UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 8-K



CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934



Date of report (Date of earliest event reported):  August 9, 2018



Reading International, Inc.

(Exact Name of Registrant as Specified in its Charter)





Registrant's telephone number, including area code:  (213) 235-2240



N/A

(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



Emerging growth company   ☐



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.   ☐

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Item 2.02  Results of Operations and Financial Condition.

On August 9, 2018, Reading International, Inc. issued a press release announcing information regarding its results of operations and financial condition for the quarter ended June 30, 2018, a copy of which is attached as Exhibit 99.1.



Item 8.01  Other Events

The Board of Directors of Reading International, Inc. (the “Company”) is deeply saddened to announce the death of Mr. William D. Gould on August 6, 2018.  Mr. Gould was a member of the Board of Directors since 2004 and, at the time of his death, served as the Lead Independent Director on the Board of Directors.



The Board acknowledges Mr. Gould’s deep commitment, long service and extensive contributions to the Company. Mr. Gould will be greatly missed by all of his colleagues and friends at the Company.

The Board of Directors, at its meeting on August 7, 2018, reduced the size of the Board of Directors from nine to eight members.

The Company also announced that its 2018 Annual Meeting of Stockholders will be on November 7, 2018, and the record date for stockholders to vote at such meeting will be on September 17, 2018.



Item 9.01 Financial Statements and Exhibits.





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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





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EXHIBIT INDEX



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Record Second Quarter 2018 Results Announced by Reading International



 



Earnings Call Webcast to Discuss 2018 Second Quarter Financial Results

Scheduled to Post to Corporate Website on

Monday, August 13 2018 



Culver City, California - (BUSINESS WIRE) August 9, 2018: Reading International, Inc. (NASDAQ: RDI) today announced record revenue results for the quarter ended June 30, 2018, while Operating Income was the second highest recorded for any quarter in the company’s history. Our Company reported Basic Earnings per Share (“EPS”) of $0.22 and $0.35, for the quarter and six months ended June 30, 2018, respectively. 



Ellen Cotter, Chair, President and Chief Executive Officer said, “The second quarter represented another record period for Reading as we continued to build on our strong momentum from the first quarter. Our results were driven by the continued execution of our three-year plan and we achieved superior operational execution. Ongoing capital improvements and refurbishments to elevate the guest experience in our cinema business are having the desired impact. The strong film product and successful launch of our first dine-in concept, “Spotlight,” contributed to our results and increased interest in our enhanced U.S. food and beverage offerings.”



Consolidated revenue for the second quarter of 2018, increased by 16%, or $11.8 million, compared to the second quarter of 2017, primarily driven by: (i) the U.S. Cinema’s significant increase in attendance and total spend per patron, (ii) the opening of our new state-of-the-art eight screen Reading Cinema on December 14, 2017 in Newmarket, Australia, and (iii) increases in average ticket prices (“ATP”) in our U.S., Australian and New Zealand Cinemas. 

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The following table summarizes the second quarter and first half-of-the-year results for 2018 and 2017:





(1) Aggregate segment operating income, earnings before interest expense (net of interest income), income tax expense, depreciation and amortization expense (“EBITDA”) and adjusted EBITDA are non-GAAP financial measures. See the discussion of non-GAAP financial measures that follows.

(2) Reflect amounts attributable to stockholders of Reading International, Inc., i.e. after deduction of noncontrolling interests.



COMPANY HIGHLIGHTS









We achieved a record second quarter in our online ticket sales in all three countries where we operate, led by “Avengers – Infinity War” and “Deadpool 2” exceeding previous first quarter records by as much as 144% in the U.S.  With the continued improvements of our websites and apps in the U.S. and improved online sales infrastructure to better serve high sales volume, “Avengers – Infinity War” set daily and weekly online record ticket sales in all countries.

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Corporate Matters



SEGMENT RESULTS



The following table summarizes the second quarter and first half-of-the-year segment operating results for 2018 and 2017:





“nm” – not meaningful for further analysis





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Cinema Exhibition

Second Quarter Results:

Cinema segment operating income increased by 28%, or $2.7 million, to $12.5 million for the quarter ended June 30, 2018 compared to June 30, 2017, primarily driven by increased operating income in the U.S. due to higher average ticket price (“ATP”), higher spend per patron (“SPP”), and increased attendance.





The top three grossing films for the second quarter of 2018 were “Avengers: Infinity War”, “Deadpool 2”, and “Incredibles 2” representing approximately 36% of Reading’s worldwide admission revenues for the quarter. The top three grossing films in the second quarter of 2017 for Reading’s worldwide cinema circuits were “Guardians of the Galaxy Vol. 2”, “Wonder Woman”, and “The Fate of the Furious” , which represented approximately 32% of Reading’s admission revenues for the second quarter of 2017.



Six-Month Results:

Cinema segment operating income increased 21%, or $3.9 million, to $22.8 million for the six months ended June 30, 2018 compared to June 30, 2017, primarily driven by an 88% operating income growth in the U.S. market.  In addition, the re-opening of our Courtenay Central Cinema in Wellington, New Zealand contributed to the overall operating income as well as increases in higher ticket price (“ATP”) and higher spend per patron (“SPP”) across all three countries.    





The top three grossing films for the first half of 2018 were “Avengers: Infinity War”, “Black Panther”, and “Deadpool 2” representing approximately 22% of Reading’s worldwide admission revenues, compared to the top three grossing films a year ago: “Beauty and the Beast”, “Guardians of the Galaxy Vol. 2”, and “Wonder Woman”, which represented approximately 19% of our admission revenues for the same period in 2017.



Real Estate



Second Quarter and Six-Month Results:

Real estate segment operating income decreased by 31%, or $0.8 million, to $1.9 million for the quarter ended June 30, 2018 compared to June 30, 2017.  For the six months ended June 30, 2018, the real estate segment operating income decreased by 12%, or $0.5 million, to $3.5 million, compared to the same period in 2017.   This was primarily attributable to a decrease in Live Theater revenue compared to prior year which was due to the settlement payment related to the STOMP arbitration, as well as the impact of business interruption insurance recorded in the second quarter of 2017 in New Zealand.  The overall decrease was offset by the increased operating revenue from our Courtenay Central ETC due to the full year of operations in 2018 compared to only one quarter of operation in 2017.



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CONSOLIDATED AND NON-SEGMENT RESULTS



The second quarter and first half-of-the-year consolidated and non-segment results for 2018 and 2017 are summarized as follows: 



“nm” – not meaningful for further analysis



Second Quarter and First Half-of-the-Year Net Results

Net income attributable to RDI common stockholders decreased by 74%, or $14.0 million, to $5.0 million for the quarter ended June 30, 2018 compared to the same period prior year. The decrease in net income attributable to RDI common stockholders is due to a one-time gain on insurance recoveries of $9.2 million and a $9.4 million gain on sale of assets that were recognized for the quarter ended June 30, 2017 offset by increased operating income.  Additionally, there was an increase in non-segment G&A expenses in 2018. Basic EPS for the quarter ended June 30, 2018 decreased by $0.60 to $0.22 from the prior-year quarter.



Net income attributable to RDI common stockholders decreased by 64%, or $14.0 million, to $8.0 million for the six months ended June 30, 2018 compared to the same period prior year.  Basic EPS for the first half of 2018 decreased by $0.60 to $0.35 from the prior-year period, mainly attributable to the one-time gain on insurance recoveries and gain on asset sale recognized for the six-months ended June 30, 2017.



Non-Segment General & Administrative Expenses

Non-segment general and administrative expense for the quarter and six months ended June 30, 2018 compared to the same period of the prior year increased by 23%, or $1.1 million, and 26%, or $2.5 million, respectively. This increase mainly relates to higher legal expenses incurred on the Derivative Litigation, the Cotter Employment Arbitration, other Cotter litigation matters (discussed further below), and higher compensation costs, due to headcount and the timing of annual salary increases as well as the timing of recording increases in variable compensation costs. 



Litigation 

Legal fees associated with the Cotter Derivative Litigation totaled $1.2 million and $2.6 million for the three and six months ended June 30, 2018.   On June 18, 2018, the Nevada District Court dismissed in summary judgment the last of Jim Cotter, Jr’s derivative claims without trial.  Accordingly, the trial scheduled for July 9, 2018, has been vacated and the matter moved to appeal.  It is anticipated that the dismissal will result in a material decrease in non-segment legal expenses for the remainder of the year.



Gain on Sale of Assets

$9.4 million represented our full recognition of the transaction gain triggered by the additional payment from the buyer of our Burwood property in Australia, and was recognized in the second quarter of 2017.



Gain on Insurance Proceeds

$9.2 million represented the gain recognized in 2017 on the final insurance settlement proceeds relating to the earthquake damage to our Courtenay Central parking structure (excluding business interruption insurance payments). 



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Income Tax Expense

Income tax expense for the quarter and six months ended June 30, 2018 decreased by $3.9 million and $4.4 million, respectively, compared to the equivalent prior-year period.  The change between 2018 and 2017 is primarily related to lower pretax income, the reduction of U.S. statutory corporate tax rate as the result of the Tax Act, foreign tax credit, partially offset by higher tax rates overseas versus the US and non-taxable insurance proceeds received in 2017.



OTHER FINANCIAL INFORMATION

Balance Sheet and Liquidity



Total assets increased by $12.7 million, to $435.7 million at June 30, 2018, compared to $423.0 million at December 31, 2017. This was primarily driven by increases in our operating and investment properties relating to capital enhancements in our existing cinemas and capital investments relating to major real estate projects, primarily (i) the redevelopment of our Union Square property in New York, and (ii) the expansion of our Newmarket property in Brisbane, Australia.  These were offset by a reduction in our foreign-operation asset values due to a decrease in the foreign exchange rates relative to the U.S. dollar.  Available cash resources generated from operations and proceeds received from borrowings funded these capital investments.



Cash and cash equivalents at June 30, 2018 were $12.7 million, including approximately $6.2 million in the U.S., $3.0 million in Australia, and $3.5 million in New Zealand. We manage our cash, investments and capital structure so we are able to meet short-term and long-term obligations for our business, while maintaining financial flexibility and liquidity.



As part of our operating cycle, we collect cash from (i) our cinema business when selling tickets and food and beverage items, and (ii) rental income typically received in advance; we utilize these collections, to reduce our long-term borrowings and realize savings on interest charges. We then settle our operating expenses generally with a lag within traditional trade terms. This cash management generates a temporary working capital deficit, which is positive for the company. We review the maturities of our borrowings and negotiate for renewals and extensions, as necessary for liquidity purposes. We believe the cash flow generated from our operations coupled with our ability to renew and extend our credit facilities will provide sufficient liquidity in the upcoming year.



The table below presents the changes in our total available resources (cash and borrowings), debt-to-equity ratio, working capital and other relevant information addressing our liquidity for the six months ended June 30, 2018 and preceding four years:







(1) This relates to the construction facilities specifically negotiated for: (i) Union Square redevelopment project, obtained in December 2016, and (ii) New Zealand construction projects, obtained in May 2015.



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Below is a summary of the available credit facilities as of June 30, 2018: 





(1) The borrowings are denominated in foreign currency.  The contractual capacity and capacity used were translated into U.S. dollars based on the applicable exchange rates as of June 30, 2018.



The $49.8 million representing borrowings restricted for capital projects is composed of the $37.6 million and $12.2 million (NZ$18.0 million) unused capacity for the Union Square development and construction funding for New Zealand operations, respectively. Our Minetta and Orpheum Theatres Loan will become due November 1, 2018. Currently, we are negotiating with our lender to renew this borrowing on a long-term basis.



Our overall global operating strategy is to conduct business mostly on a self-funding basis by country (except for funds used to pay an appropriate share of our U.S. corporate overhead). However, we may, from time to time, move funds between jurisdictions where circumstances merit such action as part of our goal to minimize our cost of capital.



Non-GAAP Financial Measures



This earnings release presents aggregate segment operating income, and EBITDA, which are important financial measures for the Company, but are not financial measures defined by U.S. GAAP.



These measures should be reviewed in conjunction with the relevant U.S. GAAP financial measures and are not presented as alternative measures of EPS, cash flows or net income as determined in accordance with US GAAP. Aggregate segment operating income and EBITDA, as we have calculated them, may not be comparable to similarly titled measures reported by other companies.



Aggregate segment operating income – we evaluate the performance of our business segments based on segment operating income, and management uses aggregate segment operating income as a measure of the performance of operating businesses separate from non-operating factors.  We believe that information about aggregate segment operating income assists investors by allowing them to evaluate changes in the operating results of the Company’s business separate from non-operational factors that affect net income, thus providing separate insight into both operations and the other factors that affect reported results. Refer to “Consolidated and Non-Segment Results” for a reconciliation of segment operating income to net income.



EBITDA – we present EBITDA as a supplemental measure of its performance, which is commonly used in our industry.  We define EBITDA as net income adjusted for interest expense (net of interest income), income tax expense, depreciation and amortization expense, and an adjustment of interest expense, depreciation, and amortization for discontinued operations, if any. EBITDA is a non-GAAP financial measure commonly used in our industry and should not be construed as an alternative to net earnings (loss) as an indicator of operating performance or as an alternative to cash flow provided by operating activities as a measure of liquidity (as determined in accordance with U.S. GAAP).  We have included EBITDA in this Earnings Release, as we believe that it provides management and our investors with additional information necessary to properly measure our performance and liquidity, estimate our value and evaluate our ability to service debt.



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Adjusted EBITDA – using the principles we consistently apply to determine our EBITDA, we further adjusted the EBITDA for certain items we believe are appropriate adjustable items, described as follows:





In cases of property sales, we have not made adjustments for any gains, in line with our overall business strategy that at any time, we may decide to dispose of any property when we believe that an asset has reached the highest value that we could reasonably achieve without investing substantial additional sums for land use planning, construction and marketing.



Reconciliation of EBITDA to net income is presented below:





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Conference Call and Webcast



We plan to post our pre-recorded conference call and audio webcast on our corporate website on August 13, 2018, that will feature prepared remarks from Ellen Cotter, President & Chief Executive Officer; Dev Ghose, Executive Vice President & Chief Financial Officer; and Andrzej Matyczynski, Executive Vice President - Global Operations.



A pre-recorded question and answer session will follow our formal remarks. Questions and topics for consideration should be submitted to InvestorRelations@readingrdi.com on August 10, 2018 by 5:00 p.m. Eastern Standard Time. The audio webcast can be accessed by visiting http://www.readingrdi.com/about/#earnings-call.



About Reading International, Inc.



Reading International Inc. (NASDAQ: RDI) is a leading entertainment and real estate company, engaging in the development, ownership and operation of multiplex cinemas and retail and commercial real estate in the United States, Australia, and New Zealand.



The family of Reading brands includes cinema brands Reading Cinemas, Angelika Film Centers, Consolidated Theatres, and City Cinemas; live theatres operated by Liberty Theatres in the United States; and signature property developments, including Newmarket Village, Auburn Red Yard and Cannon Park in Australia, Courtenay Central in New Zealand and 44 Union Square in New York City.



Additional information about Reading can be obtained from the Company's website: http://www.readingrdi.com.



Forward-Looking Statements



Our statements in this press release contain a variety of forward-looking statements as defined by the Securities Litigation Reform Act of 1995.  Forward-looking statements reflect only our expectations regarding future events and operating performance and necessarily speak only as of the date the information was prepared.  No guarantees can be given that our expectations will in fact be realized, in whole or in part.  You can recognize these statements by our use of words such as, by way of example, “may,” “will,” “expect,” “believe,” and “anticipate” or other similar terminology.



These forward-looking statements reflect our expectation after having considered a variety of risks and uncertainties.  However, they are necessarily the product of internal discussion and do not necessarily completely reflect the views of individual members of our Board of Directors or of our management team.  Individual Board members and individual members of our management team may have different views as to the risks and uncertainties involved, and may have different views as to future events or our operating performance.



Among the factors that could cause actual results to differ materially from those expressed in or underlying our forward-looking statements are the following:



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The above list is not necessarily exhaustive, as business is by definition unpredictable and risky, and subject to influence by numerous factors outside of our control. Such factors can be, changes in government regulation or policy, competition, interest rates, supply, technological innovation, changes in consumer taste and fancy, weather, and the extent to which consumers in our markets have the economic wherewithal to spend money on beyond-the-home entertainment.



Given the variety and unpredictability of the factors that will ultimately influence our businesses and our results of operation, no guarantees can be given that any of our forward-looking statements will ultimately prove to be correct.  Actual results will undoubtedly vary and there is no guarantee as to how our securities will perform, either when considered in isolation or when compared to other securities or investment opportunities.



In addition to the forward-looking factors set forth above, we encourage you to review Item 1A. “Risk Factors,” from our Company’s Annual Report on SEC Form 10-K for the Year Ended December 31, 2017.



Finally, we undertake no obligation to publicly update or to revise any of our forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law.  Accordingly, you should always note the date to which our forward-looking statements speak.

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Additionally, certain of the presentations included in this press release may contain “pro forma” information or “non-U.S. GAAP financial measures.”  In such case, a reconciliation of this information to our U.S. GAAP financial statements will be made available in connection with such statements.



For more information, contact:

Dev Ghose, Executive Vice President & Chief Financial Officer

Andrzej Matyczynski, Executive Vice President for Global Operations

Reading International, Inc.  (213) 235-2240





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Reading International, Inc. and Subsidiaries

Unaudited Consolidated Statements of Operations

(Unaudited; U.S. dollars in thousands, except per share data)







1 Certain prior period amounts have been reclassified to conform to the current period presentation.













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Reading International, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited; U.S. dollars in thousands, except share information)











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