Cineplex Inc. (CGX.TO) Earnings Call Transcript & Summary

Good morning or good afternoon, all, and welcome to today's Cineplex Investor call. My name is Adam, and I'll be your operator today. [Operator Instructions] I will now hand the floor to Rayhan Azmat to begin. So please go ahead when you're ready.

Good morning, everyone, and thank you for joining us this morning. I'm Rayhan Azmat, Vice President, Investor Relations, Corporate Development and Financial Planning and Analysis. Joining me today are Ellis Jacob, our President and Chief Executive Officer; and Gord Nelson, our Chief Financial Officer. I'll remind you that certain statements being made are forward-looking and subject to various risks and uncertainties. Such forward-looking statements are based on management's beliefs and assumptions regarding the information currently available. Actual results may differ materially from those expressed in forward-looking statements. Information regarding factors that could cause results to vary can be found in the company's most recently filed annual information form and management discussion and analysis. Following today's remarks, we will close the call with our customary question-and-answer period. I will now turn the call over to Ellis Jacob.

Thank you, Rayhan. Good morning, everyone, and thank you for joining us today. We want to share with you today that we have entered into a definitive agreement to sell our digital place-based media business, Cineplex Digital Media, to Creative Realities, Inc., a U.S.-based digital solutions business for a total cash purchase price of $70 million, subject to customary adjustments. This transaction unlocks meaningful value for our shareholders. It strengthens our balance sheet and provides capital flexibility for share buybacks, debt reduction and other corporate priorities. Importantly, Cineplex Media will continue as the exclusive advertising sales agent for all CDM-operated digital out-of-home networks across Canada, ensuring continuity and value in our Media business. The mall network is comprised of over 750 screens in over 95 shopping destinations, including 9 out of the 10 busiest malls in Canada. This transaction also ensures the existing CDM client base will be supported by an organization with the scale and infrastructure necessary to provide continued innovation and growth. Over the past 16 years, we have proudly grown CDM into an industry-leading and award-winning digital solutions company. CDM built a powerful, scalable technology platform, robust data tracking and targeting capabilities as well as award-winning creative services and content solutions for its clients across a variety of industries, including malls, real estate, retail, financial services and quick service restaurants. I also want to acknowledge and thank the CDM team for their efforts in building this business into what it has become today. We said we would remain open to a strategic opportunity to sell and with the strength of CRI's offer, we knew it was the right time to take advantage of this opportunity. We expect the transaction to close in the coming weeks, pending regulatory approvals and we will announce when the transaction is closed. I will now pass the call over to Gord.

Thanks, Ellis. I'll provide a brief financial perspective on the sale of CDM, focusing on transaction economics, accounting matters and use of proceeds. With respect to the transaction economics, the gross purchase price reflects an approximate 10x multiple on 2025 estimated earnings. And as such, we view this as extremely accretive. In our Q3 filing, the current and historic results of CDM will be classified as discontinued operations and its balance sheet will be summarized and grouped under the held-for-sale caption. You should also expect the customary schedules and reconciliations within our operating segment notes to support clean period-over-period modeling. As a reminder, Cineplex Media will remain the exclusive advertising sales agent for CDM-operated digital out-of-home networks across Canada. Prior to this transaction, the Cinema Media revenue line included an internal commission on Media sales to the CDM business. This will continue post transaction at the same commission rates. Our capital allocation priorities remain disciplined. We are focused on achieving our target leverage ratio range of 2.5 to 3x, but also being opportunistic with respect to shareholder returns under the recently extended NCIB. As we think of these priorities, we also need to turn to the constructs within our debt agreements as it relates to permitted use of funds and the call provisions of our debt. As I speak today, we need to consider that from a debt repayment perspective, we are not yet at our first call date of January 31, 2026. In addition, we need to consider that as of today, under various indenture basket tests, we currently have limits of approximately $18.5 million for other distributions, which would include share buybacks. As such, when we think about the use of these net proceeds, our plan would be to allocate up to $18.5 million for opportunistic share repurchases and the remainder to be held until we hit the call date of January 31, 2026, at which time we will consider calling a component of the debt, reducing our converts, pursuing additional share buybacks, subject to indenture limits, and/or using funds for general corporate purposes. As always, today's comments include forward-looking information and are subject to customary risks and assumptions. We'll keep you updated as we execute and move towards our closing date. With that, we'll now open up the floor to questions.

[Operator Instructions] Our first question comes from Adam Shine at National Bank Financial.

Congratulations on the transaction. So just to confirm, Gord, $7 million of adjusted EBITDA for the 10x...

Yes, 2025 forecast.

Just take us a step back, Ellis, and maybe you can elaborate on when you initiated the process, how the process ultimately unfolded?

As we said in the past, Adam, we've always been looking at opportunities, and in this case it was a situation where it's a B2B business. And we decided, given the offer, that it was a good opportunity to get the cash and look at other ways to invest the money.

And Adam, these things obviously don't happen overnight. So it's been months of planning and the process, yes.

Okay. But just to be clear, did the buyer approach you? Or this was part of a process that you had initiated? Okay. Okay. Sorry -- just on the call date, the call -- the first call date, just to clarify, is January 31 next year, right?

Correct. Correct.

Okay. Okay. Lastly, just very quickly, are there any operating leases related to this business, anything else we should be thinking about?

And you're talking about from an accounting perspective, like the modeling?

Yes.

So yes, the only thing I would say to you is that in my comment on the balance sheet and that we will group everything into the kind of the properties held-for-sale basket, is there are certain right-of-use assets and a corresponding right-of-use liability, which will obviously -- are part of the CDM entity, which will go with that entity. But not significant, Adam, in the whole scheme of things.

Congrats again.

The next question comes from Derek Lessard from TD Cowen.

Echo the congratulations. The 10x multiple is a pleasant surprise, I think, for most. That said, I guess there are some other media businesses out there that have transacted a little bit higher and are trading higher on a public basis. Just curious, any line of sight as to why you would have not commanded a higher multiple? Again, just in the context that 10x was higher than I was modeling anyways.

Yes. So Derek, first of all, there's no real kind of public company comp for the businesses that CDM operates in. It's a twofold business. There's an advertising sales component, so when you think about media advertising revenue. Some of the comps that you just kind of mentioned are more in that peer set, so higher multiples typically because they're low CapEx deployed. Then roughly 1/3 of our business comes from sort of hardware sales. And so when you're kind of into a hardware, low-margin type of business, there's typically a lower multiple associated with that type of business. So when you look at it on a blend basis, you're getting sort of the higher multiple related to the media side of it and the lower multiple related to the -- more of the hardware and service side of that thing, which kind of blends in and gets us to what we believe is a very accretive multiple of 10x.

Okay, Gord. That makes sense and it is fair. And my last one is just curious if this was part of any larger strategic review?

It -- basically, as we said previously, which I mentioned to Adam, is when there are opportunities like this, we are looking at the overall balance sheet, and where the company stands, and this was our last B2B business. So it made sense at the current multiples to look at taking the cash and strengthening the balance sheet.

Okay. And then maybe just one last one for me. And I think you did answer part of it with Adam's question, but I was curious on the process. I know you guys are a very disciplined team. But curious if you were -- if you were feeling any outside pressure?

We've always been engaged in discussion. And I think if you've heard our commentary for probably the last year or 2 years, we've made specific commentaries about this business. And so you'd expect that we would be engaged in some form of discussions with participants in the space. And as Ellis said, we were looking to be opportunistic where we could drive value, where we could build the business to a position where we thought there's a real opportunity and value creation for shareholders, and that's the point that we got to today.

Congrats again.

The next question comes from Maher Yaghi from Scotiabank.

Yes. Great. I'm not surprised by the transaction in and of itself, as you mentioned, Gord. And Ellis, you've been dropping hints that this is something you might entertain. I guess the market surprised a little bit by the multiple you were able to get. I guess the following question after that is, where do you think the capital markets -- the public capital market might be mispricing other assets that you own that could be -- that could deliver higher multiples in a private transaction?

So Maher, that's a little bit forward and kind of speculative thinking. I think we would probably shy away from commenting on that. We did have discussed this business and particularly. And so that's really the only one we'd be prepared to make any comment on today.

Okay. Maybe I'll ask it in a different way. I guess -- I know you have your balance sheet that you have to consider when it comes to leverage and payments and upcoming payments on your debt. But you -- how much do you see the stock here as enough undervalued in your view that you would be more opportunistic in buying back stock today than you did maybe a year or 2 ago. Are you...

Yes so -- sorry. So Maher, I -- look, we're committed to delivering value to our shareholders, of which we extended the NCIB because we believe that there's opportunity to provide value to our shareholders through share buybacks. I provided some commentary today about some of the kind of constraints or the restrictions within the existing debt facilities, which we need to be mindful of as we execute forward. So we gave the amount of about $18.5 million, which is -- as of today, is the constraints within the existing agreement about how much we can do for share buybacks. We did say in our commentary that we would look to be opportunistic up to that full amount as we look forward.

And we feel the transaction is strong.

Sorry, can you say that again, Ellis, sorry?

No, I said we feel this transaction is strong for us in improving our balance sheet and our position as we move forward.

Right. Yes. I guess -- so maybe if we look at 2026 and a bit over the horizon here, what is the constraint that is -- that's going to hold you back the most in your view when it comes to buying back more of your stock? Is it just these upcoming decisions that you will be making on debt prepayment? Or it's more strategic in nature depending on what the Board wants to do with the whole business over time?

So Maher, look at what -- and I cautiously use the words as of today in making a lot of my commentary. And so my commentary as of today is that there are constraints and restrictions within our indenture notes as to the maximum amount that we can use towards buying back shares. That's as of today. If we were to do anything and renegotiate anything or do anything else at a future date, then that could potentially open up more opportunity. But as of today, that is the restriction that we have.

[Operator Instructions] The next question comes from Aravinda Galappatthige from Canaccord Genuity.

Congrats. Gord, I was on -- I had a question on the -- trying to remember the terms of the convert. After -- as of January 31, 2026, can you just remind us how much of the convert you could pay down or redeem? What's sort of the limit there? I wasn't able to pull that up quickly.

Sorry, so as of -- so just a reminder to everyone, the converts are convertible at 10/29 and they're not redeemable prior to March 1, 2027.

Okay. Okay. Understood. Sorry, I thought there was a small component between January 31 and the March date, but perhaps I misunderstood that. And then maybe just, Go, to help me with the sort of the quarterly modeling, was there any sort of -- can you just talk to the seasonality of the profitability of -- yes.

Yes, absolutely there. So help all out then. So obviously, the business we morphed over the years into more of a digital place-based advertising business. So with that said, the majority of the profitability occurs in the fourth quarter of the year. And so you'll see it operate -- so the majority of EBITDA and the target amount that I gave you, the majority of that will fall into the fourth quarter. The other 3 quarters will be relatively sort of in the breakeven-ish kind of level.

Okay. Understood. And then the last question, just a clarification on your -- the $18.5 million number that you gave, that's basically the buybacks that you can do on January 31. And beyond that, you have the freedom to basically go up to the full limit of the NCIB. Is that -- did I hear that correctly?

So sorry in that I must again be conscious to state as of today, is there's various sort of cumulative basket tests within the note indentures, which are on kind of a go-forward calculation basis, which potentially opens up more room to do share buybacks as you move along. But as of today, the calculation, the test is that date. So it's a calculation that's going to be performed every quarter, and it may open up more opportunity at a future date.

Nothing further in the queue at present. [Operator Instructions] We have no further questions, so I'll hand the call back to the management team for any closing comments.

Yes. I just want to thank you very much for joining us today, and we look forward to talking to you in November and enjoy the movies, and I hope to see you.

This concludes today's call. Thank you very much for your attendance. You may now disconnect your lines.