þ
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
|
NEVADA
(State
or other jurisdiction of incorporation or organization)
|
95-3885184
(IRS
Employer Identification No.)
|
500
Citadel Drive, Suite 300
Commerce CA
(Address
of principal executive offices)
|
90040
(Zip
Code)
|
Page
|
|
March
31,
2009
|
December
31,
2008
|
|||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents
|
$ | 14,511 | $ | 30,874 | ||||
Receivables
|
7,319 | 7,868 | ||||||
Inventory
|
645 | 797 | ||||||
Investment
in marketable securities
|
2,326 | 3,100 | ||||||
Restricted
cash
|
1,223 | 1,656 | ||||||
Assets
held for sale
|
19,948 | 20,119 | ||||||
Prepaid
and other current assets
|
3,091 | 2,324 | ||||||
Total
current assets
|
49,063 | 66,738 | ||||||
Property
held for and under development
|
68,169 | 67,600 | ||||||
Property
& equipment, net
|
151,084 | 154,959 | ||||||
Investments
in unconsolidated joint ventures and entities
|
11,861 | 11,643 | ||||||
Investment
in Reading International Trust I
|
1,547 | 1,547 | ||||||
Investment
in Reading International Trust Preferred Securities (net of $11,363
discount)
|
11,463 | -- | ||||||
Goodwill
|
34,590 | 34,964 | ||||||
Intangible
assets, net
|
24,452 | 25,118 | ||||||
Other
assets
|
9,116 | 9,301 | ||||||
Total
assets
|
$ | 361,345 | $ | 371,870 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
payable and accrued liabilities
|
$ | 12,042 | $ | 13,170 | ||||
Film
rent payable
|
5,399 | 7,315 | ||||||
Notes
payable – current portion
|
7,967 | 1,347 | ||||||
Taxes
payable
|
6,335 | 6,425 | ||||||
Deferred
current revenue
|
4,646 | 5,645 | ||||||
Other
current liabilities
|
206 | 201 | ||||||
Total
current liabilities
|
36,595 | 34,103 | ||||||
Notes
payable – long-term portion
|
163,206 | 172,268 | ||||||
Notes
payable to related party – long-term portion
|
14,000 | 14,000 | ||||||
Subordinated
debt
|
51,547 | 51,547 | ||||||
Noncurrent
tax liabilities
|
6,475 | 6,347 | ||||||
Deferred
non-current revenue
|
573 | 554 | ||||||
Other
liabilities
|
24,758 | 23,604 | ||||||
Total
liabilities
|
297,154 | 302,423 | ||||||
Commitments
and contingencies (Note 13)
|
||||||||
Stockholders’
equity:
|
||||||||
Class
A Nonvoting Common Stock, par value $0.01, 100,000,000 shares authorized,
35,564,339 issued and 21,084,582 outstanding at March 31, 2009 and
35,564,339 issued and 20,987,115 outstanding at December 31,
2008
|
216 | 216 | ||||||
Class
B Voting Common Stock, par value $0.01, 20,000,000 shares authorized and
1,495,490 issued and outstanding at March 31, 2009 and at December 31,
2008
|
15 | 15 | ||||||
Nonvoting
Preferred Stock, par value $0.01, 12,000 shares authorized and no
outstanding shares
|
-- | -- | ||||||
Additional
paid-in capital
|
134,123 | 133,906 | ||||||
Accumulated
deficit
|
(72,870 | ) | (69,477 | ) | ||||
Treasury
shares
|
(4,306 | ) | (4,306 | ) | ||||
Accumulated
other comprehensive income
|
4,995 | 7,276 | ||||||
Total
Reading International, Inc. stockholders’ equity
|
62,173 | 67,630 | ||||||
Noncontrolling
interest
|
2,018 | 1,817 | ||||||
Total
stockholders’ equity
|
64,191 | 69,447 | ||||||
Total
liabilities and stockholders’ equity
|
$ | 361,345 | $ | 371,870 |
Three
Months Ended
March
31,
|
||||||||
2009
|
2008
|
|||||||
Revenue
|
||||||||
Cinema
|
$ | 42,773 | $ | 34,347 | ||||
Real
estate
|
3,347 | 4,135 | ||||||
46,120 | 38,482 | |||||||
Operating
expense
|
||||||||
Cinema
|
33,422 | 26,727 | ||||||
Real
estate
|
2,764 | 1,848 | ||||||
Depreciation
and amortization
|
3,837 | 3,657 | ||||||
General
and administrative
|
4,435 | 4,688 | ||||||
44,458 | 36,920 | |||||||
Operating
income
|
1,662 | 1,562 | ||||||
Interest
income
|
517 | 237 | ||||||
Interest
expense
|
(4,907 | ) | (3,075 | ) | ||||
Other
income (expense)
|
(795 | ) | 1,377 | |||||
Income
(loss) before discontinued operations, income tax expense, and equity
earnings of unconsolidated joint ventures and entities
|
(3,523 | ) | 101 | |||||
Income
from discontinued operations, net of tax
|
224 | 74 | ||||||
Income
(loss) before income tax expense and equity earnings of unconsolidated
joint ventures and entities
|
(3,299 | ) | 175 | |||||
Income
tax expense
|
(351 | ) | (417 | ) | ||||
Loss
before equity earnings of unconsolidated joint ventures and
entities
|
(3,650 | ) | (242 | ) | ||||
Equity
earnings of unconsolidated joint ventures and entities
|
495 | 359 | ||||||
Net
income (loss)
|
$ | (3,155 | ) | $ | 117 | |||
Net
loss attributable to the noncontrolling interest
|
(238 | ) | (343 | ) | ||||
Net
loss attributable to Reading International, Inc. common
shareholders
|
$ | (3,393 | ) | $ | (226 | ) | ||
Earnings
(loss) per common share of Reading International, Inc. – basic and
diluted:
|
||||||||
Loss
from continued operations
|
$ | (0.16 | ) | $ | (0.01 | ) | ||
Earnings
from discontinued operations
|
0.01 | 0.00 | ||||||
Basic
and diluted loss per share attributable to Reading International, Inc.
common shareholders
|
$ | (0.15 | ) | $ | (0.01 | ) | ||
Weighted
average number of shares outstanding – basic
|
22,573,737 | 22,476,355 | ||||||
Weighted
average number of shares outstanding – dilutive
|
22,573,737 | 22,476,355 | ||||||
Amounts
attributable to Reading International, Inc. common
shareholders
|
||||||||
Income
from continuing operations, net of tax
|
(3,617 | ) | (300 | ) | ||||
Discontinued
operations, net of tax
|
224 | 74 | ||||||
Net
loss
|
$ | (3,393 | ) | $ | (226 | ) |
Three
Months Ended
|
||||||||
March
31,
|
||||||||
2009
|
2008
|
|||||||
Operating
Activities
|
||||||||
Net
income (loss)
|
$ | (3,155 | ) | $ | 117 | |||
Adjustments
to reconcile net income (loss) to net cash provided by (used in) operating
activities:
|
||||||||
Loss
recognized on foreign currency transactions
|
63 | -- | ||||||
Equity
earnings of unconsolidated joint ventures and entities
|
(495 | ) | (359 | ) | ||||
Distributions
of earnings from unconsolidated joint ventures and
entities
|
166 | 290 | ||||||
Loss
provision on marketable securities
|
746 | -- | ||||||
Depreciation
and amortization
|
3,837 | 3,882 | ||||||
Amortization
of prior service costs
|
71 | 71 | ||||||
Amortization
of above and below market leases
|
200 | 116 | ||||||
Amortization
of deferred financing costs
|
531 | 82 | ||||||
Amortization
of straight-line rent
|
335 | 74 | ||||||
Stock
based compensation expense
|
216 | 256 | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Decrease
in receivables
|
490 | 550 | ||||||
Increase
in prepaid and other assets
|
(947 | ) | (557 | ) | ||||
Increase
(decrease) in accounts payable and accrued expenses
|
(979 | ) | 1,737 | |||||
Increase
(decrease) in film rent payable
|
(1,853 | ) | 2,599 | |||||
Increase
in deferred revenues and other liabilities
|
44 | 235 | ||||||
Net
cash provided by (used in) operating activities
|
(730 | ) | 9,093 | |||||
Investing
activities
|
||||||||
Acquisitions
|
-- | (51,746 | ) | |||||
Acquisition
deposit returned
|
-- | 2,000 | ||||||
Purchases
of and additions to property and equipment
|
(1,789 | ) | (5,241 | ) | ||||
Change
in restricted cash
|
433 | -- | ||||||
Purchase
of marketable securities
|
(11,463 | ) | -- | |||||
Investments
in unconsolidated joint ventures and entities
|
-- | (333 | ) | |||||
Distributions
of investment in unconsolidated joint ventures and
entities
|
-- | 5 | ||||||
Option
proceeds related to property held for sale
|
265 | -- | ||||||
Net
cash used in investing activities
|
(12,554 | ) | (55,315 | ) | ||||
Financing
activities
|
||||||||
Repayment
of long-term borrowings
|
(3,085 | ) | (219 | ) | ||||
Proceeds
from borrowings
|
1,179 | 58,225 | ||||||
Capitalized
borrowing costs
|
-- | (2,449 | ) | |||||
Noncontrolling
interest distributions
|
(36 | ) | (159 | ) | ||||
Net
cash provided by (used in) financing activities
|
(1,942 | ) | 55,398 | |||||
Effect
of exchange rate changes on cash and cash equivalents
|
(1,137 | ) | 483 | |||||
Increase
(decrease) in cash and cash equivalents
|
(16,363 | ) | 9,659 | |||||
Cash
and cash equivalents at beginning of period
|
30,874 | 20,782 | ||||||
Cash
and cash equivalents at end of period
|
$ | 14,511 | $ | 30,441 | ||||
Supplemental
Disclosures
|
||||||||
Interest paid
|
$ | 3,404 | $ | 3,657 | ||||
Income taxes paid
|
$ | 99 | $ | 56 | ||||
Non-cash
transactions
|
||||||||
Exchange of marketable securities
for Reading International Trust I securities
|
$ | 11,463 | $ | -- | ||||
Note payable due to Seller issued
for acquisition
|
$ | -- | $ | 21,000 |
·
|
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.
|
Non-Vested
Restricted Stock
|
Fair
Value at Grant Date
|
|||||||
Outstanding
– December 31, 2008
|
33,621 | $ | 574 | |||||
Vested
|
(10,948 | ) | $ | (150 | ) | |||
Outstanding
– March 31, 2008
|
22,673 | $ | 424 |
Common Stock Options
Outstanding
|
Weighted Average Exercise
Price of Options
Outstanding
|
Common Stock Exercisable
Options
|
Weighted Average
Price of Exercisable
Options
|
|||||||||||||||||||||||||||||
Class
A
|
Class
B
|
Class
A
|
Class
B
|
Class
A
|
Class
B
|
Class
A
|
Class
B
|
|||||||||||||||||||||||||
Outstanding-
January 1, 2008
|
577,850 | 185,100 | $ | 5.60 | $ | 9.90 | 477,850 | 35,100 | $ | 4.72 | $ | 8.47 | ||||||||||||||||||||
No activity during the
period
|
-- | -- | $ | -- | $ | -- | ||||||||||||||||||||||||||
Outstanding-
December 31, 2008
|
577,850 | 185,100 | $ | 5.60 | $ | 9.90 | 525,350 | 110,100 | $ | 5.19 | $ | 9.67 | ||||||||||||||||||||
Expired options
|
-- | (35,100 | ) | $ | -- | $ | 8.47 | |||||||||||||||||||||||||
Outstanding-March
31, 2009
|
577,850 | 150,000 | $ | 5.60 | $ | 10.24 | 525,350 | 75,000 | $ | 5.19 | $ | 10.24 |
Three
months ended March 31, 2009
|
Cinema
|
Real
Estate
|
Intersegment
Eliminations
|
Total
|
||||||||||||
Revenue
|
$ | 42,773 | $ | 5,663 | $ | (2,316 | ) | $ | 46,120 | |||||||
Operating
expense
|
35,738 | 2,764 | (2,316 | ) | 36,186 | |||||||||||
Depreciation
& amortization
|
2,902 | 681 | -- | 3,583 | ||||||||||||
General
& administrative expense
|
802 | 181 | -- | 983 | ||||||||||||
Segment
operating income
|
$ | 3,331 | $ | 2,037 | $ | -- | $ | 5,368 | ||||||||
Three
months ended March 31, 2008
|
Cinema
|
Real
Estate
|
Intersegment
Eliminations
|
Total
|
||||||||||||
Revenue
|
$ | 34,347 | $ | 5,524 | $ | (1,389 | ) | $ | 38,482 | |||||||
Operating
expense
|
28,116 | 1,848 | (1,389 | ) | 28,575 | |||||||||||
Depreciation
& amortization
|
2,594 | 885 | -- | 3,479 | ||||||||||||
General
& administrative expense
|
770 | 247 | -- | 1,017 | ||||||||||||
Segment
operating income
|
$ | 2,867 | $ | 2,544 | $ | -- | $ | 5,411 |
Reconciliation
to net loss attributable to Reading International, Inc.
shareholders:
|
2009
Quarter
|
2008
Quarter
|
||||||
Total
segment operating income
|
$ | 5,368 | $ | 5,411 | ||||
Non-segment:
|
||||||||
Depreciation and amortization
expense
|
254 | 178 | ||||||
General and administrative
expense
|
3,452 | 3,671 | ||||||
Operating
income
|
1,662 | 1,562 | ||||||
Interest expense,
net
|
(4,390 | ) | (2,838 | ) | ||||
Other income
(expense)
|
(795 | ) | 1,377 | |||||
Income from discontinued
operation
|
224 | 74 | ||||||
Income tax
expense
|
(351 | ) | (417 | ) | ||||
Equity earnings of
unconsolidated joint ventures and entities
|
495 | 359 | ||||||
Net
income (loss)
|
(3,155 | ) | 117 | |||||
Net
loss attributable to the noncontrolling interest
|
(238 | ) | (343 | ) | ||||
Net
loss attributable to Reading International, Inc. common
shareholders
|
$ | (3,393 | ) | $ | (226 | ) |
US
Dollar
|
||||||||
March
31, 2009
|
December
31, 2008
|
|||||||
Australian
Dollar
|
$ | 0.6926 | $ | 0.6983 | ||||
New
Zealand Dollar
|
$ | 0.5715 | $ | 0.5815 |
Three
Months Ending
March
31,
|
||||||||
2009
|
2008
|
|||||||
Loss
from continuing operations
|
$ | (3,617 | ) | $ | (300 | ) | ||
Income
from discontinued operations
|
224 | 74 | ||||||
Net
loss attributable to Reading International, Inc.
shareholders
|
$ | (3,393 | ) | $ | (226 | ) | ||
Earnings
(loss) per common share of Reading International, Inc. – basic and
diluted:
|
||||||||
Loss
from continued operations
|
$ | (0.16 | ) | $ | (0.01 | ) | ||
Earnings
from discontinued operations
|
0.01 | 0.00 | ||||||
Basic
and diluted loss per share attributable to Reading International, Inc.
common shareholders
|
$ | (0.15 | ) | $ | (0.01 | ) | ||
Weighted
average common stock - basic
|
22,573,737 | 22,476,355 | ||||||
Weighted
average common stock – dilutive
|
22,573,737 | 22,476,355 |
Property
Held For and Under Development
|
March
31,
2009
|
December
31,
2008
|
||||||
Land
|
$ | 35,596 | $ | 35,967 | ||||
Construction-in-progress
(including capitalized interest)
|
32,573 | 31,633 | ||||||
Property
held for and under development
|
$ | 68,169 | $ | 67,600 |
Property
and equipment
|
March
31,
2009
|
December
31,
2008
|
||||||
Land
|
$ | 50,554 | $ | 49,885 | ||||
Building
|
76,813 | 77,660 | ||||||
Leasehold
interests
|
32,529 | 31,991 | ||||||
Construction-in-progress
|
1,014 | 487 | ||||||
Fixtures
and equipment
|
58,981 | 60,808 | ||||||
219,891 | 220,831 | |||||||
Less:
accumulated depreciation
|
(68,807 | ) | (65,872 | ) | ||||
Property
and equipment, net
|
$ | 151,084 | $ | 154,959 |
Interest
|
March
31,
2009
|
December
31,
2008
|
||||||||||
Malulani
Investments, Limited
|
18.4 | % | $ | 1,800 | $ | 1,800 | ||||||
Rialto
Distribution
|
33.3 | % | 824 | 896 | ||||||||
Rialto
Cinemas
|
50.0 | % | 3,753 | 3,763 | ||||||||
205-209
East 57th
Street Associates, LLC
|
25.0 | % | 1,521 | 1,216 | ||||||||
Mt.
Gravatt Cinema
|
33.3 | % | 3,963 | 3,968 | ||||||||
Total
investments
|
$ | 11,861 | $ | 11,643 |
Three
Months Ended
March
31,
|
||||||||
2009
|
2008
|
|||||||
Rialto
Distribution
|
$ | (91 | ) | $ | 57 | |||
Rialto
Cinemas
|
88 | 33 | ||||||
205-209
East 57th
Street Associates, LLC
|
304 | -- | ||||||
Mt.
Gravatt Cinema
|
194 | 264 | ||||||
Berkeley
Cinema – Botany
|
-- | 87 | ||||||
Other
|
-- | (82 | ) | |||||
Total
equity earnings
|
$ | 495 | $ | 359 |
Cinema
|
Real
Estate
|
Total
|
||||||||||
Balance
as of December 31, 2008
|
$ | 29,888 | $ | 5,076 | $ | 34,964 | ||||||
Change
in goodwill due to a purchase price adjustment
|
(226 | ) | -- | (226 | ) | |||||||
Foreign
currency translation adjustment
|
(136 | ) | (12 | ) | (148 | ) | ||||||
Balance
at March 31, 2009
|
$ | 29,526 | $ | 5,064 | $ | 34,590 |
As
of March 31, 2009
|
Beneficial
Leases
|
Trade
name
|
Option
Fee
|
Other
Intangible Assets
|
Total
|
|||||||||||||||
Gross
carrying amount
|
$ | 23,797 | $ | 7,220 | $ | 2,773 | $ | 440 | $ | 34,230 | ||||||||||
Less:
Accumulated amortization
|
6,001 | 1,021 | 2,639 | 117 | 9,778 | |||||||||||||||
Total,
net
|
$ | 17,796 | $ | 6,199 | $ | 134 | $ | 323 | $ | 24,452 |
As
of December 31, 2008
|
Beneficial
Leases
|
Trade
name
|
Option
Fee
|
Other
Intangible Assets
|
Total
|
|||||||||||||||
Gross
carrying amount
|
$ | 23,815 | $ | 7,220 | $ | 2,773 | $ | 440 | $ | 34,248 | ||||||||||
Less:
Accumulated amortization
|
5,743 | 678 | 2,616 | 93 | 9,130 | |||||||||||||||
Total,
net
|
$ | 18,072 | $ | 6,542 | $ | 157 | $ | 347 | $ | 25,118 |
March
31,
2009
|
December
31,
2008
|
|||||||
Prepaid
and other current assets
|
||||||||
Prepaid
expenses
|
$ | 2,020 | $ | 518 | ||||
Prepaid taxes
|
482 | 546 | ||||||
Deposits
|
302 | 307 | ||||||
Other
|
287 | 953 | ||||||
Total prepaid and other current
assets
|
$ | 3,091 | $ | 2,324 | ||||
Other
non-current assets
|
||||||||
Other non-cinema and non-rental
real estate assets
|
$ | 1,134 | $ | 1,140 | ||||
Long-term restricted
cash
|
236 | 209 | ||||||
Deferred financing costs,
net
|
5,360 | 5,773 | ||||||
Other
receivables
|
1,678 | 1,586 | ||||||
Other
|
708 | 593 | ||||||
Total non-current
assets
|
$ | 9,116 | $ | 9,301 |
Three
Months Ended
March
31,
|
||||||||
2009
|
2008
|
|||||||
Foreign
income tax provision
|
$ | 58 | $ | 69 | ||||
Foreign
withholding tax
|
157 | 188 | ||||||
Federal
income tax provision
|
127 | 127 | ||||||
Other
income tax
|
9 | 33 | ||||||
Net
tax provision
|
$ | 351 | $ | 417 |
Name
of Note Payable or Security
|
March
31, 2009
|
December
31, 2008
|
Maturity
Date
|
March
31, 2009 Balance
|
December
31, 2008
Balance
|
||||||||||||
Australian
Corporate Credit Facility
|
5.62%
|
5.54%
|
June
30, 2011
|
$ | 69,607 | $ | 70,179 | ||||||||||
Australian
Shopping Center Loans
|
--
|
--
|
2009-2013
|
727 | 733 | ||||||||||||
Australian
Construction Loan
|
5.07%
|
6.26%
|
January
1, 2015
|
4,693 | 3,458 | ||||||||||||
New
Zealand Corporate Credit Facility
|
4.30%
|
6.10%
|
November
23, 2010
|
8,572 | 8,723 | ||||||||||||
Trust
Preferred Securities
|
9.22%
|
9.22%
|
April
30, 2027
|
51,547 | 51,547 | ||||||||||||
US
Euro-Hypo Loan
|
6.73%
|
6.73%
|
July
11, 2012
|
15,000 | 15,000 | ||||||||||||
US
GE Capital Term Loan
|
6.82%
|
6.82%
|
February
21, 2013
|
38,000 | 41,000 | ||||||||||||
US
Liberty Theatres Term Loans
|
6.20%
|
6.20%
|
April
1, 2013
|
6,958 | 6,990 | ||||||||||||
US
Nationwide Loan 1
|
6.50
- 7.50%
|
6.50
- 7.50%
|
February
21, 2013
|
18,963 | 18,857 | ||||||||||||
US
Nationwide Loan 2
|
8.50%
|
8.50%
|
February
21, 2011
|
1,590 | 1,559 | ||||||||||||
US
Sutton Hill Capital Note 1 – Related Party
|
10.34%
|
10.34%
|
December
31, 2010
|
5,000 | 5,000 | ||||||||||||
US
Sutton Hill Capital Note 2 – Related Party
|
8.25%
|
8.25%
|
December
31, 2010
|
9,000 | 9,000 | ||||||||||||
US
Union Square Theatre Term Loan
|
6.26%
|
6.26%
|
January
1, 2010
|
7,063 | 7,116 | ||||||||||||
Total
|
$ | 236,720 | $ | 239,162 |
March
31, 2009
|
December
31, 2008
|
|||||||
Current
liabilities
|
||||||||
Security deposit
payable
|
$ | 180 | $ | 210 | ||||
Other
|
26 | (9 | ) | |||||
Other current
liabilities
|
$ | 206 | $ | 201 | ||||
Other
liabilities
|
||||||||
Foreign withholding
taxes
|
$ | 5,815 | $ | 5,748 | ||||
Straight-line rent
liability
|
5,366 | 5,022 | ||||||
Option
liability
|
1,385 | 1,117 | ||||||
Environmental
reserve
|
1,656 | 1,656 | ||||||
Accrued pension
|
3,015 | 2,946 | ||||||
Interest rate
swap
|
1,682 | 1,439 | ||||||
Acquired leases
|
4,548 | 4,612 | ||||||
Other
|
1,291 | 1,064 | ||||||
Other
liabilities
|
$ | 24,758 | $ | 23,604 |
|
·
|
50%
of membership interest in Angelika Film Centers LLC (“AFC LLC”) owned by a
subsidiary of DNA, Inc.;
|
|
·
|
25%
noncontrolling interest in Australia Country Cinemas Pty Ltd (“ACC”) owned
by Panorama Cinemas for the 21st
Century Pty Ltd.;
|
|
·
|
33%
noncontrolling interest in the Elsternwick Joint Venture owned by Champion
Pictures Pty Ltd.;
|
|
·
|
15%
incentive interest in certain property holding trusts established by LPP
(see Note 2); and
|
|
·
|
25%
noncontrolling interest in the Sutton Hill Properties, LLC owned by Sutton
Hill Capital, L.L.C.
|
March
31,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
AFC
LLC
|
$ | 1,734 | $ | 1,529 | ||||
Australian
Country Cinemas
|
148 | 142 | ||||||
Elsternwick
Unincorporated Joint Venture
|
106 | 114 | ||||||
LPP
Property Trusts
|
168 | 117 | ||||||
Sutton
Hill Properties
|
(138 | ) | (85 | ) | ||||
Noncontrolling
interest in consolidated subsidiaries
|
$ | 2,018 | $ | 1,817 |
Three
Months Ended
March
31,
|
||||||||
2009
|
2008
|
|||||||
AFC
LLC
|
$ | 205 | $ | 220 | ||||
Australian
Country Cinemas
|
28 | 38 | ||||||
Elsternwick
Unincorporated Joint Venture
|
10 | 5 | ||||||
LPP
Property Trusts
|
49 | 61 | ||||||
Sutton
Hill Properties
|
(54 | ) | 19 | |||||
Loss
attributable to noncontrolling interest
|
$ | 238 | $ | 343 |
Reading
International, Inc. Stockholders’ Equity
|
Noncontrolling
Stockholders’ Equity
|
Total
Stockholders’ Equity
|
||||||||||
Equity
at – January 1, 2009
|
$ | 67,630 | $ | 1,817 | $ | 69,447 | ||||||
Net
loss
|
(3,393 | ) | 238 | (3,155 | ) | |||||||
Increase
in additional paid in capital
|
217 | -- | 217 | |||||||||
Distributions
to noncontrolling stockholders
|
-- | (36 | ) | (36 | ) | |||||||
Accumulated
other comprehensive income
|
(2,281 | ) | (1 | ) | (2,282 | ) | ||||||
Equity
at – March 31, 2009
|
$ | 62,173 | $ | 2,018 | $ | 64,191 |
Reading
International, Inc. Stockholders’ Equity
|
Noncontrolling
Stockholders’ Equity
|
Total
Stockholders’ Equity
|
||||||||||
Equity
at – January 1, 2008
|
$ | 121,362 | $ | 2,835 | $ | 124,197 | ||||||
Net
loss
|
(226 | ) | 343 | 117 | ||||||||
Increase
in additional paid in capital
|
256 | -- | 256 | |||||||||
Distributions
to noncontrolling stockholders
|
-- | (159 | ) | (159 | ) | |||||||
Accumulated
other comprehensive income
|
5,583 | 23 | 5,606 | |||||||||
Equity
at – March 31, 2008
|
$ | 126,975 | $ | 3,042 | $ | 130,017 |
Three
Months Ended
March
31,
|
||||||||
2009
|
2008
|
|||||||
Net
income (loss)
|
$ | (3,155 | ) | $ | 117 | |||
Foreign currency translation
gain (loss)
|
(2,350 | ) | 5,511 | |||||
Accrued
pension
|
71 | 71 | ||||||
Unrealized gain (loss) on AFS
securities
|
(2 | ) | 1 | |||||
Comprehensive
income (loss)
|
(5,436 | ) | 5,700 | |||||
Comprehensive income
attributable to noncontrolling interest
|
(238 | ) | (343 | ) | ||||
Comprehensive
income (loss) attributable to Reading International, Inc.
|
$ | (5,674 | ) | $ | 5,357 |
Type of Instrument
|
Notional Amount
|
Pay Fixed Rate
|
Receive Variable Rate
|
Maturity Date
|
|||||||||
Interest
rate swap
|
$ | 40,000,000 | 6.8540 | % | 5.2075 | % |
April
1, 2011
|
||||||
Interest
rate swap
|
$ | 33,404,000 | 5.8000 | % | 4.4383 | % |
December
31, 2011
|
||||||
Interest
rate cap
|
$ | 17,987,000 | 5.8000 | % | 4.4383 | % |
December
31, 2011
|
Book Value
|
Fair Value
|
|||||||||||||||||||
Financial
Instrument
|
Level
|
March
31, 2009
|
December
31, 2008
|
March
31, 2009
|
December
31, 2008
|
|||||||||||||||
Investment
in marketable securities
|
1
|
$ | 2,326 | $ | 141 | $ | 2,326 | $ | 141 | |||||||||||
Investment
in marketable securities in an inactive market
|
2
|
$ | -- | $ | 2,959 | $ | -- | $ | 2,959 | |||||||||||
Interest
rate swaps asset
|
2
|
$ | 1,682 | $ | 1,439 | $ | 1,682 | $ | 1,439 |
·
|
Level
1: Quoted market prices in active markets for identical assets or
liabilities.
|
·
|
Level
2: Observable market based inputs or unobservable inputs that are
corroborated by market data.
|
·
|
Level
3: Unobservable inputs that are not corroborated by market data (were not
used to value any of our
assets).
|
March
31,
2009
|
December
31,
2008
|
|||||||
Assets
|
||||||||
Land
|
$ | 7,335 | $ | 7,395 | ||||
Building
|
13,024 | 13,131 | ||||||
Equipment
and fixtures
|
7,304 | 7,364 | ||||||
Less:
Accumulated depreciation
|
(7,715 | ) | (7,771 | ) | ||||
Total
assets held for sale
|
$ | 19,948 | $ | 20,119 |
Three
Months Ended
March
31,
|
||||||||
2009
|
2008
|
|||||||
Revenue
|
$ | 1,094 | $ | 1,549 | ||||
Operating
expense
|
870 | 1,250 | ||||||
Depreciation
and amortization expense
|
-- | 225 | ||||||
Operating
income
|
$ | 224 | $ | 74 |
|
·
|
cinema
exhibition, through our 58 multiplex theatres,
and
|
|
·
|
real
estate, including real estate development and the rental of retail,
commercial and live theatre assets.
|
|
·
|
in
the US, under the Reading, Angelika Film Center, Consolidated Amusements,
and City Cinemas brands;
|
|
·
|
in
Australia, under the Reading brand;
and
|
|
·
|
in
New Zealand, under the Reading and Rialto
brands.
|
|
·
|
the
above mentioned acquisition on February 22, 2008 of 15 cinemas with 181
screens in Hawaii and California as part of the Consolidated Entertainment
acquisition; and
|
|
·
|
the
fluctuation in the value of the Australian and New Zealand dollars
vis-à-vis the US dollar resulting in a general decrease in results of
operations for our foreign operations for 2009 compared to
2008.
|
Three
months ended March 31, 2009
|
Cinema
|
Real
Estate
|
Intersegment
Eliminations
|
Total
|
||||||||||||
Revenue
|
$ | 42,773 | $ | 5,663 | $ | (2,316 | ) | $ | 46,120 | |||||||
Operating
expense
|
35,738 | 2,764 | (2,316 | ) | 36,186 | |||||||||||
Depreciation
& amortization
|
2,902 | 681 | -- | 3,583 | ||||||||||||
General
& administrative expense
|
802 | 181 | -- | 983 | ||||||||||||
Segment
operating income
|
$ | 3,331 | $ | 2,037 | $ | -- | $ | 5,368 | ||||||||
Three
months ended March 31, 2008
|
Cinema
|
Real
Estate
|
Intersegment
Eliminations
|
Total
|
||||||||||||
Revenue
|
$ | 34,347 | $ | 5,524 | $ | (1,389 | ) | $ | 38,482 | |||||||
Operating
expense
|
28,116 | 1,848 | (1,389 | ) | 28,575 | |||||||||||
Depreciation
& amortization
|
2,594 | 885 | -- | 3,479 | ||||||||||||
General
& administrative expense
|
770 | 247 | -- | 1,017 | ||||||||||||
Segment
operating income
|
$ | 2,867 | $ | 2,544 | $ | -- | $ | 5,411 |
Reconciliation
to net loss attributable to Reading International, Inc.
shareholders:
|
2009
Quarter
|
2008
Quarter
|
||||||
Total
segment operating income
|
$ | 5,368 | $ | 5,411 | ||||
Non-segment:
|
||||||||
Depreciation and amortization
expense
|
254 | 178 | ||||||
General and administrative
expense
|
3,452 | 3,671 | ||||||
Operating
income
|
1,662 | 1,562 | ||||||
Interest expense,
net
|
(4,390 | ) | (2,838 | ) | ||||
Other income
(expense)
|
(795 | ) | 1,377 | |||||
Income from discontinued
operation
|
224 | 74 | ||||||
Income tax
expense
|
(351 | ) | (417 | ) | ||||
Equity earnings of
unconsolidated joint ventures and entities
|
495 | 359 | ||||||
Net
income (loss)
|
(3,155 | ) | 117 | |||||
Net income attributable to
noncontrolling interest
|
(238 | ) | (343 | ) | ||||
Net
loss attributable to Reading International, Inc. common
shareholders
|
$ | (3,393 | ) | $ | (226 | ) |
Three
Months Ended March 31, 2009
|
United
States
|
Australia
|
New
Zealand
|
Total
|
||||||||||||
Admissions
revenue
|
$ | 17,855 | $ | 9,930 | $ | 2,514 | $ | 30,299 | ||||||||
Concessions
revenue
|
6,949 | 3,173 | 686 | 10,808 | ||||||||||||
Advertising
and other revenues
|
1,051 | 453 | 162 | 1,666 | ||||||||||||
Total
revenues
|
25,855 | 13,556 | 3,362 | 42,773 | ||||||||||||
Cinema
costs
|
20,922 | 10,239 | 2,623 | 33,784 | ||||||||||||
Concession
costs
|
1,090 | 693 | 171 | 1,954 | ||||||||||||
Total
operating expense
|
22,012 | 10,932 | 2,794 | 35,738 | ||||||||||||
Depreciation
and amortization
|
2,074 | 534 | 294 | 2,902 | ||||||||||||
General
& administrative expense
|
638 | 164 | -- | 802 | ||||||||||||
Segment
operating income
|
$ | 1,131 | $ | 1,926 | $ | 274 | $ | 3,331 |
Three
Months Ended March 31, 2008
|
United
States
|
Australia
|
New
Zealand
|
Total
|
||||||||||||
Admissions
revenue
|
$ | 9,383 | $ | 11,651 | $ | 3,977 | $ | 25,011 | ||||||||
Concessions
revenue
|
3,201 | 3,693 | 1,144 | 8,038 | ||||||||||||
Advertising
and other revenues
|
578 | 506 | 214 | 1,298 | ||||||||||||
Total
revenues
|
13,162 | 15,850 | 5,335 | 34,347 | ||||||||||||
Cinema
costs
|
10,414 | 11,807 | 4,172 | 26,393 | ||||||||||||
Concession
costs
|
644 | 797 | 282 | 1,723 | ||||||||||||
Total
operating expense
|
11,058 | 12,604 | 4,454 | 28,116 | ||||||||||||
Depreciation
and amortization
|
1,443 | 687 | 464 | 2,594 | ||||||||||||
General
& administrative expense
|
538 | 226 | 6 | 770 | ||||||||||||
Segment
operating income
|
$ | 123 | $ | 2,333 | $ | 411 | $ | 2,867 |
|
·
|
Cinema
revenue increased for the 2009 Quarter by $8.4 million or 24.5% compared
to the same period in 2008. The 2009 Quarter increase was
primarily a result of $12.0 million of revenue from our newly acquired
Consolidated Entertainment cinemas offset by decreased results from our
Australia and New Zealand operations primarily due to the impact of
foreign exchange rates (see below) including $3.2 million from admissions
and $1.1 million from concessions and other
revenues.
|
|
·
|
Operating
expense increased for the 2009 Quarter by $7.6 million or 27.1% compared
to the same period in 2008. This increase followed the
aforementioned increase in revenues. Overall, our operating
expenses as a ratio to gross revenue increased from 82% to 84% for the
2008 and 2009 Quarters, respectively. This increase in cinema
costs was driven by the US and primarily related to higher film rent
expense associated with our newly acquired Consolidated Entertainment
cinemas whose film product is primarily wide release films resulting in
higher film rent cost compared to our predominately pre-acquisition art
cinemas in the United States, which generally have lower film rent
costs.
|
|
·
|
Depreciation
and amortization expense increased for the 2009 Quarter by $308,000 or
11.9% compared to the same period in 2008 primarily related to our newly
acquired Consolidated Entertainment
cinemas.
|
|
·
|
General
and administrative costs increased for the 2009 Quarter by $32,000 or 4.2%
compared to the same period in 2008 primarily related to the purchase and
operations of our newly acquired Consolidated Entertainment cinemas and
legal matters associated with our cinema
assets.
|
|
·
|
For
our statement of operations, Australia and New Zealand quarterly average
exchange rates have decreased by 26.7% and 32.5%, respectively, since
2008, which had an impact on the individual components of our income
statement.
|
|
·
|
Because
of the above, cinema segment income increased for the 2009 Quarter by
$464,000 compared to the same period in
2008.
|
Three
Months Ended March 31, 2009
|
United
States
|
Australia
|
New
Zealand
|
Total
|
||||||||||||
Live
theatre rental and ancillary income
|
$ | 911 | $ | -- | $ | -- | $ | 911 | ||||||||
Property
rental income
|
1,549 | 1,819 | 1,384 | 4,752 | ||||||||||||
Total
revenues
|
2,460 | 1,819 | 1,384 | 5,663 | ||||||||||||
Live
theatre costs
|
455 | -- | -- | 455 | ||||||||||||
Property
rental cost
|
1,378 | 616 | 315 | 2,309 | ||||||||||||
Total
operating expense
|
1,833 | 616 | 315 | 2,764 | ||||||||||||
Depreciation
and amortization
|
83 | 303 | 295 | 681 | ||||||||||||
General
& administrative expense
|
11 | 154 | 16 | 181 | ||||||||||||
Segment
operating income
|
$ | 533 | $ | 746 | $ | 758 | $ | 2,037 |
Three
Months Ended March 31, 2008
|
United
States
|
Australia
|
New
Zealand
|
Total
|
||||||||||||
Live
theatre rental and ancillary income
|
$ | 923 | $ | -- | $ | -- | $ | 923 | ||||||||
Property
rental income
|
513 | 2,081 | 2,007 | 4,601 | ||||||||||||
Total
revenues
|
1,436 | 2,081 | 2,007 | 5,524 | ||||||||||||
Live
theatre costs
|
534 | -- | -- | 534 | ||||||||||||
Property
rental cost
|
228 | 600 | 486 | 1,314 | ||||||||||||
Total
operating expense
|
762 | 600 | 486 | 1,848 | ||||||||||||
Depreciation
and amortization
|
89 | 411 | 385 | 885 | ||||||||||||
General
& administrative expense
|
12 | 212 | 23 | 247 | ||||||||||||
Segment
operating income
|
$ | 573 | $ | 858 | $ | 1,113 | $ | 2,544 |
|
·
|
Real
estate revenue increased for the 2009 Quarter by $139,000 or 2.5% compared
to the same period in 2008. Revenues increased in the U.S.
primarily related to rental revenues from our newly acquired Consolidated
Entertainment cinemas that have ancillary real estate associated with
them. This increase was offset by decreased real estate
revenues from our Australia and New Zealand properties primarily due to
the impact of foreign exchange rates (see
below).
|
|
·
|
Operating
expense for the real estate segment increased for the 2009 Quarter by
$916,000 or 49.6% compared to the same period in 2008. This
increase in expense was primarily related to our newly acquired
Consolidated Entertainment cinemas that have ancillary real estate coupled
with increasing utility and other operating costs primarily in our US
properties.
|
|
·
|
Depreciation
expense for the real estate segment decreased by $204,000 or 23.1% for the
2009 Quarter compared to the same period in
2008.
|
|
·
|
General
and administrative costs decreased for the 2009 Quarter by $66,000 or
26.7% compared to the same period in 2008 primarily due to the impact of
foreign exchange rates (see below).
|
|
·
|
For
our statement of operations, Australia and New Zealand quarterly average
exchange rates have decreased by 26.7% and 32.5%, respectively, since
2008, which had an impact on the
individual
|
|
components
of our income statement.
|
|
·
|
As
a result of the above, real estate segment income decreased for the 2009
Quarter by $507,000 compared to the same period in
2008.
|
2009
|
2010
|
2011
|
2012
|
2013
|
Thereafter
|
|||||||||||||||||||
Long-term
debt
|
$ | 914 | $ | 16,244 | $ | 73,162 | $ | 15,722 | $ | 60,368 | $ | 4,763 | ||||||||||||
Notes
payable to related parties
|
-- | 14,000 | -- | -- | -- | -- | ||||||||||||||||||
Subordinated
notes
|
-- | -- | -- | -- | -- | 51,547 | ||||||||||||||||||
Pension
liability
|
4 | 11 | 17 | 23 | 29 | 2,477 | ||||||||||||||||||
Lease
obligations
|
18,607 | 24,441 | 23,884 | 22,572 | 20,395 | 82,197 | ||||||||||||||||||
Estimated
interest on long-term debt
|
10,824 | 14,194 | 14,872 | 7,960 | 3,653 | 37,336 | ||||||||||||||||||
Total
|
$ | 30,349 | $ | 68,890 | $ | 111,935 | $ | 46,277 | $ | 84,445 | $ | 178,320 |
|
·
|
working
capital requirements; and
|
|
·
|
debt
servicing requirements.
|
|
·
|
increased
cinema operational cash flow primarily from our domestic acquisition
operations;
|
|
·
|
$3.2
million of cash used in operating assets and liabilities for 2009 compared
to $4.6 million of cash provided by operating assets and liabilities for
2008. The cash provided by operating assets and liabilities in
2008 was primarily associated with the timing of cash receipts compared to
cash payments for our newly acquired U.S.
cinemas.
|
|
·
|
$1.8
million in property enhancements to our existing properties;
and
|
|
·
|
$11.5
million to purchase marketable securities to exchange for our Reading
International Trust I securities;
|
|
·
|
$433,000
of change in restricted cash; and
|
|
·
|
$265,000
receipt of an option payment for the Auburn
property.
|
|
·
|
$49.2
million to purchase the assets of the Consolidated Cinemas
circuit;
|
|
·
|
$2.5
million to purchase real estate assets acquired through LPP;
and
|
|
·
|
$5.2
million in property enhancements to our existing
properties;
|
|
·
|
$2.0
million of deposit returned upon acquisition of the Consolidated Cinema
circuit.
|
|
·
|
$1.2
million of borrowing on our Australia credit
facilities;
|
|
·
|
$3.1
million of loan repayments.
|
|
·
|
$48.0
million of net proceeds from our new GE Capital Term Loan used to finance
the Consolidated Entertainment
transaction;
|
|
·
|
$6.6
million of net proceeds from our new Liberty Theatres loan;
and
|
|
·
|
$1.1
million of borrowing on our Australia credit
facilities;
|
|
·
|
$159,000
in distributions to noncontrolling
interests.
|
|
·
|
impairment
of long-lived assets, including goodwill and intangible
assets;
|
|
·
|
tax
valuation allowance and obligations;
and
|
|
·
|
legal
and environmental obligations.
|
|
·
|
contractual
obligations;
|
|
·
|
insurance
claims;
|
|
·
|
IRS
claims;
|
|
·
|
employment
matters;
|
|
·
|
environmental
matters; and
|
|
·
|
anti-trust
issues.
|
|
·
|
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;
|
|
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;” and
|
|
o
|
The
extent to and the efficiency with which, we are able to integrate
acquisitions of cinema circuits with our existing
operations.
|
|
·
|
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;
|
|
o
|
Environmental
remediation issues; 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;
and
|
|
·
|
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.
|
|
·
|
It
is based on a single point in time.
|
|
·
|
It
does not include the effects of other complex market reactions that would
arise from the changes modeled.
|
31.1
|
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed
herewith.
|
31.2
|
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed
herewith.
|
32
|
Certifications
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed
herewith.
|
Date:
|
May
14, 2009
|
By:
|
/s/ James J. Cotter
|
James
J. Cotter
|
|||
Chief
Executive Officer
|
Date:
|
May
14, 2009
|
By:
|
/s/ Andrzej Matyczynski
|
Andrzej
Matyczynski
|
|||
Chief
Financial Officer
|
1)
|
I
have reviewed this quarterly report on Form 10-Q of Reading International,
Inc.;
|
2)
|
Based
on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|
3)
|
Based
on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly
report;
|
4)
|
The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and we
have:
|
a)
|
designed
such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
|
b)
|
designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with general accepted accounting
principles;
|
c)
|
evaluated
the effectiveness of the registrant's disclosure controls and procedures
as of the end of the period covered by this report based on such
evaluation; and
|
d)
|
presented
in this quarterly report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
|
5)
|
The
registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
|
a)
|
all
significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls;
and
|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
|
6)
|
The
registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|
By:
|
/s/ James J. Cotter
|
James
J. Cotter
|
|
Chief
Executive Officer
|
|
May
14, 2009
|
1)
|
I
have reviewed this quarterly report on Form 10-Q of Reading International,
Inc.;
|
2)
|
Based
on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|
3)
|
Based
on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly
report;
|
4)
|
The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and we
have:
|
a)
|
designed
such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
|
b)
|
designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with general accepted accounting
principles;
|
c)
|
evaluated
the effectiveness of the registrant's disclosure controls and procedures
as of the end of the period covered by this report based on such
evaluation; and
|
d)
|
presented
in this quarterly report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
|
5)
|
The
registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
|
a)
|
all
significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls;
and
|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
|
6)
|
The
registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|
By:
|
/s/ Andrzej Matyczynski
|
Andrzej
Matyczynski
|
|
Chief
Financial Officer
|
|
May
14, 2009
|
·
|
The
Quarterly Report of the Company on Form 10-Q for the period ended March
31, 2009 as filed with the Securities and Exchange Commission fully
complies with the requirements of Section 13(a) and 15(d), as applicable,
of the Securities Exchange Act of 1934;
and
|
·
|
The
information contained in such report fairly presents, in all material
respects, the financial condition and results of operation of the
Company.
|