) %
Total $     2,643   $     10,285   (74 ) %

Real estate

United States $ 27 $ (293 ) 109 %
Australia 1,305 1,515 (14 ) %
New Zealand       (174 )       459   (138 ) %

Total

$     1,158   $     1,681   (31 ) %
Total segment operating income (1) $     3,801   $     11,966   (68 ) %
 
   

“nm” – not meaningful for further analysis

(1)

Aggregate segment operating income is a non-GAAP financial
measure. See the discussion of non-GAAP financial measures that
follows.

 

Consolidated and Non-Segment Results:

1st
Quarter Net Results

Compared to the quarter ended March 31, 2018, cinema segment operating
income decreased by 74%, or $7.6 million, to $2.6 million for the
quarter ended March 31, 2019, primarily driven by a decrease in
operating income in U.S., Australia, and New Zealand. The decrease was
due to a decrease in cinema attendance worldwide (principally due to a
weaker film slate), and fluctuations in average ticket price (“ATP”) and
spend per patron (“SPP”) as outlined below:

  • Revenue in the U.S. decreased by 16%, or $6.0 million, to
    $32.0 million, due to a 22% decrease in attendance, offset partially
    by a 12% increase in SPP and a 4% increase in ATP.
  • Australia’s cinema revenue decreased by 20%, or $5.3 million, to $21.4
    million primarily due to a 15% decrease in attendance, a 4% decrease
    in ATP, and a decrease of 9% in SPP.
  • New Zealand’s cinema revenue decreased by 40%, or $3.0 million versus
    the same period in 2018. Attendance decreased by 40%, while ATP and
    SPP percentages remained relatively flat compared to the same period
    in the prior year. Not only did the weaker film slate from the major
    studios impact our results, but our New Zealand cinema revenues were
    also adversely impacted by the January 2019 closure of our Courtenay
    Central cinema in Wellington due to seismic concerns.

The top three grossing films for the first quarter of 2019 were “Captain
Marvel,
” “Aquaman,” and “How to Train Your Dragon: The
Hidden World,”
representing approximately 29% of Reading’s worldwide
admission revenues for the quarter. The top three grossing films in the
first quarter of 2018 for Reading’s worldwide cinema circuits were “Black
Panther,
” “Jumanji: Welcome to the Jungle,” and “The
Greatest Showman,
” which represented approximately 32% of Reading’s
worldwide admission revenues for the quarter.

Real Estate

Segment Operating Income and Revenues:

Real estate segment operating income decreased by 31%, or $0.5 million,
to $1.2 million for the quarter ended March 31, 2019 compared to
March 31, 2018. For the quarter ended March 31, 2019, the real estate
segment revenue decreased by 10%, or $0.6 million, to $5.4 million,
compared to the same period in 2018. This was primarily attributable to
the closure due to seismic concerns of a majority of the net rentable
area of our Courtenay Central ETC during the first quarter of 2019,
compared to same period in 2018, which had a full quarter of operations,
offset by an increase in revenue at our Live Theatres.

CONSOLIDATED AND NON-SEGMENT RESULTS

The first quarter consolidated and non-segment results for 2019 and 2018
are summarized as follows:

           
Three Months Ended
March 31,           % Change
Favorable/
(Dollars in thousands) 2019           2018 (Unfavorable)
Segment operating income $ 3,801   $ 11,966   (68 ) %
Non-segment income and expenses:
General and administrative expense (5,041 ) (6,156 ) 18 %
Interest expense, net (1,852 ) (1,594 ) (16 ) %
Other   (47 )   58   181 %
Total non-segment income and expenses $ (6,940 ) $ (7,692 ) 10 %
Income before income taxes (3,139 ) 4,274 173 %
Income tax benefit (expense)   1,042     (1,170 ) 189 %
Net income/(loss) $ (2,097 ) $ 3,104 (168 ) %

Less: net income (loss) attributable to noncontrolling interests

  (16 )   22   nm
Net income (loss) attributable to
RDI common
stockholders
          $ (2,081 )           $ 3,082             (168 ) %
 

“nm” – not meaningful for further analysis

 

First Quarter Net Results

Net income attributable to RDI common stockholders was down $5.2 million
to a loss of $(2.1) million for the first quarter March 31, 2019,
compared to the same period prior year. Basic EPS for the quarter ended
March 31, 2019 decreased by $0.22 to a loss per share of $(0.09) from
the prior-year quarter, mainly attributable to a significant decrease in
revenue from both our Cinema and Real Estate business segments.

Non-Segment General & Administrative Expenses

Non-segment general and administrative expense for the quarter ended
March 31, 2019 compared to the same period of the prior year decreased
by 18%, or $1.1 million, to $5.0 million. The quarterly decrease mainly
relates to lower legal expenses for the quarter ending March 31, 2019 of
$1.0 million compared to the same period last year.

Income Tax Expense

Income tax expense for the quarter ended March 31, 2019, decreased 189%,
or $2.2 million, compared to the equivalent prior year period. The
change between 2019 and 2018 is primarily related to the pretax loss in
2019.

OTHER FINANCIAL INFORMATION

Balance Sheet and Liquidity

Total assets increased by $235.5 million, to $674.5 million at March 31,
2019, compared to $439.0 million at December 31, 2018. This was
primarily driven by the implementation of the lease accounting standards
effective January 1, 2019, which also resulted in a similar increase in
our liabilities. Additionally, assets increased due to the capital
investments relating to major real estate projects, primarily (i) the
redevelopment of our Union Square property in New York, and (ii)
improvements at our Mililani and Harbour Town cinemas. These were
partially offset by a reduction in our foreign-operation asset values
due to a decrease in the foreign exchange rates relative to the U.S.
dollar.

Cash and cash equivalents at March 31, 2019 were $12.6 million,
including approximately $8.8 million in the U.S., $3.2 million in
Australia, and $0.7 million in New Zealand. We manage our cash,
investments and capital structure so we are able to meet short-term and
long-term obligations for our business, while maintaining financial
flexibility and liquidity.

As part of our operating cycle, we utilize cash collected from (i) our
cinema business when selling tickets and F&B items, and (ii) rental
income typically received in advance, to reduce our long-term borrowings
and realize savings on interest charges. We then settle our operating
expenses generally with a lag within traditional trade terms. This
generates a temporary working capital deficit. We review the maturities
of our borrowings and negotiate for renewals and extensions, as
necessary for liquidity purposes. We believe the cash flow generated
from our operations coupled with our ability to renew and extend our
credit facilities will provide sufficient liquidity in the upcoming year.

OTHER INFORMATION

Our Stock Repurchase Program that expired on March 2, 2019, has been
extended by our Board of Directors through March 2, 2021. $16.2 million
remains available under that extended program. This will allow Reading
to repurchase its Class A Common Stock from time to time in accordance
with the requirements of the Securities and Exchange Commission on the
open market, in block trades and in privately negotiated transactions,
depending on market conditions and other factors.

On March 14, 2019, our Board of Directors approved the Company’s
three-year Strategic Plan to focus across the U.S., Australia, and New
Zealand on the upgrading of our existing cinemas to add luxury recliner
seating, TITAN branded auditoriums and enhanced F&B options, the
development in appropriate markets of new cinema opportunities, and the
continued development and/or redevelopment of our current real estate
assets.

After considering the approval of the Strategic Plan, our Board
concluded that the interests of our Company and our stockholders would
be best served by the continued pursuit of our Strategic Plan as an
independent company and that it had no interest in considering any sale
process at this time. Accordingly, we have advised Patton Vision that
our Board does not have any present interest in engaging in discussions
regarding their unsolicited indication of interest in the sale of our
Company. Our controlling stockholders are in agreement with this
approach.

In a matter potentially impacting the control of our company, but to
which our company is not a party (In re: James J. Cotter Living Trust
dated August 1, 2000 (Case No. BP159755) (the “Trust Case”)
), the
California Court of Appeals on April 15, 2019, struck down the
California Trial Court’s order appointing a trustee ad litem to solicit
offers for the purchase of a controlling interest in our Company. The
basis for that disposition was the Appeals Court’s determination that
Mr. James J. Cotter, Jr., lacks standing to seek the appointment of such
a trustee ad litem. The Appeals Court noted that Mr. Cotter, Jr., is
neither a trustee of nor a beneficiary of the trust established to hold
such controlling interest (the “Voting Trust”) and accordingly,
determined that he lacked any standing to bring before the trial court
matters relating to the internal affairs of that trust, such as the
appointment of a trustee ad litem. The Court of Appeals also noted, in
an observation not material to the specific grounds on which the
California Trial Court’s order was struck down, but nevertheless likely
to be given weight by the court below, that “the plain language [of the
Trust Document] appears to show that the settlor [Mr. Cotter, Sr.]
instructed the Trustee [Margaret Cotter] not to diversify [i.e. not to
sell the voting shares held by the Voting Trust].” The Trust Document
directs the Trustee of the Voting Trust that this voting stock is “to be
retained for as long as possible.”

Ms. Margaret Cotter has advised the Board that she does not intend to
sell the controlling interest in our Company at this time, and that it
is her current intention that the Voting Trust hold such controlling
interest as provided in the Trust Document “as long as possible.”

We are informed that the Court of Appeal’s Order becomes final 30 days
after issuance.

The table below presents the changes in our working capital position and
other relevant information addressing our liquidity as of and for the
three months ended March 31, 2019 and preceding four years:

      As of and
for the
3-Months
Ended
     

Year Ended December 31

($ in thousands) 3/31/2019 2018       2017       2016      

2015( (2))

Total Resources (cash and borrowings)
Cash and cash equivalents (unrestricted) $ 12,648 $ 13,127 $ 13,668 $ 19,017 $ 19,702
Unused borrowing facility 107,111 85,886 137,231 117,599 70,134
Restricted for capital projects (1) 23,566 30,318 62,280 62,024 10,263
Unrestricted capacity 83,545 55,568 74,951 55,575 59,871
Total resources at period end 119,759 99,013 150,899 136,616 89,836
Total unrestricted resources at period end 96,193 68,695 88,619 74,592 79,573
Debt-to-Equity Ratio
Total contractual facility $ 290,879 $ 252,929 $ 271,732 $ 266,134 $ 207,075
Total debt (gross of deferred financing costs) 184,099 167,043 134,501 148,535 130,941
Current 40,077 30,393 8,109 567 15,000
Non-current 143,691 136,650 126,392 147,968 115,941
Finance lease liabilities 331
Total book equity(2) 179,946 180,547 181,618 146,890 138,951
Debt-to-equity ratio 1.02 0.93 0.74 1.01 0.94
Changes in Working Capital
Working capital (deficit) (3) $ (77,236 ) $ (55,270 ) $ (46,971 ) $ 6,655 $ (35,581 )
Current ratio 0.28 0.35 0.42 1.10 0.51
Capital Expenditures (including acquisitions) $ 11,476 $ 56,827 $ 76,708 $ 49,166 $ 53,119
 
          (1)     This relates to the construction facilities specifically negotiated
for: (i) Union Square redevelopment project, obtained in December
2016, and (ii) New Zealand construction projects, obtained in May
2015. The New Zealand construction loan expired December 31, 2018.
(2)

Certain 2015 balances included the restatement impact as a result
of a change in accounting principle (see Note 2 – Summary of
Significant Accounting Policies – Accounting Changes
). Certain
2017 and 2016 balances included the restatement impact as a result
of a prior period financial statement correction of immaterial
errors (see Note 2 – Summary of Significant Accounting Policies
– Prior Period Financial Statement Correction of Immaterial Errors
).

(3) Typically our working capital (deficit) is negative as we receive
revenue from our cinema business ahead of the time that we have to
pay our associated liabilities. We use the money we receive to pay
down our borrowings in the first instance.
 

Below is a summary of the available credit facilities as of March 31,
2019:

       
As of March 31, 2019
(Dollars in thousands) Available
Contractual
Capacity
      Capacity
Used
      Unused
Capacity
      Restricted
for Capital
Projects
      Unrestricted
Capacity
Bank of America Credit Facility (USA) $ 55,000 $ 30,000 $ 25,000 $ $ 25,000
Bank of America Line of Credit (USA) 5,000 3,500 1,500 1,500
Union Square Construction Financing (USA) 57,500 33,934 23,566 23,566
NAB Corporate Term Loan (AU) (1) 85,248 40,138 45,110 45,110
Westpac Bank Corporate (NZ) (1)   21,824   9,889   11,935     11,935
Total $ 224,572 $ 117,461 $ 107,111 $ 23,566 $ 83,545
         

(1)

   

The borrowings are denominated in foreign currency. The
contractual capacity and capacity used were translated into U.S.
dollars based on the applicable exchange rates as of March 31,
2019.

 

The $23.6 million representing borrowings restricted for capital
projects is wholly composed of the $23.6 million of unused capacity for
the Union Square development and construction.

Our overall global operating strategy is to conduct business mostly on a
self-funding basis by country (except for funds used to pay an
appropriate share of our U.S. corporate overhead). However, we may, from
time to time, move funds between jurisdictions where circumstances merit
such action as part of our goal to minimize our cost of capital.

Trust Preferred Securities – On October 11, 2018, Reading secured a
waiver that provides significant additional financial flexibility
through the elimination of financial covenants with respect to our Trust
Preferred Securities through the end of the term loan in consideration
of payments totaling $1.6 million, consisting of an initial payment of
$1.1 million paid on October 31, 2018, and a contractual obligation to
pay $270,000 in October 2021 and $225,000 in October 2025.

Minetta/Orpheum Loan – On October 12, 2018, the Minetta and Orpheum
Theatres loan of $7.5 million was increased to $8.0 million and the
maturity extended to November 1, 2023.

Non-GAAP Financial Measures

This earnings release presents aggregate segment operating income, and
EBITDA, which are important financial measures for the Company, but are
not financial measures defined by U.S. GAAP.

These measures should be reviewed in conjunction with the relevant U.S.
GAAP financial measures and are not presented as alternative measures of
EPS, cash flows or net income as determined in accordance with U.S.
GAAP. Aggregate segment operating income and EBITDA, as we have
calculated them, may not be comparable to similarly titled measures
reported by other companies.

Aggregate segment operating income – We evaluate the
performance of our business segments based on segment operating income,
and management uses aggregate segment operating income as a measure of
the performance of operating businesses separate from non-operating
factors.

Contacts

Gilbert Avanes, Interim Chief Financial Officer
Andrzej
Matyczynski, Executive Vice President for Global Operations
Reading
International, Inc.
(213) 235-2240

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