Thank you for joining Reading International’s Earnings Call to discuss our 2020 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 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 operating income, EBITDA and adjusted EBITDA, are included in our recently issued 2020 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 can be considered nonrecurring in accordance with the two year SEC requirement for determining an item is nonrecurring, infrequent or unusual in nature. We believe adjusted EBITDA is an important supplemental measure of our performance.

In today’s call, we also use an industry accepted financial measure called theater-level cash flow, which is theater-level revenue less direct theater-level expenses; and property-level cash flow, which is property-level revenue less direct property-level expenses.

Please note that our comments are necessarily summary in nature, and anything we say is qualified by the more detailed disclosure set forth in our 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 the results for the third quarter 2020 and discuss in more detail Reading’s strategies in navigating the COVID-19 pandemic and taking Reading through to the post-COVID era, followed by Gilbert, who will provide a more detailed financial review.

Ellen?.

our real estate and cinema operations in three countries that have had differing approaches and exposure to the COVID-19 crisis; and two, the steps we began implementing early on to cut operating costs to defer or abate rents and to defer capital improvements.

Yesterday, the governments of Australia and New Zealand reported 0 new cases of COVID-19 through community transmission. The United States has had less success but our economy and people are resilient, and we believe that the current disruptions to our U.S. cinema business are more in the nature of a hiatus as opposed to a final curtain.

While about 91% of our revenues today come from the cinema business, between operating and development properties we have over 12.8 million square feet of real estate in the United States, Australia and New Zealand, which are reflected in our September 30, 2020 balance sheet showing total assets of $673.4 million.

At the end of the third quarter, we did a complete asset impairment analysis and determined that no reductions in the carrying values of our assets were required. And while our cinema business and the industry today is facing very challenging times, I’m confident that the cinema industry will get to the other side of COVID-19.

We see encouraging cinema attendance trends in Australia and New Zealand, even without a regular diet of tentpole films. We read about the success of the movie theaters in countries like China and Japan, where cinemas have been allowed to reopen, and they have a strong local film offering.

The private screening program that we launched in our theaters in Q2 2020 has demonstrated that moviegoers are happy to pay a premium to go to the theater, albeit right now with smaller groups. And the film companies, big and small, have reaffirmed their commitment to the theatrical experience.

They’re committed to putting movies back into theaters because it makes economic sense for them to do so. According to what we hear, releasing films direct to streaming does not generate the revenues that would have been realized had one employed the traditional cinema-first release pattern.

Now I’ll give a quick overview of our dual businesses for Q3 2020.

At September 30, 2020, 63% of our global theaters were trading, some with social distancing, some with food and beverage sales restrictions and all bearing the increased costs required to generate customer confidence in a COVID-19 operating environment that demands robust cleaning and safety protocols.

During the third quarter, only two movies from the major studios opened in the U.S. and three opened in Australia and New Zealand. Despite this lack of film, we were encouraged by the cinema results in Australia and New Zealand, where COVID has largely been contained.

Taking into account rent relief and government labor subsidies on a theater-level cash flow basis, our Australian circuit generated an acceptable positive cash flow for the quarter. Regarding our real estate operations, our three live theaters in New York City and Chicago remain closed by government mandate.

And 94% of our third-party lease tenants in our Australian real estate portfolio are open and trading and only 15% of those tenants remained in existing occupancy abatement or deferral arrangements as a result of COVID. Through the quarter, we continue to proactively monitor our liquidity with a laser focus on cash management.

Gilbert will go into this in greater detail in a few minutes. But let me mention a few key points. As of September 30, 2020, our consolidated cash position was $27.8 million. As you know at the end of March 2020, we drew down on all our credit lines and continued to maintain those borrowing levels through Q2.

In Q3, in an effort to reduce our interest expense, we paid down $5.8 million on our Bank of America revolving credit facility. As of September 30, our overall bank debt was $274.1 million. We’ve obtained loan modifications from Bank of America, National Australian Bank and Westpac.

We’re currently in compliance with our loan covenants and have obtained waivers where necessary. We continued to defer all our major CapEx projects, except for completing the 44 Union Square construction and providing the required tenant improvements for our new full floor tenant at our Culver City building.

During Q3, we filed for tax refunds in the U.S. associated with benefits provided by the Cares Act, amounting to about $5.1 million. During Q3, we had filed for a tax refund in Australia equal to A$1.5 million, which we received in October 2020.

Our management team continued to spend significant time renegotiating our 45 cinema leases with third-party landlords to abate or defer occupancy costs. Executing on our three-year strategic plans, since we’re at the end of the 44 Union Square construction, we’re in the process of refinancing our construction loan on that property.

Based on the value that we created by completing the construction of that project in New York City, we believe we can take out our construction debt and put a mortgage on the property. We’re also reviewing certain unencumbered noncore real estate assets for potential sale or financing opportunities.

Generally speaking, we believe we entered the COVID-19 period better prepared for a shock to the system than some of our cinema peers. While we have reviewed a number of cinema acquisition opportunities in the U.S.

over the years, we declined to pay the high multiples being demanded by such assets and focused on improving our existing operations in the U.S., Australia and New Zealand and expanding our operations and building our pipeline of cinema projects in Australia and New Zealand.

We mainly paid for these cinema enhancements from our cash flow rather than taking on large amounts of debt. Our business plan paid off, as Australia and New Zealand have been less impacted than the U.S. and almost all of our cinemas are now open for business in those two countries.

Likewise, we’ve focused on our real estate acquisition activities in Australia. Over the past five years, we acquired Cannon Park in Townsville, the Telstra building on the Auburn Redyard property and the office building adjacent to Newmarket Village. In the U.S., we have deferred or passed upon other potential projects to focus on Tammany Hall.

We consider Tammany Hall to be a long-term asset in one of the best locations in the United States. With only $40 million in debt, this asset represents a substantial capital reserve for our company.

We’ve been careful not to bite off more than we can chew to finance cinema improvements out of our cash flow, and to preserve our borrowing capacity for challenging situations such as the one in which we currently find ourselves. Now let’s turn to a review of each business, beginning with our global cinema business.

I’ll focus on where we are today and what the short-term future holds. Our Q3 2020 global cinema total revenues were $7.3 million, up from only $1.2 million in Q2. Each of our countries experienced a significant uptick in revenues, Q2 versus Q3, despite the fact that many theaters remain closed and operating with restrictions in place.

Let’s start with Australia and New Zealand, two countries that have comparatively fared very well during the COVID-19 crisis. By July 1, 2020, all of our 23 Australian theaters had reopened with social distancing measures in place.

However, on July 8, 2020, we had to close six of our seven theaters in the state of Victoria due to a spike in new COVID-19 cases as the local government ordered a six-week closure. On August 5, 2020, the seventh cinema had to be closed as the state announced a full lockdown due to a second wave of COVID-19 in Victoria.

These theaters in Victoria have historically represented, on average, about 30% of our Australian cinema box office. So this has negatively impacted our overall total revenues. We just recently heard that the state of Victoria has cleared movie theaters to open.

Today, Reading reopened six of its seven theaters in Victoria with social distancing restrictions in place. Today, our theaters that are operating have physical distancing measures in place. Generally, our TITAN premium and Gold Lounge auditoriums, where we offer recliner seating, can operate at about 60% of the seating capacity.

And the other non-reclining auditoriums can operate at about 30% capacity. And since reopening, we’ve been operating with strict cleaning and sanitization protocols in place. In New Zealand, through Q3 and today, nine of our 10 cinemas are operating.

Unfortunately, our top-performing and historically profitable Reading Cinema at Courtenay Central in Wellington remain closed during the third quarter of 2020, as it has been since the beginning of 2019 due to seismic concerns.

Since reopening in New Zealand, we’ve been operating with strict cleaning and sanitization protocols in line with government and health department regulations.

At the end of August, governmentally-imposed physical distancing requirements were discontinued, and our theaters there are now operating without any physical distancing measures in place, so all seats are available for sale. Since reopening our cinemas in Australia and New Zealand, we’ve also been operating with a reduced show time schedule.

Once the COVID-19 issues are behind us and new films start to be released, we’ll resume a typical daily show schedule where we typically offer five to six shows per day. During Q3, Tenet was the highest grossing film in Australia and New Zealand. And Trolls World Tour, which opened in New Zealand in Q2, followed in second place.

Note also that Tenet had not opened in Victoria because of the lockdown. So we expect this Christopher Nolan movie to perform quite well in the six of our seven Victorian theaters reopening as of today. These are the only two tentpole films from major studios that opened during this period of time.

During this time, our circuit has also relied on locally produced films. For instance, Savage, a local New Zealand film, performed really well for our New Zealand circuit. The recently opened Rams, starring local favorite Sam Neill, has also been a nice box office earner.

Also in Australia and New Zealand, we’ve been able to enjoy the release of certain strong independent movies that did not have the benefit of a fully supported theatrical run in the U.S. For instance, After We Collided performed quite well in Australia.

In Q3, with all of our New Zealand cinemas reopened except for Courtenay Central, our attendance represented 28% of the attendance in Q3 2019. In Australia, with our seven theaters in Victoria being closed for almost all of Q3 and with almost no support from major studio tentpole films, our attendance was over 15% of Q3 in 2019.

And reaffirming our confidence in the movie-going experience, in Australia, even with seven of our theaters still shut on a year-to-date basis, we set a record for highest box office per capita. Our cinemas in the United States have endured a much more challenged COVID trajectory.

The varying COVID-19 case numbers and governmental approaches have required us to develop multiple strategies tailored to specific localities. We’ve had to react differently in the state of Hawaii than we have in New Jersey or in the various counties in California. During Q3 2020, 13 of our 24 U.S.

movie theaters were reopened at some point during the quarter, leaving 11 cinemas closed. The 11 that were closed include three of our theaters in New York City, including the Angelika New York, which is one of our top grossing and top cash flowing theaters.

Through the quarter, we saw some theaters open and then close again due to spikes in COVID-19 cases. For example, in late August, the Governor of Hawaii lifted the stay-at-home order and we began to reopen some of our theaters on Oahu. But then just days later, we had to shut down again due to a rise in COVID cases.

And when we reopened in late September, we were not permitted to sell food and beverages. As of today, we expect the following for the next few weeks or maybe months. Our San Diego theaters and the Tower Theater in Sacramento will close again this week for at least three weeks.

Six theaters, including our New York City theaters, will remain closed due to government mandate. Nine theaters are expected to stay open, and we’ll keep some of our theaters closed due to cash flow priorities. All of our reopened U.S. theaters are operating with social distancing restrictions in place and cleaning and sanitization protocols.

Other health and safety protocols include the requirement that masks must be worn by guests and staff, contactless transactions, hand sanitizer stations throughout the premises, updated HVAC filters and increased sanitizations at high-touch point areas. During Q3, Tenet and New Mutants were the only movies released for major studios.

The lack of new and compelling film has been a fundamental problem for our reopened theaters in the U.S. With respect to our global cinema business during the third quarter, there are a few recurring themes. On a positive note, our F&B per caps in all three countries set records for the highest third quarter and year-to-date.

During the third quarter, our management teams continued to proactively monitor our cinema cash burn across all three countries. We were active in applying for government subsidies available in Australia and New Zealand. In Australia, the government-sponsored JobKeeper program allowed us to retain most of our employees on an economic basis.

It was recently announced that the JobKeeper subsidy program has been extended through the end of March 2021 under a reduced rate scheme. Since the COVID-19 crisis began, we’ve been reimbursed for approximately AUD 10.9 million of our labor costs through the end of September 2020. In New Zealand, the wage subsidy program ended in August 2020.

Since the COVID-19 crisis began, we’ve received close to NZD 2 million in subsidies. With occupancy costs being our primary fixed costs, one of our main priorities has been our cinema leases. We’ve negotiated reduced rent deals with virtually all of our 45 third-party landlords, and in some cases, we’re able to negotiate further extensions.

Today, we’re not in default of any of our leases. By the end of the third quarter, our global cinemas had deferred rent of approximately $11 million. On a global basis, our repayment terms range from 12 months to 36 months.

It’s worth a reminder that the rent expense shown on the income statement represents our full rent obligation for the quarter reduced by any abatements received. Because the U.S. has been particularly hard hit, we have aggressively renewed our conversations with all third-party landlords about occupancy relief.

Notwithstanding these challenging circumstances, we believe our relationship with our landlords to be good. To date, almost all of our landlords have been willing to work with us to one extent or another. In implementing stringent liquidity management practices, we’ve delayed all non-essential capital projects to the extent practical.

We’ll readdress our renovation pipeline when our liquidity management practices dictate. The renovation of our Consolidated Theaters at the Kahala Mall in Honolulu continues to be on hold. When completed, all eight auditoriums will have recliner seating and will be offering an elevated F&B menu.

We’re closely monitoring this situation and expect to resume construction when it’s feasible. As previously announced, we have four cinemas under agreements to lease in Australia. However, due to COVID-19, we’ve been proactive with our landlords as to what the next steps might be and when.

We’re proceeding with the fit-out of a newly constructed Reading Cinemas in Jindalee in Queensland and anticipate the launch of that new cinema by the end of 2020. We expect to open our new cinema in Altona in Victoria in 2021 and South City Square in Queensland in 2022.

We’re working with our landlord in Traralgon in Victoria to find a workable solution to our current situation. During the third quarter, our management continued to work on and progress certain revenue efforts that were borne out of the COVID-19 crisis.

While these new initiatives might not be generating significant revenue today, we expect that over time, they’ll enhance our overall profitability when we return to normal operating levels. We continued expanding our private screening program launched in Q2 2020 in Australia, New Zealand and in Hawaii.

Today, all of our opened theaters are offering private screenings to our guests. We continued our cinema ease-at-home program, where our guests can enhance their at-home movie experience with select menu favorites from our kitchens. We’ve been taking orders curbside and via the Uber Eats app.

We continue to participate in virtual cinema screening programs arranged with certain specialty distributors, and throughout the quarter, we’ve continued to work towards the launch of our own streaming platform, to be called Angelika Anywhere, which we expect to launch in Q4 2020. Wrapping up our review of the global cinema business.

We’ve clearly been disappointed with recent decisions by certain studios to release their movies straight to streaming or PVOD. However, we put ourselves in the shoes of those decision-makers and take into account the extraordinary circumstances we’re living through, and you understand their predicament.

This has been a terrible time for both distributors and exhibitors. Everyone’s trying to keep their heads above water and manage the liquidity crisis that most did not expect going into 2020. In our conversations with film companies, their commitment to the theatrical window when things normalize is there.

Most movie release dates impacted by COVID-19 have resulted in those major titles being rescheduled into 2021 and beyond as opposed to releasing them directly to a streaming service.

And it’s worth noting again, our understanding from most major film companies, once COVID-19 is under control, bypassing the theatrical window and going straight to streaming will not be in their economic best interest. Right now, the 2021 release schedule looks crowded but exciting. Just the first two quarters of 2021 look great.

Disney’s animated Raya and the Last Dragon is now the de facto first tentpole film of 2021, scheduled for March 12, 2021. The Bond film, No Time To Die is slated to open on April 2, followed by A Quiet Place Part II on April 23 and Black Widow on May 7.

One of our stockholders asked us to comment further about the future release schedule for the specialty theaters. Today, 2021 is on track to be a year with a solid number of quality art house films. At this time, there are only a few big art house films with release dates, but we expect this to change quickly when New York and L.A.

are cleared to reopen theaters. Noteworthy titles today with a release date include Nomadland, starring Frances McDormand, currently scheduled for December 4, 2020. If that date sticks, the film would extend well into Q1 2021 because it’s got lots of Oscar buzz.

Truffle Hunters and The Father, two pictures with Oscar buzz from Sony Pictures Classics, are scheduled today to open at the end of December 2020. French Exit by indie director Azazel Jacobs, starring Michelle Pfeiffer, Lucas Hedges and Tracy Letts, is dated on February 12, 2021. The United States vs.

Billie Holiday, from acclaimed director Lee Daniels, is dated on February 21, 2021. Antlers, from director Scott Cooper and producer Guillermo del Toro, is scheduled for April 17, 2021.

Also looking ahead, because of COVID-19, the biggest art house films did not premiere film festivals in 2020 and were held by sales agents to premier in 2021 at Berlin, Cannes, Venice and Toronto. So following these premieres, we expect more solid titles into late 2021 and 2022. Now turning to our global real estate business.

Reflecting the strength of our dual and diversified business plan, our real estate business was much less impacted by COVID-19 than our cinema business. In Q3 2020, our total real estate revenue decreased by 45% to $3 million, and we reported a third quarter 2020 operating loss of $844,000.

The decrease in our overall results was driven by a few key factors. Firstly, our live theaters in the U.S. remain closed for the entire third quarter due to government mandates. Secondly, our issuance of rent abatements to certain third-party tenants in Australia whose businesses were impacted by COVID.

The last factor relates to the presentation in the real estate operating segment in our 10-Q only. In this particular financial table, we eliminated the accrual for the intercompany rent that our 12 Reading cinemas are charged by Reading as a landlord.

This treatment is similar to the way we’ve handled other third-party tenants whose businesses were also impacted by COVID.

These financial result declines were offset to some extent by the elimination in Australia of our third-party property management contracts, which reflects the continued strengthening of our internal property team; various property tax rebates and waivers achieved in Australia; the receipt of live theater license fee revenue from certain tenants, a reduction in operating expenses due to rent abatements from a ground lessor in Australia related to COVID-19; the commencement of straight-line rent attributable to our recently-signed full-floor tenant at our Culver City headquarters building in the U.S.

Throughout the third quarter, we continue to offer short-term rental relief to our affected third-party tenants in Australia, with the expectation of ensuring their long-term viability as our tenants.

In addition to our own negotiations, the Australian government and its state governments implemented a code of conduct which imposed a set of good faith leasing principles between landlords and tenants, whereby abatements and deferrals of rent were to be agreed.

During Q3, we granted about A$121,000 in rent abatements to our third-party lease tenants in Australia. And no COVID-related rent abatements were offered in New Zealand. With respect to rent deferrals, we granted A$93.3000 in rent deferrals in Australia.

The rent deferrals for Australia are to be repaid by tenants over a 24-month period once the code of conduct ends, which in most Australian states has been extended to December 31, 2020. As of today, 94% of our third-party lease tenants are open and trading, although some still have some trading restrictions.

However, despite these tenants being opened, we expect that the impact of our negotiated rental concessions through abatements and deferral to be felt for the remainder of 2020.

During Q3 2020 in Australia and New Zealand, where we have a combined total of 87 third-party tenants and 82 that are open and trading, we collected 97% of our billed recurring rents, including base rent and cost reimbursements in the third quarter.

As of September 30, 2020, our combined Australian and New Zealand portfolio consists of 102 third-party tenancies with a gross leasable area of 348,373 square feet. Of our 102 third-party tenancies, almost 90% are currently occupied.

During Q3 2020, we continued leasing activity by completing two new leases and a lease renewal at Cannon Park and a lease renewal at Newmarket Village, which collectively represented over 22,000 square feet.

As mentioned last quarter, as a result of COVID, we have delayed all nonessential capital improvements in our Australian centers until we’re confident in our liquidity position.

However, this has not impacted our commitment to certain tenant allowances and lessor works for a few lease deals that we deem essential to the long-term health of each center.

Regarding our live theaters in the U.S., our continued expectation is that the Orpheum and Minetta Lane theaters will not resume public performances until mid-2021 due to government restrictions. We think that the Royal George in Chicago may open earlier than our New York City theaters.

Again, understanding the impact that our long-term tenants face, we negotiated rent relief arrangements with certain producers who occupy our live theaters. With respect to capital expenditures, our management team continued to progress in key capital projects through COVID-19. Let’s talk about our 44 Union Square project in New York City.

Subject to punch list items, the construction of this approximately 73,000 square foot building with a landmark facade and a one-of-a-kind 800 piece glass dome roof is now complete.

In August 2020, we were pleased to receive a core and shell temporary certificate of occupancy for the historic Tammany Hall building, which allows tenants to come in and fit out their spaces in the building. Upon receiving the TCO, we began to incur depreciation expense.

Particularly in light of the COVID impacts, we strongly believe that the location of the 44 Union Square project will be key to that property success. The building occupies a primary corner of Union Square, a key transportation hub in New York City, and in a location that offers tenants an abundance of amenities.

Its prominence has led it to being included in general media shots of Union Square, just one more reason we believe that it’s one of a few brandable buildings in the area. We were asked by a stockholder about the leasing discussions we had with a large high-tech tenant for over 90% of the building.

Those negotiations did occur pre-COVID and have now terminated with that potential tenant rethinking its space needs for New York City. Since the onset of COVID, we’ve had some leasing activity with letters of intent being exchanged and recently resumed hosting potential tenant tours of this space.

However, we recognize that COVID-19 has definitely impacted the leasing market in New York City in the short-term. We’ve studied recovery periods in New York City after events like 9/11 and the global financial crisis. Though it may take some time, New York City clearly has a history of rebounding from dire and tragic events.

Like so many others, we believe in the city’s long-term fundamentals. At the moment, we cannot offer any assurance as to when the building will be fully leased, and we don’t want to specify or quantify a dollar per square foot expectation. As of September 30, 2020, total construction debt against that property aggregates to $40.1 million.

This loan carries an effective interest rate of 5.5%. At the end of December 2020, we have an additional one-year option to extend with Bank of the Ozarks. We’re currently on that loan and have a good – we’re current on that loan and have a good relationship with that lender.

Based on recent appraisals on the property and conversations with people in debt markets, we believe that we can refinance the property and create additional liquidity for our company to buffer against any need to lease the property at fire-sale rates. We’re in the process of seeking to refinance our existing construction loan to free up cash.

Although no assurances can be given, management is confident that this take-out financing will be finalized this year on satisfactory terms. In regard to our Culver City property, in October 2020, we began receiving cash rent and are now in the tenant improvement phase. Now, let’s turn to our real estate assets in New Zealand.

During the COVID-19 period, we continued to address our two major property assets in New Zealand and focus on how to progress the development plans in light of our COVID-19 challenges. While we’ve been dealing with potential leasing and planning issues at Courtenay Central, we have no material updates to provide you during the third quarter.

Turning now to our two parcels representing 70.4 acres or almost 3.1 million square feet of undeveloped industrial land located in the Manukau/Wiri area of Auckland, one of the most sought-after industrial areas of New Zealand, near the Auckland Airport.

Over the last few years, these properties, based on recent appraisals, have materially increased in value due to both our rezoning and planning progress and market demand for industrial properties in the Auckland Airport area. Today, these two parcels remain unencumbered.

During Q3 2020, we continued working on the planning for the discrete infrastructure projects required by the Auckland Council to start developing for light industrial uses. We’ve now obtained certain governmental approvals necessary to build significant portions of the infrastructure required to unlock the value of our property.

In addition to design and permitting efforts, we focused our efforts on a potential contractual structure that could govern our relationship with our adjoining neighbors in a three-way joint development of the infrastructure improvements necessary to begin development.

Over the next few months, before Reading makes any funding commitment, we’ll be satisfying ourselves that we have in place legal arrangement protective of Reading’s future interests and potential returns that fairly allocates the cost and benefits of the needed infrastructure, and a strategic overall plan that provides a positive economic outcome for our company.

Now, before I turn it over to Gilbert for a financial review of the third quarter 2020, I wanted to say, on behalf of Margaret, our Board and myself, we again want to thank the people of Reading, who have remained dedicated to ensuring that our company survives these very uncertain times.

2020 has shaped up to be a year we will all want in the rear-view mirror. As the pandemic drags on, we know this hasn’t been easy. Our heartfelt thanks go out to all of you.

Gilbert?.

Thank you, Ellen. Consolidated revenue for the third quarter 2020 decreased significantly, by 86% to $10.2 million compared to the same period last year. For the nine months ended September 30, 2020, revenue decreased by 70% to $62.8 million from the nine months ended September 30, 2019.

These year-to-date decreases are primarily driven by temporary COVID-19 related closures of our 60 global cinemas and three live theaters in compliance with governmental directive starting in March 2020.

We were able to recover some of the revenue losses in the second and third quarter due to the reopening of most of our Australia and New Zealand theaters in June and July of 2020, excluding our Courtenay Central cinema, which continues to be closed due to seismic issue, and partially reopened in the U.S. cinemas circuits.

Additionally, during the third quarter of 2020, the Australian dollar and the New Zealand dollar strengthened by 4.4% and 2.1%, respectively, against the U.S. dollar.

Net income attributable to RDI common stockholders decreased by $20.1 million to a loss of $19.2 million for the third quarter of 2020 compared to the net income of $0.9 million in the same period of the prior year. Basic earnings per share for the quarter ended September 30, 2020, decreased by $0.92 from prior year quarter to a loss of $0.88.

For the nine months ended September 30, 2020, net income attributable to RDI common stockholders declined by $48.9 million to a loss of $47.8 million, compared to the first nine months ended September 30, 2019. Basic earnings per share decreased by $2.25 to a loss of $2.20 compared to the same period of last year.

Non-segment G&A expenses for the third quarter and the first nine months of 2020 decreased by 35% and 21% to $2.9 million and $11.2 million, respectively, due to the affirmation on the PL by Nevada Supreme Court of $0.8 million judgment entered in favor of our company in the James Cotter, Jr. derivative litigation.

In addition, both the third quarter and year-to-date decreases are also due to savings in payroll costs as a result of wage subsidy programs in Australia and New Zealand, a reduction in corporate staff, along with reduction costs related to corporate airfare and travel as a result of COVID-19 travel restriction, a decrease in professional and legal services.

The wage and subsidy program is currently experienced in New Zealand. The wage subsidy program in Australia currently goes through December 31, 2020, but was extended to March 27, 2021 under a reduced rate scheme, which requires a further application to be submitted for the first quarter of 2021.

No assurance can be given that we will qualify for this scheme in Q1 2021 or if our application will be successful. Income tax benefit for the quarter and nine months ended September 30, 2020 increased by $1 million and $6.2 million, respectively, compared to the same period of the prior year.

This is primarily driven by tax benefits from the carryback of the company’s 2019 net operating losses as a result of CARES Act, the 2015 and 2016 tax years where the federal tax rate was 35%, offset by an increase in valuation allowance in 2020.

The carryback of 2019 net operating loss and the refund claim for 100% of the remaining alternative minimum tax credit will result in a tax refund of approximately $5.1 million receivable at September 30, 2020.

For the third quarter of 2020, adjustable EBITDA decreased by $20.7 million compared to the same prior year to a negative adjusted EBITDA of $11.6 million. For the nine months ended September 30, 2020, our adjusted EBITDA declined by $56 million to a negative adjusted EBITDA of $30.3 million.

This decrease was primarily due to the flow-through of the net loss in the third quarter and for the year-to-date 2020, driven by COVID-19-related factors. Shifting to cash flow for the nine months ended September 30, 2020.

Net cash used by operating increased by $38.8 million to net cash used of $28 million when compared to the same period of prior year. This was primarily driven by $51.3 million lower cash inflow from operating activities as well as $12.4 million decrease in net operating assets.

Cash used in investing activities during the nine months ended September 30, 2020 decreased by $16.5 to $16.6 million, resulting from completion of the construction, except for minor punch-list items of our 44 Union Square property along with suspension of our cinema refurbishment activities due for COVID-19 shutdown when compared to the same period in 2019.

Cash provided by financing activities was $57.3 million during the first nine months ended September 30, 2020 and was mainly a result of $87.8 million of new borrowings, offset by $28.9 million of loan repayments.

The proceeds of the new borrowings are primarily being used to provide working capital for ongoing operations in U.S., Australia, and New Zealand as we weather the impact of COVID-19 global pandemic. Turning now to our financial position.

Our total assets at September 30, 2020 decreased slightly to $673.4 million compared to $675 million at December 31, 2019, primarily driven by a decrease in operating, lease write-off use asset, offset by an increase in cash and cash equivalents.

As Ellen mentioned, during the third quarter of 2020, we paid down $5.8 million on our Bank of America revolving credit facility. As of September 30, 2020, our total outstanding borrowings were $274.1 million.

Our cash and cash equivalents at September 30, 2020 were $27.8 million, which includes approximately $8.8 million in U.S., $6.2 million in Australia and $12.8 million in New Zealand.

The required shutdown and other operational impact on our business due to COVID-19 pandemic related issue has severely reduced our liquidity from our operational sources.

We have successfully negotiated certain modifications to our loan agreement with Bank of America, NAB and Westpac for the quarter ended September 30, 2020, and in some cases, into the future. These loan modifications include changes to some of our covenant compliance terms and waivers to certain covenant testing period.

We currently have no covenant breaches for which loan modifications or waivers to the covenant testing periods have not been obtained.

And to date, it has not been necessary for us to seek modifications or waivers with respect to our other loan agreements, as we continue to be in compliance with the terms of such loan agreements without the need for any such modification or waivers.

We believe that our landlords understand that current situation is not of our making that are – that we are doing everything that can be reasonably done and that our relationship with our lenders is good. With respect to our Westpac facility, on September 15, 2020, Westpac waived interest coverage ratio test through September 30, 2020.

The longer the COVID-19 pandemic and the associated legal and practical limitation on our business exists, the more likely, in the absence of other actions by our company, that we will be unable to continue to comply with these covenants.

However, in such an event, our company expects to be able to obtain an amendment or a waiver from its lender, but no assurance can be given. In the absence of such waivers, it is our current intention to look to our real estate asset to provide needed liquidity. Total debt against our 44 Union Square property in Manhattan aggregates to $40.1 million.

We are currently seeking takeout financing for that property. And while no assurance can be given, we are optimistic that a refinancing freeing of substantial capital can be finalized this year. This would allow us to have increased liquidity while we manage our business in light of COVID-19 impact.

We did not repurchase any shares in the third quarter. And due to COVID-19 pandemic and its 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..

Q - :.

Thanks, Gilbert. First, I’d like to thank our stockholders for forwarding questions to our Investor Relations email. We have tried to address as many of your issues in the prepared remarks. However, we have also compiled a set of five questions and answers representing the most common questions and recurring themes e-mailed to us.

So the first question, which Ellen will answer, has the company consulted with bankruptcy counsel, and would a prepackaged bankruptcy or any combination of possible in- or out-of-court restructuring solutions potentially get some relief with regard to the various facilities with BofA as an administrative agent? Is the BofA debt recourse to the company? Or is its collateral pool limited to some subset of the operating cinema assets in the U.S.

Ellen?.

the Royal George Theatre and office building in Chicago; our 202 acres of land zoned for mixed-use development in Coachella; 70.4 acres of land zoned for industrial development adjacent to the Auckland Airport, New Zealand; and the Reading Viaduct with certain contiguous commercial properties in Philadelphia.

While the near-term operating environment will remain challenging and the path for the full reopening of our operations in certain jurisdictions we serve remains unclear, we’re confident that the cinema industry will recover once the major film companies resume releasing strong movies.

Importantly, we believe the long-term fundamentals of the cinema business and our real estate assets will remain intact..

Thanks, Ellen. Don’t step back from the microphone just yet. We have another question for you.

In light of the increased liquidity challenges facing the company from COVID-19 closures and long-term attendance loss, combined with the very cheap RDI stock price, what real estate, including Cinemas 1, 2 & 3, doesn’t offer optimal returns to monetize, pay down debt and eventually, post-pandemic fund buyback of more shares? Ellen?.

Okay. Let me focus on the Cinema 1, 2 and 3 here. Based on recent pre-COVID-19 appraisals, the value of this asset is significant. We don’t believe a sale during the height of the COVID-19 pandemic will be the best course for the company and its stakeholders.

Because of the value of this asset, we need to have greater certainty about New York City and its recovery before determining next steps. Likewise, we will not be pursuing a development in the short-term until we have greater clarity about New York City as a market and the highest and best use for the property.

In the interim, we’ll continue to operate the space as a movie theater and generate cash flow..

Given the increased M&A environment, Ellen, would you contemplate participating in this as things return?.

Since the onset of COVID, we’ve looked at the materials for the sale of a few theater circuits. However, given our immediate liquidity situation, the more realistic outcome for us at the moment is to pursue single theater opportunities in strategic key markets.

We’re thankful that we imposed a disciplined, methodical and rigorous approach to analyzing any theater opportunity over the last five years. And that same analysis will be applicable to new opportunities arising as a result of the COVID-19 pandemic..

Thanks, Ellen.

Gilbert, following the waivers we received, what are the key financial covenants on our current bank debt?.

Predominantly, our covenants have stayed the same, and waivers have been obtained. But where covenant testing is still required, the thresholds have been lowered in order to provide relief where necessary. In addition to these modifications, we have additional liquidity testing that is now required.

As we move forward, we’re continuously working closely with our banks to ensure we are meeting all requirements..

The leverage looks to remain elevated for the foreseeable future, Gilbert.

Do you think land or sale – asset sales are in the cards to pay down debt?.

Our strategy of having our two diverse businesses and historically using the cash generated from our cinema business to invest in our real estate business has given us the ability to grow a strong, diverse real estate portfolio in three different countries.

These strong real estate assets have assisted in carrying us through during this difficult period.

We currently have finished the construction phase of our 44 Union Square property and looking to move our loan from construction financing to conventional loan, which would provide us with increased flexibility as we continue to work through the COVID-19 pandemic.

We also have been assessing our objectives that are within our three-year strategy to make sure any decisions we make would align and create long-term value for our stockholders. While it is not in our plan right now to sell any of our land or asset, we continuously assess our position on an ongoing basis..

Thanks for the answer, Gilbert. With that, we’ll mark the conclusion of the call. We appreciate you listening to the call today. We thank you for your attention and wish everyone good health, and please stay safe in these COVID times..