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,
2008.
|
READING
INTERNATIONAL, INC.
|
||
Date:
November 7, 2008
|
By:
|
/s/
Andrzej Matyczynski
|
Name:
|
Andrzej
Matyczynski
|
|
Title:
|
Chief
Financial Officer
|
·
|
the
acquisition on February 22, 2008, of 15 cinemas with 181 screens in Hawaii
and California, the “Consolidated Entertainment”
acquisition;
|
·
|
the
recognition of a gain on the sale of our unconsolidated 50% interest in
the cinema at Botany Downs, Auckland, New
Zealand;
|
·
|
the
receipt of litigation and insurance proceeds offset by the non-recurrence
of sale revenues with respect to our Place 57 residential
condominium project. All of the condominium units in that
project have now been sold, with the exception of one retail unit;
and
|
·
|
the
decline in the value of the Australian and New Zealand dollars vis-à-vis
the US dollar from $0.8855 and $0.7568, respectively, as of September 30,
2007 to $0.7904 and $0.6690, respectively, as of September 30,
2008.
|
·
|
revenue
growth of $25.5 million or 81.9% to $56.5 million, compared to $31.0
million in the 2007 quarter;
|
·
|
net
loss from continuing operations of $2.1 million in the 2008 quarter
compared to net income from continuing operations of $870,000 in the 2007
quarter; but
|
·
|
an
EBITDA(1) of
$7.7 million in the 2008 quarter compared to $6.6 million in the 2007
quarter, an increase of 17.3%.
|
·
|
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.
|
·
|
in
the United States, under the
|
o
|
Reading
brand,
|
o
|
Angelika
Film Center brand (http://angelikafilmcenter.com/),
|
o
|
Consolidated
Theatres brand (http://www.consolidatedtheatres.com/),
and
|
o
|
City
Cinemas brand;
|
·
|
in
Australia, under the Reading brand (http://www.readingcinemas.com.au/);
and
|
·
|
in
New Zealand, under the
|
o
|
Reading
(http://www.readingcinemas.co.nz)
and
|
o
|
Rialto
(http://www.rialto.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
risks and uncertainties associated with real estate
development;
|
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,
|
|||||
2008
|
2007
|
2008
|
2007
|
||||
Revenue
|
$56,528
|
$31,077
|
$147,472
|
$86,949
|
|||
Operating
expense
|
|||||||
Cinema/real
estate
|
44,018
|
|
22,085
|
|
115,736
|
62,340
|
|
Depreciation
and amortization
|
4,877
|
2,647
|
13,829
|
7,970
|
|||
General
and administrative
|
4,397
|
3,871
|
13,993
|
11,424
|
|||
Operating income
|
3,236
|
2,474
|
3,914
|
5,215
|
|||
Interest
expense, net
|
(3,962)
|
(2,277)
|
(9,832)
|
(5,978)
|
|||
Other
income
|
(739)
|
1,291
|
2,850
|
2,876
|
|||
Gain
on sale of discontinued operations
|
178
|
45
|
371
|
1,845
|
|||
Gain
on sale of unconsolidated entity
|
--
|
--
|
2,450
|
--
|
|||
Income
tax expense
|
(689)
|
(501)
|
(1,513)
|
(1,443)
|
|||
Minority
interest expense
|
(85)
|
(162)
|
(246)
|
(657)
|
|||
Net (loss) income
|
$(2,061)
|
$
870
|
$ (2,006)
|
$
1,858
|
|||
Basic
(loss) earnings per share
|
$ (0.09)
|
$
0.04
|
$ (0.09)
|
$
0.08
|
|||
Diluted
(loss) earnings per share
|
$ (0.09)
|
$
0.04
|
$ (0.09)
|
$
0.08
|
|||
EBITDA*
|
$7,686
|
$ 6,555
|
$
23,851
|
$18,202
|
|||
EBITDA*
change
|
$
1,131
|
$
5,649
|
*
|
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,
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
Net
(loss) income
|
$ | (2,061 | ) | $ | 870 | $ | (2,006 | ) | $ | 1,858 | ||||||
Add:Interest
expense, net
|
3,962 | 2,277 | 9,832 | 5,978 | ||||||||||||
Add:Income
tax provision
|
689 | 501 | 1,513 | 1,443 | ||||||||||||
Add:Depreciation
and amortization
|
4,877 | 2,647 | 13,829 | 7,970 | ||||||||||||
Add: EBITDA
adjustment for discontinued operations
|
219 | 260 | 683 | 953 | ||||||||||||
EBITDA
|
$ | 7,686 | $ | 6,555 | $ | 23,851 | $ | 18,202 |
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
Revenue
|
||||||||||||||||
Cinema
|
$ | 52,909 | $ | 28,009 | $ | 135,693 | $ | 76,825 | ||||||||
Real
estate
|
3,619 | 3,068 | 11,779 | 10,124 | ||||||||||||
56,528 | 31,077 | 147,472 | 86,949 | |||||||||||||
Operating
expense
|
||||||||||||||||
Cinema
|
41,765 | 20,041 | 109,597 | 56,878 | ||||||||||||
Real
estate
|
2,253 | 2,044 | 6,139 | 5,462 | ||||||||||||
Depreciation
and amortization
|
4,877 | 2,647 | 13,829 | 7,970 | ||||||||||||
General
and administrative
|
4,397 | 3,871 | 13,993 | 11,424 | ||||||||||||
53,292 | 28,603 | 143,558 | 81,734 | |||||||||||||
Operating
income
|
3,236 | 2,474 | 3,914 | 5,215 | ||||||||||||
Interest
income
|
221 | 329 | 829 | 558 | ||||||||||||
Interest
expense
|
(4,183 | ) | (2,606 | ) | (10,661 | ) | (6,536 | ) | ||||||||
Loss
on sale of assets
|
-- | -- | -- | (185 | ) | |||||||||||
Other
income
|
(1,009 | ) | 707 | 2,033 | 435 | |||||||||||
Income
(loss) before minority interest expense, discontinued operations, income
tax expense, and equity earnings of unconsolidated joint ventures and
entities
|
(1,735 | ) | 904 | (3,885 | ) | (513 | ) | |||||||||
Minority
interest expense
|
(85 | ) | (162 | ) | (246 | ) | (657 | ) | ||||||||
Income
(loss) before discontinued operations, income tax expense, and equity
earnings of unconsolidated joint ventures and entities
|
(1,820 | ) | 742 | (4,131 | ) | (1,170 | ) | |||||||||
Gain
on sale of a discontinued operation, net of tax
|
-- | -- | -- | 1,912 | ||||||||||||
Income
(loss) from discontinued operations, net of tax
|
178 | 45 | 371 | (67 | ) | |||||||||||
Income
(loss) before income tax expense and equity earnings of unconsolidated
joint ventures and entities
|
(1,642 | ) | 787 | (3,760 | ) | 675 | ||||||||||
Income
tax expense
|
(689 | ) | (501 | ) | (1,513 | ) | (1,443 | ) | ||||||||
Income
(loss) before equity earnings of unconsolidated joint ventures and
entities
|
(2,331 | ) | 286 | (5,273 | ) | (768 | ) | |||||||||
Equity
earnings of unconsolidated joint ventures and entities
|
270 | 584 | 817 | 2,626 | ||||||||||||
Gain
on sale of unconsolidated entity
|
-- | -- | 2,450 | -- | ||||||||||||
Net
income (loss)
|
$ | (2,061 | ) | $ | 870 | $ | (2,006 | ) | $ | 1,858 | ||||||
Earnings
(loss) per common share – basic and diluted:
|
||||||||||||||||
Earnings (loss) from continuing
operations
|
$ | (0.10 | ) | $ | 0.04 | $ | (0.11 | ) | $ | 0.00 | ||||||
Earnings from discontinued
operations
|
0.01 | 0.00 | 0.02 | 0.08 | ||||||||||||
Basic
and diluted earnings (loss) per share
|
$ | (0.09 | ) | $ | 0.04 | $ | (0.09 | ) | $ | 0.08 | ||||||
Weighted
average number of shares outstanding – basic
|
22,476,904 | 22,487,943 | 22,476,514 | 22,486,395 | ||||||||||||
Weighted
average number of shares outstanding – dilutive
|
22,476,904 | 22,761,270 | 22,476,514 | 22,759,723 |
September
30,
2008
|
December
31,
2007
|
|||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents
|
$ | 25,119 | $ | 20,783 | ||||
Receivables
|
7,220 | 5,670 | ||||||
Inventory
|
695 | 654 | ||||||
Investment
in marketable securities
|
4,085 | 4,533 | ||||||
Restricted
cash
|
-- | 59 | ||||||
Assets
held for sale
|
22,775 | 25,942 | ||||||
Prepaid
and other current assets
|
2,334 | 3,799 | ||||||
Total
current assets
|
62,228 | 61,440 | ||||||
Land
held for sale
|
-- | 1,984 | ||||||
Property
held for development
|
7,304 | 9,289 | ||||||
Property
under development
|
69,387 | 66,787 | ||||||
Property
& equipment, net
|
179,789 | 154,011 | ||||||
Investments
in unconsolidated joint ventures and entities
|
13,603 | 15,480 | ||||||
Investment
in Reading International Trust I
|
1,547 | 1,547 | ||||||
Goodwill
|
23,808 | 19,100 | ||||||
Intangible
assets, net
|
23,999 | 8,448 | ||||||
Other
assets
|
10,483 | 7,985 | ||||||
Total
assets
|
$ | 392,148 | $ | 346,071 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
payable and accrued liabilities
|
$ | 11,634 | $ | 12,331 | ||||
Film
rent payable
|
4,326 | 3,275 | ||||||
Notes
payable – current portion
|
1,533 | 395 | ||||||
Note
payable to related party – current portion
|
-- | 5,000 | ||||||
Taxes
payable
|
6,115 | 4,770 | ||||||
Deferred
current revenue
|
3,130 | 3,214 | ||||||
Liabilities
of assets held for sale
|
-- | -- | ||||||
Other
current liabilities
|
202 | 169 | ||||||
Total
current liabilities
|
26,940 | 29,154 | ||||||
Notes
payable – long-term portion
|
173,774 | 111,253 | ||||||
Notes
payable to related party – long-term portion
|
14,000 | 9,000 | ||||||
Subordinated
debt
|
51,547 | 51,547 | ||||||
Noncurrent
tax liabilities
|
6,070 | 5,418 | ||||||
Deferred
non-current revenue
|
609 | 566 | ||||||
Other
liabilities
|
17,654 | 14,936 | ||||||
Total
liabilities
|
290,594 | 221,874 | ||||||
Commitments
and contingencies
|
||||||||
Minority
interest in consolidated affiliates
|
2,288 | 2,835 | ||||||
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 September 30, 2008 and at
December 31, 2007
|
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, 2008 and at December 31,
2007
|
15 | 15 | ||||||
Nonvoting
Preferred Stock, par value $0.01, 12,000 shares authorized and no
outstanding shares
|
-- | -- | ||||||
Additional
paid-in capital
|
132,838 | 131,930 | ||||||
Accumulated
deficit
|
(54,676 | ) | (52,670 | ) | ||||
Treasury
shares
|
(4,306 | ) | (4,306 | ) | ||||
Accumulated
other comprehensive income
|
25,179 | 46,177 | ||||||
Total
stockholders’ equity
|
99,266 | 121,362 | ||||||
Total
liabilities and stockholders’ equity
|
$ | 392,148 | $ | 346,071 |