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): March 31, 2008
Reading International,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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1-8625
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95-3885184
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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500 Citadel Drive, Suite 300, Commerce,
California
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90040
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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1
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Item
2.02. Results of Operations and Financial
Condition.
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On March 31, 2008, Reading
International, Inc. issued a press release announcing information regarding its
results of operations and financial condition for the year ended December 31,
2007, a copy of which is attached as Exhibit 99.1.
Item 9.01. Financial
Statements and Exhibits.
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99.1
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Press
release issued by Reading International, Inc. pertaining to its results of
operations and financial condition for the year ended December 31,
2007.
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2
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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READING
INTERNATIONAL, INC.
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Date:
March 31, 2008
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By:
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/s/
Andrzej Matyczynski
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Name:
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Andrzej
Matyczynski
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Title:
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Chief
Financial Officer
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3
Reading
International Announces 2007 Results
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·
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Revenue from continuing
operations for the year was up
12.4% over
2006, to $119.2 million
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Los Angeles, California, - (PR
NEWSWIRE) –March 31, 2008 – Reading International, Inc. (AMEX: RDI)
announced today results for its year and fourth quarter ended December 31,
2007.
Twelve
Month 2007 Highlights
Consistent
with our business philosophy to be opportunistic in our cinema acquisitions and
to focus on modern stadium design mainstream cinemas, we have:
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·
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On
October 8, 2007, entered into agreements to acquire leasehold interests in
15 cinemas located in the United States, containing 181 screens and with
annual revenue of approximately $78.0 million. The aggregate
purchase price of the cinemas and related assets was $69.3
million. This acquisition closed on February 22,
2008;
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·
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On
June 28, 2007, we purchased the building associated with our Cinemas 1, 2
& 3 for $100,000 from Sutton Hill Capital (“SHC”). Our
option to purchase that building has been previously disclosed, and was
granted to us by SHC at the time that we acquired the underlying ground
lease from SHC on June 1, 2005. The Cinemas 1, 2 & 3 is
located on 3rd Avenue between 59th and 60th Streets in New York, New
York.
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·
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On
February 8, 2007, for a purchase price of $493,000 we purchased the
tenant’s interest in the ground lease underlying the building lease for
one of our domestic cinemas.
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and
with respect to the expansion of the real estate side of our
business:
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·
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On
July 27, 2007, we purchased a 64.0 acre parcel of undeveloped agricultural
real estate for approximately $9.3 million (NZ$12.1
million). We intend to rezone the property from its current
agricultural use to commercial use, and thereafter to redevelop the
property in accordance with its new zoning. No assurances can
be given that such rezoning will be achieved, or if achieved, that it will
occur in the near term.
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·
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On
June 29, 2007, we acquired a commercial property for $5.9 million (NZ$7.6
million), rented to an unrelated third party, to be held for current
income and long-term appreciation.
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·
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On
February 14, 2007, we acquired a 1.0 acre parcel of commercial real estate
for approximately $4.9 million (NZ$6.9 million). The property
is currently improved with a motel, but we anticipate that this use will
be discontinued as we renovate the property and sell the units as
condominiums. A portion of this property includes unimproved
land that we do not intend to
develop.
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·
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Through
December 31, 2007 we completed the sale of all 67 residential units
comprising our Place
57 residential condominium tower in Manhattan, in which we own a
25% interest. This leaves only the remaining retail unit
unsold.
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1
which
resulted in:
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·
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revenue
growth of 12.4% to $119.2 million, compared to $106.1 million in
2006;
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·
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operating
income of $5.1 million, compared to $2.4 million in
2006;
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·
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recognition
of an additional $1.3 million in earnings in 2007 (making $9.6 million in
total) from our 25% interest in the Place 57
development. Our total investment in this project was $3.0
million;
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·
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net
loss for the 2007 year of $2.1 million compared to net income of $3.9
million in 2006. The net change in income being predominantly
driven by the reduction in earnings from Place 57 in 2007
compared to 2006 as the majority of the project sales were in 2006;
and
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·
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EBITDA
(1)
of $20.0 million in 2007 compared to $25.9 million in 2006, the
reduction again being due to Place
57.
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Fourth
Quarter 2007 Discussion
Revenue
from continuing operations decreased from $29.3 million in Q4 2006 to $28.5
million in 2007, a 2.6% decrease or $767,000. The cinema revenue
decrease of $2.0 million was predominantly in the U.S. ($1.0 million lower than
last year) and New Zealand ($1.2 million lower than last year). This
reflected a poor product mix in the 2007 quarter, which included “The Bee Movie,” “Rush Hour 3,”
“National Treasure: Book of Secrets” and “The Golden
Compass.” This compared to a stronger 2006 quarter product
offering of “Borat,” “The
Departed,” “Casino Royale” and “The Queen.” The
increase in real estate revenue was across the geographies and resulted in a
$1.2 million increase, to $4.7 million in 2007.
Operating
expense at 73.2% was higher than the 2006 quarter 68.7%, driven by higher than
anticipated cinema costs in the 2007 quarter.
Depreciation
and amortization decreased by $261,000 or 8.0%, from $3.3 million in the 2006
quarter to $3.0 million in the 2007 quarter, primarily in Australia as a result
of cinema assets reaching the end of their depreciable lives.
General
and administrative expense increased by $1.2 million
or 33.1%, from $3.5 million to $4.7 million in the 2007 quarter. This
increase was primarily due to increased salary expense related to our Chief
Operating Officer, appointed in February of this year; legal and professional
fees associated principally with our real estate acquisition and investment
activities; and to our Supplemental Executive Retirement Plan, adopted in March
2007.
Net
interest expense increased by $647,000 or 41.8% for the 2007 quarter compared to
last year, primarily related to higher outstanding loan balances during the 2007
quarter compared to the 2006 quarter.
Other
income decreased by $2.4 million for the 2007 quarter compared to last
year. This decrease in other income was primarily related to our
Place 57 project. There were no units closed in the 2007 quarter
compared to 12 in the 2006 quarter as the project has now sold all of its
apartment units. The lone retail unit has not yet been
sold.
As a
result of the above, we reported a net loss of $4.0 million for the 2007 quarter
compared to a net income of $1.1 million in the 2006 quarter.
Our
EBITDA (1) at
$1.8 million for the 2007 quarter was $5.2 million lower than the 2006 quarter
of $7.0 million, predominantly driven by lower operating margins, higher general
and administrative expense and the reduction in Place 57 profit.
2
Twelve
Month 2007 Summary
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·
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Revenue
from continuing operations increased by 12.4% or $13.1 million, to $119.2
million in the twelve months of 2007 compared to 2006. This
increase was driven by strong circuit showings of “Shrek The Third,”
“Harry Potter & the
Order of the Phoenix,” “The Simpson Movie” and
“The Pirates of the
Caribbean: At World’s End.” While the U.S. cinema
revenue was flat to 2006, the Australian cinema revenue increased by $7.6
million and the New Zealand revenue by $1.9 million. The real
estate revenue increase of $3.7 million came predominantly from Australia
where a full year’s rent from the Newmarket ETRC retail component drove
the increase.
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·
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Operating
expense for the full year was managed in line with revenue growth and
compared favorably at 72.2% in 2007 to the 73.0% in
2006.
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·
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Depreciation
and amortization decreased by $1.3 million to $11.9 million in 2007 from
$13.2 million in 2006, driven primarily by several Australian cinema
assets reaching the end of their depreciable
lives.
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·
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General
and administrative expense increased by $3.1 million to $16.1 million in
2007 from $13.0 million in the 2006 period. The 2007 increase
was primarily related to increased corporate compensation expense related
to the granting of 70,000 fully vested options to our directors coupled
with an increase in director fees; to compensation for our Chief Operating
Officer, appointed in February 2007; legal and professional fees
associated principally with our real estate acquisition and investment
activities; and to our Supplemental Executive Retirement Plan, adopted in
March 2007.
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·
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Interest
expense increased by $1.6 million to $8.2 million in 2007 from $6.6 in
2006, due to increased borrowings and higher interest
rates.
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·
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Other
income decreased by $5.5 million to $2.0 million in 2007 from $7.5 million
in 2006, primarily due to $8.3 million of Place 57 earnings in
2006 reduced to $1.3 million in 2007 as the project was
completed.
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·
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During
2007, upon the fulfillment of our commitment, we recorded the release of a
deferred gain on the sale of a discontinued operation of $1.9 million
associated with a previously sold
property.
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·
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During
2006 we recorded a gain of $3.4 million on the sale of our 50% share of
the cinemas at Whangaparaoa, Takapuna and Mission Bay, New Zealand
formerly part of the Berkeley Cinemas Group joint
venture.
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As a
result, we reported a net loss of $2.1 million for the 2007 twelve months
compared to a net income of $3.9 million in the 2006 twelve months.
Our
reported EBITDA (1) at
$20.0 million for the twelve months of 2007 was $5.9 million lower than the
$25.9 million in the 2006 twelve months. However, adjusting 2007
for:
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·
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the
release of the deferred gain on sale of $1.9
million;
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·
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Place 57 earnings of
$1.3 million;
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·
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the
SHC Cinemas 123 option mark-to-market of $950,000;
and
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·
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$391,000
of expensed director stock option
costs,
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3
our
adjusted EBITDA (1) for
2007 was $18.1 million. Adjusting 2006 for:
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·
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the
gain on the joint venture sale of $3.4
million;
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·
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Place 57 earnings of
$8.3 million;
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·
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the
SHC Cinemas 123 option mark-to-market of $1.6
million;
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·
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and
the potential credit card claims of $1.2
million,
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our
adjusted EBITDA (1) for
2006 was $17.0 million. The result is that our adjusted EBITDA (1) from
continuing operations in the 2007 twelve months was still $1.1 million higher
than the 2006 twelve months.
Balance
Sheet
Our total
assets at December 31, 2007 were $346.1 million compared to $289.2 million at
December 31, 2006. The currency exchange rates for Australia and New
Zealand as of December 31, 2007 were $0.8776 and $0.7678, respectively, and as
of December 31, 2006, these rates were $0.7884 and $0.7046,
respectively. As a result, currency had a positive effect on the
balance sheet at December 31, 2007 compared to December 31, 2006.
Our cash
position at December 31, 2007 was $20.8 million compared to $11.0 million at
December 31, 2006.
In
October 2007, we negotiated an increase of our total borrowing limit of the
Australia Corporate Credit Facility from $87.8 million (AUS$100.0 million) to
$96.5 million (AUS$110.0 million). At December 31, 2007, we had drawn
a total of $85.8 million (AUS$97.7 million) against this facility and issued
lease guarantees as the lessee of $3.2 million (AUS$4.0 million) leaving an
available, undrawn balance of $7.2 million (AUS$8.3 million).
On June
29, 2007, we finalized the renegotiation of our New Zealand Corporate Credit
Facility as a $46.4 million (NZ$60.0 million) line of credit. During
February 2007, we paid off our term debt of this facility of $34.4 million
(NZ$50.0 million) as a use of the proceeds from our new subordinated notes
described below. At December 31, 2007 we had drawn only $2.5 million
(NZ$3.2 million) against this line of credit, leaving an available undrawn
balance of $43.9 million (NZ$56.8 million).
On June
28, 2007, Sutton Hill Properties, LLC (“SHP”), one of our consolidated
subsidiaries, entered into a $15.0 million loan that is secured by SHP’s
interest in the Cinemas 1, 2, & 3 land and building. SHP is owned
75% by Reading and 25% by Sutton Hill Capital, LLC (“SHC”), a joint venture
indirectly wholly owned by Mr. James J. Cotter, our Chairman and Chief Executive
Officer, and Mr. Michael Forman.
On
February 5, 2007, we issued $51.5 million in 20-year fully subordinated notes to
a trust which we control, and which in turn issued $51.5 million in securities.
The placement generated $49.9 million in net proceeds, which were used
principally to make our investment in the common trust securities of $1.5
million, to retire all of our bank indebtedness in New Zealand of $34.4 million
(NZ$50.0 million) and to retire a portion of our bank indebtedness in Australia
of $5.8 million (AUS$7.4 million).
Accordingly,
we believe that we have sufficient borrowing capacity under our New Zealand and
Australian corporate facilities, to meet our anticipated short-term working
capital requirements.
4
Our
working capital at December 31, 2007 was $6.3 million compared to a negative
working capital of $7.0 million at December 31, 2006. Negative
working capital is typical in the cinema industry, due to the lag time between
the collection of box office and concession receipts and the payment of film
distributors and vendors.
Requiring
estimated funding of approximately $500.0 million, our development in Burwood,
Australia will clearly not be funded from normal working capital even in a
phased approach. We have approached several financing sources who
have already given a high-level, favorable response to this
funding. However, we continue to investigate all options available to
us including debt financing, equity financing, and joint venture partnering to
achieve the optimal financing structure for this most significant
development.
Stockholders’
equity was $121.4 million at December 31, 2007 compared to $107.7 at December
31, 2006.
Subsequent
Events
Consolidated
Cinemas. On October 8, 2007, we entered into agreements to
acquire leasehold interests in 15 cinemas then owned by Pacific Theatres
Exhibition Corp. and its’ affiliates. The cinemas, which are located
in the United States, contain 181 screens with annual revenue of approximately
$78.0 million. The aggregate purchase price of the cinemas and
related assets is $69.3 million. This acquisition closed on February
22, 2008.
Taringa
Properties. Since the close of 2007, we have acquired or
entered into agreements to acquire approximately 50,000 square feet of property
in Taringa, Australia, comprising four contiguous properties, which we intend to
develop. The aggregate purchase price of these properties is $11.3
million (AUS$12.9 million), of which $1.7 million (AUS$2.0 million) relates to
the three properties that have been acquired and $9.6 million (AUS$10.9 million)
relates to the one property that is still under contract which is subject to
certain rezoning conditions.
About
Reading International, Inc.
Reading
International (http://www.readingrdi.com)
is in the business of owning and operating cinemas and developing, owning and
operating real estate assets. Our business consists primarily
of:
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·
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the
development, ownership and operation of multiplex cinemas in the United
States, Australia and New Zealand;
and
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·
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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.
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Reading
manages its worldwide cinema business under various different
brands:
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·
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in
the United States, under the
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o
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Reading
brand,
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o
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Angelika
Film Center brand (http://angelikafilmcenter.com/),
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o
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City
Cinemas brand (http://citycinemas.moviefone.com/),
and
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o
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Consolidated
brand (http://www.consolidatedtheatres.com/);
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5
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·
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in
Australia, under the Reading brand (http://www.readingcinemas.com.au/);
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·
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in
New Zealand, under the
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o
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Reading
(http://www.readingcinemas.co.nz),
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o
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Rialto
(http://www.rialto.co.nz),
and
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o
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Berkeley
Cinemas (http://www.berkeleycinemas.co.nz/)
brands.
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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 expectation 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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·
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With respect to our cinema
operations:
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o
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The number and attractiveness
to moviegoers of the films released in future
periods;
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o
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The amount of money spent by
film distributors to promote their motion
pictures;
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o
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The licensing fees and terms
required by film distributors from motion picture exhibitors in order to
exhibit their films;
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o
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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
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o
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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;”
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·
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With respect to our real
estate development and operation
activities:
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o
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The rental rates and
capitalization rates applicable to the markets in which we operate and the
quality of properties that we
own;
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o
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The extent to which we can
obtain on a timely basis the various land use approvals and entitlements
needed to develop our
properties;
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o
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The availability and cost of
labor and materials;
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o
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Competition for development
sites and tenants; and
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6
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o
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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;
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·
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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:
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o
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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;
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o
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The relative values of the
currency used in the countries in which we
operate;
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o
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Changes in government
regulation, including by way of example, the costs resulting from the
implementation of the requirements of Sarbanes
Oxley;
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o
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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);
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o
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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;
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o
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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
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o
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Changes in applicable
accounting policies and
practices.
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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 as 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, it naturally follows that 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.
Finally,
please understand that 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.
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:
Andrzej
Matyczynski, Chief Financial Officer
Reading
International, Inc. (213) 235-2240
[TABLES
FOLLOW]
7
Reading
International, Inc. and Subsidiaries
Supplemental
Data
Reconciliation of EBITDA to
Net Income (Loss) (Unaudited)
(dollars
in thousands, except per share amounts)
|
Statements of Operations
|
Three
Months Ended
December 31,
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Twelve
Months Ended
December 31,
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||||||
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2007
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2006
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2007
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2006
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|||||
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Revenue
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$28,562
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$29,329
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$119,235
|
$106,125
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||||
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Operating
expense
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||||||||
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Cinema/real
estate
|
20,903
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20,148
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86,080
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77,507
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|||
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Depreciation
and amortization
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2,988
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3,249
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11,921
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13,212
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||||
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General
and administrative
|
4,660
|
3,502
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16,085
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12,991
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||||
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Operating income
|
11
|
2,430
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5,149
|
2,415
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||||
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Interest
(expense), net
|
(2,195
|
) |
(1,548
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) |
(8,163
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) |
(6,608
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) |
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Other
income (expense)
|
(836
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) |
1,557
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2,040
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7,549
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|||
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Gain
on disposal of business operations
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--
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--
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1,912
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--
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||||
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Gain
on sale of unconsolidated entity
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--
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--
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--
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3,442
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||||
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Income
tax (expense)
|
(595)
|
(1,048
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) |
(2,038
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) |
(2,270
|
) | |
|
Minority
interest (expense)
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(346)
|
(247
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) |
(1,003
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) |
(672
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) | |
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|
||||||||
|
Net income (loss)
|
$(3,961)
|
$ 1,144
|
$ (2,103
|
) |
$
3,856
|
|||
|
Basic
earnings (loss) per share
|
$ (0.17
|
)
|
$ 0.05
|
$ (0.09
|
) |
$
0.17
|
||
|
Diluted
earnings (loss) per share
|
$ (0.17
|
) |
$ 0.05
|
$ (0.09
|
) |
$
0.17
|
||
|
|
||||||||
|
EBITDA(1)
|
$ 1,817
|
$ 6,989
|
$
20,019
|
$
25,946
|
||||
|
EBITDA(1)
change
|
-5,172
|
-5,927
|
||||||
|
(1)
|
EBITDA
presented above is net loss 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).
|
Reconciliation
of EBITDA to the net income (loss) is presented below:
|
Three
Months Ended
December 31,
|
Twelve
Months Ended
December 31,
|
|||||||||||||||
|
2007
|
2006
|
2007
|
2006
|
|||||||||||||
|
Net
income (loss)
|
$ | (3,961 | ) | $ | 1,144 | $ | (2,103 | ) | $ | 3,856 | ||||||
|
Add: Interest
expense, net
|
2,195 | 1,548 | 8,163 | 6,608 | ||||||||||||
|
Add: Income
tax provision
|
595 | 1,048 | 2,038 | 2,270 | ||||||||||||
|
Add: Depreciation
and amortization
|
2,988 | 3,249 | 11,921 | 13,212 | ||||||||||||
|
Adjustment for discontinued
operations
|
-- | -- | -- | -- | ||||||||||||
|
EBITDA
|
$ | 1,817 | $ | 6,989 | $ | 20,019 | $ | 25,946 | ||||||||
8
Reading
International, Inc. and Subsidiaries
Consolidated Statements of
Operations for the Three Years Ended December 31, 2007
(U.S.
dollars in thousands, except per share amounts)
|
Year Ended December 31,
|
||||||||||||
|
2007
|
2006
|
2005
|
||||||||||
|
Operating
revenue
|
||||||||||||
|
Cinema
|
$ | 103,467 | $ | 94,048 | $ | 86,760 | ||||||
|
Real estate
|
15,768 | 12,077 | 11,345 | |||||||||
|
Total operating
revenue
|
119,235 | 106,125 | 98,105 | |||||||||
|
Operating
expense
|
||||||||||||
|
Cinema
|
77,756 | 70,142 | 67,487 | |||||||||
|
Real estate
|
8,324 | 7,365 | 7,359 | |||||||||
|
Depreciation and
amortization
|
11,921 | 13,212 | 12,384 | |||||||||
|
General and
administrative
|
16,085 | 12,991 | 17,247 | |||||||||
|
Total operating
expense
|
114,086 | 103,710 | 104,477 | |||||||||
|
Operating
income (loss)
|
5,149 | 2,415 | (6,372 | ) | ||||||||
|
Non-operating
income (expense)
|
||||||||||||
|
Interest income
|
798 | 308 | 209 | |||||||||
|
Interest expense
|
(8,961 | ) | (6,916 | ) | (4,682 | ) | ||||||
|
Net loss on sale of
assets
|
(185 | ) | (45 | ) | (32 | ) | ||||||
|
Other income
(expense)
|
(320 | ) | (1,953 | ) | 51 | |||||||
|
Loss
before minority interest, discontinued operations, income tax
expense and equity earnings of unconsolidated joint ventures and
entities
|
(3,519 | ) | (6,191 | ) | (10,826 | ) | ||||||
|
Minority
interest
|
(1,003 | ) | (672 | ) | (579 | ) | ||||||
|
Loss
from continuing operations
|
(4,522 | ) | (6,863 | ) | (11,405 | ) | ||||||
|
Discontinued
operations:
|
||||||||||||
|
Gain on disposal of business
operations
|
1,912 | -- | 13,610 | |||||||||
|
Loss from discontinued operations,
net of tax
|
-- | -- | (1,379 | ) | ||||||||
|
Income
(loss) before income tax expense and equity earnings of unconsolidated
joint ventures and entities
|
(2,610 | ) | (6,863 | ) | 826 | |||||||
|
Income
tax expense
|
(2,038 | ) | (2,270 | ) | (1,209 | ) | ||||||
|
Loss
before equity earnings of unconsolidated joint ventures and
entities
|
(4,648 | ) | (9,133 | ) | (383 | ) | ||||||
|
Equity
earnings of unconsolidated joint ventures and entities
|
2,545 | 9,547 | 1,372 | |||||||||
|
Gain
on sale of unconsolidated joint venture
|
-- | 3,442 | -- | |||||||||
|
Net
income (loss)
|
$ | (2,103 | ) | $ | 3,856 | $ | 989 | |||||
|
Earnings
(loss) per common share – basic:
|
||||||||||||
|
Earnings
(loss) from continuing operations
|
$ | (0.18 | ) | $ | 0.17 | $ | (0.51 | ) | ||||
|
Earnings
from discontinued operations, net
|
0.09 | -- | 0.55 | |||||||||
|
Basic
earnings (loss) per share
|
$ | (0.09 | ) | $ | 0.17 | $ | 0.04 | |||||
|
Weighted
average number of shares outstanding – basic
|
22,478,145 | 22,425,941 | 22,249,967 | |||||||||
|
Earnings
(loss) per common share – diluted:
|
||||||||||||
|
Earnings
(loss) from continuing operations
|
$ | (0.18 | ) | $ | 0.17 | $ | (0.51 | ) | ||||
|
Earnings
from discontinued operations, net
|
0.09 | -- | 0.55 | |||||||||
|
Diluted
earnings (loss) per share
|
$ | (0.09 | ) | $ | 0.17 | $ | 0.04 | |||||
|
Weighted
average number of shares outstanding – diluted
|
22,478,145 | 22,674,818 | 22,249,967 | |||||||||
|
|
9
Reading
International, Inc. and Subsidiaries
Consolidated Balance Sheets
as of December 31, 2007 and 2006
(U.S.
dollars in thousands)
|
December 31,
|
||||||||
|
2007
|
2006
|
|||||||
|
ASSETS
|
||||||||
|
Current
Assets:
|
||||||||
|
Cash
and cash equivalents
|
$ | 20,782 | $ | 11,008 | ||||
|
Receivables
|
5,671 | 6,612 | ||||||
|
Inventory
|
654 | 606 | ||||||
|
Investment
in marketable securities
|
4,533 | 8,436 | ||||||
|
Restricted
cash
|
59 | 1,040 | ||||||
|
Prepaid
and other current assets
|
3,800 | 2,589 | ||||||
|
Total
current assets
|
35,499 | 30,291 | ||||||
|
Land
held for sale
|
1,984 | -- | ||||||
|
Property
held for development
|
11,068 | 1,598 | ||||||
|
Property
under development
|
66,787 | 38,876 | ||||||
|
Property
& equipment, net
|
178,174 | 170,667 | ||||||
|
Investment
in unconsolidated joint ventures and entities
|
15,480 | 19,067 | ||||||
|
Investment
in Reading International Trust I
|
1,547 | -- | ||||||
|
Goodwill
|
19,100 | 17,919 | ||||||
|
Intangible
assets, net
|
8,448 | 7,954 | ||||||
|
Other
assets
|
7,984 | 2,859 | ||||||
|
Total
assets
|
$ | 346,071 | $ | 289,231 | ||||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
|
Current
Liabilities:
|
||||||||
|
Accounts
payable and accrued liabilities
|
$ | 12,331 | $ | 13,539 | ||||
|
Film
rent payable
|
3,275 | 4,642 | ||||||
|
Notes
payable – current portion
|
395 | 2,237 | ||||||
|
Note
payable to related party – current portion
|
5,000 | 5,000 | ||||||
|
Taxes
payable
|
4,770 | 9,128 | ||||||
|
Deferred
current revenue
|
3,214 | 2,565 | ||||||
|
Other
current liabilities
|
169 | 177 | ||||||
|
Total current
liabilities
|
29,154 | 37,288 | ||||||
|
Notes
payable – long-term portion
|
111,253 | 113,975 | ||||||
|
Notes
payable to related party – long-term portion
|
9,000 | 9,000 | ||||||
|
Subordinated
debt
|
51,547 | -- | ||||||
|
Noncurrent
tax liabilities
|
5,418 | -- | ||||||
|
Deferred
non-current revenue
|
566 | 528 | ||||||
|
Other
liabilities
|
14,936 | 18,178 | ||||||
|
Total
liabilities
|
221,874 | 178,969 | ||||||
|
Commitments
and contingencies
|
||||||||
|
Minority
interest in consolidated affiliates
|
2,835 | 2,603 | ||||||
|
Stockholders’
equity:
|
||||||||
|
Class
A Nonvoting Common Stock, par value $0.01, 100,000,000 shares authorized,
35,564,339 issued and 20,987,115 outstanding at December 31, 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 December 31, 2007 and at December 31,
2006
|
15 | 15 | ||||||
|
Nonvoting
Preferred Stock, par value $0.01, 12,000 shares authorized and no
outstanding shares at December 31, 2007 and 2006
|
-- | -- | ||||||
|
Additional
paid-in capital
|
131,930 | 128,399 | ||||||
|
Accumulated
deficit
|
(52,670 | ) | (50,058 | ) | ||||
|
Treasury
shares
|
(4,306 | ) | (4,306 | ) | ||||
|
Accumulated
other comprehensive income
|
46,177 | 33,393 | ||||||
|
Total
stockholders’ equity
|
121,362 | 107,659 | ||||||
|
Total
liabilities and stockholders’ equity
|
$ | 346,071 | $ | 289,231 | ||||
10