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AGM 2021

Nov 9, 2021

Gary Weiss
Chairman, Ardent Leisure

Thank you. Good morning, everyone, and welcome to the annual general meeting of Ardent Leisure Group Limited. My name is Gary Weiss, and I am the Chairman of Ardent Leisure. As with many companies this year, we have decided to conduct Ardent's annual general meeting in a virtual format due to the pandemic and ongoing restrictions around travel and physical gatherings and to ensure the safety of all persons attending the meeting. Before I formally open the meeting, I will outline some procedural matters for conducting today's meeting. If you experience any technical issues during the meeting, we have published a virtual meeting guide on our website, which includes details on how to seek assistance if you experience any difficulties. A recording of today's meeting will be available on our website later this afternoon. Shareholders will have the opportunity to ask questions in this virtual meeting format.

If you are a shareholder or proxy, attorney or representative of a shareholder and wish to ask a question about an item of business, please click the icon Ask a Question on your screen, select the item of business your question relates to, and then click Submit Question once you have typed your question. If you have questions already prepared, please submit them now on the platform so that we can answer as many questions as possible when we come to the relevant agenda item. You do not need to wait until the relevant item of business. Any questions of a general nature not relating specifically to an item of business will be answered at the end of the meeting. I now confirm that a quorum is present, and I declare the meeting open.

It is my pleasure to introduce you to the members of the Ardent Leisure board in attendance today. David Haslingden joins me online in Sydney. Also joining us online from the United States are Brad Richmond and Randy Garfield. I would also like to welcome members of our executive team. Online from the United States are Darin Harper, Group Chief Financial Officer, and Chris Morris, Chief Executive Officer of Main Event Entertainment. Also joining us from the Gold Coast is Greg Yong, Chief Executive Officer of our Theme Parks and Attractions business. The group's auditor, Ernst & Young, represented by John Robinson, is also in attendance online today and is available to answer questions in relation to the auditor's report. The format for today's meeting will be as follows.

I will start by providing some opening remarks regarding the activities and performance of the group for the year, and will then hand over to Chris and Greg, respectively, to provide more detailed updates on each of the Main Event and Theme Parks and Attractions businesses. We will then move to the formal business of the meeting, which includes resolutions adopting the remuneration report, re-electing Brad Richmond as a director, and renewing the proportional takeover provisions in the company's constitution. All resolutions to be put to the meeting today will be decided by way of poll. Shareholders attending the meeting online will be able to cast their vote using the electronic voting card received when your online registration is validated. Further information and assistance with online voting can be found in the virtual meeting guide available on the group's website.

During the year, Ardent, along with other businesses exposed to the broader travel, leisure, tourism, and entertainment sectors, continued to be adversely impacted by the COVID-19 pandemic. Despite the enormous challenges and disruptions presented by the pandemic throughout the year, we were pleased to report some improvement in our statutory results, with a net loss after tax of AUD 86.9 million compared to a loss of AUD 136.1 million in the prior year. Although our group revenue from operations of AUD 390.7 million was down AUD 7.6 million on the prior year, EBITDA, excluding specific items of AUD 30.6 million, was up AUD 24.9 million on the prior year, driven primarily by a recovery in our U.S. Main Event business in the latter part of the year.

Main Event revenue increased $34.1 million, and EBITDA, excluding specific items, improved by $22.9 million compared to the prior year. The start of the FY 2021 financial year saw 38 of our 43 Main Event centers reopened, albeit with some restrictions in place, as well as the opening of a new center at Wesley Chapel in Tampa, Florida. Momentum was starting to build, and the business was recovering steadily until the onset of the second wave of the pandemic in the United States in November 2020. This forced the closure again of five sites for several weeks, with operations at several other sites also impacted by local restrictions. As the second wave waned and an accelerated vaccination program rolled out in the U.S., we have seen a significant recovery in the U.S. business, particularly in the period since March 2021.

This includes an increase in constant center revenues to levels which have been exceeding FY 2019 pre-COVID levels. As mentioned, in July 2020, we saw the opening of a new center at Wesley Chapel in Tampa, Florida, now one of our highest revenue-generating units. By the end of June 2021, all 44 centers were open for trading. We also have seen a resumption of our development pipeline, which had been temporarily paused at the onset of the pandemic. In September 2021, the business opened a further new site at Chesterfield, Missouri, and this site has pleasingly produced a very strong performance in its first two months of trading. Overall, the U.S. business is trading strongly, and Main Event is now well-positioned from both the capital and liquidity perspective.

Our partnership with RedBird Capital Partners, who invested $80 million into the business in June 2020, remains on an excellent footing, and the recent strong performance of Main Event has reinforced our mutual confidence in the future potential of the business. In our Australian Theme Parks and Attractions business, recovery continues to be challenged by ongoing international and domestic border restrictions and snap lockdowns, many of which have occurred leading into and during our critical school holiday trading periods. The unpredictability of these restrictions, unfortunately, brought a premature end to the Christmas and Easter school holidays, which are typically the most material trading periods for the business.

As a result, revenue for the division decreased from AUD 36 million to AUD 18.5 million, and the business incurred an EBITDA loss, excluding specific items, of AUD 10.3 million compared to a loss of AUD 7.7 million in the prior year. Despite these challenges, the business has responded well with initiatives to maximize volume within the local drive market, including pricing activation strategies, which have helped deliver strong annual pass sales and renewals and positive guest sentiment. With the ongoing focus on vaccinations and government plans to open up Australia when stated vaccination thresholds are attained, we remain optimistic that this business will benefit from similar pent-up demand as recently seen in the sector in the United States.

The launch of the new world-class Steel Taipan roller coaster, scheduled for December 2021, is also gathering much interest and excitement, and we believe this will help drive visitation to Dreamworld when conditions improve. At the group level, we continue to carefully manage corporate costs, and in FY 2021, these were held broadly in line with the prior year. The group's cash preservation strategies remained very much in focus during the pandemic. At Main Event, our net leverage ratio in June 2021 was well below the covenant levels required by our U.S. lenders. This achievement reflects strong liquidity in the U.S. business and management's disciplined approach in controlling operating costs and capital expenditure to mitigate the impact of COVID-19 on the overall group's performance and cash flows.

Our absolute priority in both businesses continues to be on ensuring the health and safety of our guests and team members, and we have robust safety protocols and COVID safe plans in place to ensure this. Ardent is extremely fortunate to have highly experienced and dedicated leadership in place at both of its businesses. In the U.S., the Main Event team, headed by Chris Morris and Darin Harper, has been inspirational and have executed to the highest standards. In Australia, Greg Yong and his team have led by example during these most difficult times and have continued to drive excellent execution throughout. Prior to being appointed CEO of the Theme Parks and Attractions business, Greg had been Chief Operating Officer of the business for over two years, working alongside our previous Chief Executive, John Osborne.

Greg brings a wealth of experience in the Theme Park industry, both in Australia and overseas, and has assembled a great team. I'm also pleased to announce today that former Walt Disney Senior Executive, Erin Wallace, will join the Ardent Leisure board as an Independent Non-Executive Director on the 1st January, 2022. There are a few senior executives with the experience and expertise that Erin has in the leisure and out-of-home experiential sectors, and her appointment comes at a time when both of Ardent's businesses are gaining momentum and the recovery from the impacts of the COVID-19 pandemic. I refer you to the separate announcement released to the ASX this morning. In conclusion, while we expect uncertainty from the pandemic and associated restrictions to continue for the remainder of this financial year, we remain confident that Ardent is well-positioned for future growth once market conditions begin to improve.

Recovery is well underway in our U.S. business, and we believe that recovery in our Australian operations should follow suit in due course. The board believes that there exists considerable scope to rebuild shareholder value over the medium term. On behalf of my board colleagues, I would like to thank Chris, Darin, Greg, and indeed all our team members for their hard work, dedication, and resilience this year. It is now my pleasure to invite Chris Morris to provide an update on Main Event. Chris will then be followed by Greg Yong, who will provide an update on our Theme Parks and Attractions business.

Chris Morris
CEO, Main Event Entertainment

All right. Thank you, Gary. Good morning, everyone. It's a pleasure to be here with you today. We are very optimistic about where our business is going and believe our current performance is a testament to all the great work being done throughout all areas of the company and all over the country by our passionate and driven team members. We are blessed to be surrounded by a world-class team of individuals committed to fulfilling our mission each and every single day. From a top-line perspective, there continues to be strong momentum in the business. Constant center revenues continue to be significantly ahead of fiscal 2019 pre-COVID levels, with constant center revenues exceeding 2019 by 31.7% and 23% for Q1 fiscal 2022 and the October period of our fiscal 2022 year respectively.

It's worth noting that October revenue was negatively impacted by Halloween mismatch, whereby the holiday fell on a Saturday this year versus a Thursday in 2019. Excluding this impact, October constant center revenue grew by approximately 26.1% over 2019. The event side of the business continues to be more challenging, given so many companies continue to stay away from large group gatherings. Similar to last year at this time, we are now moving into the time of year where event sales are typically the highest. Consequently, we are expecting increasing headwinds between now and the end of the calendar year as we lap this traditionally high seasonal period of time for event sales. Strong revenue performance, a passionate workforce, and a focused management team continue to drive record-breaking EBITDA performance. LTM EBITDA, excluding specific items through October 2021, was approximately $ 72 million.

As a side note, September is our lowest seasonal period and typically it's a negative EBITDA period of time. This year we generated over $2 million in EBITDA for the first time in the history of the company. Again, speaking to the incredible strength of our business. As of October 2021, the cash balance of the U.S. business was approximately $65 million. Together with the $25 million undrawn revolving credit facility, this provides the U.S. business with approximately $90 million of total liquidity. This is approximately $8 million lower than our last reporting, due to construction of four new units and October being one of our lower seasonal periods of time. Moving forward, we will continue our focus on long-term strategies to drive growth.

In keeping with our unwavering commitment to the guest experience, we recently rolled out an enhanced service model we labeled Every Guest, Every Time. The Every Guest, Every Time model provides our team members with the training and tools necessary to better execute food and beverage sales in both our dining room and bowling lanes. We are very proud of the work being done by field teams all over the country, and the focus on genuine hospitality in our centers every shift, every time. I'm particularly proud to say our guest experience metrics have consistently been at historical highs throughout the pandemic and now the recovery, despite the many operating challenges associated with these unusual times. We continue to make meaningful progress on technology, culinary and entertainment initiatives, and are on track to bring to market various components of these initiatives over the next several quarters.

Based on the performance of our business, our confidence in our long-term strategic direction, and a successful track record of generating strong returns and new center openings, we continue to be bullish with respect to growing our unit base. We are on track to open four new units by the end of this fiscal year. This includes the recently opened new unit in Chesterfield, Missouri, a suburb of St. Louis, which has consistently outperformed projections since opening in September 2021. We expect to open between six to eight new centers in fiscal 2023 and between eight to 10 new centers in fiscal 2024 and beyond. In summary, we are pleased with the performance of our business and continue to believe we are well positioned to continue to grow and further solidify our leadership position.

We have an incredibly strong and resilient brand with plenty of white space to grow for many years to come. We are well capitalized from a liquidity and capital perspective, and will leverage this capital position to drive our new center growth strategy during this year and beyond. With that, I will turn it over to Greg.

Greg Yong
CEO of Theme Parks and Attractions, Ardent Leisure

Thanks, Chris, and good morning to everyone listening today. At the full year results presentation, we foreshadowed that the first half of FY 2022 would continue to see challenging trading conditions. That's certainly been the case, with the Queensland border remaining closed to our key interstate markets and ongoing restrictions impacting on our interstate business as well. We're not alone in this situation, with various tourism bodies reporting pervasive challenges such as extremely poor aviation volumes, accommodation occupancies, and poor leisure spending. Despite this, we have seen some promising signs that the work we've been doing to think deeply about our guests, the resultant deployment of innovative new tactical initiatives, along with the ongoing continuous improvement of the core offer, is proving to be very compelling, and I'll talk a bit more about this shortly.

We continue to focus on improving all aspects of the business with safety clearly and always at the top of that list. The next area of emphasis is about executing well on the basics of our business, and this is firmly centered on analyzing and improving the guest experience. To that end, we have seen improvement in attraction availability, and we expect to return to a near full fleet of attractions operating for the upcoming Christmas holidays. The implementation of a calendar of events that again are based around our very detailed analysis of what guests are looking for, has also allowed us to test enhancements to our culinary program, which we believe is absolutely essential to a great time in our properties.

I'm very pleased to say that this work is showing promising early trends with the F&B per cap over Spring County Fair being up more than 20% on the year prior. Our vision is to make sure that technology primarily helps to reduce friction points and further is accretive to our ongoing commercial performance. For example, we are seeing more people adopt digital passes as opposed to hard cards, and the number of F&B orders processed by our online portal in peak times is moving in the right direction and is starting to make up a meaningful portion of our total transactions. The conflation of these examples is a more seamless pass redemption and admissions experience, and the ability to order lunch, for example, while in line at your favorite ride or while waiting for the target presentation to start.

They're also commercially beneficial as we see reduced labor and consumable costs needed to produce and process passes at our gates. Our online F&B transaction values are proving to be significantly higher than our traditional counter orders. Lastly, our efforts to sustain the cost-based changes we have already achieved are front of mind. While most of these efficiency gains are now business as usual, we are focused on maintaining a culture of responsible decision-making for all of our stakeholders. Importantly, this also means making sure that we don't take any short-term decisions that could impede the recovery when restrictions ease. Turning to slide 10, I'd like to discuss some of the green shoots I've just been alluding to.

WhiteWater World reopened for the September holidays after our first-ever seasonal closure, and we immediately saw very strong visitation, as you can see from the picture of our recently refurbished Cave of Waves. As an aside, we recently received our first unannounced and completely independent Ellis & Associates lifeguarding audit and scored the highest possible score that can be achieved. The water park is in incredible shape, and this recent result demonstrates the commitment and the professionalism of what I think is Australia's best aquatics management team. In our last update, I also mentioned that we had just announced our inaugural Spring County Fair event for Dreamworld. I'm happy to report that this was an absolutely resounding success. The aggregate guest feedback scores for the event were 8.9 out of 10, and clearly that meant fantastic NPS scores for the period.

We think this was a key driver of a very successful September and October school holiday period, which saw some very strong attendance days. For example, Monday the 4th October was our strongest September holiday period in three years. That is particularly meaningful, given we only really had the Gold Coast and the Brisbane markets available to us at this time. Our plan to bring immersive and differentiated events to market is bearing fruit with a calendar that now features our very successful Winterfest, our new, and I'm pleased to say, ongoing Spring County Fair, and our beautiful family Happy Halloween event. Happy Halloween has obviously recently finished and was a tremendous success. In fact, we saw record bookings night on night and the highest cumulative attendance for the event since its inception. Once again, purely out of only the local markets.

On slide 11, we discuss SkyPoint, which has largely faced the same challenges as Dreamworld, and at times these have been exacerbated where density restrictions have required us to limit capacities in the venue. We are running a dynamic event calendar to keep the venue fresh for locals, with the most recent being AZUL, a world-class dinner and show experience 77 stories high, something I don't think you can do in many other places on Earth. We are obviously just as eagerly looking forward to the return of interstate visitors at SkyPoint as we are for the rest of the business. Turning to slide 12 and an update on Steel Taipan. Since our last update, we have seen some great progress with the attraction. The construction program has reached practical completion.

The trains have had their first runs around the track, and the attraction has now been commissioned for handover to Dreamworld by the MACK Rides team. Our marketing program has commenced, and while we have much more to come in the lead-up to opening, we've seen some very promising early results. The videos for our first run, first point of view, and first point of view for the tail whip spinning seats have seen over a million views on social media and some very exciting comments from people right across the country and internationally. Steel Taipan is clearly a game changer for Dreamworld, and moreover, we are very proud to be bringing what is, what we think, the most significant piece of tourism infrastructure to Southeast Queensland since the pandemic begun.

I know in my discussions with many other Gold Coast businesses, they have a very optimistic view on this attraction and its propensity to drive visitors to our destination more broadly. In closing, and on slide 13, clearly restrictions have made for a tough first half, and even as we speak today, most of you on this call cannot come to the Gold Coast even if you wanted to. However, the vaccination program is in a materially different position to when we spoke last in August, and governments have now made it very clear that restrictions will be eased and borders will be opened just in time for Christmas. We have seen some very good indications that the initiatives that we are deploying are what our guests want.

Obviously, we look at this anecdotally, but this is also backed by some quantitative measures, be it NPS, event bookings, or F&B per capita spends. The examples I've shared today about Spring County Fair and Happy Halloween clearly support this notion. We believe should these conditions be in our favor, mainly that the borders are opened, restrictions are minimal, and we have favorable weather, that there is sufficient pent-up demand in the market. With the opening of Steel Taipan, event activity associated with Dreamworld's 14th birthday celebrations, and a few other additional attendance-driving initiatives that are yet to be announced, the business is well-positioned to experience a strong late December and January holiday periods. I'd like to say my personal thanks to the entire Theme Parks and Attractions team for their ongoing commitment and dedication. I'll now hand the call back to Gary to conduct the formal meeting.

Gary Weiss
Chairman, Ardent Leisure

Thank you both, Chris and Greg. We will now move to the formal business of the meeting. The resolutions for consideration today may only be voted on by shareholders, proxy holders, and shareholder company representatives. I propose to call a poll on each of the resolutions. As a reminder, shareholders online via the virtual meeting website have the opportunity to ask questions on each matter being put to the meeting. If you have questions already prepared, please go ahead and submit them now. First item of ordinary business is to receive the directors' report, auditors' report and financial statements of the company for the year ended 29 June 2021. The remuneration report will be put to a vote for adoption separately. Operator, have we received any questions on the telephone lines in relation to the directors' report or financial statements?

Operator

There are no questions at this time. Thank you.

Gary Weiss
Chairman, Ardent Leisure

Thank you. Are there any further questions on the telephone lines in relation to the report?

Operator

There are no questions at this time. Thank you .

Gary Weiss
Chairman, Ardent Leisure

Finally, have we received any online questions in relation to the directors' report or financial statements?

Chris Morris
CEO, Main Event Entertainment

No, Gary.

Gary Weiss
Chairman, Ardent Leisure

Okay. Are there any further online questions in relation to the reports?

Chris Morris
CEO, Main Event Entertainment

No.

Gary Weiss
Chairman, Ardent Leisure

Okay. We'll now move to Resolution 1. The directors' report contains a separate remuneration report, and this report is on the notice of meeting for adoption as Resolution 1. The remuneration report to 29 June 2021 is included in the annual report and has been made available to shareholders. Investors should note that the vote in relation to the adoption of the remuneration report is not binding on the company or the directors.

I move that the remuneration report for the year ended 29 June 2021 be received, considered and adopted. For the purposes of the Corporations Act, the company will disregard any undirected proxy votes cast on Resolution 1 by any key management personnel and any closely related party of such personnel. However, the company need not disregard a vote if it is cast by a person acting as a proxy in accordance with the directions on the proxy form and the vote is not cast by any of the key management personnel or their associates. The proxy results received for this resolution are on the screen. Before taking any questions, I would like to just make a comment before we move to questioning.

Just want to record that from both a personal and corporate standpoint, I would like to express my disappointment with respect to the proxy votes that have been lodged against the remuneration report. I note that the total proxy votes against this resolution represent only 15.7% of Ardent's issued capital. As Chairman of Ardent Leisure for over four years, and with my associates, a significant shareholder holding close to 10% of Ardent's capital, an approximate AUD 80 million investment in Ardent, it is, in my view, unfortunate that such a position has been taken by those shareholders who have voted against this resolution, some of whom may have been influenced in their voting by recommendations from proxy advisors or representatives who, unlike my group, have no skin in the game.

Together with my board colleagues, I have been personally instrumental in assembling the current senior management teams for both businesses and putting in place the remuneration and incentive frameworks that have driven those executives to achieve extraordinary outcomes during these unprecedented times. I also note that in relation to our U.S. Main Event business, the remuneration framework and outcomes for the year were decisions made in conjunction with and fully supported by our investment partner, RedBird Capital Partners. I remind shareholders that the same executives at Main Event, whose short-term incentives for FY 2021 have been opposed by some, are those responsible for delivering the recent strong performance of the business against prior periods and outperformance against many of our competitors.

The Ardent board reiterates its full support for the group's overall remuneration framework, the remuneration decisions made in the past year to acknowledge the outstanding contribution of our leadership teams during these extremely challenging times, and the skills and capability of the management teams in both of our businesses to drive value in the coming year and beyond for the benefit of all shareholders. Operator, have we received any questions on the telephone lines in relation to the remuneration report?

Operator

There are no phone questions at this time. Thank you.

Gary Weiss
Chairman, Ardent Leisure

Chris, have we received any online questions in relation to this report?

Chris Morris
CEO, Main Event Entertainment

No, Gary. No.

Gary Weiss
Chairman, Ardent Leisure

Okay. Thank you. I'll now move to the next item of business. Resolution 2 on the notice of meeting is to elect Brad Richmond as a director of the company.

Details in relation to Brad's background, experience and qualifications have been provided in the notice of meeting. The proxy results for this resolution are on the screen. Operator, have we received any questions on the telephone lines in relation to the re-election of Brad?

Operator

There are no phone questions at this time. Thank you.

Gary Weiss
Chairman, Ardent Leisure

Have we received any online questions in relation to the re-election of Brad?

Chris Morris
CEO, Main Event Entertainment

No, Gary.

Gary Weiss
Chairman, Ardent Leisure

Okay. I will now move to the next item of business. The final resolution for today's meetings is that the proportional takeover provision in Rule 14 of the company's constitution be renewed for a period of three years, commencing from the date of this annual general meeting. The proxy results for this resolution are on the screen.

Have we received any questions on the telephone lines in relation to the renewal of the proportional takeover provisions?

Operator

There are no phone questions at this time. Thank you.

Gary Weiss
Chairman, Ardent Leisure

Are there any online questions in relation to the renewal of these provisions?

Chris Morris
CEO, Main Event Entertainment

No, Gary, none.

Gary Weiss
Chairman, Ardent Leisure

Okay, thank you. Before closing the meeting, I will take any questions of a general nature which have not been specifically addressed as part of the preceding items of business. Operator, have we received any questions from any shareholder?

Operator

No shareholder questions at this time. Thank you.

Gary Weiss
Chairman, Ardent Leisure

Thank you. In relation to online questions, we have received a question from a shareholder. I will read the question. The question is, "My question is, to what timeframe will dividends start to be credited to shareholders?

It's good to see the share price has started an upwards trend. Also, when will the park forecast it to hold new attractions? As I'm sure with all shareholders, they would agree that family and providing a place to build new memories is what we do best, and new attractions will very much assist in carrying on that tradition. In essence, there are two questions. I'll deal with the first one. Clearly, the board would be delighted to be able to reinstate some form of distribution to shareholders in due course, as and when the financial position of the group enables us to do that.

We self-evidently from the material that we've lodged publicly over the last 18 months, we are emerging from a one in a 100-year pandemic, which has clearly had a material impact on our business. As has already been pointed out, we do see good momentum in both businesses and so hopefully that will in due course enable the board to consider the question of shareholder distributions at an appropriate time. In relation to new attractions, I imagine in relation to the Dreamworld, again, as has already been discussed, we're on the verge of opening our new world-class Steel Taipan roller coaster, rated as one of the top 10 in the world with some features that will have a world first.

We believe it will be an excellent attraction and will drive considerable traffic to the park. We see this as the first of reinvestment back into the park to continue to provide a range of rides, attractions and other activities to recover the attendances that have been lost over the last few years. Some very encouraging signs, as you've already heard from Greg, and we will look to build on the momentum that's been created as we come out of the pandemic. Are there any other questions?

Chris Morris
CEO, Main Event Entertainment

No.

Gary Weiss
Chairman, Ardent Leisure

All right. There are no other questions. This now concludes the formal business of the meeting. Shareholders are reminded that they can submit their votes online until five minutes after the meeting closes. The results of the polls will be announced to the ASX later today.

On behalf of the board, I'd like to thank you for your support. I now declare the meeting closed. Thank you.

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