SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended:
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ___________
Commission file number
(Exact name of Registrant as specified in its charter)
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State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) |
(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ¨ Accelerated Filer ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of May 14, 2023, there were
READING INTERNATIONAL, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
PART 1 – FINANCIAL INFORMATION
Item 1 - Financial Statements
READING INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands, except share information)
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| March 31, |
| December 31, | ||
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| 2022 | ||
ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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Restricted cash |
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Receivables |
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Inventories |
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Derivative financial instruments - current portion |
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Prepaid and other current assets |
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Total current assets |
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Operating property, net |
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Operating lease right-of-use assets |
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Investment and development property, net |
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Investment in unconsolidated joint ventures |
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Goodwill |
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Intangible assets, net |
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Deferred tax asset, net |
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Other assets |
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Total assets |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current Liabilities: |
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Accounts payable and accrued liabilities |
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Film rent payable |
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Debt - current portion |
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Subordinated debt - current portion |
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Taxes payable - current |
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Deferred revenue |
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Operating lease liabilities - current portion |
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Other current liabilities |
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Total current liabilities |
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Debt - long-term portion |
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Subordinated debt, net |
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Noncurrent tax liabilities |
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Operating lease liabilities - non-current portion |
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Other liabilities |
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Total liabilities |
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Commitments and contingencies (Note 15) |
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Stockholders’ equity: |
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Class A non-voting common shares, par value $ |
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Class B voting common shares, par value $ |
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Nonvoting preferred shares, par value $ |
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or outstanding shares at March 31, 2023 and December 31, 2022 |
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Additional paid-in capital |
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Retained earnings/(deficits) |
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Treasury shares |
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Accumulated other comprehensive income |
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Total Reading International, Inc. stockholders’ equity |
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Noncontrolling interests |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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See accompanying Notes to the Unaudited Consolidated Financial Statements.
READING INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited; U.S. dollars in thousands, except per share data)
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| Three Months Ended | ||||
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| 2023 |
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Revenue |
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Cinema |
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Real estate |
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Total revenue |
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Costs and expenses |
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Cinema |
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Real estate |
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Depreciation and amortization |
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General and administrative |
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Total costs and expenses |
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Operating income (loss) |
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Interest expense, net |
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Other income (expense) |
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Income (loss) before income tax expense and equity earnings of unconsolidated joint ventures |
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Equity earnings of unconsolidated joint ventures |
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Income (loss) before income taxes |
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Income tax benefit (expense) |
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Net income (loss) |
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Less: net income (loss) attributable to noncontrolling interests |
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Net income (loss) attributable to Reading International, Inc. |
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Basic earnings (loss) per share |
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Diluted earnings (loss) per share |
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Weighted average number of shares outstanding–basic |
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Weighted average number of shares outstanding–diluted |
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See accompanying Notes to the Unaudited Consolidated Financial Statements.
READING INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited; U.S. dollars in thousands)
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| Three Months Ended | ||||
| March 31, | ||||
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Net income (loss) | $ | ( |
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Foreign currency translation gain (loss) |
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Gain (loss) on cash flow hedges |
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Other |
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Comprehensive income (loss) |
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Less: net income (loss) attributable to noncontrolling interests |
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Less: comprehensive income (loss) attributable to noncontrolling interests |
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Comprehensive income (loss) | $ | ( |
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See accompanying Notes to the Unaudited Consolidated Financial Statements.
READING INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; U.S. dollars in thousands)
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| Three Months Ended | ||||
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Operating Activities |
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Net income (loss) |
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Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
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Equity earnings of unconsolidated joint ventures |
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(Gain) loss recognized on foreign currency transactions |
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Amortization of operating leases |
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Amortization of finance leases |
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Change in operating lease liabilities |
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Change in net deferred tax assets |
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Depreciation and amortization |
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Other amortization |
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Stock based compensation expense |
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Net changes in operating assets and liabilities: |
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Receivables |
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Prepaid and other assets |
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Payments for accrued pension |
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Accounts payable and accrued expenses |
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Film rent payable |
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Taxes payable |
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Deferred revenue and other liabilities |
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Net cash provided by (used in) operating activities |
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Investing Activities |
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Purchases of and additions to operating and investment properties |
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Contributions to unconsolidated joint ventures |
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Net cash provided by (used in) investing activities |
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Financing Activities |
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Repayment of borrowings |
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Repayment of finance lease principal |
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Capitalized borrowing costs |
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(Cash paid) proceeds from the settlement of employee share transactions |
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Noncontrolling interest distributions |
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Net cash provided by (used in) financing activities |
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Effect of exchange rate on cash and restricted cash |
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Net increase (decrease) in cash and cash equivalents and restricted cash |
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Cash and cash equivalents and restricted cash at the beginning of the period |
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Cash and cash equivalents and restricted cash at the end of the period |
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Cash and cash equivalents and restricted cash consists of: |
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Cash and cash equivalents |
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Restricted cash |
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Supplemental Disclosures |
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Interest paid |
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Income taxes (refunded) paid |
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Non-Cash Transactions |
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Additions to operating and investing properties through accrued expenses |
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See accompanying Notes to the Unaudited Consolidated Financial Statements.
READING INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Our Company
Reading International, Inc., a Nevada corporation (“RDI” and collectively with our consolidated subsidiaries and corporate predecessors, the “Company,” “Reading,” and “we,” “us,” or “our”) was incorporated in 1999. Our businesses, owned and operated through our various subsidiaries, consist primarily of:
the development, ownership, and operation of cinemas in the United States, Australia, and New Zealand; and,
the development, ownership, operation and/or rental of retail, commercial and live venue real estate assets in Australia, New Zealand, and the United States.
Business Segments
Reported below are the operating segments of our Company for which separate financial information is available and evaluated regularly by the Chief Executive Officer, the chief operating decision-maker of our Company. As part of our real estate activities, we hold undeveloped land in urban and suburban centers in the United States and New Zealand.
The table below summarizes the results of operations for each of our business segments for the quarter ended March 31, 2023, and 2022, respectively. Operating expense includes costs associated with the day-to-day operations of the cinemas and the management of rental properties, including our live theatre assets.
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| Three Months Ended | ||||
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(Dollars in thousands) |
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Revenue: |
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Cinema exhibition |
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Real estate |
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