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): November 5, 2009
Reading International,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
|
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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|
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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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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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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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Item
2.02. Results of Operations and Financial Condition.
On November 5, 2009, Reading
International, Inc. issued a press release announcing information regarding its
results of operations and financial condition for the quarter ended September
30, 2009, 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 quarter ended September 30,
2009.
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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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||
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Date:
November 6, 2009
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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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EXHIBIT 99.1
Reading
International Announces 3rd Quarter 2009 Results
·
Revenue from operations at $56.1 million, a new second
highest ever reported
· Net
Income of $3.1 million
was $5.2 million higher
than the $2.1 million
loss in the 2008 Quarter
· EBITDA(1) of $11.0 million was $3.4 million higher than the
$7.7 million in the 2008
Quarter
· Net Worth increased to
$113.2 million at
September 30, 2009 from $69.4
million at December 31, 2008
Los Angeles, California, - (BUSINESS
WIRE) –November 5, 2009 – Reading International, Inc. (NASDAQ: RDI)
announced today results for its quarter ended September 30, 2009.
2009
Highlights
|
·
|
our
EBITDA(1)
for the 2009 September quarter was $11.0 million compared to $7.7 million
in the 2008 quarter, an increase of
43.7%;
|
|
·
|
for
the 2009 nine months our EBITDA(1)
was $33.0 million compared to $23.9 million in 2008, an increase of
38.2%;
|
|
·
|
we
continue to see local currency cinema revenue growth in both Australia and
New Zealand, with Australia showing a 9.8% increase and New Zealand a 1.4%
increase over the September quarter in 2008. In Australia, in
local currency, this quarter’s total as well as cinema revenue were again
record highs, at AUS$27.6 million and AUS$24.5 million,
respectively;
|
|
·
|
we
reduced our general and administrative expenses by 4.3% for the quarter
and 8.0% for the nine months, compared to prior
year;
|
|
·
|
our
operating income for the quarter was $6.7 million compared to $3.4 million
in 2008, an increase of 97.4% and for the nine months at $13.2 million it
was 207.0% above the $4.3 million for the 2008 nine months;
and
|
|
·
|
primarily
as a result of the stronger operating income, the second quarter 2009
Trust Preferred Security (“TPS”) gain, and the fact that both the
Australian dollar and the New Zealand dollar have recaptured some of their
value since year end, when such currencies traded at $0.6983 and $0.5815,
respectively, compared to $0.8824 and $0.7233 respectively at September
30, 2009, our stockholders’ equity has risen to $113.2 million at
September 30, 2009 compared to $69.4 million at December 31,
2008.
|
On July
2, 2009, as part of the terms of settlement, we and Magoon Acquisition and
Development, LLC (“Magoon LLC”) closed on the sale of our respective interests
in Malulani Investments, Limited (“MIL”) and The Malulani Group, Limited
(collectively, “MMG”) and settled certain litigation with MMG and certain of
their officers and Directors. As a result of the sale and the
settlement (which was negotiated in March 2009), we received a total of $9.25
million consisting of $2.5 million in cash and $6.75 million in note receivable,
and a ten-year tail interest in MMG. Based on the receipt of the cash
and note receivable, we recognized an other operating income of $2.6 million and
a gain on the sale of investment in an unconsolidated entity of
$268,000. Under the terms of our Shareholders’ Agreement with Magoon
LLC, substantially all of the proceeds of this sale and settlement will be
allocated to us, until we have recouped our initial investment in MIL and all
costs advanced by us with respect to the litigation.
(1) The Company
defines EBITDA as net income (loss) before net interest expense, income tax
benefit, depreciation, and amortization. EBITDA is presented solely
as a supplemental disclosure as we believe it to be a relevant and useful
measure to compare operating results among our properties and competitors, as
well as a measurement tool for evaluation of operating
personnel. EBITDA is not a measure of financial performance under the
promulgations of generally accepted accounting principles
(“GAAP”). EBITDA should not be considered in isolation from, or as a
substitute for, net loss, operating loss or cash flows from operations
determined in accordance with GAAP. Finally, EBITDA is not calculated
in the same manner by all companies and accordingly, may not be an appropriate
measure for comparing performance amongst different companies. See
the “Supplemental Data” table attached for a reconciliation of EBITDA to net
income (loss).
Third
Quarter 2009 Discussion
Revenue
from operations decreased from $57.9 million in the 2008 quarter to $56.1
million in 2009, a 3.2% decrease. The cinema segment revenue decrease
of $1.7 million was driven by a $1.4 million decrease in the US, predominantly
due to recognition of screen advertising revenue for prior quarters in 2008,
recognized in the 3rd
quarter of 2008, on the signing of the contract. The results of
Australia and New Zealand were affected negatively by currency exchange
movements even though we noted higher revenues in the local currencies for the
period in both Australia and New Zealand. The top 3 grossing films
for the quarter in our circuit worldwide were: “Harry Potter & the Half Blood
Prince”, “Transformers: Revenge of the Fallen,” and “Ice Age: Dawn of the Dinosaurs,”
which between them accounted for approximately 25.5% of our cinema box
office revenue. Real estate segment revenue was down by $241,000 from
quarter to quarter, as a result of the negative currency exchange effects in
Australia and New Zealand as well as lower live theater rentals in the
US. In local currencies, real estate revenue was flat in both
Australia and New Zealand.
As a
percentage of revenue, operating expense, at 77.9% in the 2009 quarter was
basically flat to last year’s quarter of 77.7%.
Depreciation
and amortization decreased by $1.1 million, or 21.6%, from $5.1 million in the
2008 quarter to $4.0 million in the 2009 quarter, primarily due to the effects
of the purchase accounting finalization for our acquired Consolidated
Entertainment cinema assets.
General
and administrative expense decreased by $190,000 or 4.3%, from $4.4 million to
$4.2 million in the 2009 quarter. This decrease was primarily related
to cost cutting measures implemented worldwide.
We
recorded $2.6 million as other operating income in the 2009 quarter associated
with our settlement of the MIL litigation for the recovery of previously
expensed litigation costs.
Driven by
the above factors our operating income for the quarter increased by $3.3 million
to $6.7 million compared to $3.4 million in the same quarter last
year.
Interest
expense decreased by $482,000 from $4.0 million in the 2008 quarter, to $3.5
million in the 2009 quarter. This was primarily related to the
mark-to-market of our interest swaps and cap and decreased interest expense due
to the retirement of our trust preferred securities in the second quarter of
2009 which was offset by an interest expense increase due to our ceasing to
capitalize interest on our development properties, where development has been
substantially curtailed.
For the
2009 quarter, we recorded an other income of $178,000 compared to an other loss
of $739,000 for the 2008 quarter, a $917,000 change. For the 2009
quarter, the $178,000 was predominantly equity earnings of unconsolidated joint
ventures. The 2008 quarter other loss of $739,000 was primarily
related to a $1.0 million property impairment expense.
In 2009,
we recorded a gain on the sale of an investment in an unconsolidated entity of
$268,000 related to the sale of our investment in MIL.
As a
result of the above, we reported a net income of $3.1 million for the 2009
quarter compared to a net loss of $2.1 million in the 2008 quarter.
Our
EBITDA
(1) at $11.0 million for the 2009 quarter was $3.4 million higher than
the 2008 quarter of $7.7 million.
Our adjusted EBITDA(1) for the 2009 quarter was $8.2
million after excluding:
|
·
|
the
$268,000 other nonoperating gain on the sale of the MIL security;
and
|
|
·
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the
$2.6 million other operating income associated with our settlement of the
MIL litigation.
|
There
were no significant adjustments to EBITDA(1) in
the 2008 quarter.
Nine
Months 2009 Summary
Revenue
from operations increased from $151.4 million in 2008 to $157.6 million in 2009,
a 4.1% increase. The cinema segment revenue increase of $8.1 million
was driven by an increase of $12.3 million in the US primarily resulting from
revenue from our newly acquired Consolidated Entertainment cinemas and decreases
in Australia of $1.3 million and New Zealand of $2.8 million. The
decreases in Australia and New Zealand were currency exchange driven as the
local currency cinema revenues were up 17.9% in Australia and 2.6% in New
Zealand, compared to the 2008 nine months. The top 3 grossing films
for the nine months in our circuit worldwide were: “Transformers: Revenge of the
Fallen,” “Harry Potter & the Half Blood Prince” and “The Hangover,” which
between them accounted for approximately 12.6% of our cinema box
office revenue. The real estate segment revenue was down by $131,000
from 2008 to 2009, as a result of the negative currency exchange effects in
Australia and New Zealand as well as lower live theater rentals in the
US. In local currencies, real estate revenue was basically flat in
both Australia and New Zealand.
As a
percentage of revenue, operating expense, at 77.7% in 2009 was lower than the
78.3% of 2008. This decrease was primarily related to the final
allocation for accounting purposes of a greater portion of the purchase price
paid for our Consolidated Entertainment cinemas to goodwill and below market
leases than originally estimated. This change, effective in the
fourth quarter of 2008, resulted in higher straight-line rent and acquired lease
costs in 2008 than in 2009.
Depreciation
and amortization decreased by $3.3 million, or 23.0%, from $14.5 million in 2008
to $11.2 million in 2009, primarily due to the previously mentioned purchase
accounting adjustments for our acquired Consolidated Entertainment cinema
assets.
As the
sale of our Auburn property is no longer proceeding, we have moved the property
back to continuing operations, and as a result we expensed $549,000 as catch-up
depreciation, classified as loss on transfer of real estate from held for sale
to continuing operations.
General
and administrative expense decreased by $1.1 million or 8.0%, from $14.0 million
to $12.9 million in 2009. This decrease was primarily related to cost
cutting measures implemented worldwide and the one-time 2008 purchase related
costs of our Consolidated Entertainment acquisition.
We
recorded $2.6 million as other operating income in the 2009 nine months
associated with our settlement of the MIL litigation for the recovery of
previously expensed litigation costs.
Driven by
the above factors, our operating income for the 2009 nine months increased by
$8.9 million to $13.2 million, from $4.3 million in the 2008 nine
months.
Interest
expense increased by $905,000, from $9.8 million in the 2008 nine months to
$10.7 million in the 2009 nine months. This was primarily related to
our ceasing to capitalize interest on our development properties, where
development has been substantially curtailed, which resulted in an interest
expense increase, which was offset by
decreased interest expense due to the retirement of our trust preferred
securities in the second quarter of 2009 and the mark-to-market of our interest
swaps and cap.
In 2009,
we recorded an other loss of $1.9 million compared to an other income of $2.9
million for the same period in 2008, a $4.7 million change. The 2009
other loss of $1.9 million included a $2.2 million loss on currency
transactions; a $2.1 million other-than-temporary loss on our Becker marketable
securities; offset by a $1.5 million gain on the Auburn option termination; and
$861,000 in equity earnings of unconsolidated joint ventures. The
2008 other income of $2.9 million was primarily related to a gain on currency
transactions of $446,000; a $1.1 million receipt related to our Whitehorse
Center litigation; $910,000 of insurance proceeds related to damage caused by
Hurricane Georges in 1998 to one of our previously owned cinemas in Puerto Rico;
and the settlement in our credit card dispute of $385,000.
During
the 2009 nine months, we recorded a $10.7 million gain on retirement of
subordinated debt (TPS), net of a $749,000 loss on deferred financing costs
associated with the subordinated debt.
In 2009
and 2008 we recorded gains on the sale of investments in unconsolidated entities
of $268,000 and $2.5 million, respectively, from the sale of our investments in
MIL and the cinema at Botany Downs in Auckland, New Zealand.
As a
result of the above, we reported a net income of $9.6 million for the 2009 nine
months compared to a net loss of $2.0 million in the 2008 period.
Our
EBITDA
(1) at $33.0 million for the 2009 nine months was $9.1 million higher
than the 2008 nine months of $23.9 million, predominantly driven by better
operating margins (approximately $5.5 million) plus the gain on the TPS
retirement (approximately $10.7 million) offset by the other income (loss)
change (approximately $4.7 million) and the 2008 gain on sale (approximately
$2.5 million).
Our adjusted EBITDA(1) for the 2009 nine months was $22.9
million after excluding:
|
·
|
the
$10.7 million gain on the retirement of our TPS
debt;
|
|
·
|
the
$1.5 million gain from Auburn option
payments;
|
|
·
|
the
$268,000 gain on the sale from our investment in MIL securities;
and
|
|
·
|
the
$2.6 million other operating income associated with our settlement of the
MIL litigation
|
offset
by
|
·
|
the
$549,000 loss on transfer of
Auburn;
|
|
·
|
the
realized transactional currency loss of $2.2 million;
and
|
|
·
|
the
$2.1 million other-than-temporary loss on our Becker available-for-sale
shares.
|
Our adjusted EBITDA(1) for the 2008 nine months was $18.6
million after excluding:
|
·
|
the
$2.5 million gain on sale of Botany;
and
|
|
·
|
the
$2.8 million in realized transactional currency gains and other one-time
gains.
|
Balance
Sheet
Our total
assets at September 30, 2009 were $402.2 million compared to $371.9 million at
December 31, 2008. The currency exchange rates for Australia and New
Zealand as of September 30, 2009 were $0.8824 and $0.7233, respectively, and as
of December 31, 2008, these rates were $0.6983 and $0.5815,
respectively. As a result, currency had a positive effect on the
balance sheet at September 30, 2009 compared to December 31, 2008.
Our cash
position at September 30, 2009 was $19.3 million compared to $30.9 million at
December 31, 2008, reflecting the $11.5 million used to effectively repurchase
$22.9 million of our TPS in the first quarter of 2009.
At the
present time, we have approximately $4.9 million (AUS$5.5 million) in undrawn
funds under our Australian Corporate Credit Facility. During May
2009, we extended the term of our New Zealand facility to March 31, 2012 and
reduced the available borrowing amount to $32.5 million (NZ$45.0
million). As a result, we currently have undrawn funds of $21.7
million (NZ$30.0 million) available under our line of credit in New
Zealand. Accordingly, we believe that we have sufficient borrowing
capacity under our Australian Corporate Credit Facility and our New Zealand line
of credit to meet our anticipated short-term working capital
requirements.
Our
working capital at September 30, 2009 was negative by $2.7 million compared to a
positive working capital of $12.5 million at December 31, 2008, again driven by
the $11.5 million TPS repurchase and a $7.0 million loan that has become
short-term in nature.
Stockholders’
equity was $113.2 million at September 30, 2009 compared to $69.4 million at
December 31, 2008.
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:
|
·
|
the
development, ownership and operation of multiplex cinemas in the United
States, Australia and New Zealand;
and
|
|
·
|
the
development, ownership and operation of retail and commercial real estate
in Australia, New Zealand and the United States, including
entertainment-themed retail centers (“ETRC”) in Australia and New Zealand
and live theater assets in Manhattan and Chicago in the United
States.
|
Reading
manages its worldwide cinema business under various different
brands:
|
·
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in
the United States, under the
|
|
o
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Reading
brand,
|
|
o
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Angelika
Film Center brand (http://angelikafilmcenter.com/),
|
|
o
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Consolidated
Theatres brand (http://www.consolidatedtheatres.com/),
and
|
|
o
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City
Cinemas brand;
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|
·
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in
Australia, under the Reading brand (http://www.readingcinemas.com.au/);
and
|
|
·
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in
New Zealand, under the
|
|
o
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Reading
(http://www.readingcinemas.co.nz)
and
|
|
o
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Rialto
(http://www.rialto.co.nz)
brands.
|
Forward-Looking
Statements
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:
|
·
|
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
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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;
|
|
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
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the
risks and uncertainties associated with real estate
development;
|
|
o
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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.
|
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-US GAAP financial measures.” In such case,
a reconciliation of this information to our US 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
Reading
International, Inc. and Subsidiaries
Supplemental
Data
Reconciliation of EBITDA to
Net Income (Unaudited)
(dollars
in thousands, except per share amounts)
|
Statements of Operations
|
Three
Months Ended
September 30,
|
Nine
Months Ended
September 30,
|
||||||
|
2009
|
2008
|
2009
|
2008
|
|||||
|
Revenue
|
$56,067
|
$ 57,891
|
$157,567
|
$151,368
|
||||
|
Operating
expense
|
||||||||
|
Cinema/real
estate
|
43,681
|
44,984
|
122,369
|
118,579
|
||||
|
Depreciation
and amortization
|
4,001
|
5,101
|
11,169
|
14,511
|
||||
|
Loss
on transfer of real estate from held for sale to continuing
operations
|
--
|
--
|
549
|
--
|
||||
|
General
and administrative
|
4,206
|
4,396
|
12,875
|
13,993
|
||||
|
Other
operating income
|
(2,551
|
) |
--
|
(2,551
|
) |
--
|
||
|
Operating income
|
6,730
|
3,410
|
13,156
|
4,285
|
||||
|
Interest
expense, net
|
(3,476
|
) |
(3,958
|
) |
(10,737
|
) |
(9,832
|
) |
|
Other
income (loss)
|
178
|
(739
|
) |
(1,879)
|
2,850
|
|||
|
Gain
on retirement of subordinated debt
|
--
|
--
|
10,714
|
--
|
||||
|
Gain
on sale of investments in unconsolidated entities
|
268
|
--
|
268
|
2,450
|
||||
|
Income
tax expense
|
(424
|
) |
(689
|
) |
(1,422
|
) |
(1,513
|
) |
|
Net
loss attributable to noncontrolling interest
|
(133
|
) |
(85
|
) |
(460
|
) |
(246
|
) |
|
Net income (loss)
|
$ 3,143
|
$ (2,061
|
) |
$ 9,640
|
$
(2,006
|
) | ||
|
Basic
and diluted earnings (loss) per share
|
$ 0.14
|
$ (0.09
|
) |
$ 0.43
|
$
(0.09
|
) | ||
|
EBITDA*
|
$ 11,044
|
$ 7,687
|
$
32,968
|
$
23,850
|
||||
|
EBITDA*
change
|
$3,357
|
$9,118
|
||||||
|
*
|
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).
|
Reconciliation
of EBITDA to the net income (loss) is presented below:
|
Three
Months Ended
September 30,
|
Nine
Months Ended
September 30,
|
|||||||||||||||
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
|
Net
income (loss)
|
$ | 3,143 | $ | (2,061 | ) | $ | 9,640 | $ | (2,006 | ) | ||||||
|
Add:Interest
expense, net
|
3,476 | 3,958 | 10,737 | 9,832 | ||||||||||||
|
Add:Income
tax provision
|
424 | 689 | 1,422 | 1,513 | ||||||||||||
|
Add:Depreciation
and amortization
|
4,001 | 5,101 | 11,169 | 14,511 | ||||||||||||
|
EBITDA
|
$ | 11,044 | $ | 7,687 | $ | 32,968 | $ | 23,850 | ||||||||
Reading
International, Inc. and Subsidiaries
Supplemental
Data
Segment Reporting
(Unaudited)
(dollars
in thousands)
|
Three
months ended September 30, 2009
|
Cinema
|
Real
Estate
|
Intersegment
Eliminations
|
Total
|
||||||||||||
|
Revenue
|
$ | 52,340 | $ | 6,349 | $ | (2,622 | ) | $ | 56,067 | |||||||
|
Operating
expense
|
43,166 | 3,137 | (2,622 | ) | 43,681 | |||||||||||
|
Depreciation
& amortization
|
2,723 | 1,039 | -- | 3,762 | ||||||||||||
|
General
& administrative expense
|
608 | 195 | -- | 803 | ||||||||||||
|
Segment
operating income
|
$ | 5,843 | $ | 1,978 | $ | -- | $ | 7,821 | ||||||||
|
Three
months ended September 30, 2008
|
Cinema
|
Real
Estate
|
Intersegment
Eliminations
|
Total
|
||||||||||||
|
Revenue
|
$ | 54,036 | $ | 6,108 | $ | (2,253 | ) | $ | 57,891 | |||||||
|
Operating
expense
|
44,744 | 2,493 | (2,253 | ) | 44,984 | |||||||||||
|
Depreciation
& amortization
|
3,848 | 1,090 | -- | 4,938 | ||||||||||||
|
General
& administrative expense
|
1,106 | 255 | -- | 1,361 | ||||||||||||
|
Segment
operating income
|
$ | 4,338 | $ | 2,270 | $ | -- | $ | 6,608 | ||||||||
|
Reconciliation
to net income attributable to Reading International, Inc.
shareholders:
|
2009
Quarter
|
2008
Quarter
|
||||||
|
Total
segment operating income
|
$ | 7,821 | $ | 6,608 | ||||
|
Non-segment:
|
||||||||
|
Depreciation and amortization
expense
|
239 | 163 | ||||||
|
General and administrative
expense
|
3,403 | 3,035 | ||||||
|
Other operating
income
|
(2,551 | ) | -- | |||||
|
Operating
income
|
6,730 | 3,410 | ||||||
|
Interest expense,
net
|
(3,476 | ) | (3,958 | ) | ||||
|
Other loss
|
(24 | ) | (1,009 | ) | ||||
|
Income tax
expense
|
(424 | ) | (689 | ) | ||||
|
Equity earnings of
unconsolidated joint ventures and entities
|
202 | 270 | ||||||
|
Gain on sale of investments in
unconsolidated entities
|
268 | -- | ||||||
|
Net
income (loss)
|
3,276 | (1,976 | ) | |||||
|
Net
income attributable to the noncontrolling interest
|
(133 | ) | (85 | ) | ||||
|
Net
income (loss) attributable to Reading International, Inc. common
shareholders
|
$ | 3,143 | $ | (2,061 | ) | |||
Reading
International, Inc. and Subsidiaries
Supplemental
Data
Segment Reporting
(Unaudited)
(dollars
in thousands)
|
Nine
months ended September 30, 2009
|
Cinema
|
Real
Estate
|
Intersegment
Eliminations
|
Total
|
||||||||||||
|
Revenue
|
$ | 146,991 | $ | 17,739 | $ | (7,163 | ) | $ | 157,567 | |||||||
|
Operating
expense
|
120,762 | 8,770 | (7,163 | ) | 122,369 | |||||||||||
|
Depreciation
& amortization
|
8,208 | 2,474 | -- | 10,682 | ||||||||||||
|
Loss
on transfer of real estate held for sale to continuing
operations
|
-- | 549 | -- | 549 | ||||||||||||
|
General
& administrative expense
|
2,176 | 564 | -- | 2,740 | ||||||||||||
|
Segment
operating income
|
$ | 15,845 | $ | 5,382 | $ | -- | $ | 21,227 | ||||||||
|
Nine
months ended September 30, 2008
|
Cinema
|
Real
Estate
|
Intersegment
Eliminations
|
Total
|
||||||||||||
|
Revenue
|
$ | 138,867 | $ | 17,870 | $ | (5,369 | ) | $ | 151,368 | |||||||
|
Operating
expense
|
117,045 | 6,903 | (5,369 | ) | 118,579 | |||||||||||
|
Depreciation
& amortization
|
10,516 | 3,472 | -- | 13,988 | ||||||||||||
|
General
& administrative expense
|
3,005 | 853 | -- | 3,858 | ||||||||||||
|
Segment
operating income
|
$ | 8,301 | $ | 6,642 | $ | -- | $ | 14,943 | ||||||||
|
Reconciliation
to net income attributable to Reading International, Inc.
shareholders:
|
2009
Nine Months
|
2008
Nine Months
|
||||||
|
Total
segment operating income
|
$ | 21,227 | $ | 14,943 | ||||
|
Non-segment:
|
||||||||
|
Depreciation and amortization
expense
|
487 | 523 | ||||||
|
General and administrative
expense
|
10,135 | 10,135 | ||||||
|
Other operating
income
|
(2,551 | ) | -- | |||||
|
Operating
income
|
13,156 | 4,285 | ||||||
|
Interest expense,
net
|
(10,737 | ) | (9,832 | ) | ||||
|
Gain on retirement of
subordinated debt (trust preferred securities)
|
10,714 | -- | ||||||
|
Other income
(loss)
|
(2,740 | ) | 2,033 | |||||
|
Income tax
expense
|
(1,422 | ) | (1,513 | ) | ||||
|
Equity earnings of
unconsolidated joint ventures and entities
|
861 | 817 | ||||||
|
Gain on sale of investments in
unconsolidated entities
|
268 | 2,450 | ||||||
|
Net
income (loss)
|
10,100 | (1,760 | ) | |||||
|
Net
income attributable to the noncontrolling interest
|
(460 | ) | (246 | ) | ||||
|
Net
income (loss) attributable to Reading International, Inc. common
shareholders
|
$ | 9,640 | $ | (2,006 | ) | |||
Reading
International, Inc. and Subsidiaries
Condensed
Consolidated Statements of Operations (Unaudited)
(U.S.
dollars in thousands, except per share amounts)
|
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
|||||||||||||||
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
|
Revenue
|
||||||||||||||||
|
Cinema
|
$ | 52,340 | $ | 54,036 | $ | 146,991 | $ | 138,867 | ||||||||
|
Real
estate
|
3,727 | 3,855 | 10,576 | 12,501 | ||||||||||||
|
Total
operating revenue
|
56,067 | 57,891 | 157,567 | 151,368 | ||||||||||||
|
Operating
expense
|
||||||||||||||||
|
Cinema
|
40,544 | 42,491 | 113,599 | 111,676 | ||||||||||||
|
Real
estate
|
3,137 | 2,493 | 8,770 | 6,903 | ||||||||||||
|
Depreciation
and amortization
|
4,001 | 5,101 | 11,169 | 14,511 | ||||||||||||
|
Loss
on transfer of real estate held for sale to continuing
operations
|
-- | -- | 549 | -- | ||||||||||||
|
General
and administrative
|
4,206 | 4,396 | 12,875 | 13,993 | ||||||||||||
|
Other
operating income
|
(2,551 | ) | -- | (2,551 | ) | -- | ||||||||||
|
Total
operating expense
|
49,337 | 54,481 | 144,411 | 147,083 | ||||||||||||
|
Operating
income
|
6,730 | 3,410 | 13,156 | 4,285 | ||||||||||||
|
Interest
income
|
143 | 225 | 880 | 829 | ||||||||||||
|
Interest
expense
|
(3,619 | ) | (4,183 | ) | (11,617 | ) | (10,661 | ) | ||||||||
|
Gain
on retirement of subordinated debt (trust preferred
securities)
|
-- | -- | 10,714 | -- | ||||||||||||
|
Other
income (loss)
|
(24 | ) | (1,009 | ) | (2,740 | ) | 2,033 | |||||||||
|
Income
(loss) before income tax expense and equity earnings of unconsolidated
joint ventures and entities
|
3,230 | (1,557 | ) | 10,393 | (3,514 | ) | ||||||||||
|
Income
tax expense
|
(424 | ) | (689 | ) | (1,422 | ) | (1,513 | ) | ||||||||
|
Income
(loss) before equity earnings of unconsolidated joint ventures and
entities
|
2,806 | (2,246 | ) | 8,971 | (5,027 | ) | ||||||||||
|
Equity
earnings of unconsolidated joint ventures and entities
|
202 | 270 | 861 | 817 | ||||||||||||
|
Gain
on sale of investments in unconsolidated entities
|
268 | -- | 268 | 2,450 | ||||||||||||
|
Net
income (loss)
|
$ | 3,276 | $ | (1,976 | ) | $ | 10,100 | $ | (1,760 | ) | ||||||
|
Net
income attributable to noncontrolling interest
|
(133 | ) | (85 | ) | (460 | ) | (246 | ) | ||||||||
|
Net
income (loss) attributable to Reading International, Inc. common
shareholders
|
$ | 3,143 | $ | (2,061 | ) | $ | 9,640 | $ | (2,006 | ) | ||||||
|
Basic
and diluted earnings (loss) per share attributable to Reading
International, Inc. common shareholders
|
$ | 0.14 | $ | (0.09 | ) | $ | 0.43 | $ | (0.09 | ) | ||||||
|
Weighted
average number of shares outstanding – basic
|
22,594,517 | 22,476,904 | 22,562,309 | 22,476,514 | ||||||||||||
|
Weighted
average number of shares outstanding – dilutive
|
22,662,306 | 22,476,904 | 22,630,097 | 22,476,514 | ||||||||||||
Reading
International, Inc. and Subsidiaries
Condensed Consolidated Balance
Sheets (Unaudited)(U.S.
dollars in thousands)
|
September
30, 2009
|
December
31, 2008
|
|||||||
|
ASSETS
|
||||||||
|
Current
Assets:
|
||||||||
|
Cash
and cash equivalents
|
$ | 19,253 | $ | 30,874 | ||||
|
Receivables
|
6,294 | 7,868 | ||||||
|
Inventory
|
733 | 797 | ||||||
|
Investment
in marketable securities
|
2,516 | 3,100 | ||||||
|
Restricted
cash
|
1,339 | 1,656 | ||||||
|
Prepaid
and other current assets
|
3,810 | 2,324 | ||||||
|
Total
current assets
|
33,945 | 46,619 | ||||||
|
Property
held for and under development
|
77,468 | 69,016 | ||||||
|
Property
& equipment, net
|
203,985 | 173,662 | ||||||
|
Investments
in unconsolidated joint ventures and entities
|
10,879 | 11,643 | ||||||
|
Investment
in Reading International Trust I
|
838 | 1,547 | ||||||
|
Goodwill
|
37,312 | 34,964 | ||||||
|
Intangible
assets, net
|
23,310 | 25,118 | ||||||
|
Other
assets
|
14,498 | 9,301 | ||||||
|
Total
assets
|
$ | 402,235 | $ | 371,870 | ||||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
|
Current
Liabilities:
|
||||||||
|
Accounts
payable and accrued liabilities
|
$ | 12,467 | $ | 13,170 | ||||
|
Film
rent payable
|
4,720 | 7,315 | ||||||
|
Notes
payable – current portion
|
7,934 | 1,347 | ||||||
|
Taxes
payable
|
6,231 | 6,425 | ||||||
|
Deferred
current revenue
|
5,165 | 5,645 | ||||||
|
Other
current liabilities
|
141 | 201 | ||||||
|
Total
current liabilities
|
36,658 | 34,103 | ||||||
|
Notes
payable – long-term portion
|
176,976 | 172,268 | ||||||
|
Notes
payable to related party – long-term portion
|
14,000 | 14,000 | ||||||
|
Subordinated
debt – trust preferred securities
|
27,913 | 51,547 | ||||||
|
Noncurrent
tax liabilities
|
6,729 | 6,347 | ||||||
|
Deferred
non-current revenue
|
595 | 554 | ||||||
|
Other
liabilities
|
26,148 | 23,604 | ||||||
|
Total
liabilities
|
289,019 | 302,423 | ||||||
|
Commitments
and contingencies
|
||||||||
|
Stockholders’
equity:
|
||||||||
|
Class
A Nonvoting Common Stock, par value $0.01, 100,000,000 shares authorized,
35,706,806 issued and 21,129,582 outstanding at September 30, 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 September 30, 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
|
134,300 | 133,906 | ||||||
|
Accumulated
deficit
|
(59,837 | ) | (69,477 | ) | ||||
|
Treasury
shares
|
(4,306 | ) | (4,306 | ) | ||||
|
Accumulated
other comprehensive income
|
40,954 | 7,276 | ||||||
|
Total
Reading International, Inc. stockholders’ equity
|
111,342 | 67,630 | ||||||
|
Noncontrolling
interest
|
1,874 | 1,817 | ||||||
|
Total
stockholders’ equity
|
113,216 | 69,447 | ||||||
|
Total
liabilities and stockholders’ equity
|
$ | 402,235 | $ | 371,870 | ||||