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))
|
|
Item
2.02. Results of Operations and Financial
Condition.
|
99.1
|
Press
release issued by Reading International, Inc. pertaining to its results
of
operations and financial condition for the quarter ended September
30,
2007.
|
READING
INTERNATIONAL, INC.
|
||
Date:
November 12, 2007
|
By:
|
/s/
Andrzej Matyczynski
|
Name:
|
Andrzej
Matyczynski
|
|
Title:
|
Chief
Financial Officer
|
|
·
|
Revenue
from continuing operations for the quarter was up 33.9%
over the 2006 quarter, to $32.6
million
|
·
|
the
sale of our 50% share of the cinemas at Whangaparaoa, Takapuna and
Mission
Bay, New Zealand formerly part of the Berkeley Cinemas Group effective
August 28, 2006;
|
·
|
the
acquisition in February 2007, of the long-term ground lease interest
underlying our Tower Theater in Sacramento, California (the principal
art
cinema in Sacramento);
|
·
|
through
September 30, 2007, the sale of all of the residential units comprising
our Place 57 residential condominium tower in Manhattan, in which
we own a
25% interest. There was 1 unit closed in the 2007 quarter
compared to 36 in the 2006 quarter;
and
|
·
|
the
increase in the value of the Australian and New Zealand dollars vis-à-vis
the US dollar from $0.7461 and $0.6530, respectively, as of September
30,
2006 to $0.8855 and $0.7568, respectively, as of September 30,
2007.
|
|
which
resulted in:
|
·
|
revenue
growth of $8.2 million or 33.9% to $32.6 million, compared to $24.3
million in the 2006 quarter;
|
·
|
net
income of $870,000 in the 2007 quarter compared to $6.1 million in
the
2006 quarter; and
|
·
|
EBITDA
(1) of
$6.6 million in the 2007 quarter compared to $11.8 million in the
2006-quarter, a decrease of $5.2 million or
44.4%.
|
·
|
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.
|
·
|
With
respect to our cinema
operations:
|
o
|
The
number and attractiveness to movie goers of the films released
in future
periods;
|
o
|
The
amount of money spent by film distributors to promote their motion
pictures;
|
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;”
|
·
|
With
respect to our real estate development and operation
activities:
|
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
|
The
relative values of the currency used in the countries in which
we
operate;
|
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
|
o
|
Changes
in applicable accounting policies and
practices.
|
Statements
of Operations
|
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
|||||
2007
|
2006
|
2007
|
2006
|
||||
Revenue
|
$
32,559
|
$
24,318
|
$
90,674
|
$
76,797
|
|||
Operating
expense
|
|||||||
Cinema/real
estate
|
23,263
|
18,249
|
65,178
|
57,360
|
|||
Depreciation
and amortization
|
2,917
|
|
3,385
|
8,933
|
9,963
|
||
General
and administrative
|
3,870
|
3,047
|
11,425
|
9,489
|
|||
Operating
income
(loss)
|
2,509
|
(363
|
) |
5,138
|
(15)
|
||
Interest
expense, net
|
(2,267
|
) |
(1,765
|
) |
(5,968
|
) |
(5,060)
|
Other
income
|
1,291
|
5,472
|
2,876
|
5,992
|
|||
Gain
on sale of discontinued operations
|
--
|
--
|
1,912
|
--
|
|||
Gain
on sale of unconsolidated entity
|
--
|
3,442
|
--
|
3,442
|
|||
Income
tax expense
|
(501
|
) |
(540
|
) |
(1,443
|
) |
(1,222)
|
Minority
interest expense
|
(162
|
) |
(153
|
) |
(657
|
) |
(425)
|
Net
income
|
$
870
|
$
6,093
|
$
1,858
|
$
2,712
|
|||
Basic
earnings per share
|
$ 0.04
|
|
$
0.27
|
$ 0.08
|
$ 0.12
|
||
Diluted
earnings per share
|
$ 0.04
|
$
0.27
|
$ 0.08
|
$ 0.12
|
|||
EBITDA*
|
$6,555
|
$11,783
|
$
18,202
|
$
18,957
|
|||
EBITDA*
change
|
$(5,228)
|
$(755)
|
*
|
EBITDA
presented above is net income adjusted for interest expense (net
of
interest income), income tax expense, depreciation and amortization
expense, and an adjustment for discontinued operations (this includes
interest expense and depreciation and amortization for the discontinued
operations).
|
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Net
income
|
$ |
870
|
$ |
6,093
|
$ |
1,858
|
$ |
2,712
|
||||||||
Add: Interest
expense, net
|
2,267
|
1,765
|
5,968
|
5,060
|
||||||||||||
Add: Income
tax provision
|
501
|
540
|
1,443
|
1,222
|
||||||||||||
Add: Depreciation
and amortization
|
2,917
|
3,385
|
8,933
|
9,963
|
||||||||||||
EBITDA
|
$ |
6,555
|
$ |
11,783
|
$ |
18,202
|
$ |
18,957
|
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Revenue
|
||||||||||||||||
Cinema
|
$ |
29,110
|
$ |
21,806
|
$ |
79,651
|
$ |
68,269
|
||||||||
Real
estate
|
3,449
|
2,512
|
11,023
|
8,528
|
||||||||||||
32,559
|
24,318
|
90,674
|
76,797
|
|||||||||||||
Operating
expense
|
||||||||||||||||
Cinema
|
20,983
|
16,088
|
59,033
|
51,732
|
||||||||||||
Real
estate
|
2,280
|
2,161
|
6,145
|
5,628
|
||||||||||||
Depreciation
and amortization
|
2,917
|
3,385
|
8,933
|
9,963
|
||||||||||||
General
and administrative
|
3,870
|
3,047
|
11,425
|
9,489
|
||||||||||||
30,050
|
24,681
|
85,536
|
76,812
|
|||||||||||||
Operating
income (loss)
|
2,509
|
(363 | ) |
5,138
|
(15 | ) | ||||||||||
Other
income (expense)
|
||||||||||||||||
Interest
income
|
329
|
70
|
558
|
157
|
||||||||||||
Interest
expense
|
(2,596 | ) | (1,835 | ) | (6,526 | ) | (5,217 | ) | ||||||||
Net
loss on sale of assets
|
--
|
--
|
(185 | ) | (8 | ) | ||||||||||
Other
income (expense)
|
707
|
209
|
435
|
(937 | ) | |||||||||||
Income
(loss) before minority interest expense, income tax expense, and
equity
earnings of unconsolidated joint ventures and
entities
|
949
|
(1,919 | ) | (580 | ) | (6,020 | ) | |||||||||
Minority
interest expense
|
(162 | ) | (153 | ) | (657 | ) | (425 | ) | ||||||||
Income
(loss) from continuing operations
|
787
|
(2,072 | ) | (1,237 | ) | (6,445 | ) | |||||||||
Gain
on sale of a discontinued operation
|
--
|
--
|
1,912
|
--
|
||||||||||||
Income
(loss) before income tax expense and equity earnings of unconsolidated
joint ventures and entities
|
787
|
(2,072 | ) |
675
|
(6,445 | ) | ||||||||||
Income
tax expense
|
(501 | ) | (540 | ) | (1,443 | ) | (1,222 | ) | ||||||||
Income
(loss) before equity earnings of unconsolidated joint ventures and
entities
|
286
|
(2,612 | ) | (768 | ) | (7,667 | ) | |||||||||
Equity
earnings of unconsolidated joint ventures and entities
|
584
|
5,263
|
2,626
|
6,937
|
||||||||||||
Gain
on sale of unconsolidated joint venture
|
--
|
3,442
|
--
|
3,442
|
||||||||||||
Net
income
|
$ |
870
|
$ |
6,093
|
$ |
1,858
|
$ |
2,712
|
||||||||
Basic
earnings (loss) per common share:
|
||||||||||||||||
Income
(loss) from continuing
operations
|
$ |
0.04
|
$ |
0.27
|
$ | (0.01 | ) | $ |
0.12
|
|||||||
Earnings
from discontinued
operations
|
--
|
--
|
0.09
|
--
|
||||||||||||
Basic
earnings per share
|
$ |
0.04
|
$ |
0.27
|
$ |
0.08
|
$ |
0.12
|
||||||||
Weighted
average number of shares outstanding – basic
|
22,487,943
|
22,413,995
|
22,486,395
|
22,425,941
|
||||||||||||
Diluted
earnings (loss) per common share:
|
||||||||||||||||
Income
(loss) from continuing
operations
|
$ |
0.04
|
$ |
0.27
|
$ | (0.01 | ) | $ |
0.12
|
|||||||
Earnings
from discontinued
operations
|
--
|
--
|
0.09
|
--
|
||||||||||||
Diluted
earnings per share
|
$ |
0.04
|
$ |
0.27
|
$ |
0.08
|
$ |
0.12
|
||||||||
Weighted
average number of shares outstanding – diluted
|
22,761,270
|
22,616,560
|
22,486,395
|
22,628,505
|
September
30, 2007
|
December
31, 2006
|
|||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents
|
$ |
27,148
|
$ |
11,008
|
||||
Receivables
|
4,484
|
6,612
|
||||||
Inventory
|
531
|
606
|
||||||
Investment
in marketable securities
|
4,575
|
8,436
|
||||||
Restricted
cash
|
243
|
1,040
|
||||||
Prepaid
and other current assets
|
2,074
|
2,589
|
||||||
Total
current
assets
|
39,055
|
30,291
|
||||||
Land
held for sale
|
1,955
|
--
|
||||||
Property
held for development
|
10,951
|
1,598
|
||||||
Property
under development
|
64,267
|
38,876
|
||||||
Property
& equipment, net
|
180,330
|
170,667
|
||||||
Investment
in unconsolidated joint ventures and entities
|
15,670
|
19,067
|
||||||
Investment
in Reading International Trust I
|
1,547
|
--
|
||||||
Goodwill
|
19,006
|
17,919
|
||||||
Intangible
assets, net
|
7,903
|
7,954
|
||||||
Other
assets
|
6,125
|
2,859
|
||||||
Total
assets
|
$ |
346,809
|
$ |
289,231
|
||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
payable and accrued liabilities
|
$ |
11,542
|
$ |
13,539
|
||||
Film
rent payable
|
3,504
|
4,642
|
||||||
Notes
payable – current portion
|
2,081
|
2,237
|
||||||
Note
payable to related party – current portion
|
5,000
|
5,000
|
||||||
Current
tax liabilities
|
4,401
|
9,128
|
||||||
Deferred
current revenue
|
2,144
|
2,565
|
||||||
Other
current liabilities
|
239
|
177
|
||||||
Total
current
liabilities
|
28,911
|
37,288
|
||||||
Notes
payable – long-term portion
|
110,508
|
113,975
|
||||||
Note
payable to related parties
|
9,000
|
9,000
|
||||||
Subordinated
debt
|
51,547
|
--
|
||||||
Noncurrent
tax liabilities
|
5,082
|
--
|
||||||
Deferred
non-current revenue
|
589
|
528
|
||||||
Other
liabilities
|
15,249
|
18,178
|
||||||
Total
liabilities
|
220,886
|
178,969
|
||||||
Commitments
and contingencies
|
--
|
--
|
||||||
Minority
interest in consolidated affiliates
|
2,453
|
2,603
|
||||||
Stockholders’
equity:
|
||||||||
Class
A Nonvoting Common Stock, par value $0.01, 100,000,000 shares authorized,
35,575,927 issued and 20,998,703 outstanding
at
September 30, 2007 and 35,558,089 issued and 20,980,865 outstanding
at
December 31, 2006
|
216
|
216
|
||||||
Class
B Voting Common Stock, par value $0.01, 20,000,000 shares authorized
and
1,495,490 issued and outstanding at September 30, 2007 and December
31,
2006
|
15
|
15
|
||||||
Nonvoting
Preferred Stock, par value $0.01, 12,000 shares authorized and no
outstanding shares
|
--
|
--
|
||||||
Additional
paid-in capital
|
131,711
|
128,399
|
||||||
Accumulated
deficit
|
(48,709 | ) | (50,058 | ) | ||||
Treasury
shares
|
(4,306 | ) | (4,306 | ) | ||||
Accumulated
other comprehensive income
|
44,543
|
33,393
|
||||||
Total
stockholders’ equity
|
123,470
|
107,659
|
||||||
Total
liabilities and stockholders’ equity
|
$ |
346,809
|
$ |
289,231
|