Thank you for joining Reading International’s Earnings Call to discuss our 2023 Third 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’ll 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 all our actual performance to be materially different from the performance indicated or implied by such statements. Such risk factors are clearly set out in our SEC filings. We undertake no obligation to publicly update or revise any forward-looking statements.

In addition, we will discuss non-GAAP financial measures on this call. Reconciliations and definitions of non-GAAP financial measures, which are segment operating income, EBITDA and adjusted EBITDA are included in our recently issued 2023, third 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 non-recurring in accordance with the two-year SEC requirement for determining whether an item is non-recurring, infrequent or unusual in nature.

We believe that the 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. ATP, average ticket price is also used as an accepted industry acronym.

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 cinema’s revenues generated by food and beverage sales by the number of admissions at that cinema.

Cash Flow Pre-Occupancy, CFPO is an internal measure that we used to show the profitability of a particular location on the level playing field. This measure ignores the ownership versus leasing issues associated with the location by excluding depreciation/amortization and/or rent, common area costs and rail property taxes.

Please note that our comments are necessarily summary in nature, and anything we say is qualified by the more retail disclosure set forth in our Form 10-Q and other filings with the US Securities and Exchange Commission.

So with that behind us, I'll turn it over to Ellen, who will review our 2020 third quarter results and discuss our business strategy going forward, followed by Gilbert, who will provide a more detailed financial review. .

The Ballad of Songbirds and Snakes, Migration, Wonka, The Color Purple, and Aquaman and the Lost Kingdom.

In the last weeks of 2023 should benefit greatly from the recently settled SAG-AFTRA strike to have many movies like Aquaman and Wonka -- to have movies like Aquaman and Wonka be able to be promoted fully with support from lead actors, Jason Momoa and Timothy Chalamet, should go a long way to boosting the grossing potential of these tentpole movies.

While we're thrilled that the riders and sack strike have come to an end, we anticipate that the halting of movie production from May 2023 until this month will have some negative impact on the release schedule for '24 and even early '25. Now, let's turn to our US cinema division, which again delivered encouraging third quarter 23 results.

Our attendance in this division increased 27% from Q3 2022. Our US cinema revenue increased by 39% to $34.2 million compared to Q3 2022, represented the best quarterly revenue performance since Q4 2019 and outperformed Q2 2023 revenue performance.

At $300,000, our US cinema operating income increased by $4.3 million compared to the third quarter of $22 million and our positive theater level cash flow was almost 200% ahead of the same quarter last year. Other notable third quarter milestones at $12.81, our average ticket price is the highest third quarter ever.

Our continued F&B focus led to an F&B SPP of $7.58, which is the third highest third quarter ever. It’s impressive when you take into account that this result comes despite as of this year, all of our US cinemas offered a value-priced Tuesday with concession discounts in addition to the rollout of a variety of other F&B discount programs.

Our ancillary revenue generated primarily from theater rentals and online service fees was the highest third quarter on record. Our US specialty cinemas continued to shine, led by the Angelica Film Center in New York City.

Our third quarter 2023 box office at the Angelica increased by over 100% compared to the third quarter of '22 and was higher than the box office generated in the third quarter of 2019. The gross box office engagements of past lives at the Angelica New York ranks as the highest in the US.

Since the films premier on June 2 of '23, it's grossed over $605,000. Theater Camp, which opened in July, has also achieved its highest box office engagement at the Angelica New York. And our Angelica membership, which launched in April of 22 has broken through the 100,000-member threshold.

Not only have our programming, operating and marketing teams have been hard at work over the last quarter, our executive team has focused on reducing our fixed expenses by attempting to renegotiate leases across the portfolio, closing unprofitable cinemas, which would have required material capital investment for a return to profitability.

And otherwise took steps to stem theater cash losses. As we reported in our 10-Q, we closed two cinemas in Hawaii in July and just closed another Reading Cinema in Rohnert Park, California. In each case, these cinema leases were either at the end of their term or being held on a month-to-month basis.

And now turning to our international cinema divisions. Our Australian circuit also delivered an encouraging third quarter 2023 performance, thanks to movies in Australia like Barbie, Oppenheimer, Mission Impossible, Indiana Jones, and Elemental.

The Australian cinema revenue was $24.2 million, which increased by 21% compared to the third quarter of 2022 and was the best third quarter revenue since Q3 2019. At $3.5 million, our third quarter 2023 Australian cinema operating income increased by 123% compared to the third quarter of 2022.

Given the continued decline in the value of the Australian dollar, these operational increases were even more impressive when measured in local currency Our Australian circuit achieved several notable milestones during the third quarter. At AUD13.74, our Q3 2023 average ticket price in Australia was the second highest third quarter ever.

At AUD7.24, our F&B SPP was the second highest third quarter of all time. And our online F&B sales continue to grow achieving just about 9% of total Australian F&B sales, up from 7.3% in the third quarter of 2022. Throughout the quarter, we continued to execute on our growth initiatives and develop our pipeline in Australia.

On August 24th, 2023, we opened our beautiful eight-screen Angelika Film Center at South City Square in Brisbane. And we opened a five-screen Reading Cinema with TITAN LUXE at Busselton in Western Australia on September 22nd, 2023. And now turning to New Zealand.

At $4.3 million, our third quarter 2023 New Zealand cinema revenues increased by 16% compared to the third quarter last year. At $551,000, our third quarter 2023 New Zealand cinema operating income increased by $277,000 compared to the third quarter last year. Our New Zealand circuit also achieved several notable milestones during the quarter.

Our Q3 2023 average ticket price was $12.05, representing the highest third quarter ever. At NZD6.25, our F&B SPP was the second highest third quarter of all time. And our online F&B sales continue to grow in New Zealand as well, achieving 7.2% of total F&B sales, up from 5% in the third quarter of 2022.

Now, let's turn to our global real estate business. Our Q3 2023 global real estate revenue increased 24% to $5.1 million compared to Q3 of $22 million and our third quarter 2023 real estate operating income of $920,000 improved 700% from the third quarter last year.

The improved third quarter real estate operating results are primarily due to Petco at 44 Union Square, whose rent commenced in the fourth quarter of 2022, along with increased attendance at our Medallion theater as it continues to be the home of audible theater.

As a result, our real estate business achieved the highest third quarter real estate revenue and operating income since the third quarter of 2019.

In the US, our third quarter 2023 real estate revenue increased by $1.1 million, or 206% to $1.6 million primarily due to Petco's rent, along with the increased revenue from our live theaters in New York City.

On a US dollar basis, Australian real estate revenue for the third quarter decreased slightly by $91,000 to $3.1 million compared to the third quarter of 2022 and in New Zealand, our third quarter real estate revenue decreased slightly by $10,000 to $380,000 compared to the same quarter last year.

And focusing on the Australia New Zealand real estate portfolio, as of September 30 of 2023, we had 77 third-party tenants in our combined Australian and New Zealand real estate portfolio for available spaces. We had a total third-party occupancy rate of 97%. We executed four leases during the quarter, three new leases and one lease renewal.

And our Australian third-party tenants achieved sales for the quarter of over AUD 30 million. Now let's turn to the status of our asset monetizations to support our liquidity needs. I mentioned earlier that our cinema property in Mainland New South Wales sold for AUD 2.8 million.

That sale closed on October 25, 2023, and we've leased back the cinema on a short-term rental basis. This was a transaction which while supporting our liquidity needs might have been done anyway due to competitive market conditions.

This transaction is reflective of the fact that we're not in the process of fire sales -- fire selling our tangible assets. Rather, we continue to be in the process of strategic calling.

All of the real estate assets that we've monetized is the beginning of the COVID-19 pandemic have been assets that have reached full value that were not distressed and would have required substantial capital investment to generate any meaningful increase in value.

With respect to our office building in Culver City, California, unfortunately, Newmark has not been able to sell the building at its advertised price.

While we believe that the property has a fair market value in excess of its book value, the office market in Los Angeles continued to deteriorate over the summer due to interest rate hikes, continuing work-from-home trends can result in increasing office space vacancies and the prevalence of bottom theaters looking for distressed real estate.

The 27,000 square foot space is located in Culver City, and it's a very compelling and strategic location. Our neighbors are some of the most important leaders in entertainment and media, and we're right on the I-405 and across the street from a Westfield Mall.

To ensure that we're reaching the widest pool of potential buyers across the globe, we're putting the asset up for marketing and auction on a leading international online auction platform. We expect that the building to be sold through this auction process in the first quarter of 2024.

Newmark will continue to be the exclusive listing agent through the process. We expect to know our user will purchase the building and are offering it on a vacant occupancy basis. However, we would be open to dealing with an investor looking to purchase the building with the leaseback of the second floor, which we currently occupy.

Our first floor tenant has surrendered its premises and breach of its lease, and we've drawn down on a letter of credit securing its obligations under that race. The first floor is fully built out and ready for occupancy.

Our almost 27-acre industrial site in Williamsport, Pennsylvania is a property that doesn't have any strategic value to our company. We've received proposals from potential buyers, but don't believe they reflect fair value based on an independent September 2023 appraisal. Our broker CBRE continues its marketing efforts.

We're offering the property on a vacant possession basis as our long-term industrial tenant has given notice that it's terminating its month-to-month tenancy at the end of November. A principal component of value is its connection to the principal rail line servicing that part of Pennsylvania in its extensive rail yard.

Our Reading Viaduct property, together with various adjacent properties in Philadelphia continues to be an area of focus for us. These properties have been part of our company for over 100 years and consequently are not shown as material assets on our balance sheet.

But while having negligible book value, they aggregate over 350,000 square feet of land and bridge works. In light of the benefits brought to New York City by the high line and the support being shown for development of the Camden Highline in London, England, the first phase of which has obtained planning approval in January of this year.

We believe that this uninterrupted corridor connecting Spring Garden to Center City in Philadelphia has significant potential value both to us and to the city and residents of Philly. While shorter than the New York Highline at approximately 3,200 feet, it is substantially wider.

It's Southern terminus connects to Center City, a jump shot from the proposed new home of the 76ers. And its northern end connects to the Spring Garden neighborhood, where a significant number of new housing units have just been finished or under construction.

While the Viaduct is unique property for, which there are not ready sale comparables, land sale transactions along the Viaduct in recent years suggest that the property is of significant value. In recent periods, we began demolishing obsolete structures on the Viaduct and on our properties adjacent to the Viaduct.

The Philadelphia City Council currently has before a proposed ordinance to enable the city to acquire in whole or in part our interest in the Viaduct and to transfer it to a non-for-profit entity for development as a park.

We're in discussions with the city and community leaders about such a transaction or some variation, thereof, and provisions which would enhance the value to our remaining nearby holdings.

We've also taken steps to explore the sale in whole or in part of the Cinema 1, 2 & 3 property in New York City or otherwise reducing our interest in that property.

However, the commercial real estate values in New York have been significantly impacted by the same issues of elevated interest rates, office vacancies and work-from-home preference of employees. We're balancing our need to raise sufficient liquidity against the possibility of selling at a low point in the real estate cycle.

With that, I'll wrap up my business overview for the third quarter, and I'll turn it over to Gilbert..

Thank you, Ellen. Consolidated revenues for the quarter ended September 30, 2023 increased by $15.4 million to $66.6 million when compared to the Q3, 2022.

This increase was primarily driven by increased revenue as a result of strong film slate and rent recognized in Q3 2023 from our Petco tenancy at our 44 Union Square property that did not occur in the same period of the prior year.

Consolidated revenue for the nine months ended September 30, 2023, increased by $21.5 million to $177.4 million, when compared to the same period of the prior year, as a result of the improved performance across our worldwide cinema circuit due to a stronger movie slate and the new rental stream from Petco at 44 Union Square, offset somewhat by the decrease in the value of Australia and New Zealand currencies.

Net loss attributable to Reading International for the quarter ended September 30, 2023, decreased by $0.8 million to a net loss of $4.4 million, when compared to the same period in the prior year.

Basic loss per share decreased by $0.03 to a basic loss per share of $0.20 for the quarter ended September 30, 2023, compared to the quarter ended September 30, 2022. These results are due to improved segment revenue, decreased depreciation and amortization expense, partly offset by increased interest expense and decreased other income.

Net loss attributable to Reading International for the nine months ended September 30, 2023, decreased by $4.7 million to a loss of $18.3 million when compared to the same period in 2022.

Basic loss per share was $0.82 for the nine months ended September 30, 2023, compared to a basic loss per share of $1.04 for the nine months ended September 30, 2022. That was due to better cinema segment results, due to increased attendance in our US cinema circuit, as more patrons return to the theater and stronger film slate.

The rent recognized from our 44 Union Square tenant Petco during the first nine months of the year that did not occur in 2022, decreased G&A expenses and depreciation and amortization expenses, improved impairment expenses that were incurred in 2022 that were not incurred in 2023, partially offset by increased interest expense and a decrease in other income.

Our total company depreciation, amortization, impairment and general and administrative expenses for the quarter ended September 30, 2023, decreased slightly by $0.3 million to $10 million compared to the same quarter in the prior year.

Depreciation, amortization, impairment and G&A expenses for the nine months ended September 30, 2023, decreased by $5.1 million to $29.6 million compared to the same period in the prior year.

These decreases are due to impairment expenses that were incurred in 2022 that did not reoccur in 2023 and decreased depreciation and amortization due to delay in CapEx spending. For the third quarter 2023, income tax expense increased by $0.6 million to income tax expense of $0.9 million compared to the equivalent prior year period.

The changes between third quarter of 2023 and the third quarter of 2022 is primarily related to increase in reserve for valuation allowance in 2023. For the nine months ended September 30, 2023, income tax expense decreased by $1.2 million to income tax expense of $0.3 million compared to the equivalent prior year period.

The changes between nine months of 2023 and nine months of 2022, is primarily related to the decreases in reserve for unrecognized tax benefits in 2023. For the third quarter of 2023, our adjusted EBITDA increased by 0.2 -- by $2.3 million compared to the same prior year period to $6.1 million.

This increase was primarily the result of strengthened cinema operating performance and rent from our Petco tenant. For the nine months ended September 30, 2023, our adjusted EBITDA increased by $5.4 million to $10 million compared to the same prior year period.

This increase is due to an improved net income loss as the result of improved cinema operations and an increase in real estate rental income due to the rent from our Petco tenant, which was not incurred in the same time period in the prior year.

Shifting to cash flow for the nine months ended September 30, 2023, net cash used in operation activities decreased by $19.7 million to net cash used of $6.4 million when compared to the same prior year period.

This was driven by an improved cinema operating performance compared to the prior year period, received of rental income from our tenants at our 44 Union Square property, which did not occur in the same period of prior year and increase in operating liabilities, primarily impacts payable, accounts payable and accrued expenses.

Cash used in investing activities for the nine months ended September 30, 2023, was $6.2 million, which stayed relatively flat compared to the same period of the prior year of $6.4 million.

Cash used in financing activities for the nine months ended September 30, 2023, decreased by $4.1 million to $3.9 million due to borrowing on our existing facility. Turning now to our financial position. Our total assets on September 30, 2023, were $532.6 million compared to $587.1 million on December 31, 2022.

This decrease was driven by an $18 million decrease in cash and cash equivalents for which we funded our ongoing business operations and a $19.7 million decrease in operating lease write-off use asset. As of September 30, 2023, total outstanding borrowings were $208.6 million compared to $215.6 million on December 31, 2022.

Cash and cash equivalent as of September 30, 2023, were $11.9 million, which included approximately $5.5 million in the US, $5.6 million in Australia and $0.7 million in New Zealand.

Further to address the liquidity pressure on our business, we have closed some of our underperforming cinemas, and we have selected certain real estate assets for potential monetization and have listed them for sale.

In Q1 2023, we modified our Bank of America loan, extending the maturity date of the facility to September 4, 2024, and in May 2023, our required monthly repayment of $725,000 commenced. Now September 29, 2023, we paid down $1.2 million of our Cinemas 123 Term Loan and extended the maturity date from October 3, 2023 to October 1, 2024.

In August 2023, we modified our revolving corporate market loan facility with NAB with certain covenants and extended this facility maturity date to July 31, 2025, to continue to maintain the debt as non-current.

As we continue to focus on preserving our liquidity, no shares were purchased during the quarter ended September 30, 2023, and 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 Andre. .

Thanks, Gilbert. 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 to offer additional sites from management.

The first question for Ellen, we received a number of inquiries about our assets in Wellington, New Zealand, seeking an update as to where we are in the development process. .

With respect to our properties in Wellington, we remain committed to finding a path to redeveloping those properties, which includes Courtenay Central that's been temporarily closed since January of 2019.

As a reminder, Courtenay Central, which is one of those three parcels we have in the Wellington, CBD was the foundation of our New Zealand business. It was the cash flowing asset that power both our cinema and real estate businesses in that country.

In 2019, we closed the majority of the building in Wellington due to seismic issue that we discovered that could potentially put the families of Wellington at risk. We're committed to the people-first approach that we've taken to-date.

We also recognize the economic challenges that have occurred over the last several years that have impacted our business, and we continue to take actions that we believe are in the best interest of our company and our stockholders.

We continue to be impressed by the recent elevation of Wellington City by its counsel with the spectacular opening of Tākina and the upgrades and creativity behind the St. James Theater. No, no assurances that's can be given that we'll be successful in completing those redevelopment plans.

Our management team is very focused on and dedicated to working with various stakeholders to find a workable path to commencing our redevelopment. As we continue to work towards finding that path, we believe that the outcomes will be exciting, not only for Wellingtonians and tourists to this capital city, but also our stockholders. .

Thank you, Ellen. Interest expense as far in 2023 has exceeded a EBITDA.

Do you think that you are in a position where you can effectuate asset sales large enough to address your debt and once again have EBITDA exceed interest expense? On what time line should investors expect that you are able to regain this position? Can you provide any color on the status of your attempts to sell Culver City headquarters or the Williamsport property? Gilbert, can you answer this multi-part question, please?.

We are actively pursuing monetization of certain assets as detailed in our Q2 to provide sufficient funds to provide appropriate liquidity to meet our obligations. We have good relationship with our lenders, and we have been able to extend our loans.

During the last quarter, we extended our largest loan with NAV to July 31, 2025, as well as extended our Cinemas 123 loans to October 1, 2024. The recent end of Hollywood strike gives us more confidence that 2023 will end on a positive note, delivering a market improvement over 2022.

Regarding Williamsport, as Ellen mentioned, the offers we have received are not reflective of their fair value. And with respect to our Culver City office, we expect the building to be sold in the first quarter of 2024..

Thanks Gilbert.

Ellen, are there additional underperforming theaters that you have identified for near-term closure? And what is the estimated timing and future savings?.

As we mentioned earlier, in the US, we've closed four underperforming theaters since late 2022, each of which was either at the end of its term or on a month-to-month tenancy. And we estimate that the cash savings from those theaters to be well over $1 million annually.

As of today, we haven't closed any underperforming theaters in Australia or New Zealand. As leases become due, where option terms come up, reviewing the historic cash flow from the theater and the projected CapEx necessary to keep the theater competitive.

If we're not confident that we'll make double-digit return on our invested dollars, it's our current intention not to exercise the option or seek to put in place a new lease. Our management teams are laser-focused on ensuring that each theater has the potential to generate sufficient cash flow into the future.

During 2024, we'll be reviewing a few more theaters in the US for potential closure. However, in each instance, we'll seek to work out with the landlord a deal that's well-balanced and that could potentially give us the confidence that the venue will provide cash flow that meets our targets. .

Thanks Ellen. And finally, a last question for you as well.

What are the Reading's intermediate term plans to maximize and optimize value of each of the Minetta Lane and Orpheum Theater sites?.

Our current plan is to continue to operate the Orpheum and Minetta Lane, each of them as Off-Broadway venues. Given the cost of Broadway productions today, there's considerable interest in the city in Off-Broadway venues.

And our Minetta Lane has been the home of audible theater for more than the past five years and they've indicated an interest in renewing their license on a multiyear basis.

It may be that at some point in the future, a sale or redevelopment of one or both of these properties might make more sense than continuing to enjoy the cash flow from their operations live theater venues.

But we don't believe that time is now, particularly taking into account the current market conditions, interest rates, and the cost of development. .

And that brings us to the end of the conference call. I would like to thank everybody that participated and sent questions for some information from the management team. We appreciate you listening to the call today. Thank you for your attention and wish everyone good health and safety..