Nevada
|
|
1-8625
|
|
95-3885184
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
500
Citadel Drive, Suite 300, Commerce, California
|
|
90040
|
||
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
¨
|
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))
|
99.1
|
Press
release issued by Reading International, Inc. pertaining to its results
of
operations and financial condition for the quarter ended September
30,
2006.
|
|
|
READING
INTERNATIONAL, INC.
|
||
Date:
November 7, 2006
|
|
By:
|
|
/s/
Andrzej Matyczynski
|
|
|
Name:
|
|
Andrzej
Matyczynski
|
|
|
Title:
|
|
Chief
Financial Officer
|
|
·
Revenue
from continuing operations was up
0.9%
over the 2005 quarter, to $25.0
million
|
|
·
EBITDA
(1)
as reported, was
$11.8
million for the 2006 quarter
compared to $630,000
in
the 2005 quarter
|
·
|
The
acquisition on June 1, 2005 and September 19, 2005 of the various
real
property interests underlying our leasehold interest in our Cinemas
1, 2
& 3 cinema in Manhattan;
|
·
|
The
opening in the fourth quarter of 2005 and the occupancy of the majority
of
tenancies during first quarter of 2006 of our Newmarket Shopping
Center,
an approximately 100,000 square foot retail center in a suburb of
Brisbane, Australia;
|
·
|
The
opening on October 20, 2005, and the acquisition effective February
23,
2006, of cinemas in a suburb of Adelaide, Australia and Queenstown,
New
Zealand, respectively;
|
·
|
The
acquisition, effective April 01, 2006 of the 50% share that we did
not
already own of the Palms cinema located in Christchurch, New Zealand;
|
·
|
The
reduction in the value of the Australian and New Zealand dollars
vis-à-vis
the US dollar from $0.7643 and $0.6938, respectively, as of September
30,
2005 to $0.7461 and $0.6530, respectively, as of September 30,
2006;
|
·
|
Revenue,
despite negative currency effects, growth of 0.9% to $25.0 million
compared to the 2005 quarter of $24.8
million;
|
·
|
The
recognition, in the 2006 quarter, of $5.0 million of profit on our
25%
interest in the Place 57 mixed-use condominium development in Manhattan;
and
|
·
|
The
recognition, also in the 2006 quarter, of a $3.4 million gain on
the sale
of our 50% interest in 3 cinemas in Auckland, New Zealand to our
joint
venture partner.
|
·
|
the
increase in other income. Other income increased by $5.3 million
primarily
due the recognition of $5.0 million of profit on the completion of
the
sale of an additional 36 (11 closed in the previous quarter) out
of 67
condominium units of our Place 57 development in New York, in which
we
have a 25% interest; offset by $100,000 of a mark-to-market charge
relating to the Sutton Hill Capital LLC’s option (SHC Option) to acquire a
25% non-managing membership interest in the limited liability company
in
which we hold our fee interest in our Cinemas 1, 2 & 3 property (as
the value of that property increases, the cost of the option for
accounting purposes increases proportionately); and
|
·
|
the
gain on sale of our interest in an unconsolidated entity of $3.4
million.
On August 28, 2006 we sold to our joint venture partner our interest
in
the cinemas at Whangaparaoa, Takapuna and Mission Bay, New Zealand
for
$4.6 million in cash and the assumption of $1.6 million in debt,
resulting
in the above gain.
|
·
|
Revenue
from continuing operations increased by 5.0% or $3.8 million, to
$78.9
million in the nine months of 2006 compared to $75.2 million in 2005,
while our operating expense percentage decreased to 75.4% in 2006
compared
to 76.5% in the 2005 nine-month period. The primary driver for this
reduction in operating cost was the lackluster film product in 2005
resulting in shorter play times and higher film rental expense to
revenue
ratios.
|
·
|
The
top 5 grossing films in our circuit worldwide for the 2006 nine months
were: “Pirates
of the Caribbean: Dead Man’s Chest,” “Ice Age 2: The Meltdown,” “The Da
Vinci Code,” “The Chronicles of Narnia: The Lion, the Witch and the
Wardrobe,” and “Cars,” which
between them accounted for 18.3% of our cinema box office
revenue.
|
·
|
Depreciation
and amortization increased by $554,000 to $10.0 million in 2006,
from $9.4
million in 2005, driven primarily by the Australian shopping center
and
cinema additions described above in the quarter
highlights.
|
·
|
General
and administrative expense declined by $4.0 million to $9.5 million
in the
2006 period from $13.5 million in the 2005 period. This change was
primarily due to the decrease in legal expenses described above in
the
quarter discussion of $2.4 million, and a non-recurring $1.1 million
CEO
bonus in the 2005 period, and our purchase of the Cinemas 1, 2, 3
which
decreased the amount of rent paid to related parties by
$608,000.
|
·
|
Interest
expense increased by $1.8 million to $5.1 million in 2006 from $3.3
million in the 2005 period, due to the cessation of interest
capitalization on the Newmarket project and interest rate swap
mark-to-market fluctuations.
|
·
|
Other
income increased by $5.0 million to $6.0 million in 2006 from $1.0
million
in the 2005 period, primarily due to the profit recognition on Place
57
($5.9 million), offset by the mark-to-market of the SHC Option ($1.5
million).
|
·
|
Income
from discontinued operations at $12.2 million in 2005 was driven
by the
gain on sale of $13.6 million from the sale of our Glendale, California
office building and our Puerto Ric0 cinema operations in the second
quarter of 2005.
|
·
|
Gain
on sale of our 50% interest in certain joint venture cinemas in New
Zealand of $3.4 million was as discussed above for the
quarter.
|
·
|
the
development, ownership and operation of multiplex cinemas in the
United
States, Australia and New Zealand; and
|
·
|
the
development, ownership and operation of retail and commercial real
estate
in Australia, New Zealand and the United States, including
entertainment-themed retail centers (“ETRC”) in Australia and New Zealand
and live theater assets in Manhattan and Chicago in the United
States.
|
·
|
in
the United States, under the
|
o
|
Reading
brand,
|
o
|
Angelika
Film Center brand (http://angelikafilmcenter.com/),
and
|
o
|
City
Cinemas brand (http://citycinemas.moviefone.com/);
|
·
|
in
Australia, under the Reading brand (http://www.readingcinemas.com.au/);
|
·
|
in
New Zealand, under the
|
o
|
Reading
(http://www.readingcinemas.co.nz),
|
o
|
Rialto
(http://www.rialto.co.nz),
and
|
o
|
Berkeley
Cinemas (http://www.berkeleycinemas.co.nz/)
brands.
|
o
|
The
licensing fees and terms required by film distributors from motion
picture
exhibitors in order to exhibit their
films;
|
o
|
The
comparative attractiveness of motion pictures as a source of entertainment
and willingness and/or ability of consumers (i) to spend their dollars
on
entertainment and (ii) to spend their entertainment dollars on movies
in
an outside the home environment;
and
|
o
|
The
extent to which we encounter competition from other cinema exhibitors,
from other sources of outside of the home entertainment, and from
inside
the home entertainment options, such as “home theaters” and competitive
film product distribution technology such as, by way of example,
cable,
satellite broadcast, DVD and VHS rentals and sales, and so called
“movies
on demand;”
|
o
|
The
rental rates and capitalization rates applicable to the markets in
which
we operate and the quality of properties that we
own;
|
o
|
The
extent to which we can obtain on a timely basis the various land
use
approvals and entitlements needed to develop our
properties;
|
o
|
The
availability and cost of labor and materials;
|
o
|
Competition
for development sites and tenants;
and
|
o
|
The
extent to which our cinemas can continue to serve as an anchor tenant
which will, in turn, be influenced by the same factors as will influence
generally the results of our cinema
operations;
|
·
|
With
respect to our operations generally as an international company involved
in both the development and operation of cinemas and the development
and
operation of real estate; and previously engaged for many years in
the
railroad business in the United
States:
|
o
|
Our
ongoing access to borrowed funds and capital and the interest that
must be
paid on that debt and the returns that must be paid on such capital;
|
o
|
Changes
in government regulation, including by way of example, the costs
resulting
from the implementation of the requirements of
Sarbanes-Oxley;
|
o
|
Our
labor relations and costs of labor (including future government
requirements with respect to pension liabilities, disability insurance
and
health coverage, and vacations and
leave);
|
o
|
Our
exposure from time to time to legal claims and to uninsurable risks
such
as those related to our historic railroad operations, including potential
environmental claims and health related claims relating to alleged
exposure to asbestos or other substances now or in the future recognized
as being possible causes of cancer or other health related
problems;
|
o
|
Changes
in future effective tax rates and the results of currently ongoing
and
future potential audits by taxing authorities having jurisdiction
over our
various companies; and
|
Statements
of Operations
|
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
|||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Revenue
|
$
|
25,042
|
$
|
24,809
|
$
|
78,941
|
$
|
75,186
|
|||||
Operating
expense
|
|||||||||||||
Cinema/real
estate
|
18,973
|
18,624
|
59,504
|
57,523
|
|||||||||
Depreciation
and amortization
|
3,385
|
3,242
|
9,963
|
9,409
|
|||||||||
General
and administrative
|
3,047
|
5,600
|
9,489
|
13,479
|
|||||||||
Operating
loss
|
(363
|
)
|
(2,657
|
)
|
(15
|
)
|
(5,225
|
)
|
|||||
Interest
expense, net
|
(1,765
|
)
|
(1,743
|
)
|
(5,060
|
)
|
(3,316
|
)
|
|||||
Other
income
|
5,472
|
158
|
5,992
|
1,037
|
|||||||||
Income
from discontinued operations
|
--
|
--
|
--
|
12,231
|
|||||||||
Gain
on the sale of unconsolidated entity
|
3,442
|
--
|
3,442
|
--
|
|||||||||
Income
tax expense
|
(540
|
)
|
(190
|
)
|
(1,222
|
)
|
(643
|
)
|
|||||
Minority
interest expense
|
(153
|
)
|
(140
|
)
|
(425
|
)
|
(559
|
)
|
|||||
Net
income (loss)
|
$
|
6,093
|
$
|
(4,572
|
)
|
$
|
2,712
|
$
|
3,525
|
||||
Basic
earnings (loss) per share
|
$
|
0.27
|
$
|
(0.20
|
)
|
$
|
0.12
|
$
|
0.16
|
||||
Diluted
earnings (loss) per share
|
$
|
0.27
|
$
|
(0.20
|
)
|
$
|
0.12
|
$
|
0.16
|
||||
EBITDA*
|
11,783
|
603
|
18,957
|
17,461
|
|||||||||
EBITDA*
change
|
11,180
|
1,496
|
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Net
income (loss)
|
$
|
6,093
|
$
|
(4,572
|
)
|
$
|
2,712
|
$
|
3,525
|
||||
Add: Interest
expense, net
|
1,765
|
1,743
|
5,060
|
3,316
|
|||||||||
Add: Income
tax provision (benefit)
|
540
|
190
|
1,222
|
643
|
|||||||||
Add: Depreciation
and amortization
|
3,385
|
3,242
|
9,963
|
9,409
|
|||||||||
Add:
EBITDA adjustment for discontinued operations
|
--
|
--
|
--
|
568
|
|||||||||
EBITDA
|
$
|
11,783
|
$
|
603
|
$
|
18,957
|
$
|
17,461
|
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Revenue
|
|||||||||||||
Cinema
|
$
|
21,806
|
$
|
21,429
|
$
|
68,269
|
$
|
64,328
|
|||||
Real
estate
|
3,236
|
3,380
|
10,672
|
10,858
|
|||||||||
25,042
|
24,809
|
78,941
|
75,186
|
||||||||||
Operating
expense
|
|||||||||||||
Cinema
|
16,812
|
17,140
|
53,876
|
52,375
|
|||||||||
Real
estate
|
2,161
|
1,484
|
5,628
|
5,148
|
|||||||||
Depreciation
and amortization
|
3,385
|
3,242
|
9,963
|
9,409
|
|||||||||
General
and administrative
|
3,047
|
5,600
|
9,489
|
13,479
|
|||||||||
25,405
|
27,466
|
78,956
|
80,411
|
||||||||||
Operating
loss
|
(363
|
)
|
(2,657
|
)
|
(15
|
)
|
(5,225
|
)
|
|||||
Non-operating
income (expense)
|
|||||||||||||
Interest
income
|
70
|
40
|
157
|
149
|
|||||||||
Interest
expense
|
(1,835
|
)
|
(1,783
|
)
|
(5,217
|
)
|
(3,465
|
)
|
|||||
Other
income (loss)
|
209
|
(265
|
)
|
(945
|
)
|
24
|
|||||||
Loss
before minority interest expense, discontinued operations, income
tax
expense, and equity earnings of unconsolidated entities
|
(1,919
|
)
|
(4,665
|
)
|
(6,020
|
)
|
(8,517
|
)
|
|||||
Minority
interest expense
|
153
|
140
|
425
|
559
|
|||||||||
Loss
from continuing operations
|
(2,072
|
)
|
(4,805
|
)
|
(6,445
|
)
|
(9,076
|
)
|
|||||
Discontinued
operations:
|
|||||||||||||
Gain
on disposal of business operations
|
--
|
--
|
--
|
13,610
|
|||||||||
Loss
from discontinued operations
|
--
|
--
|
--
|
(1,379
|
)
|
||||||||
Income
(loss) before income tax expense and equity earnings of unconsolidated
entities
|
(2,072
|
)
|
(4,805
|
)
|
(6,445
|
)
|
3,155
|
||||||
Income
tax expense
|
540
|
190
|
1,222
|
643
|
|||||||||
Income
(loss) before equity earnings of unconsolidated entities and gain
on sale
of unconsolidated entity
|
(2,612
|
)
|
(4,995
|
)
|
(7,667
|
)
|
2,512
|
||||||
Equity
earnings of unconsolidated entities
|
5,263
|
423
|
6,937
|
1,013
|
|||||||||
Gain
on sale of unconsolidated entity
|
3,442
|
--
|
3,442
|
--
|
|||||||||
Net
income (loss)
|
$
|
6,093
|
$
|
(4,572
|
)
|
$
|
2,712
|
$
|
3,525
|
||||
Earnings
(loss) per common share - basic:
|
|||||||||||||
Earnings
(loss) from continuing operations
|
$
|
0.27
|
$
|
(0.20
|
)
|
$
|
0.12
|
$
|
(0.39
|
)
|
|||
Earnings
from discontinued operations, net
|
0.00
|
0.00
|
0.00
|
0.55
|
|||||||||
Basic
earnings (loss) per share
|
$
|
0.27
|
$
|
(0.20
|
)
|
$
|
0.12
|
$
|
0.16
|
||||
Weighted
average number of shares outstanding - basic
|
22,413,995
|
22,437,569
|
22,425,941
|
22,168,652
|
|||||||||
Earnings
(loss) per common share - diluted:
|
|||||||||||||
Earnings
(loss) from continuing operations
|
$
|
0.27
|
$
|
(0.20
|
)
|
$
|
0.12
|
$
|
(0.39
|
)
|
|||
Earnings
from discontinued operations, net
|
0.00
|
0.00
|
0.00
|
0.55
|
|||||||||
Diluted
earnings (loss) per share
|
$
|
0.27
|
$
|
(0.20
|
)
|
$
|
0.12
|
$
|
0.16
|
||||
Weighted
average number of shares outstanding - diluted
|
22,616,560
|
22,437,569
|
22,628,505
|
22,168,652
|
September
30, 2006
|
December
31, 2005
|
||||||
ASSETS
|
|||||||
Current
Assets:
|
|||||||
Cash
and cash equivalents
|
$
|
8,050
|
$
|
8,548
|
|||
Receivables
|
4,353
|
5,272
|
|||||
Inventory
|
437
|
468
|
|||||
Investment
in marketable securities
|
634
|
401
|
|||||
Restricted
cash
|
300
|
--
|
|||||
Prepaid
and other current assets
|
1,803
|
996
|
|||||
Total
current assets
|
15,577
|
15,685
|
|||||
Property
held for development
|
3,265
|
6,889
|
|||||
Property
under development
|
33,644
|
23,069
|
|||||
Property
& equipment, net
|
165,590
|
167,389
|
|||||
Investment
in unconsolidated entities
|
21,861
|
14,025
|
|||||
Capitalized
leasing costs
|
12
|
15
|
|||||
Goodwill
|
17,099
|
14,653
|
|||||
Intangible
assets, net
|
8,136
|
8,788
|
|||||
Other
assets
|
2,254
|
2,544
|
|||||
Total
assets
|
$
|
267,438
|
$
|
253,057
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
Current
Liabilities:
|
|||||||
Accounts
payable and accrued liabilities
|
$
|
11,627
|
$
|
13,538
|
|||
Film
rent payable
|
3,320
|
4,580
|
|||||
Notes
payable - current portion
|
1,617
|
1,776
|
|||||
Note
payable to related party - current portion
|
5,000
|
--
|
|||||
Income
taxes payable
|
8,303
|
7,504
|
|||||
Deferred
current revenue
|
1,970
|
2,319
|
|||||
Other
current liabilities
|
200
|
250
|
|||||
Total
current liabilities
|
32,037
|
29,967
|
|||||
Notes
payable - long-term portion
|
103,944
|
93,544
|
|||||
Note
payable to related parties
|
9,000
|
14,000
|
|||||
Deferred
non-current revenue
|
545
|
554
|
|||||
Other
liabilities
|
18,011
|
12,509
|
|||||
Total
liabilities
|
163,537
|
150,574
|
|||||
Commitments
and contingencies
|
--
|
--
|
|||||
Minority
interest in consolidated affiliates
|
2,015
|
3,079
|
|||||
Stockholders’
equity:
|
|||||||
Class
A Nonvoting Common Stock, par value $0.01, 100,000,000 shares authorized,
35,495,729 issued and 20,918,505 outstanding at September 30, 2006
and
35,468,733 issued and 20,990,458 outstanding at December 31,
2005
|
215
|
215
|
|||||
Class
B Voting Common Stock, par value $0.01, 20,000,000 shares authorized
and
1,495,490 issued and outstanding at September 30, 2006 and December
31,
2005
|
15
|
15
|
|||||
Nonvoting
Preferred Stock, par value $0.01, 12,000 shares authorized and no
outstanding shares
|
--
|
--
|
|||||
Additional
paid-in capital
|
128,184
|
128,028
|
|||||
Accumulated
deficit
|
(51,202
|
)
|
(53,914
|
)
|
|||
Treasury
shares
|
(4,307
|
)
|
(3,515
|
)
|
|||
Accumulated
other comprehensive income
|
28,981
|
28,575
|
|||||
Total
stockholders’ equity
|
101,886
|
99,404
|
|||||
Total
liabilities and stockholders’ equity
|
$
|
267,438
|
$
|
253,057
|