Reading International Inc

NASDAQ:RDI

Thank you for joining Reading International's earnings call to discuss our 2023 Fourth quarter and full year results. My name is Andrzej Matyczynski, and I'm Reading's Executive Vice President of Global Operations. With me 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 run through the usual caveats. In accordance with the safe harbor provision of the Private Securities Litigation Reform Act of 1995, certain matters that we 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 2023 fourth 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 consider to be nonrecurring in accordance with the 2-year SEC requirement for determining whether an item is nonrecurring, 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 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 a cinema's revenues generated by 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-K 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 2023 Fourth quarter and full-year results and discuss our business strategy going forward, followed by Gilbert, who will provide a more detailed financial review.

Ellen?

Thank you, Andrzej, and welcome, everyone, to our call today, and thanks for listening in. From a top line perspective, 2023 was another year of meaningful progress in our recovery from the pandemic.

Thanks to blockbuster and record-setting performances in 2023 of original movies like Barbie, Super Mario Bros. Movie and Oppenheimer, each of which offered a fresh story and collectively appeal to a variety of audiences; we delivered $222.7 million in total revenue, which represented a 10% increase over 2022 and 80% of our 2019 total revenue of $276.8 million.

Our 2023 global cinema revenue was $207.6 million, which increased 9% compared to 2022 and equates to 79% of 2019's global cinema revenue. Our Real Estate division delivered solid 2023 results.

Despite the 2021 monetizations of certain cash-generating assets, Auburn Redyard in Australia, [ Amber Carville ] in New Zealand and the Royal George Theatre in Chicago, our 2023 global Real Estate revenue of $15.1 million represented a 28% increase over 2022, driven by rent from Petco, our flagship tenant at 44 Union Square in New York City, improved performance of our live theaters in New York and sustained performance of our third-party tenant Real Estate portfolio in Australia and New Zealand, which as of December 31, 2023, had achieved a 97% occupancy rate.

These results were achieved notwithstanding the Hollywood strikes that I'll touch on in a moment, but also decreases in the value of the Australian and New Zealand dollars vis-a-vis our reporting currency, U.S. dollars. This FX change impacts us as historically, about 50% of our revenues are generated in Australia and New Zealand.

Through this recovery year, our team remained focused on our operations and generating the best results for our guests, tenants and other stakeholders in the company. At $3.9 million, our 2023 segment operating result improved 13.5% from an operating loss of $11.2 million in 2022. In 2023, we reduced our global cinema operating loss by $11.84 million to deliver a positive cinema operating income of $124,000. And our global Real Estate operating income of $3.8 million represented a significant increase of 649% over 2022.

Between May 2023 and November of 2023, the WGA and SAG strikes disruptive film production and prohibited screen actors from any promotional activities, causing the postponement of several movies from 2023 into 2024 and pushed some [ '24 ] titles into 2025.

We also believe that the gross box office of certain major films that stayed on the schedule and released after July of '23, fell short of their full potential due to the sidelining of screen actors who would otherwise have been promoting their films.

We believe that certain cash-driven movies like Haunted Mansion, Blue Beetle and Expendables 4 underperformed at the box office due to the prohibition on screen actors during the strike. It perhaps goes without saying that the Hollywood strikes had an overall negative impact on our fourth quarter '23 results and dampened the positive trajectory that we were on.

At $45.3 million, our Q4 2023 total revenue decreased by 4% compared to the fourth quarter 2022. However, our fourth quarter 2023 operating loss of $7 million improved by 17% from an operating loss of $8.4 million in Q4 of '22.

Additionally, our Q4 2023 $2.2 million adjusted EBITDA loss was at 51% improvement over the adjusted EBITDA loss of $4.6 million in Q4 of '22. And circling back to our improved overall operational performance during the full year of '23, we delivered a positive $7.8 million in adjusted EBITDA, a significant improvement over the negative adjusted EBITDA of just $55,000 reported in 2022.

And if you exclude the impacts from our asset monetizations, a positive $7.8 million in adjusted EBITDA represented our highest adjusted EBITDA since the pandemic. And now, our reported 2023 net loss of $30.7 million improved by 15% versus 2022. That loss did include $19.4 million in interest expense, which is reflective of an over 500-point increase in interest rates over the last couple of years.

Understanding the pressing need to enhance our liquidity and fortify our balance sheet, we've continued to divest certain strategically selected assets from our Real Estate portfolio to secure the company's long-term sustainability and reinforce short-term liquidity.

In October of 2023, we sold our property in Maitland, New South Wales for AUD 2.8 million. In February of '24, we sold our Culver City office building for $10 million in anticipation of moving into less-expensive Los Angeles office space.

These 2 asset sales follow another 5 assets sold in 2021 in order to maintain our liquidity during historically tough times. Each of these 7 assets were selected based on a critical evaluation of several factors, which led us to conclude that each of these assets would ultimately not be core to our long-term prospects.

Over the last few months, to continue to reduce debt and interest expense, which may end up being at elevated levels for another 12 to 18 months, we are taking steps to monetize a few more assets.

And in addition to asset sales over the last few months, we recently completed negotiations with Bank of America, Bank of Hawaii and the National Australia Bank. That will result in assistance and relief from our major lenders. Each of these banks have agreed in essence to support the company through 2024 as we work our way through the impact of the Hollywood strikes.

So following the start of the unprecedented pandemic that devastated the global cinema industry, we've struggled with pressures from interest rates, inflation, supply chain troubles, the devaluation of the Australian and New Zealand currencies and now the Hollywood strikes.

We're fortunate to have strong Real Estate assets to fall back on that have provided us a bridge to a time when the cinema industry can find a consistent pace again. We expect that the flow of movies will increase near the end of [ '23, '24 ] and continuing into 2025.

On that note, let's look more closely at our global cinema business, which historically has provided the foundational cash flow to support our asset growth.

While the 2023 year didn't meet pre-pandemic levels, a diversified movie slate delivered some terrific results on a picture-by-picture basis, which has to reinforce one's belief in the long-term prospects of the theatrical experience.

The premiers of Barbie and Oppenheimer, both released on July 21, led to the fourth biggest box office weekend in history. As of today, Barbie has grossed over $1.4 billion globally and is the highest grossing film of 2023. Its opening weekend generated over $337 million in worldwide box office, making it the highest grossing opening weekend for a non-franchise film ever.

Similarly, Oppenheimer has grossed over $960 million at the global box office, becoming the third highest grossing film of the year. It's now the highest grossing World War II movie of all time as well as the highest grossing biographical movie of all time. The Super Mario Brothers Movie has generated over $1.3 billion globally, making this the biggest video game opening of all time.

Sound of Freedom, deemed an unexpected summer blockbuster in the U.S., exceeded expectations by generating over $250 million in global box office. Its stellar performance positions itself among the highest grossing independent films in cinematic history.

On October 20, audiences retreated to the release of Martin Scorsese's Killers of the Flower Moon, which was produced and streamed by Apple. As of today, it's grossed over $157 million globally. This film helped deliver the best wide-release debut for a film produced by a streaming service.

And horror enthusiasts were thrilled by the debut of Five Nights at Freddy's on October 27. The adaptation of the popular video game stunned audiences, pulling in a remarkable $132 million during its opening weekend alone.

Since then, it continued its positive momentum, accumulating almost $300 million in global box office. It achieved the distinction of the highest North American opening for a PG horror film in more than 2 decades while also boasting the highest opening weekend for a Halloween-theme movie in over the last 12 years.

The long-awaited Wonka hit theaters in early December of '23. The Warner Bros. movie is the highest grossing live-action musical post-COVID-19 and has earned over $632 million globally.

In Q4 of '23, concert films generated sizable revenue for our industry. The Swifties, their families and friends came out for the Taylor Swift Eras Tour movie, making it the highest grossing concert film and the highest grossing documentary of all time. As of today, it grossed over $261 million globally.

And Renaissance: A Film by Beyoncé added to the concert film genre and has generated almost $44 million as of today, making it the fifth highest grossing concert movie of all time.

While the strong box office was a key factor in our annual improved performance throughout 2023, our executive programming, operating and marketing teams were dedicated to optimizing the profitability of our global cinema circuit.

Our programming team focused throughout the year on curating original series and programming to captivate audiences, effectively driving additional ticket sales. The operating team has worked diligently to ensure smooth day-to-day operations, enhancing customer service and optimizing efficiency in theater management.

Simultaneously, our marketing team has executed strong campaigns, leveraging digital platforms, social media and key partnerships to promote our cinemas and attract a broader audience. Our executive team has taken decisive actions to drive higher income, including renegotiating leases across our portfolio and implementing strategies to mitigate cash losses while seeking strategic initiatives to improve financial sustainability in select theaters.

Our management teams worked almost every line in the P&L to improve our overall profitability. In fact, we set up multiple records or we set multiple records throughout the fourth quarter and full year of '23 on a functional currency basis.

For instance, our box office per capita and F&B SPP for all 3 of our cinema divisions reached annual record highs for the full year of '23. And for the fourth quarter '23, our U.S. and New Zealand cinemas recorded their highest quarter ever for their respective box office per capitas, when measured in local currency. The fourth quarter 2023 Australian F&B SPP was the highest quarter ever recorded, again, when measured in local currency.

While 2023's box office momentum was terrific, the last quarter was adversely impacted by the Hollywood strikes, which has had a continuing impact into early 2024. While at the end of the first quarter, we saw encouraging releases like Dune: Part Two, Kung Fu Panda and now Godzilla x Kong: The New Empire, the first part of Q1 2024 was disappointing.

However, again we see light at the end of the tunnel. The last half of '24 looks encouraging. Families will be delighted by Inside Out 2, Despicable Me 4, Moana 2 and Sonic the Hedgehog. Superhero and action audiences will be entertained by George Miller's Furiosa, Deadpool & Wolverine and the New Venom: Last Dance.

Huge franchises will return, the Lord of the Rings: The War of the Rohirrim, Beetlejuice Beetlejuice and Joker. And fans eagerly await the theatrical release of Wicked, the multibillion-dollar broadway sensation.

We received questions from stockholders about our 2024 cinema CapEx forecast. In '24, despite movies with amazing box office potential, it's widely expected that the industry overall will be behind 2023, which was already in recovery mode from the pandemic, as a result of the scheduled delays due to the Hollywood strikes.

We'll be focused on the CapEx that's required to maintain our operations as opposed to voluntary improvements. With that said, we're also trying to work with certain cinema landlords about accelerating renovations through a tenant improvement allowance to take advantage of what we anticipate will be a 2025 resurgence. In 2025, we'll look to reactivate our internally funded voluntary CapEx.

Now, let's look specifically at our U.S. cinemas. For the full year 2023, our revenue increased 17% or by $16.7 million to $113.8 million. In our U.S. cinema, operating loss improved by $11.4 million or 66% to an operating loss of $5.8 million.

Our Q4 2023 revenue decreased by 3% to $23.7 million compared to Q4 of $22 million, and our U.S. operating loss improved by $2.2 million to an operating loss of $2.6 million from a loss of $4.8 million in Q4 of 2022. These gross revenues were achieved despite the closure of 3 underperforming theaters during 2023, 2 in Hawaii and 1 in California.

Other notable milestones achieved during 2023 for the U.S. Cinema Group; our U.S. ATP for 2023 reached $13.1, the highest ATP recorded ever for our U.S. cinemas. In early 2023, we became 100% liquor-licensed across our U.S. cinema circuit, allowing us to achieve another record-breaking F&B SPP of $7.80 for our U.S. cinema circuit in 2023.

Our Q4 2023 ATP of $13.82 was the highest quarter ever, and the F&B SPP of $7.76 was the second highest fourth quarter ever for our U.S. circuit. Additionally, our theater rental revenues helped make the 2023 ancillary revenue the highest year on record.

The Angelika Film Center in New York City continue to stand out as a beacon of excellence among our U.S. specialty cinemas. 2023 box office grosses at the Angelika New York increased by 79% over '22 levels. Moreover, the 2023 box office grosses of $4.5 million at the Angelika New York City represented 97% of the 2019 box office gross.

These impressive results were driven by successful runs of specialty films like Past Lives, Asteroid City, Bottoms and Theater Camp. Past Lives has held the top spot as the highest grossing title at the Angelika since January of 2019, while Asteroid City boasted the highest opening week performance within that same time frame.

Our signature programming continued to grow and drive overall attendance. Alternative content and reparatory programs generated over $2.6 million in box office revenue during 2023, 132% increase from 2022 and a 67% increase from 2019 levels.

Regarding our Angelika free-to-join membership program, which launched in April of 2022, as of today, we report just under 130,000 Angelika members, which account for approximately 25% of all paid attendance for Angelika cinemas within our U.S. circuit.

And now, let's turn to our cinemas in Australia and New Zealand. First, I should note that these results are in U.S. dollars and as a result, understate the actual improvement due to the loss of value of the Australian and New Zealand currencies.

For the 2023 year, our Australian cinema revenue increased $133,000 to $80 million versus 2022. Operating income increased by $333,000 to $5.3 million compared to an operating income of $4.9 million for 2022.

In Q4 2023, our Australian cinema revenues decreased by 3% to $15.7 million compared to the fourth quarter of '22. Our Q4 2023 operating loss increased by $203,000 to a loss of $1.1 million from a loss of $891,000 in Q4 of '22. For the full year of '23, our New Zealand cinema revenue decreased by $528,000 to $13.8 million. Our operating income increased by $145,000 to just over $670,000 compared to the operating income in 2022.

Our Q4 2023 New Zealand cinema revenue decreased by $716,000 to $2.5 million compared to the fourth quarter in '22. Our fourth quarter 2023 operating loss increased by $316,000 to a loss of $395,000.

Notable milestones achieved during 2023 include the following, which again will all be reported in functional currency: Our Australian and New Zealand ATPs for 2023 reached $13.98 and $12.33 respectively, and we're recording the highest yearly ATPs ever. Our Australian and New Zealand F&B SPP for 2023 also reached record highs at $7.51 and $6.64, respectively. Our fourth quarter 2023 Australian ATP of $14.17 set a record for the second highest quarter ever for the Australian cinemas.

Our Q4 2023 New Zealand ATP of $12.61 was the highest record quarter ever for the New Zealand cinemas. And our Q4 2023 Australian F&B SPP of $7.84 set the record for the highest quarter ever for our Australian cinemas.

We also entered into a countrywide revenue-generating promotions with blue chip global brands like Mastercard and [ Telstra ], which helped us deliver the highest quarter ever for fourth quarter 2024 screen advertising revenues in Australia.

Revenues were also enhanced by the opening of our first Angelika cinema outside the U.S. at South City Square in Brisbane, which happened on August 24, 2023. The new Angelika cinema is an all-reclining seat, 8-screen cinema, with 3 auditoriums that feature in-seat food and beverage service.

We also opened a new 5-screen Reading cinema at Busselton in Western Australia on September 22, 2023. This cinema features TITAN LUXE auditorium with Dolby Atmos sound, and all auditoriums provide the latest in reclining seating and laser projection.

Now, let's turn to our global Real Estate business. Our full-year 2023 global Real Estate revenue of $19.9 million increased by 18% compared to 2022. An operating income of $3.8 million increased 649% from an operating income of $506,000 in 2022.

With respect to the fourth quarter 2023, global Real Estate revenue of $4.5 million was flat with the fourth quarter of '22, and operating income of $578,000 decreased by 8%. In the U.S., our full year 2023 Real Estate revenue increased by 104% to $6.2 million, primarily due to Petco's rent, along with an increase in revenue from our live theaters in New York City.

Taking into account the challenging New York City office leasing market, we recently engaged George Comfort & Sons, a full-service New York City real estate firm, with a proven track record of tackling complex and challenging urban projects; to assist us with the activation of the upper floors of 44 Union Square.

Peter Duncan and his team at George Comfort will be working with us as exclusive leasing agent and property manager. And we should have a more thorough update for you about the property in our first quarter 2024 reporting.

Our live theaters continue to achieve positive operational results despite Orpheum being dark for certain portions of the year. The Orpheum hosted comedian Rachel Bloom in a limited engagement of Death, Let Me Do My Show starting in early December.

Following this, Eddie Izzard recently opened a limited engagement on March 19, 24. And we're in licensed negotiations with an exciting production, set to launch an open-ended run in August. The show will likely be announced by mid-April, so stay tuned.

At the Minetta Lane Theatre, Audible, an Amazon company, continues to operate. The license agreement at the Minetta has expired with Audible, and we're in discussions about extending the term. However, we can't assure our stockholders that such extension will be achieved.

On a local currency basis, our 2023 Australian real estate revenue increased by almost $808,000 or 4.5%, and our New Zealand real estate revenue of NZD 2.5 million decreased by less than NZD 13,000.

Reflecting a weaker foreign exchange rate for the Australian and New Zealand dollars with respect to U.S. dollars, our full year 2023 Australian Real Estate revenue of $12.2 million slightly decreased by $83,000 in 2023 compared to the previous year and our 2023 New Zealand real estate revenue of $1.5 million decreased by 2% compared to [ '22 ].

As of December 31, 2023, we had 78 third-party tenants in our combined Australian and New Zealand Real Estate portfolio. We added total third-party occupancy rate of 97%. We signed 19 third-party leases during '23 in Australia and New Zealand, and our annual combined third-party tenant sales from our Australian real estate portfolio was AUD 117 million.

Turning to the status of our future asset monetizations to support our liquidity needs, we have listed for sale our approximately 26.6 acre industrial site in [indiscernible] for Pennsylvania. And in 2023, we resumed work to realize the value of our Real Estate holdings in the city of Philadelphia.

Our properties include the 0.7 mile-long Reading Viaduct arrays, rail bed and bridges connecting and reaching through the Callowhill and [ Poplar ] neighborhoods of Philadelphia and reaching the Vine Street in the City Central Business District near the proposed site for the new home of the Philadelphia 76ers.

Calculated inclusive of our contiguous properties, the Reading Viaduct comprises approximately 6.5 acres of land plus various bridges passing over various public streets and sidewalks connecting our various parcels into one continuous landholding, unimpaired by any public thoroughfares.

Representatives of the City of Philadelphia and the City Center District have expressed an interest in acquiring the Viaduct for park purposes as an extension to the existing rail park.

And in December of '23, the Philadelphia City Council adopted an ordinance, enabling the condemnation of the Reading Viaduct and the transfer of the property to a not-for-profit for use as a public park. However, to our knowledge, no action has been taken by the city to advance such condemnation.

Based on our ongoing research, we are evaluating whether a dedicated public park is the highest and best use of the Reading Viaduct. While a connecting public park pedestrian way akin to the New York High line would likely be an important component of the development of the Reading Viaduct, we're in the process of determining the highest and best use, which may include a mixed-use development featuring residential, retail and entertainment uses.

As the development strategies evolve, we believe that a park and pedestrian corridor would be complementary to the overall development of the property. We believe the Reading Viaduct offers a substantial long-term opportunity for our company through potentially selling or joint venturing in whole or in part, part or all of the property.

The properties [ adjoining ] our Reading Viaduct include a number of freestanding legal parcels that could be monetized separately and/or apart from the main body of the Reading Viaduct.

As we've reported, we're currently reviewing all of our Real Estate assets to identify further asset monetization alternatives to raise additional liquidity to the extent needed in order to maintain a stable foundation into the future. We expect that by the end of 2024, we'll monetize the fee interest under certain of our international cinemas, while retaining leasehold interest.

In sum, while we're bracing for a slowdown in the global box office in '24 as a result of the Hollywood strikes, we're optimistic about the movie slate in '25 and beyond, and we're confident that our teams are pulling all operational levers to drive attendance and revenues ancillary to the box office.

In 2024, we've worked with our lenders to provide some relief, and we've activated another round of asset sales to sustain our company through 2024. This will also give the company the ability to focus on some of our most important Real Estate developments that will drive the most long-term value for our stockholders. That wraps up my business overview for 2023. Let me now turn it over to Gilbert.

Thank you, Ellen. Consolidated revenues for the quarter ended December 31, 2023 decreased by $1.9 million to $45.3 million when compared to Q4 2022. This decrease was primarily driven by a weaker film slate in Q4 2023 compared to the fourth quarter of 2022. Consolidated revenues for the 12 months ended December 31, 2023 increased by $19.6 million to $222.7 million when compared to the same period in the prior year.

This is a result of improved performance across our U.S. and Australia cinema circuit due to a stronger movie slate and the new rental stream from Petco at 44 Union Square, which began in the fourth quarter of 2022, offset somewhat by the decrease in the value of our Australian and New Zealand currencies.

Net loss attributable to Reading International Inc. for the quarter ended December 31, 2023 decreased by $0.8 million to a net loss of $12.4 million when compared to the same period in the prior year. Basic loss per share decreased by $0.04 to a basic loss per share of $0.56 for the quarter ended December 31, 2023 compared to the quarter ended December 31, 2022.

These results are due to increased Real Estate revenues, along with the decreased cinema expenses, decreased depreciation and amortization expense, partially offset by increased interest expense and reduce cinema segment revenues as a result of lower attendance in the fourth quarter of 2023 compared to 2022. Net loss attributable to Reading International Inc. for the 12 months ended December 31, 2023 decreased by $5.5 million to a loss of $30.7 million when compared to the same period in 2022. Basic loss per share of $1.38 for the 12-month ended December 31, 2023 compared to the basic loss per share of $1.64 for the 12 months ended December 31, 2022.

This decrease was due to improved segment operating performance from both cinema and Real Estate, decreased depreciation and amortization expenses, decreased G&A expenses, partially offset by a $5 million increase in interest expense due to a rising interest rates and $7 million decrease in other income.

Our total company depreciation and amortization, impairment and G&A expenses for the quarter ended December 31, 2023, decreased slightly by $0.2 million to $9 million compared to the same quarter in prior year. Depreciation, amortization, impairment and G&A expense for the 12 months ended December 31, 2023, decreased by $5.3 million to $38.6 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 occur in 2023 and decreased depreciation and amortization due to delay in CapEx spending.

For the fourth quarter 2023, income tax benefit decreased by $1 million to an income tax expense of $0.3 million compared to the equivalent prior-year period. The change between the fourth quarter of 2023 and the fourth quarter of 2022 is primarily related to an increase in reserve for unrecognized tax benefit in 2023.

For the 12-month ended December 31, 2023, income tax expense decreased by $0.2 million to income tax expense $0.6 million compared to the equivalent prior-year period. The change between the 12 months of 2023 and the 12 months of 2022 is primarily related to the monetization of certain of our Real Estate assets.

For the fourth quarter of 2023, our adjusted EBITDA loss decreased by $2.4 million to a loss of $2.2 million compared to the same prior-year period. This decrease was primarily the result of lower cinema expenses.

For the 12 months ended December 31, 2023, our adjusted EBITDA increased to $7.8 million from basically zero compared to the same prior-year period. This increase is due to improved cinema operations, an increase in Real Estate rental income due to rent from our Petco tenant, which commenced in the fourth quarter of 2022, along with the decreased depreciation and amortization, partially offset by increased interest expense and increased cinema expenses.

Shifting to cash flows. For the 12 months ended December 31, 2023, net cash used in operating activities decreased by $16.6 million to a net cash use of $9.7 million when compared to the same prior-year period. This was driven by a $14.8 million decrease in net change in operating assets and liability, primarily resulting from taxes payables, [ from ] rent payables and prepaid and other assets, plus better operating results compared to prior year.

Cash used in investing activities for the 12 months ended December 31, 2023 decreased by $6.8 million to cash used of $2.7 million. This is mainly due to delay in CapEx spending and the sales of our Maitland property in Australia for the fourth quarter of 2023.

Cash used in financing activities for the 12 months ended December 31, 2023 decreased by $9.9 million to $6.7 million due to reduced debt payment compared to prior year, plus $4.1 million draws on our loan with Emerald Creek Capital.

Turning to our balance sheet. Please note the consolidated balance sheet contained in our earnings release issued by Reading on April 1, 2024, contained an incorrect classification of debt, which did not take into account the amendment of our Bank of America facility, which was entered into on March 27, 2024.

As of December 31, 2023, the debt current portion of balance sheet is $34.5 million and the debt long-term portion is $146.6 million. The corrected earnings release has been issued by Reading. The disclosure regarding Reading's debt contained in the annual report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on March 29, 2024, is correct.

Turning now to our financial position. Our total assets on December 31, 2023 were $533.1 million compared to $587.1 million on December 31, 2022. This decrease was driven by a $17 million decrease in cash and cash equivalents, from which we funded our ongoing business operations, an $18.9 million decrease in operating leases right-of-use assets and a $24.5 million decrease in operating properties offset by an increase in asset growth held for sale of $11.2 million.

As of December 31, 2023, our total outstanding gross borrowings were $210.3 million compared to $215.6 million on December 31, 2022. Our cash and cash equivalent as of December 31, 2023 were $12.9 million, which includes approximately $7.1 million in the U.S., $5.2 million in Australia and $0.7 million in New Zealand.

Further to address the liquidity pressure on our business, we are working with our lenders to restructure certain debt facilities, and we have selected certain Real Estate assets for potential monetization and have listed them for sale.

As Ellen mentioned, we sold our Maitland property in Australia during the fourth quarter of 2023 for AUD 2.8 million. And during the first quarter of 2024, we completed the sale of our Culver City office building for $10 million and fully discharged the related mortgage.

During 2023 and the first quarter of 2024, we modified our Bank of America loan in the first quarter of 2023, extending the maturity date of the facility to September [ 4 ], 2024. And on March 27, 2024, we further extended our Bank of America, Bank of Hawaii loan maturing date to August 18, 2025 together with the relaxation of certain financial covenants.

We just completed a modification of our revolver corporate market loan facility with NAB, which will be reported on in the next 10-Q. In September 2023, we extended the maturity date from October 3, 2023 to October 1, 2024 on our Cinemas 1,2,3 terms loan. In November 2023, we extended our Westpac loan maturity date to January 1, 2025. On January 26, 2024, we extended our Santander loan maturity to June 1, 2024. With that, I will now turn it over to Andrzej.

Thanks, Gilbert. First, I'd like to thank our stockholders as usual 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 insights from management.

The first such question regarding our development in Wellington. The city of Wellington has reportedly an agreement to purchase and lease back land underneath Reading's Courtenay Central Shopping Center. How come Reading has made no mention whatsoever what has become part of the public discussion and record of the Wellington City Council?

What monetization financing, redevelopment plans, are you pursuing with the [ council ] regarding the Courtenay Central property or properties? What is the timing and/or milestones toward finalizing a larger development plan for Courtenay Central. Ellen?

As widely reported in the New Zealand press, in 2023, we signed a nonbinding commercial term sheet with the Wellington City Council to assist in the redevelopment of our Courtenay Central Building. This commercial term sheet includes confidentiality obligations for both parties. Therefore, we're unable to provide any further details at this stage. We remind our stockholders that we can provide no assurance that a final deal will ever be struck. From Reading's perspective, its assets in Wellington, New Zealand have been and continue to be core assets, and they represent a long-term value opportunity for our stockholders. Since Courtenay Central opened in 2002 and up until its temporary closure in January of 2019 due to seismic safety concerns, the building has been a critical part of our overall cash flow. The cash flow from this building was the foundation of our New Zealand business.

In January of 2019, we made the very difficult decision to effectively shut the building down when we discovered a seismic issue that could potentially put people using the building at risk.

Following that decision that has caused our company many millions of dollars, we've dealt with a global pandemic that devastated the cinema business, the fastest and highest interest rate tightening in history, record-high inflation and the unprecedented Hollywood strikes.

Nevertheless, we remain committed to strengthening and recreating a first-class destination at Courtenay Central for Wellingtonians and the visitors to this important capital city. The anchor of this destination will be a world-class 10-screen cinema that would delight the moviegoers of Wellington again. Wellington is one of the most creative cities in the world and is now vital to Hollywood's creative engine.

Our goal would be to deliver the community one of the best cinematic experiences audiences could have anywhere in the world. As I mentioned earlier, despite the frustrating hurdles that the theatrical business has endured over the last 4 years, we see light at the end of the movie slate tunnel. The 2025 movie slate looks very exciting and ends with the bank with Avatar 3, a movie with very important ties to Wellington.

While the redevelopment schedule would not result in Courtenay Central being opened during 2025, the encouraging upcoming release slate in '25 and beyond together with the renewed commitment of the major studios to the theatrical exclusive window support why Reading is so committed to getting its assets reactivated again in Wellington.

Thanks, Ellen, for that comprehensive answer. The next question is regarding the quarter's actual dollar per cap concession versus last year's same quarter. Can you provide that for each market, U.S. and either Australia and New Zealand separately? Or as a down on the group, to what do you attribute the changes? Gilbert, can you feel this?

The U.S. food and beverage per capita in Q4 2023 was [ $7.76 ], which decreased by $0.10 or 1% from Q4 2022 through a healthy food and beverage spend per patron. The reason is that the Q4 2023 U.S. SPP reduced slightly with certain location at greater sensitivity to inflationary pressure and prevailing economic conditions.

The Australia food and beverage per capita in Q4 2023 was AUD 7.84, which decreased by $0.04 or 0.5% from Q4 2022. Our food and beverage increased due to launch of our Angelika at South City Square and Reading Cinemas in Busselton, each of which offer elevated food and beverage by Angelika, offers alcohol.

Our SPP was also positively improved by the success the Taylor Swift promotional cup initiatives, which stock selling out in the first week.

The New Zealand food and beverage per capita in Q4 2023 was [ NZD ] 6.73, which decreased by $0.20 or 3% from Q4 2022. The dip in quarterly SPP was directly related to the prevailing economic condition in New Zealand, with high inflation negatively impacting consumer spending, highlighted by 3 consecutive months of SPP decline.

Thanks, Gilbert. Ellen, do you have any concerns about the creditworthiness of Petco as your tenant at 44 Union Square?

Credit markets are pricing their loans worse than the average single B loan, and the discount margin is almost 250 basis points higher than the [ OAS ] on high-yield credit. Their stock has 30% [ short ] interest and their leverage is over 8x net debt 2024 expected EBITDA.

Can you help us understand what protections you might have in your lease agreement that help mitigate the potential impact here?

We monitor the activities of our major tents. Given the foot traffic of the new flagship location, we're not concerned about our Petco lease. While the terms of the lease are confidential, I can share with you that the stores, in our view, very successful and reflects a major capital investment on the part of Petco. With that said, the company has a usual and customary landlord rights expected for a commercial land owner in New York City. It's been reported by the retail press that at 44 Union Square, Petco has elevated the pet-human bond in this New York City flagship and caused the design of the store in another galaxy. This Petco store is not just about picking up pet treats or dropping your dog off for grooming. They have created theater through great visual merchandising, store design and merchandise operations.

Thanks, Ellen. Our next question regarding corporate HQ staff and operating costs, with the Culver City office building sale, what are your plans and expectations for this offices corporate staff and projected personnel and other Los Angeles overhead costs compared to the most recent year? Ellen, can you take this?

Our plans are to move the team in Los Angeles down to a new office space in Downtown L.A. We're working on finalizing the lease now and expect that we should be officing in the space within the next 6 to 8 weeks. Moving to Downtown L.A. will significantly cut the commute time for most of our employees. With the office moved downtown, the elimination of debt, taxes and other operational expenses related to the [ 5995 ] building in Culver City, we do expect to see a sizable reduction in our Los Angeles G&A costs.

In terms of personnel, though, we expect to maintain similar staffing levels in '24, similar to what we've had in 2023.

Thanks, Ellen. And our last question, which I'll handle, is regarding our Maitland property. Maitland, about how much did Maitland Cinema earn or lose in 2023? What influenced the decision not to lease back for a longer period? [ Buy us ] alternative fans, do you expect the Maitland cinema to be profitable over the 2-year leaseback? And do you desire to maintain a theater here beyond that short term? Well, the site has been a positive contributor to our Australian circuit for over the past 5 years when you take into account our internal rent structure. However, the cinema, over a recent period, encountered competition when a new state-of-the-art cinema opened close by, which also influenced our decision to sell. This issue, coupled with the potential plans the buyer may have for the site, drove the leaseback period.

A decision as to whether that period is shorter or longer will respectively lie with the buyer or ourselves. Such a decision on our part would be made closer to the conclusion of the 2-year term.

And with that, that brings us to the end of our conference call here. As usual, we'd like to thank all of our stockholders not only for sending the questions but for sticking with the company over these tight periods, and we'd like to wish you all the very best for the coming year. Thank you very much.