Reading International, Inc. (RDI) CEO Ellen Cotter on Q1 2021 Results - Earnings Call Transcript

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Reading International, Inc. (NASDAQ:RDI) Q1 2021 Earnings Conference Call May 19, 2021 8:00 AM ET

Company Participants

Andrzej Matyczynski – Executive Vice President of Global Operations

Ellen Cotter – President and Chief Executive Officer

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

Conference Call Participants

Andrzej Matyczynski

Thank you for joining Reading International’s earnings call to discuss our 2021 first quarter results. My name is Andrzej Matyczynski, and I am 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 just 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 reporting operating income, EBITDA and adjusted EBITDA, are included in our recently issued 2021 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 operation. Such costs include legal expenses relating to extraordinary litigation and any other items that can be considered non-recurring in accordance with the two-year SEC requirement for determining an item is non-recurring, 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, which is theater level revenue less direct theater level expenses.

We also use a measure referred to as F&B spend per patron, which is a key performance indicator for our cinemas. The F&B spend per patron is calculated by dividing a cinema’s revenues generated from 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 first quarter 2021 results and discuss our strategies for navigating Reading through the COVID-19 pandemic to the post-COVID era; followed by Gilbert, who will provide a more detailed financial review. Ellen?

Ellen Cotter

Thanks, Andrzej. I wanted to start our call today by thanking Edward Kane, who has retired from our Board of Directors effective as of today. As a trusted colleague of my father, James J. Cotter Sr., Ed has served not only as a Director, Lead Independent Director and Vice Chair of the company but also as the past President of Craig Corporation and of Reading Company, two of our corporate predecessors. There is no doubt that Ed Kane, has been an integral part of the growth and evolution of Reading International, and his contributions have helped shape the company into what it is today. On behalf of Reading, Margaret Cotter and the Board of Directors, I want to express my deepest gratitude to Ed Kane for his leadership and insightful guidance.

It has been a great privilege and honor to serve alongside Mr. Kane. He is a man of great wisdom, generosity and humor. And Ed will be missed on the Board, and we wish him and his family all the best. After a year of being materially impacted by the COVID-19 pandemic, we can see a light at the end of the tunnel. At the end of the first quarter 2020, 100% of our global cinemas and live theaters were closed by government order. Many tenants in our Australian and New Zealand centers were likewise closed, and certain key real estate construction projects were also stopped. Over a long year later, we believe our two-business, three-country diversified business strategy, i.e., cinema and real estate in the U.S., Australia and New Zealand, has supported our company through this unparalleled crisis.

In managing our way through the COVID-19 period and after considering a variety of alternatives, we determined it would be in the best interest of our company and our stockholders to neither dilute equity by issuing stock in the middle of a pandemic nor mortgage our future with high-cost debt. Instead, we chose to monetize certain property assets from our portfolio located in markets that offered compelling pricing opportunities. So during Q1 2021, we successfully monetized two of our non-income-producing real estate properties at what we believe to be premiums to the pre-COVID pricing. On March 4, 2021, we monetized our 70.4-acre raw land near the Auckland Airport in Manukau for $56.1 million or NZD 77.2 million.

After transaction costs, we recognized a gain on sale of $41.1 million over our $13.5 million net book value. The sale of Manukau represented one of the most significant transactions in our company’s history. During our ownership, we built value by completing the rezoning of the 64 acres from agricultural property to light industrial and obtaining the various land use consents necessary for the overall site to begin construction of the required infrastructure. Capital constraints imposed by COVID-19 made the realization of this increased value today a better alternative than continuing to hold during the infrastructure build-out phase. On March 5, 2021, we sold our 202 acres of undeveloped land in Coachella, California for $11 million.

After transaction costs, we’ve recognized a gain on sale of $6.3 million over our $4.4 million net book value. And remember that our company, as the 50% managing member of Shadow View Land and Farming, LLC, that’s the – the entity that held that property, received 50% of those sales proceeds. Our decision to sell was, as in the case of our Manukau sale, influenced by COVID-19-induced capital constraints and our ability to identify an end user willing to pay a premium for the property. The proceeds from these sales have gone to paying down debt, provided our various divisions the cash necessary to preserve our businesses, helped us avoid the loss of assets adversely impacted by the pandemic and helped us avoid both the dilution of our stockholders and the leveraging of our future with high-cost debt.

During Q1 2021, we also improved our overall liquidity and reduced our debt. As of the end of Q1 2021, Reading had almost $41 million of cash and cash equivalents. We reduced our total debt to $243 million from $285 million as of December 31, 2021. On March 26, 2021, we repaid the outstanding $40.6 million of construction loan on our 44 Union Square property. On March 31, 2021, we paid down $1.3 million on our Bank of America revolving credit facility. Then in Q2 2021, on May 7, we closed on a three-year $55 million loan with Emerald Creek Capital secured by our 44 Union Square property to provide additional liquidity, and Gilbert will talk about this more in a few minutes.

Also during the second quarter, on May 7, 2021, we paid down $11.2 million of our Westpac debt facility, which permanently reduced that facility by the same amount. Due purely to the strong results of these asset sales and their timing, our first quarter net income of $90 million, basic earnings per share of $0.87 and EBITDA of $36.7 million represented record first quarter highs for each metric. And with respect to basic earnings per share and EBITDA, those Q1 2021 metrics represented quarterly all-time record highs. Our results of operations were further enhanced by the strengthening of the Australian and New Zealand dollars produced, what we believe, in part by the less dramatic impact of COVID-19 on those economies, again, a benefit of diversification.

These asset monetizations and the Q2 refinancing have allowed us to bridge the operational hiatus and fits and starts suffered because of the pandemic. At $21.3 million, our Q1 consolidated total revenues decreased 57% from Q1 2020. But we are encouraged that the $21.3 million in consolidated total revenues represented a 42% increase over our Q4 2020 consolidated total revenues. Now let me give you a snapshot of our dual businesses as of today. 91% of our 58 global cinemas, excluding joint ventures, are open today, some with social distancing and seat capacity restrictions and all bearing increased cleaning and safety costs required to generate customer confidence in a COVID-19 operating environment.

As we mentioned during our last call, the opening weekend of Godzilla vs. Kong on March 31, 2021, was our highest-grossing weekend for our U.S. circuit since March of 2020. And into April of 2021, we were thrilled that the April 23 opening weekend gross box office for Demon Slayer surpassed the opening weekend of Godzilla vs. Kong by 45% for our U.S. circuit. For the first quarter of 2021, on a theater level cash flow basis, both of our Australian and New Zealand cinema circuits generated positive cash flows, which represented increases of almost 300% and 225%, respectively, over Q4 of 2020.

And while our Q1 2021 U.S. circuit had a negative theater level cash flow, we see forward momentum with a 46% increase over our Q4 2020 theater level cash flow. While our three live theaters in New York City and Chicago continued to be closed by government mandate, we anticipate that the Orpheum and Minetta Lane Theatres in New York City will resume public performances sometime in September of 2021. Understanding the impact that our long-term tenants face, we did provide rent relief arrangements to certain producers who occupy our live theaters. In Australia and New Zealand, as of today, 95% of our third-party lease tenants are open, and our remaining abatement deferral arrangements due to the legislative code of conduct are at de minimis levels.

So after a really challenging year, we have much to be hopeful about. The movie lineup for the remainder of 2021 is very strong, and we see the willingness of movie studios to release tentpole movies theatrically. The ongoing vaccine rollout in the U.S. has been impressive. As of today, just over 60% of U.S. adults have received at least one vaccination shot. And the CDC recently said fully vaccinated people can resume activities without wearing a mask or physically distancing, except where required by applicable laws, rules and regulations. And we continue to watch Australia and New Zealand as they demonstrate an impressively measured approach to COVID. While we appreciate the positive news, we know we’re not out of the woods yet. So to provide our company with further support and liquidity through 2021 and 2022 and likewise recognizing the need to focus our capital investments, we decided to monetize our Auburn Redyard Centre in Sydney, Australia and our Royal George Theatre in Chicago.

We’re in exclusive negotiations with a qualified buyer to sell the Auburn Redyard property. And on May 14, 2021, we entered into a definitive purchase and sale agreement with respect to our Royal George property. We anticipate that these two transactions will close around the end of the second quarter of 2021. Auburn Redyard has a substantial raw land component, which would take substantial capital to develop. Over recent years, we’ve acquired the infilled Telstra building and built and leased the available pad spaces. Accordingly, the location is, at this time, essentially mature and ready for monetization. Our Royal George property suffered a fire loss and has no encumbering leases. Accordingly, it too would require a material capital investment to take it to the next level of value, which made it an easy selection for monetization.

Let me reiterate here our ongoing commitment to our two-business, three-country strategy. While we’ve elected to monetize certain real estate assets, which we believe have achieved the highest level of value reasonably achievable without significant additional capital investment and while we have used the proceeds for those sales to preserve other assets and business operations, upon the return to normal cinema operating conditions, we anticipate the funds will flow back into the real estate part of our business. Our retained real estate assets, including 44 Union Square and Cinema one, two and three in New York, Courtenay Central in Wellington, Newmarket Village in Brisbane, Cannon Park in Townsville and our Viaduct properties in Philadelphia, continue to offer substantial opportunities for the further development and enhancement of our real estate business.

Now let’s turn to a Q1 2021 review of our global cinema business. At $18.1 million, our Q1 2020 global cinema total revenues decreased 61% from $46.3 million in Q1 of 2020. We recorded an operating loss of $8.3 million versus an operating loss of $2.7 million in Q1 of 2020. In an encouraging sign of progressively improving operations, our Q1 2021 global cinema revenues increased 49% from Q4 2020. And our Q1 2021 global cinema operating loss decreased by 29% from the Q4 2020 loss. This turning point gives us hope and optimism about the future of the business and our company. As of March 31, 2021, 53 of our 61 global cinemas, including joint ventures, were open. As of today, 56 of our 61 global cinemas are open. Note, however, that our Reading Cinemas at Courtenay Central in New Zealand remains closed due to seismic concerns.

The gross box office performances of Godzilla vs. Kong released on March 31, 2021, and Demon Slayer released on April 23, 2021, in U.S. theaters demonstrated the pent-up demand among moviegoers to return to the big screen. Reflecting our continued focus on food and beverage, our food and beverage spend per patron in all three countries despite the pandemic again set records for the highest quarter first quarter ever. During Q1, our global management team continued to proactively manage our cinema cash burn across all three countries. While Australia’s JobKeeper Payment Program officially ended on March 27, 2021, a portion of our first quarter 2021 cinema-level staff costs were covered by that program up to its termination.

Government funding programs in New Zealand ended in 2020. And in the U.S., due to our public company status, we didn’t qualify for any government-sponsored funding. We’ve negotiated deferrals and/or abatements with virtually all of our 45 third-party landlords, and in some cases, are currently working to negotiate further extensions of those arrangements. As of March 31, 2021, our total liabilities include $19.3 million of deferred rent for our global cinemas. These amounts and classifications are subject to change due to our ongoing negotiations with our landlords. We also continued to scale back on our capital expenditures to the fullest extent possible. During the first quarter, our management continued to work on and progressed certain revenue efforts borne out of the COVID-19 crisis.

We continued to expand our private screening program in all three countries. In the U.S., we continued our Cinema Eats at Home program. We expanded the reach of our Angelika Anywhere streaming platform, which is available in the U.S., and we’ll be expanding to Australia and New Zealand later this year. We received a few questions about the economic progress of these new initiatives. Our Q1 2021 revenues generated by these efforts were not material. However, while most of our global cinemas have reopened, these efforts will indeed continue, and hopefully, we’ll be reporting on them more meaningfully in the future. Let me go back to some more market detail about our global cinema business, starting with the United States.

As of today, 83% of our U.S. cinemas are operating with seating capacity restrictions in place that vary from market to market. While our U.S. cinemas have endured significantly more downtime as a result of the pandemic than our cinemas in Australia and New Zealand, we’re pleased to report that 69% of our U.S. cinemas that remained closed at the end of 2020 did reopen during the first quarter of 2021. Four of our consolidated theaters in Hawaii remain closed. Our consolidated theater at the Kahala Mall in Honolulu, which was temporary closed for a complete renovation prior to the start of the pandemic, remains closed today. We anticipate reactivating this renovation during the third quarter of 2021. We also anticipate reopening our consolidated theater in Kapolei during the fourth quarter of 2021.

And we do not have reopening dates at this time for our other two cinemas in Hawaii. Due to the pandemic, our first quarter 2021 U.S. total cinema revenues decreased by 84% to $3.8 million compared to the first quarter of 2020. And our cinema segment operating loss increased to $9 million from a loss of $4.5 million in the first quarter of 2020. However, again, in a sign of improving operational conditions, our first quarter of 2021 total cinema revenues for our U.S. circuit increased by 33%, and our cinema segment operating loss decreased by 16% compared to the same metrics for the fourth quarter of 2020.

Now turning to Australia. As of today, 100% of our cinemas are open, and most of our Australian cinemas have returned to 100% of available ceding capacity. As a result of the pandemic, our first quarter 2021 total cinema revenues decreased by 38% to $12.1 million compared to Q1 2020. And our Q1 2021 cinema segment operating income decreased by 58%. Again, in what we hope to be a growing trend, our first quarter 2021 total cinema revenues increased by 60% compared to the fourth quarter of 2020, and our first quarter 2021 cinema segment operating income increased by 214% compared to the fourth quarter of 2020. Regarding our development plans in Australia.

Our new six-screen Reading Cinema at the Direct Factory Outlet in Jindalee in Queensland, which opened for the 2020 holiday season, continues to trade well. And we have commenced the fit-out of our new Reading Cinema at Millers Junction Village in Altona in Victoria and expected to open by the end of June of 2021. With respect to our new Reading Cinema in Traralgon in Victoria, our landlord has been delayed in turning over the space for the cinema fit-out, and we continue to discuss the project with our landlord. We expect handover from the landlord of our South City Square location in the Brisbane area for a new eight-screen cinema in early 2022 with an anticipated mid-2022 opening. Assuming all three of these cinemas are constructed, our anticipated capital expenditure will be approximately AUD 13 million.

Now turning to New Zealand. As of today, all of our cinemas in New Zealand are operating except for the Reading Cinema at Courtenay Central. Indoor theaters there continue to operate without any physical distancing measures in place, so all seats are available for sale. Due to the pandemic, our first quarter 2021 total cinema revenues decreased by 35% to $2.2 million compared to the first quarter of 2020, and our cinema segment operating loss increased by 35%. And once again, in a sign of improving operational conditions, our first quarter 2021 total cinema revenues increased by 27%, and cinema segment operating loss decreased by 55% compared to the same metrics for the fourth quarter of 2020.

The global upcoming 2021 release schedule looks fantastic. Following the monster hits Godzilla vs. Kong and Demon Slayer, Our team is excited about the second half of 2021, which appears to be packed with potential blockbusters. At the end of May 2021, Cruella and A Quiet Place Part II are scheduled to open. Fast & Furious 9 is now scheduled to open in June of 2021 and Space Jam: A New Legacy, Black Widow and Jungle Cruise to open in July of 2021. And as of today, the fourth quarter of 2021 slate includes No Time To Die, Top Gun: Maverick and Eternals. Similar to what we experienced Godzilla and Demon Slayer, we expect that each of these movies will benefit from the pent-up demand to get out of the house and share a true popcorn movie with an audience.

We’ve received a few questions about possible agreements with the five major studios regarding new windows and film splits. In the U.S., at the moment, we do not have any new definitive long-term overall film deals with distributors that adjust changing windows or film splits or participation in premium video on-demand deals. We believe that for pre-pandemic periods, our historic film deals were competitive based on our relative size compared to our larger peers. Today, we believe that the theatrical release windows will be and have been shrinking. In light of this shifting window, we believe that our historic practice of negotiating film deals in the U.S. competitive with our larger peers will continue. In fact, as of today, the current film rental rates for certain movies in the U.S. with a shortened or no theatrical window have reflected lower film terms compared to pre-COVID levels.

In Australia and New Zealand, the same themes apply. We do not have any definitive long-term overall film deals with distributors that adjust changing windows or film splits or participation in PVOD deals. I’ll add that taking into account the nature of the cinema industry in Australia and New Zealand, we believe that in the near term, the length of the overall exclusive theatrical window in Australia and New Zealand should remain longer than the U.S. We also received questions about arthouse product being acquired by streaming companies and whether the volume and quality of arthouse movies has changed. We anticipate strong movies debuting at the upcoming Cannes Film Festival in July of 2021 and during the film festivals being held during the fall of 2021.

We understand that many films were held back by producers as the pandemic unfolded and are now being marketed for sale to distributors. So we expect stronger upcoming film festivals, which should then enure to the benefit of arthouses hungry for quality specialty film.

Streamers do continue making record-breaking purchases of independent films. However, those services like Netflix, Amazon and Apple TV have announced exclusive theatrical windows of 7 to 21 days for some of their more high-profile films. For example, this week, Apple TV made a deal with A24 to release the Joel Cohen-directed Tragedy of Macbeth starring Denzel Washington and Frances McDormand.

It should open in theaters during the fourth quarter of 2021. While streamers may appear to be dominating the acquisition of independent titles, we believe at the same time, streaming services understand the benefit to their content of growing audience awareness by also offering a theatrical window. Next, we turn to our global real estate business. Our real estate business was less impacted by COVID-19 than our cinema business, which reflects the strength of our dual and diversified business plan. Our first quarter of 2021 total real estate revenue decreased by 28% to $3.3 million compared to the first quarter of 2020. And we reported a first quarter 2021 operating loss of $1.1 million. This decrease was driven by a few key factors.

Our U.S. live theaters remain closed due to government order for all of the first quarter. We eliminated intercompany rent revenue from some of our fee-interest cinemas. And albeit on a much reduced basis compared to prior quarters in 2020, we continue to issue a small amount of rent abatements or deferrals to a handful of third-party tenants in Australia whose businesses were impacted by COVID through the first quarter. It should be noted that the Australian code of conduct came to an end in most Australian states at the end of March 2021, which signaled the commencement of rent deferral payments over a 24-month period. And in New Zealand, there were no COVID-related rent abatements provided to any third-party tenants during the first quarter of 2021.

Our first quarter of 2021 real estate revenue and income declines were offset to some extent by the receipt in October 2020 of cash rent from our full-floor tenant at our Culver City building in the U.S.; the elimination in Australia of our third-party property management contracts, which reflects the continued strengthening of our internal property team; the receipt of live theater license fee revenue from certain tenants; and a reduction in operating expenses due to a COVID-19-related rent abatement from a ground lessor in Australia.

As of March 31, 2021, our combined Australian and New Zealand portfolio consisted of 100 third-party tenant spaces with a gross leasable area of over 365,000 square feet. Of our GLA or gross leasable area, 96% was occupied by third-party tenants as of the close of the first quarter of 2021. And as of March 31, 2021, we had 10 vacant third-party tenant spaces and 92 active third-party lease tenancies. Currently, 87 of those tenants are open, but five are closed due to tenant fit-out works unrelated to COVID.

During the first quarter of 2021, we collected 93% of our billed recurring rents, which include base rent and cost reimbursements. And during the first quarter, we maintained momentum with our third-party leasing activity by completing five new leases and one lease renewal at our Newmarket Village, Belmont Common, Auburn Redyard and New Zealand properties, collectively representing over 25,000 square feet.

Now I’ll turn to the status of our key capital projects, starting with our 44 Union Square property in New York City. Despite the pandemic on August 31, 2020, we substantially completed and obtained a temporary certificate of occupancy for the core and shell of the 44 Union Square building. This means that the building is now available for construction of tenant improvements when leases are put in place. Many of you have asked again, what is a realistic time line for the leasing of the 44 Union Square look like?

We still strongly believe that the location of 44 Union Square will be key to that property’s success as it’s one of the few brandable buildings in the area. But we can’t ignore the fact that the retail and office leasing environments in Manhattan and the Midtown South market have been severely impacted by the pandemic. Despite this, we’ve been in discussions with various retailers. We’ll wait to make the right deal, not a rushed pandemic deal. And we continue to have confidence in New York as one of the world’s most dynamic cities for business and entertainment.

We cannot offer any assurance as to when the building will be fully leased, and we do not want to quantify a dollar per square foot expectation. Turning to our Courtenay Central property in New Zealand. During the last 12 months, we’ve dedicated internal resources to determine how to progress the development plans of Courtney Central in light of the pandemic challenges and the loss of our 9-story parking garage due to the Pre-Recorded 2006 earthquake. As our recovery starts to take shape and we develop a new capital allocation strategy, we’ll focus on the restoration and renewal of Courtney Central as an integrated component of our overall holdings in Wellington.

We intend to take advantage of the opportunity under development directly across the street from Courtney Central, the beautiful state-of-the-art Wellington Convention and Exhibition Center named Takina that’s slated to open in 2023. Takina will join the district that’s already home to the National Te Papa Museum and the St. James Theatre. Working together with the various stakeholders in Wellington, we want to be a key part of the ongoing activation and reactivation of the downtown entertainment district of this world-class city. Now before I turn it over to Gilbert for a financial review of the first quarter of 2021, on behalf of Margaret, our Board and myself, we again want to extend our sincerest appreciation to the global Reading team.

Many on our team have worked tirelessly on behalf of our company and our stockholders through the most unique and unparalleled event of our lifetime. While we know we’re not out of the woods just yet, it is the daily efforts of the Reading team under extraordinary circumstances for the last 13 to 14 months that are responsible for getting our company and its various divisions to a more stabilized position. And for that, we say thank you. With that, I’ll turn it over to Gilbert.

Gilbert Avanes

Thank you, Ellen. Consolidated revenues for the first quarter of 2021 decreased by 57% to $21.3 million compared to the same period last year. This decrease was attributable to the ongoing temporary closure of some of our cinemas in the first quarter of 2021 compared to the first quarter of 2020 when our global cinemas closed during the last half of March 2020 due to the COVID-19 pandemic; reduced seating occupancy as a result of social distancing measures and changes to the release schedule by some distributors, which collectively led to a significant drop in attendance compared to the first quarter of 2020. This was further impacted by the ongoing temporary closure of our U.S. theaters and the rent abatement period to a handful of our third-party tenants as a result of COVID-19 pandemic.

This was partially offset during the first quarter of 2021 by the Australia and New Zealand dollar strengthening against the U.S. dollar by 17.5% and 13.3%, respectively, compared to the same prior – same period prior year. Net income attributable to RDI common stockholders for the quarter ended March 31, 2021, increased by $24.8 million to $19 million when compared to the same period of prior year. Basic earnings per share increased by $0.14 to $0.87 for the quarter ended March 31, 2021. These increases were due to the sale of our non-income-producing land in Manukau, New Zealand and Coachella, California.

Non-segment general and administrative expenses for the quarter ended March 31, 2021, decreased by 6% or $0.3 million to $4.1 million compared to the quarter ended March 31, 2020, due to savings in payroll costs as a result of Wage Subsidy Program in Australia, which expired on March 27, 2021, and a reduction in corporate staff; reduced costs related to corporate airfare and travel as a result of COVID-19 restriction; and decreases in professional and legal services.

This was partially offset by strengthening of Australia and New Zealand dollar against the U.S. dollar. For the first quarter of 2021, income tax expenses increased by $10.7 million to $7.7 million compared to the equivalent prior year period. The change between 2021 and 2020 is primarily related to the increase in pretax income in 2021 due to the sale of our Manukau and Coachella properties. For the first quarter of 2021, our adjusted EBITDA increased by $38.5 million compared to the same prior year period to an adjusted EBITDA of $36.7 million.

This increase was also primarily the result of our gain on sale of our assets relating to the sale of our Manukau and Coachella properties. Shifting to cash flow. For the quarter ended March 31, 2021, the net cash used in operating activities decreased by $4.9 million to a net cash used of $3.8 million when compared to the same prior year period. This was primarily driven by a $20.9 million decrease in cash inflow from operating activities, offset by a $20.8 million increase in net change in operating assets and liabilities resulting from savings from rent abatement and taxes payable.

Cash provided by investing activities during the quarter ended March 31, 2021, was $63.9 million, mainly related to $65.6 million proceeds from the sale of our Manukau and Coachella properties and an $8.1 million decrease in capital expenditures. Cash used in financing activities was $40.7 million during the quarter ended March 31, 2021, mainly related to $42.6 million of loan repayment related to 44 Union Square and $5.3 million of Coachella’s non-controlling interest distributions, offset by $2.3 million of new borrowings related to Jindalee. Turning now to our financial position. Our total assets on March 31, 2021, were $668 million compared to $690.2 million at December 31, 2020.

This decrease was primarily driven by the $36 million decrease in operating property due to the sale of our Manukau and Coachella properties and the use of a portion of those proceeds to pay down debt or to satisfy other outstanding obligations, offset by a $14.1 million increase in cash and cash equivalent, which was also mainly due to our sale of our assets. Management drew down the available operating borrowing capacity in the first quarter of 2020 and implemented an immediate program to reduce cost and cash outlay. As our cinemas have reopened, a portion of these borrowings have now been repaid. On March 31, 2021, we paid down $1.3 million on our Bank of America revolving credit facility, bringing the total to $5.1 million available to be drawn under this facility. On March 31, 2021, our total outstanding borrowings were $243 million.

Our cash and cash equivalent as of March 31, 2021, were $40.9 million, which included approximately $70.6 million in the U.S., $9.2 million in Australia and $14.1 million in New Zealand. Further, we have successfully negotiated certain modifications to our loan agreements with Bank of America, NAB and Westpac. These loan modifications include changes to some of our covenant compliance terms and waivers to certain covenant testing periods.

We believe that our lenders understand that the current situation is not of our making, that we are doing everything that can reasonably be done and that as a result, our relationship with our lenders is good. As of March 31, 2021, we were in compliance with all of our covenants under these loans. As we have previously mentioned, on December 31, 2020, to fund the completion of our relative – recently opened cinema in Jindalee, Queensland, we increased the core portion of our revolver corporate market loan facility with NAB by AUD 3 million. As of April 30, 2021, we repaid the first AUD 500,000, and these repayments will continue every six months until fully repaid on October 31, 2023. This amendment increases the facility limit to AUD 123 million, which will be reduced back to AUD 120 million as the Jindalee funding is repaid. On April 29, 2021.

Westpac waived the requirement to test certain covenants as of March 31, 2021. On May 7, 2021, we repaid $11.2 million of this debt as a permanent reduction of that facility by the same amount. As Ellen noted in regards to our 44 Union Square property, on March 26, 2021, we repaid the $40.6 million construction loan, which was secured by that property.

On May 7, 2021, we closed on a new 3-year $65 million loan facility with Emerald Creek Capital. Proceeds were immediately drawn, subject to certain customary reserves. The facility bears a variable interest rate of 1-month LIBOR plus 6.9% with a floor of 7% and has two 12-month options to extend. This loan may be repaid with notice after 12 months without the payment of any premium. As we continue to be focused on preserving our liquidity, we did not repurchase any of our shares in the first quarter of 2021.

Through March 31, 2021, we have repurchased 1,792,000 shares of Class A common stock at an average price of $13.39 per share, excluding transaction costs. The last shares repurchased made by our company was made on March 5, 2020, at which time, 25,000 shares were purchased at an average cost per share of $7.30. This leaves $26 million available under the March 2, 2017, program as extended to March 2, 2022. With the COVID-19 impact on our overall liquidity, our stock repurchase program has and will likely continue to take a lower capital allocation priority for the foreseeable future. With that, I will now turn it over to Andrzej.

Andrzej Matyczynski

Thanks, Gilbert. As usual, I’d like to thank our stockholders for forwarding questions to our Investor Relations e-mail. In addition to addressing some of your questions in Ellen’s disclosure, we’ve also compiled a set of questions and answers representing the most common questions and recurring themes e-mailed to us.

Our first question, which would go to Ellen, are the non-core asset sales complete? Or could the company continue to use this route to add cash to the balance sheet?

Ellen Cotter

Assuming that the vaccination rollout continues apace in the U.S., Australia and New Zealand continue to demonstrate global leadership and approaching COVID and the film company support the theatrical release of their major movies in our theaters, we believe we will have raised enough liquidity with the strategic real estate sales that have been completed or in the process of being completed that I’ve mentioned in the call today to cover our cash needs for the next 18 months. So we believe we’re substantially finished culling our property portfolio for assets to be sold. However, there is one remaining non-core property asset in New Zealand that we are considering for sale at this time.

Andrzej Matyczynski

Thanks, Ellen. We have another question. What is the current monthly cash burn rate in the cinema division as of March 31, 2021, excluding government subsidies? Gilbert, how about you?

Gilbert Avanes

As detailed in our Form 10-Q Cinema Exhibition result, the operating results for each business have been provided on a quarterly basis. As we have mentioned in our previous earnings call, we are hesitant to quote a monthly burn rate as it may not be appropriate due to the cyclical nature of the industry as well as the current COVID-19 pandemic. Regarding our expenses, we’re continuously negotiating with our landlords regarding deferrals and/or abatement.

And while Australia did receive some funds through the reduced JobKeeper Payment Program, which expired on March 27, 2021, the U.S. and the New Zealand circuits did not receive any government wage subsidies in Q1 2021. With 66 of our global theaters now being opened, we are seeking a positive momentum within our cinema circuits due to the pent-up demand combined with the stronger film titles scheduled to be released in 2021 and beyond. We are encouraged by the tentpole lineup for 2021, which includes Fast & Furious 9, Black Widow, Space Jam 2, Jungle Cruise. All four of these titles are scheduled to be released over the next two months.

Andrzej Matyczynski

Thanks, Gilbert. For when it makes sense to restart the refurbishment program, how many more theaters are left in our CapEx plans for U.S. theaters? Ellen, could you address that?

Ellen Cotter

As of today and with the completion of the consolidated theater at the Kahala Mall in Hawaii, nine of our 24 theaters or about 38% feature luxury recliner seating and an elevated F&B offering. Subject to successfully reformulating our capital allocation strategy in 2021 and 2022, we have about seven U.S. theaters that would require substantial investment over the next few years to remain competitive.

Those renovations would need to include conversions to luxury recliner seating and F&B upgrades. Assuming the industry continues to perform along the improvement trends demonstrated in the last few months, we’d expect the theater level cash flow of those seven theaters to favorably respond to a substantial renovation.

Andrzej Matyczynski

Thanks, Ellen. Is the $19.3 million in deferred rent payables that we mentioned included on the balance sheet? If so, in what specific liability accounts? And regarding these rent deferrals that we will have to pay, can you update us on total amount of rent you are obligated to pay in the next 12 to 18 months?

Gilbert Avanes

Our deferred rent payments of $19.3 million is split on our balance sheet based on the repayment information available at March 31, 2021. Amounts repayable within 12 months at that date are presented in accounts payable and liabilities, $16.5 million; and amounts due beyond March 31, 2022, are recorded in other liabilities, $1.2 million. These amounts are classified and are subject to change due to our ongoing negotiations with our landlords.

Andrzej Matyczynski

Great, Gilbert. The next question, confirm that the City Cinemas brand has been retired by being replaced by Angelika. In addition to Cinemas 1, 2 and 3, Village East and Tower, what additional theaters are slated to be rebranded, example, Angelika or other? Ellen?

Ellen Cotter

Yes. We can confirm that the City Cinemas brand has been retired and replaced by Angelika at the Cinema 1, 2 and 3 and the Village East in New York. We did this in an effort to improve efficiencies across expenses and staffing and to expand the reach of the Angelika brand through marketing and social media and potentially improve the users visiting our Angelika Anywhere streaming platform.

The Cinema 1, 2 and 3, Village East and the Tower in Sacramento had historically always relied in our house programming, similar to the Angelika brand. So this seemed a natural fit or extension for our circuit. Today, in the U.S., other than potentially one theater in San Diego, there are no other theaters that we would consider rebranding to Angelika. However, as we’ve mentioned in previous stockholder calls or communications, we are actually considering adding the Angelika name or branding to a new theater in the Australian portfolio.

Andrzej Matyczynski

Okay. So moving on, food and beverage, what are our expectations with food and beverage trends when admissions improve? Do we believe there’ll be hesitation around these products until the consumer is more comfortable? Ellen, can you handle that as well?

Ellen Cotter

As of the end of the first quarter, the F&B spend per patron in each country set quarterly records again. In the United States, Australia and New Zealand, we don’t see any hesitation around purchasing and consuming F&B in our theaters. For instance, in the U.S., our year-to-date 2021 F&B spend per person was $7.92 versus $5.39 for the first four months of 2019.

Okay. So moving on, food and beverage, what are our expectations with food and beverage trends when admissions improve, we anticipate that our F&B sales will continue to improve. For instance, transaction times allowing lines to move quickly will foster improved sales when government restrictions are lifted and our F&B services, such as self-serve soda, condiment counters and grab-and-go water and candy displays, are allowed to reactivate.

Due to a variety of COVID-related issues, such as labor, food cost or supply, some of our global cinemas are not consistently offering 1000% of our pre-COVID F&B menu. Though our staff works hard to save those sales by converting guests over to a substitute product, inevitably being able to again offer our full menu will generate improved sales. Restarting our Spotlight dine-in service at our Reading Cinemas in Murrieta, California will support our overall U.S. F&B revenues.

And we anticipate incremental sales from new and renovated cinemas like Millers Junction Village in Victoria and our consolidated theater at Kahala Mall. And lastly, as we refine the F&B ordering functionality of our new mobile app, we anticipate increased sales from the app. In sum, our company globally has performed really well in the F&B arena over the past few years, and we expect those trends to continue as our admissions continue to return.

Andrzej Matyczynski

Thanks, Ellen. So we turn to our last question. The company has attended a declining number of investment conferences and offers only those earnings audio casts. What additional proactive steps will the company take to attract both sell-side analysts and buy-side investors to the company to obtain a lower cost of capital and higher valuation? With the current pandemic, virtual investor conferences eliminate travel time and costs to participate. What of the increasing number of online conferences being offered is Reading pursuing?

Well, as of today, the company is scheduled to participate in a fireside chat presentation at the Gabelli Funds 30th Annual Broadcast and Entertainment Symposium to be held virtually on Thursday, June 3rd of this year. Also, through an increase in the use of non-deal road shows, the company hopes to attract additional sell-side and buy-side analyst coverage. And in addition, the company will continue to participate in investor conference presentations that are appropriate. With that, we’ll call the call to an end. And we appreciate, as always, your listening to the call today. Thank you for sending in your questions and your attention, and we wish everyone good health and safety. Thank you.

Ellen Cotter

Thank you.

Question-and-Answer Session

Q -

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