CGX Cineplex Inc

Cineworld acquisition pending remaining regulatory approvals

TORONTO, Feb. 12, 2020 /CNW/ - (TSX: CGX) - Cineplex Inc. ("Cineplex") today released its financial results for the three months and year ended December 31, 2019.  Unless otherwise specified, all amounts are in Canadian dollars.

Fourth Quarter Results

 

Full Year Results

 

"Cineplex reported strong results for 2019, as our diversified businesses showed more meaningful returns," said Ellis Jacob, President and CEO, Cineplex. "Total revenue increased 3.3% to $1.7 billion with all-time annual records reported for media, amusement and food service revenue. Our earnings measure comparisons were impacted by the proposed Cineworld transaction and the adoption of IFRS 16. Adjusted EBITDAaL was negatively impacted by transaction related costs of $11.7 million and net income was negatively impacted by these transaction costs and non-cash interest expenses of $12.1 million. The adoption of IFRS 16 negatively impacted net income by approximately $25.5 million as compared to 2018. In total, after tax, net income was negatively impacted by $43.1 million or $0.68 per share as compared to 2018."

Subsequent to year end, Cineplex and Cineworld shareholders approved the proposed acquisition by Cineworld and we are working to obtain the remaining required approvals to complete the transaction. Since going public in 2003, Cineplex has remained steadfast in providing value for its shareholders and delivering a superior guest and customer experience across our ecosystem of businesses.

Thank you to our shareholders for their continued support and to our employees for their hard work in achieving these strong results."

KEY DEVELOPMENTS IN 2019

On December 15, 2019, Cineplex entered into an arrangement agreement (the "Arrangement Agreement") with Cineworld Group, plc, ("Cineworld") , whereby Cineworld agreed to indirectly acquire all of the issued and outstanding common shares of Cineplex ("Shares") for $34.00 per Share in cash pursuant to a statutory plan of arrangement (the "Cineworld Transaction"). The Cineworld Transaction is supported by Cineplex's Board of Directors, and is subject to approval by the shareholders of both Cineplex and Cineworld and receipt of required regulatory and court approvals. The transaction is expected to close during the first half of 2020. Upon closing, the Cineplex Shares will cease trading on the Toronto Stock Exchange and Cineplex would become a wholly-owned subsidiary of Cineworld.

The following describes certain key business initiatives undertaken and results achieved during 2019 in each of Cineplex's core business areas:

FILM ENTERTAINMENT AND CONTENT

Theatre Exhibition

• Reported annual box office revenues of $705.5 million, a 2.6% decrease from 2018 due to a 4.2% decrease in theatre attendance, despite a 1.6% increase in BPP to $10.63.
• Reported an annual record BPP of $10.63 for Cineplex, $0.17 or 1.6% higher than $10.46 reported during 2018.
• Opened two new theatres, Cineplex Cinemas Park Royal and VIP in Vancouver, British Columbia, an eleven screen theatre featuring all recliner seating as well as an UltraAVX screen, D-BOX Motion Seats and four VIP auditoriums; and the other, Cineplex Cinemas at The Centre in Saskatoon, Saskatchewan, a seven screen theatre featuring all recliner seating as well as an UltraAVX screen, D-BOX Motion Seats and Cineplex Clubhouse.
• Opened a new VIP Cinema in Oakville, Ontario in December at Cineplex Cinemas Winston Churchill and VIP with five retrofitted luxury auditoriums.
• Opened five new 4DX auditoriums, two in Alberta at the Scotiabank Theatre Chinook in Calgary and the Scotiabank Theatre Edmonton; and three in Ontario at the Cineplex Cinemas Winston Churchill in Oakville, Cineplex Cinemas Hamilton Mountain and the Scotiabank Theatre Ottawa.
• Opened five new ScreenX auditoriums: Cineplex Odeon Sunridge Spectrum Cinemas in Calgary, Alberta; Cineplex Odeon South Edmonton Cinemas in Alberta; Scotiabank Theatre Vancouver in British Columbia; Scotiabank Theatre Toronto in Ontario; and Cineplex Cinemas Yorkdale in Toronto, Ontario.
• Announced plans for Junxion, a new entertainment concept which will feature a cinema with reclining seats and in-seat food service, a space for outdoor screenings, an open lobby and stage for events, performances, amusement games, virtual reality experiences ("VR") from VRstudios Inc. ("VRstudios") and a food hall which will include a bar and an indoor food truck. Cineplex plans to open 8-10 Junxion locations with the first location at the Erin Mills Town Centre in Mississauga, Ontario which is scheduled to open in 2020.
• Announced plans for a new all-in-one entertainment complex at Kildonan Place in Winnipeg, Manitoba scheduled to open in 2021. The entertainment complex will include a six screen theatre featuring all recliner seating, an UltraAVX screen, a large amusement game and attractions area featuring VR and a range of dining experiences.
• Announced plans for two new Cineplex VIP Cinemas in Montreal, Quebec: one at the Cineplex Cinemas Forum which is expected to open in 2020 and the other at the Royalmount which is expected to open in 2022. Both locations will include five luxury auditoriums and a fully licensed lounge.

Theatre Food Service

• Reported record annual theatre food service revenues of $446.6 million, a 1.3% increase from 2018 due to an annual record CPP of $6.73, a $0.37 or 5.8% increase from 2018.
• During the year, Cineplex expanded alcohol beverage service to an additional 52 theatres, now totalling 87 (excluding VIP).
• During the year, added nine additional locations to the Uber Eats delivery platform, which now provides home delivery from 101 theatres.
• Announced an expanded partnership with Skip the Dishes, which now provides home delivery from 130 theatres.

Alternative Programming

• Alternative Programming (Cineplex Events) included the theatrical release of the family feature Arctic Dogs, Opera performances from The Metropolitan Opera, The Bolshoi Ballet, Fleabag from The National Theatre along with concerts from Metallica and Roger Waters.
• Cineplex International film programming featured strong performing Chinese, Filipino, Hindi and Punjabi-language titles in select markets across the country.

Digital Commerce

• Online and mobile ticketing represented 35% of total theatre admissions during the year, up from 28% in the prior year.
• Cineplex Store continued to show significant growth with a 57% increase in active monthly users, reaching over 1.3 million users.

MEDIA

• Reported record annual media revenues of $196.8 million, 20.8% higher than 2018 as a result of record cinema media and digital place-based media revenues.

Cinema Media

• Cinema media reported record revenue of $115.4 million in 2019, $8.6 million or 8.0% higher than 2018, primarily due to increases in show-time and pre-show advertising.
• Cineplex Media, in partnership with Tangerine Bank, announced Tangerine Tuesdays, a continuation of the popular Tuesday ticket program where guests can enjoy discounted movie admission at theatres, as well as free popcorn upgrades.

Digital Place-Based Media

• Reported record revenues of $81.3 million in 2019, an increase of $25.4 million or 45.3%, compared to 2018 mainly due to higher project installation revenues.
• Completed the deployment of AMC theatres' digital network at approximately 630 locations across the United States, including its box office signage, theatre menu boards and other ancillary signage.
• Announced a new partnership with Mountain Equipment Co-op ("MEC") to deliver a unique digital signage to optimize the retail experience for customers at MEC stores across Canada.

AMUSEMENT AND LEISURE

Amusement Solutions

• Reported record annual revenues of $189.1 million in 2019 ($10.9 million from Cineplex theatre gaming and $178.2 million from all other sources of revenues). This $13.0 million increase over the prior year is mainly due to increased route operations revenues and distribution sales.

Location-based Entertainment

• Reported total annual revenues of $79.2 million including food service revenues of $36.7 million, amusement revenues of $39.1 million and other revenues of $3.4 million, an increase of $12.7 million (19.1%) as compared to 2018.
• Opened two additional locations of The Rec Room: one located at the Square One Shopping Centre in Mississauga, Ontario and the other at the Avalon Mall in St. John's, Newfoundland.
• Opened Canada's first reinvented Playdium entertainment complex in Brampton, Ontario and the second complex in Whitby, Ontario.
• Announced plans for two new locations of The Rec Room: one in the Granville Entertainment District in Vancouver, British Columbia which is expected to open in 2021, and the other, Quebec's first location of The Rec Room at Royalmount in Montreal, Quebec, which is expected to open in 2022.
• Announced plans for two Playdium locations: one in Dartmouth, Nova Scotia at the Dartmouth Crossing Shopping Centre, and the other at Quartier DIX30 in Brossard, Quebec. Both locations are expected to open in 2020.

LOYALTY

• Membership in the SCENE loyalty program increased by 0.7 million in 2019, reaching 10.3 million members at December 31, 2019.
• SCENE celebrated 10 million members with National No Excuses Day on September 27, 2019 offering SCENE members exclusive promotional offers, including half off point redemptions.

CORPORATE

• Cineplex was named by Waterstone Human Capital one of Canada's 10 Most Admired Corporate Cultures in the large enterprise category for 2018, the third time that Cineplex has won the award that celebrates best-in-class Canadian organizations.
• Cineplex was recognized by Brand Z as one of the Top 40 Most Valuable Canadian Brands and honoured with the Best Brand Experience Award, one of three special awards presented by Brand Z.
• Entered into the Arrangement Agreement with Cineworld on December 15, 2019.
• Effective with the May 2019 dividend, the Board of Directors of Cineplex (the "Board") announced a monthly dividend increase of 3.4% to $0.150 per share ($1.80 on an annual basis) up from $0.145 per share ($1.74 on an annual basis). As a result of the Arrangement Agreement, Cineplex does not expect to pay any further dividends after the dividend payable on February 28, 2020, assuming the Cineworld Transaction is completed.
• Cineplex held its ninth annual Community Day, raising over $175,000 in support of the Boys and Girls Clubs of Canada.

OPERATING RESULTS FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2019

Total revenues

Total revenues for the three months ended December 31, 2019 increased $15.4 million (3.6%) to $443.2 million as compared to the prior year period. Total revenues for the year ended December 31, 2019 increased $52.7 million (3.3%) to $1.7 billion as compared to the prior year. A discussion of the factors affecting the changes in box office, food service, media, amusement and other revenues for the two periods is provided below.

Non-GAAP measures discussed throughout this MD&A, including adjusted EBITDA, adjusted EBITDAaL, adjusted store level EBITDAaL, adjusted EBITDAaL margin, adjusted store level EBITDAaL margin, adjusted free cash flow, theatre attendance, BPP, premium priced product, same theatre metrics, CPP, film cost percentage, food service cost percentage and concession margin per patron are defined and discussed in Non-GAAP measures section of this news release.

Box office revenues

The following table highlights the movement in box office revenues, theatre attendance and BPP for the quarter and the full year (in thousands of dollars, except theatre attendance reported in thousands of patrons and per patron amounts, unless otherwise noted):

 

 

Fourth Quarter

 

Box office revenues decreased $0.6 million, or 0.3%, to $181.8 million during the fourth quarter of 2019, compared to $182.4 million recorded in the same period in 2018. This decrease was due to a 0.8% decrease in theatre attendance more than offsetting the impact of a 0.6% increase in BPP.

BPP for the three months ended December 31, 2019 was a fourth quarter record of $10.79, a $0.06 increase from the prior year period as a result of price increases in selective markets as compared to the prior year period.

Full Year

 

Box office revenues for the year ended December 31, 2019 were $705.5 million, a decrease of $18.7 million or 2.6% from the prior year. This was due to a 4.2% decrease in theatre attendance year over year despite the increase in BPP.  The prior year was a tough comparator due to Avengers: Infinity War, Black Panther and Incredibles 2 all which finished in the top ten highest grossing films of all-time in North America while only Avengers: Endgame finished in the top ten in 2019. In particular, the first quarter experienced a 15.6% decrease in attendance resulting in a $24.9 million decrease in box office revenues as compared to the prior year period due to the weaker film slate.

Cineplex's BPP for the year ended December 31, 2019 increased $0.17, or 1.6%, from $10.46 in 2018 to an annual record of $10.63 in 2019. This increase was primarily due to price increases in selective markets as compared to the prior year.

Food service revenues

The following table highlights the movement in food service revenues, theatre attendance and CPP for the quarter and the full year (in thousands of dollars, except theatre attendance and same theatre attendance reported in thousands of patrons and per patron amounts):

 

 

Fourth Quarter

Food service revenues are comprised primarily of concession revenues, which includes food service sales at theatre locations and through delivery services including Uber Eats and Skip the Dishes. Food service revenues also include food and beverage sales at LBE venues including The Rec Room and Playdium. Theatre food service revenues increased $3.7 million (3.3%) as compared to the prior year period to a fourth quarter record of $114.7 million due to a 4.3% increase in CPP more than offsetting the impact of a 0.8% decrease in theatre attendance. The operations of LBE contributed $10.5 million in the period resulting in a $4.4 million (3.7%) increase in total food service revenues to a fourth quarter record of $125.2 million. Expanded offerings outside of core food service products, including offerings at Cineplex's VIP Cinemas and Outtakes locations and expanded beverage services, have contributed to increased visitation and higher average transaction values, resulting in the record CPP in the period.

Food service revenues from LBE increased $0.8 million (7.9%) compared to the prior year period primarily due to the increase in locations from six in 2018 to nine for the full quarter and one for part of the quarter in 2019.

CPP of $6.81, an increase of 4.3% compared to the prior year period was an fourth quarter record for Cineplex. Expanded offerings outside of core food service products, including offerings at Cineplex's VIP Cinemas and Outtakes locations and expanded beverage services, have contributed to increased visitation and higher average transaction values, resulting in the record CPP in the period.

Full Year

Food service revenues increased $7.8 million, or 1.6% as compared to the prior year to an annual record of $483.3 million due to a 5.5% increase in LBE revenues and the record CPP more than offsetting the impact of the lower theatre attendance. CPP of $6.36 in 2018 increased 5.8% to $6.73 in 2019, an annual record for Cineplex. The operations of LBE contributed $36.7 million in 2019. Newer locations typically experience higher sales volumes in the first year of operations (honeymoon period) before settling into their expected long-term run-rate levels resulting in a leveling off of results for older locations.

While programs including SCENE offers provided on food service purchases impact CPP, Cineplex believes that this loyalty program drives incremental visits and food service purchases, resulting in higher overall food service revenues.

Media revenues

The following table highlights the movement in media revenues for the quarter and the full year (in thousands of dollars):

 

Fourth Quarter

Total media revenues from continuing operations increased 20.1% to an all-time quarterly record of $69.5 million in the fourth quarter of 2019 compared to the prior year period. This increase was due to higher cinema media and digital place-based media revenues. Cinema media increased by $2.0 million, or 5.0% higher than the prior year period to an all-time quarter record of $42.2 million as a result of increased pre-show and show-time. Digital place-based media revenues increased $9.6 million (54.3%) to an all-time quarterly record of $27.4 million. The increase as compared to the prior year period was primarily due to increased project installation revenues which included rollouts for new and growth with existing clients.

During the fourth quarter of 2019, digital place-based media added 752 new locations, an increase of 5.2% over the third quarter of 2019.

Full Year

Total media revenues from continuing operations increased $33.9 million, or 20.8%, in the year ended December 31, 2019 compared to the prior year, to an all-time annual record of $196.8 million. This increase was due to the performance of Cinema media, which reported an increase of $8.6 million (8.0%) compared to the prior year due primarily to higher pre-show results. Digital place-based media revenues increased $25.4 million due to higher project installation revenues.

Full year, digital place-based media added 1,809 new locations (an increase of 13.4%) for a total of 15,311 locations as at December 31, 2019.

Amusement Revenues

The following table highlights the movement in amusement revenues for the quarter and the full year (in thousands of dollars):

 

Fourth Quarter

Amusement revenues of $53.5 million were flat compared to the prior year period. Amusement revenues from P1AG decreased $3.4 million (7.8%) primarily due to a decrease in route revenues in the United States from theatres, non-family entertainment centres and the retail segment. Amusement revenues from LBE increased 45.6% or $3.4 million compared to the prior year period as a result of the additional locations and VR offerings.

Full Year

For the full year period, amusement revenues increased by $22.4 million (10.9%) to an all-time annual record of $228.2 million. The increase as compared to the prior year is due to increased distribution revenue as well as route business, in part due to the P1AG agreement with Cinemark, entered in 2018, as well as strong growth in revenue from the additional locations of LBE venues as compared to the prior year period.

Other revenues

The following table highlights the other revenues which includes revenues from the Cineplex Store, promotional activities, screenings, private parties, corporate events, breakage on gift card sales and revenues from management fees for the quarter and the full year (in thousands of dollars):

 

Other revenues from continuing operations decreased 1.0% in the fourth quarter of 2019 compared to the prior year period. In 2019, the increase of 16.4% in other revenues was due primarily to higher volume of digital commerce sales.

Film cost

The following table highlights the movement in film cost and the film cost percentage for the quarter and the full year (in thousands of dollars, except film cost percentage):

 

Fourth Quarter

Film cost varies primarily with box office revenues, and can vary from quarter to quarter usually based on the relative strength and concentration of the titles exhibited during the prior period. The 1.5% increase in film cost percentage in the current period was as a result of higher settlement rates attributable to the top films in 2019 compared to 2018.

Full Year

Film cost percentage remained flat year over year as a result of the top films having comparable settlement rates.

Cost of food service

The following table highlights the movement in cost of food service and food service cost as a percentage of food service revenues ("concession cost percentage") for both theatres and LBE for the quarter and the full year (in thousands of dollars, except percentages and margins per patron):

 

Fourth Quarter

Cost of food service at the theatres varies primarily with theatre attendance as well as the quantity and mix of offerings sold. Cost of food service at LBE venues varies primarily with the volume of guests who visit the locations as well as the quantity and mix between food and beverage items sold.

The increase in the theatre cost of food service as compared to the prior year period was due to a 0.6% increase in the concession cost percentage during the period and higher theatre food service revenues due to sales from an expanded menu and shift in product mix.

The theatre concession margin per patron increased 3.5% from $5.13 in the fourth quarter of 2018 to $5.31 in the same period in 2019, reflecting the impact of the higher CPP more than offsetting the higher theatre concession cost percentage during the quarter.

The increase in LBE cost of food service as compared to the prior year period was due to the higher food service revenues as a result of the increase in operating locations. This was partially offset by the decrease of 0.4% in LBE food cost percentage during the quarter compared to the prior period as a result of improved cost management and menu optimization as new locations opened.

Full Year

The increase in the theatre cost of food service as compared to the prior year was due to a 1.2% increase in the theatre concession cost percentage and higher theatre food service revenues. The theatre concession margin per patron increased from $5.05 in the prior year to $5.26 in 2019, reflecting the impact of the higher CPP in 2019.

The increase in LBE cost of food service as compared to the prior year was due to the higher food service revenues as a result of the increase in operating locations. This was partially offset by the decrease of 0.5% in LBE food cost percentage as a result of improved cost management and menu optimization with the rollout of new locations.

Depreciation and amortization

The following table highlights the movement in depreciation and amortization expenses during the quarter and the full year (in thousands of dollars):

 

The quarterly decrease in depreciation of property, equipment and leaseholds from continuing operations of $0.4 million was due to the reduction in depreciation resulting from fully depreciated assets more than offsetting the incremental depreciation from new build and expansions.  The annual increase in depreciation of $1.9 million was primarily due to the investments in route equipment, furniture and fixtures and leasehold improvements.

The quarterly and year to date increase in depreciation of right-of-use assets from continuing operations was as a result of the adoption of IFRS 16. The right-of-use assets are depreciated over the lease term. The current quarter and year to date expense represents the depreciation charge for the periods.

The quarterly and annual decrease in amortization of intangible assets and other from continuing operations was primarily due to certain assets being fully amortized.

Loss on disposal of assets

The following table shows the movement in the loss on disposal of assets during the quarter and the full year (in thousands of dollars):

 

Other costs

Other costs include three main sub-categories of expenses: theatre occupancy expenses, which capture the rent and associated occupancy costs for Cineplex's theatre operations; other operating expenses, which include the costs related to running Cineplex's film entertainment and content, media, as well as amusement and leisure; and general and administrative expenses, which includes costs related to managing Cineplex's operations, including head office expenses. Please see the discussions below for more details on these categories.

The following table highlights the movement in other costs for the quarter and the year to date (in thousands of dollars):

 

Theatre occupancy expenses

The following table highlights the movement in theatre occupancy expenses for the quarter and the year to date (in thousands of dollars) with the prior period presentation revised to provide comparability to the impact of the transition to IFRS 16:

 

 

Fourth Quarter

Theatre occupancy expenses decreased $33.5 million during the fourth quarter of 2019 compared to the prior year period.  This decrease was primarily due to the impact of the adoption of IFRS 16 partially offset by the impact of non-cash rent in the prior period.

Total theatre occupancy including cash lease payments increased $1.9 million (3.4%) during the fourth quarter of 2019 compared to the prior year period. This increase was due to a decrease in one-time credits and increase in taxes and insurance.

Full Year

The decrease in theatre occupancy expenses of $138.0 million for the 2019 year compared the prior year was mainly due to the impact of the adoption of IFRS 16 partially offset by the impact of non-cash rent in the prior year period.

For the year to date period, theatre occupancy including cash payments increased $3.1 million (1.4%) as compared to the prior year period. The increase was primarily due to the impact of new theatres net of disposed theatres.

Other operating expenses

The following table highlights the movement in other operating expenses during the quarter and the year to date (in thousands of dollars) with the prior period presentation revised and restated to provide comparability to the impact of the transition to IFRS 16 and application of IFRS 5:

 

 

Fourth Quarter

Other operating expenses during the fourth quarter of 2019 increased $5.7 million or 3.5% compared to the prior year period. The increase was primarily due to higher media operating expenses as a result of higher digital place-based media project installation revenue as compared to the prior year period. Same theatre payroll expenses increased due to higher minimum wages in Alberta, Quebec and British Columbia. Payroll and other costs associated with expanded service offerings also resulted in higher costs. Higher LBE operating expenses were due to an increase in the number of LBE locations from six in the fourth quarter of 2018 to ten at the end of 2019. These were partially offset by the $3.2 million decrease in P1AG costs due to a decrease in the route business and $4.5 million decrease in SCENE due to timing of expenses.

Full Year

For the year ended December 31, 2019, other operating expenses increased $36.1 million or 6.1% compared to the prior year. Media operating expenses increased due to higher CDM project installation revenue and cinema media volumes as compared to the prior year period. The increase in other operating expenses can also be attributed to the net impact of new and acquired theatres. Cineplex incurred higher amusement and leisure costs due to an increase in distribution sales and route revenue from P1AG and from the impact of the increase in the number of LBE venues. Same theatre payroll expenses increased due to higher minimum wages in Alberta, Quebec and British Columbia. During 2018, Cineplex recognized business interruption insurance proceeds of $5.4 million, as a result of a fire at Cineplex Seton and VIP. Cost increases were partially offset by a decrease in marketing due to the timing of campaigns and cash rent allocated to lease obligations arising upon the adoption of IFRS 16.

General and administrative expenses

The following table highlights the movement in general and administrative ("G&A") expenses during the quarter and the year to date, including Share-based compensation costs, and G&A expenses net of these costs (in thousands of dollars) with the prior period presentation revised to provide comparability to the impact of the transition to IFRS 16:

 

Fourth Quarter

G&A expenses increased $16.2 million during the fourth quarter of 2019 compared to the prior year primarily due to higher expenses resulting from the proposed Cineworld Transaction. Included in transaction costs of $11.7 million are share-based compensation costs of $8.4 million. These expenses are due to the impact of the combination of the valuation of the expected benefits at $34.00 as compared to the share price preceding the announcement of the Arrangement Agreement and an accelerated vesting period. The vesting service period was revised to March 31, 2020, to reflect the estimated earliest closing date of the Cineworld Transaction which is expected to occur in during the first half of 2020. Revised vesting terms of the options as a result of the Cineworld Transaction also resulted in increased costs in the quarter. The transaction costs also include $3.3 million of professional fees arising from the Cineworld Transaction. Excluding the impact of the Cineworld Transaction, LTIP costs increased $2.5 million due to an increase in share price in the current quarter as compared to a decrease in share price in the prior year period.

Full Year

G&A expenses for 2019 increased $14.2 million (21.3%) as compared to the prior year, primarily due to expenses related to the Cineworld Transaction in the amount of $11.7 million. Included in $11.7 million of transaction costs are the share-based compensation costs of $8.4 million, resulting from the combination of the valuation of the expected benefits at $34.00 (the price per Share in the Cineworld Transaction) as compared to the share price preceding the announcement of the Arrangement Agreement and an accelerated vesting period. The vesting service period was revised to March 31, 2020, to reflect the estimated earliest closing date of the Cineworld Transaction which is expected to occur in during the first half of 2020. Professional fees relating to the Cineworld Transaction in the amount of $3.3 million are also included in the transaction costs. The increase in G&A can also be attributed to professional fees relating to the software upgrade undertaken for IFRS 16. The prior year included expenses incurred relating to a cost reduction initiative implemented in 2018. Excluding the impact of the Cineworld Transaction, LTIP costs increased $4.4 million due to an increase in share price in the current year period as compared to a decrease in the share price in the prior year period.

EARNINGS BEFORE INTEREST, INCOME TAXES, DEPRECIATION AND AMORTIZATION ("EBITDA") (see Non-GAAP measures section of this news release)

The following table presents EBITDA, adjusted EBITDA and adjusted EBITDAaL for the three months and year ended December 31, 2019 as compared to the prior year periods (expressed in thousands of dollars, except adjusted EBITDAaL margin):

 

Adjusted EBITDAaL for the fourth quarter of 2019 decreased $17.7 million, or 22.1%, as compared to the prior year period, to $62.3 million. This decrease was due to additional costs including transaction costs incurred as a result of the Cineworld Transaction as well as weaker results from theatre exhibition business partially offset by strong results from other businesses. As a result of the Cineworld Transaction, G&A expenses increased as a result of expenses related to the Cineworld Transaction in the amount of $11.7 million. Adjusted EBITDAaL margin, calculated as adjusted EBITDAaL divided by total revenues, was 14.1% in the current period, a decrease of 4.6% from 18.7% in the prior year period.

Adjusted EBITDAaL for the year ended December 31, 2019 decreased $16.7 million, or 6.8%, to $230.5 million as compared to $247.3 million in the prior year period with the decrease primarily due to the transaction costs and accounting adjustments related to the Cineworld Transaction. These were partially offset by the increases in food service, media and amusement revenues. Adjusted EBITDAaL margin was down 0.6% to 13.8% in 2019 compared to 15.3% in 2018.

ADJUSTED FREE CASH FLOW (see Non-GAAP measures section of this news release)

For the fourth quarter of 2019, adjusted free cash flow per common share of Cineplex was $0.62 as compared to $0.96 in the prior year period. The declared dividends per common share of Cineplex were $0.45 in the fourth quarter of 2019 and $0.44 in the prior year period. During the 12 months ended December 31, 2019, Cineplex generated adjusted free cash flow per Share of $2.66, compared to $2.89 in the prior 12 month period. Cineplex declared dividends per Share of $1.78 and $1.72, respectively, in each 12 month period. The payout ratios for these periods were 66.9% and 59.6%, respectively.

NON-GAAP FINANCIAL MEASURES

EBITDA and Adjusted Free Cash Flow

EBITDA and adjusted free cash flow are not measures recognized by GAAP and do not have standardized meanings in accordance with such principles.  Therefore, EBITDA and adjusted free cash flow may not be comparable to similar measures presented by other issuers.  As a result of the adoption of IFRS 16, Leases on January 1, 2019, new non-GAAP measures including adjusted EBITDAaL and associated adjusted EBITDAaL margin have been introduced to ensure comparability of periods.

EBITDA is calculated by adding back to net income or net loss, income tax expense, depreciation and amortization expense, and interest income from continuing operations.  Adjusted EBITDA excludes the change in fair value of financial instrument, loss on disposal of assets, foreign exchange gain, the equity income of CDCP, the non-controlling interests' share of adjusted EBITDA of TG-CPX Limited Partnership, and depreciation, amortization, interest and taxes of Cineplex's other joint ventures and associates.  Adjusted EBITDAaL modifies adjusted EBITDA to deduct current period cash rent related to lease obligations. Prior year adjusted EBITDAaL deducts rent previously recognized as a reduction in finance lease obligations, and non-cash rent previously presented as amortization of tenant inducements, rent averaging liabilities, density right and fair-value lease contract liabilities. EBITDA, adjusted EBITDA and adjusted EBITDAaL measure Cineplex's operational performance from continuing operations, and prior year measurements have been restated to exclude discontinued operations accordingly.

Cineplex's management believes that adjusted EBITDAaL is an important supplemental measure of Cineplex's profitability at an operational level and provides analysts and investors with comparability in evaluating and valuing Cineplex's performance period over period.  EBITDA, adjusted for various unusual items, is also used to define certain financial covenants in Cineplex's Credit Facilities.  Management calculates adjusted EBITDAaL margin by dividing adjusted EBITDAaL by total revenues.

Adjusted free cash flow is a non-GAAP measure generally used by Canadian corporations, as an indicator of financial performance and it should not be seen as a measure of liquidity or a substitute for comparable metrics prepared in accordance with GAAP.

For a detailed reconciliation of net income or net loss to EBITDA, adjusted EBITDA and adjusted EBITDAaL and from cash provided by operating activities to adjusted free cash flow, please refer to Cineplex's management's discussion and analysis filed on www.sedar.com.

Earnings per Share Metrics
Cineplex has presented basic and diluted earnings per share net of this item to provide a more comparable earnings per share metric between the current periods and prior year periods. In the non-GAAP measure, earnings is defined as net income or net loss excluding the change in fair value of financial instrument.

Per Patron Revenue Metrics
Cineplex reviews per patron metrics as they relate to box office revenue and theatre food service revenue such as BPP, CPP, BPP excluding premium priced product, and concession margin per patron, as these are key measures used by investors to value and assess Cineplex's performance, and are widely used in the theatre exhibition industry. Management of Cineplex defines these metrics as follows:

Theatre Attendance: Theatre attendance is calculated as the total number of paying patrons that frequent Cineplex's theatres during the period.

BPP: Calculated as total box office revenues divided by total paid theatre attendance for the period.

BPP excluding premium priced product: Calculated as total box office revenues for the period, less box office revenues from 3D, 4DX, UltraAVX, VIP and IMAX product; divided by total paid theatre attendance for the period, less paid theatre attendance for 3D, 4DX, UltraAVX, VIP and IMAX product.

CPP: Calculated as total theatre food service revenues divided by total paid total theatre attendance for the period.

Premium priced product: Defined as 3D, 4DX, UltraAVX, IMAX and VIP film product.

Theatre concession margin per patron: Calculated as total theatre food service revenues less total theatre food service cost, divided by theatre attendance for the period.

Same Theatre Analysis
Cineplex reviews and reports same theatre metrics relating to box office revenues, theatre food service revenues, theatre rent expense and theatre payroll expense, as these measures are widely used in the theatre exhibition industry as well as other retail industries.

Same theatre metrics are calculated by removing the results for all theatres that have been opened, acquired, closed or otherwise disposed of subsequent to the start of the prior year comparative period. For the three months ended December 31, 2019 the impact of the 3 locations that have been opened or acquired and 2 locations that have been closed have been excluded, resulting in 161 theatres being included in the same theatre metrics. For the year ended December 31, 2019 the impact of the 3 locations that have been opened or acquired and the 4 locations that have been closed have been excluded, resulting in 161 theatres being included in the same theatre metrics.

Cost of sales percentages
Cineplex reviews and reports cost of sales percentages for its two largest revenue sources, box office revenues and food service revenues as these measures are widely used in the theatre exhibition industry. These measures are reported as film cost percentage and concession cost percentage, respectively, and are calculated as follows:

Film cost percentage: Calculated as total film cost expense divided by total box office revenues for the period.

Theatre concession cost percentage: Calculated as total theatre food service costs divided by total theatre food service revenues for the period.

LBE food cost percentage: Calculated as total LBE food costs divided by total LBE food service revenues for the period.

Non-cash rent
Calculated as the total amortization of tenant inducements, rent averaging liabilities, density rights and fair-value lease contract liabilities. This accounting treatment was applicable under IAS 17 in 2018 but not applicable under IFRS 16 in 2019 and onwards.

Certain information included in this news release contains forward-looking statements within the meaning of applicable securities laws.  These forward-looking statements include, among others, statements with respect to Cineplex's objectives, goals and strategies to achieve those objectives and goals, as well as statements with respect to Cineplex's beliefs, plans, objectives, expectations, anticipations, estimates and intentions.  The words "may", "will", "could", "should", "would", "suspect", "outlook", "believe", "plan", "anticipate", "estimate", "expect", "intend", "forecast", "objective" and "continue" (or the negative thereof), and words and expressions of similar import, are intended to identify forward-looking statements.

By their very nature, forward-looking statements involve inherent risks and uncertainties, including those described in Cineplex's Annual Information Form ("AIF"), Cineplex's management's discussion and analysis ("MD&A") and in this news release.  Those risks and uncertainties, both general and specific, give rise to the possibility that predictions, forecasts, projections and other forward-looking statements will not be achieved. Certain material factors or assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements. Cineplex cautions readers not to place undue reliance on these statements, as a number of important factors, many of which are beyond Cineplex's control, could cause actual results to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited to, risks generally encountered in the relevant industry, competition, customer, legal, taxation and accounting matters.

The foregoing list of factors that may affect future results is not exhaustive. When reviewing Cineplex's forward-looking statements, readers should carefully consider the foregoing factors and other uncertainties and potential events. Additional information about factors that may cause actual results to differ materially from expectations and about material factors or assumptions applied in making forward-looking statements may be found in the "Risks and Uncertainties" section of Cineplex's MD&A.

Cineplex does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable Canadian securities law. Additionally, we undertake no obligation to comment on analyses, expectations or statements made by third parties in respect of Cineplex, its financial or operating results or its securities. All forward-looking statements in this news release are made as of the date hereof and are qualified by these cautionary statements. Additional information, including Cineplex's AIF and MD&A, can be found on SEDAR at www.sedar.com.

About Cineplex

Cineplex (TSX:CGX) is a top-tier Canadian brand that operates in the Film Entertainment and Content, Amusement and Leisure, and Media sectors. A leading entertainment and media company, Cineplex welcomes over 70 million guests annually through its circuit of theatres and location based entertainment venues across the country. In addition to being Canada's largest and most innovative film exhibitor, Cineplex also operates successful businesses in digital commerce (CineplexStore.com), food service, alternative programming (Cineplex Events), cinema media (Cineplex Media), digital place-based media (Cineplex Digital Media), amusement solutions (Player One Amusement Group) and an online esports platform for competitive and passionate gamers (WorldGaming Network). Additionally, Cineplex operates location based entertainment complexes specially designed for teens and families (Playdium) as well as Canada's favourite destination for 'Eats & Entertainment' (The Rec Room). Cineplex is a joint venture partner in SCENE, Canada's largest entertainment loyalty program.

Proudly recognized as having one of the country's Most Admired Corporate Cultures, Cineplex employs approximately 13,000 people in its offices across Canada and the United States. To learn more visit Cineplex.com or download the Cineplex App.

You are cordially invited to participate in a conference call with the management of Cineplex (TSX: CGX) to review our fourth quarter and year-end results. Ellis Jacob, President and Chief Executive Officer and Gord Nelson, Chief Financial Officer, will host the call scheduled for:

Wednesday February 12, 2020
10:00 am Eastern Time

In order to participate in the conference call please dial 647-484-0477, or from outside Toronto and from the U.S., dial 1-800-458-4121 at least five to ten minutes prior to 10:00am ET. Please quote the conference confirmation code 2521681 to access the call.

If you cannot participate in a live mode, a replay will be available. Please dial 647-436-0148, or from outside Toronto and from the U.S., dial 1-888-203-1112. The replay passcode is 2521681.

The replay will begin at 1:00pm ET on Wednesday February 12, 2020 and end at 1:00pm ET on Wednesday February 19, 2020.

Note that media will be participating in listen-only mode.                                                             

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SOURCE Cineplex