Nevada (State or Other Jurisdiction of Incorporation) |
1-8625 (Commission File Number) |
95-3885184 (IRS Employer Identification No.) |
500 Citadel Drive, Suite 300, Commerce, California (Address of Principal Executive Offices) |
90040 (Zip Code) |
Item 2.02. Results of Operations and Financial Condition | ||||||||
Item 9.01. Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
Exhibit 99.1 |
99.1 | Press release issued by Reading International, Inc. pertaining to its results of operations and financial condition for the quarter ended June 30, 2005. |
READING INTERNATIONAL, INC. | ||||
Date: August 9, 2005
|
By: | /s/ Andrzej Matyczynski | ||
Name: Andrzej Matyczynski | ||||
Title: Chief Financial Officer |
| Sale of our Puerto Rico circuit for $2.3 million plus assumed liabilities, generating a gain on sale of $1.6 million. | ||
| Sale of our Glendale California office building, our last remaining domestic property that had no entertainment component, for $21.0 million, resulting in a gain of $12.0 million. | ||
| Completion of the purchase of the underlying fee interest in one of our Manhattan cinemas, for a total purchase price of $12.2 million. | ||
| Revenue from continuing operations at $24.9 million increased 24.2% compared to Q2 2004, notwithstanding a decline in gross revenues per screen. | ||
| Reported EBITDA(1)at $14.5 million, includes $13.6 million of gain on sale of the Puerto Rico circuit and the Glendale office building. Excluding this gain our EBITDA(1) was $0.9 million compared to $3.3 million in Q2 2004. |
(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 management believes it to be a relevant and useful measure to compare operating results among its 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). |
1
| The sale of our Puerto Rico circuit as of June 8, 2005 consisting of six leasehold cinemas with 48 screens for $2.3 million plus assumed liabilities. This sale generated a gain of $1.6 million for the quarter and represents the culmination of four years effort. Our Puerto Rico circuit had underperformed for a number of years principally due to competition from the dominant exhibitor in that market who currently controls in excess of 80% of that market. While we have brought an anti-trust action against that competitor, we believe that the prospects for Puerto Rico are far less attractive than opportunities currently available to us in Australia and New Zealand, and have accordingly, chosen to focus our overseas operations in these markets. As a result of the lack of any major blockbuster film in Puerto Rico and the generally poor product available for show during Q2 2005, and the loss of 3 weeks trading due to the sale, the EBITDA(1) from the circuit was approximately $1.4 million lower than in Q2 2004. | ||
| The sale on May 17, 2005 of our last remaining non-entertainment domestic property, other than land, our Glendale California office building, for $21.0 million. This sale generated a gain of $12.0 million. All the cash proceeds from the sale, approximately $10.3 million, were used in the purchase for $12.2 million of the Cinemas 1, 2 & 3 land and of the landlords interest in the ground lease, encumbering the land, as part of a tax deferred exchange under Section 1031 of the Internal Revenue Code. The sale of the Glendale building on May 17, 2005 resulted in a negative effect on the EBITDA(1) for Q2 2005 as compared to the same quarter in 2004, of approximately $251,000. |
2
| In the 2004 quarter, a gain on realized currency transactions was the primary driver for the $1.6 million other income, as compared to other income of $745,000 in the 2005 quarter, a reduction of $817,000. | ||
| In the 2005 quarter, income from discontinued operations of $12.9 million compared to $441,000 in the 2004 quarter, was almost totally made up of the gain on sale of the assets discussed above of $13.6 million. |
In Millions | ||||||||
Total shortfall |
$ | (2.4 | ) | |||||
Puerto Rico trading shortage |
$ | 1.4 | ||||||
Glendale office building rental shortage |
$ | 0.3 | ||||||
Legal cost increase |
$ | 0.6 | ||||||
Realized currency transaction gain shortage |
$ | 0.8 | ||||||
Increase in
EBITDA(1) attributed to continuing operations |
$ | 0.7 | ||||||
| Revenue from continuing operations increased by 25.8% or $10.4 million, to $50.4 million in the first half 2005 compared to 2004, while the operating expense percentage remained constant at approximately 77% in both periods. | ||
| Depreciation and amortization increased by $744,000 to $6.2 million in 2005, driven primarily by the late-year cinema acquisitions in 2004. | ||
| General and administrative expense grew $1.0 million to $7.9 million in the 2005 period. This increase is predominantly due to the increase in legal expense in connection with the prosecution of our continuing anti-trust litigation in the US. | ||
| Interest expense increased by $490,000 to $1.6 million in 2005, due to higher borrowings and higher interest rates. | ||
| Other income decreased by $1.9 million to $879,000 in 2005, primarily due to realized currency transaction gains in 2004, not repeated in 2005. |
3
| Income from discontinued operations at $12.2 million in 2005 was driven by the above discussed gain on sale of $13.6 million. |
In Millions | ||||
Total shortfall |
$ | (2.8 | ) | |
Puerto Rico trading shortage |
$ | 1.7 | ||
Glendale trading shortage |
$ | 0.3 | ||
Legal cost increase |
$ | 1.0 | ||
Realized currency transaction gain shortage |
$ | 1.9 | ||
Increase in EBITDA(1) attributed to continuing operations |
$ | 2.1 | ||
| $10.3 million related to the sale of our Glendale office building; | ||
| $2.3 million related to the sale of our Puerto Rico cinema operation; and | ||
| $15.3 million of new borrowings; offset by | ||
| $13.5 million of capital expenditures related to the on-going construction work on our Newmarket shopping center development; | ||
| $1.0 million related to the purchase of property and equipment in the U.S. and New Zealand; | ||
| $1.7 million used to support our Puerto Rico operation prior to its sale; | ||
| $963,000 attributed to our additional investment in the 205-209 East 57th Street Associates, LLC, the developer of Place 57 in Manhattan; and | ||
| $11.5 million paid for the acquisition of the land underlying the Cinemas 1, 2, 3 in New York. |
4
| the development, ownership and operation of multiplex cinemas in the United States, Australia and New Zealand; and |
5
| the development, ownership and operation of retail and commercial real estate in Australia, New Zealand and the United States, including entertainment-themed retail centers (ETRC) in Australia and New Zealand and live theater assets in Manhattan and Chicago in the United States. |
| in the United States, under the |
| Reading brand, | ||
| Angelika Film Center brand (http://angelikafilmcenter.com/), and | ||
| City Cinemas brand (http://citycinemas.moviefone.com/); |
| in Australia, under the Reading brand (http://www.readingcinemas.com.au/); and | ||
| in New Zealand, under the |
| Reading (http://www.readingcinemas.co.nz) and | ||
| Berkeley Cinemas (http://www.berkeleycinemas.co.nz/) brands. |
| With respect to our cinema operations: |
° | The number and attractiveness to movie goers of the films released in future periods; | ||
° | The amount of money spent by film distributors to promote their motion pictures; | ||
° | The licensing fees and terms required by film distributors from motion picture exhibitors in order to exhibit their films; | ||
° | 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 | ||
° | 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: |
° | The rental rates and capitalization rates applicable to the markets in which we operate and the quality of properties that we own; | ||
° | The extent to which we can obtain on a timely basis the various land use approvals and entitlements needed to develop our properties; |
6
° | The availability and cost of labor and materials; | ||
° | Competition for development sites and tenants; and | ||
° | 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: |
° | 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; | ||
° | The relative values of the currency used in the countries in which we operate; | ||
° | Changes in government regulation, including by way of example, the costs resulting from the implementation of the requirements of Sarbanes Oxley; | ||
° | 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); | ||
° | 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; | ||
° | 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 | ||
° | Changes in applicable accounting policies and practices. |
7
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
Statements of Operations | 2005 | 2004 | 2005 | 2004 | ||||||||||||
Revenue |
$ | 24,853 | $ | 20,015 | $ | 50,377 | $ | 40,031 | ||||||||
Operating expense |
||||||||||||||||
Cinema/real estate |
19,697 | 15,597 | 38,899 | 30,848 | ||||||||||||
Depreciation and amortization |
3,003 | 2,648 | 6,166 | 5,422 | ||||||||||||
General and administrative |
4,132 | 3,497 | 7,879 | 6,895 | ||||||||||||
Operating loss |
(1,979 | ) | (1,727 | ) | (2,567 | ) | (3,134 | ) | ||||||||
Interest expense, net |
708 | 601 | 1,574 | 1,084 | ||||||||||||
Other income |
745 | 1,562 | 879 | 2,755 | ||||||||||||
Income from discontinued
operations |
12,943 | 441 | 12,231 | 71 | ||||||||||||
Income tax expense |
220 | 134 | 453 | 435 | ||||||||||||
Minority interest expense |
281 | 125 | 419 | 110 | ||||||||||||
Net income (loss) |
$ | 10,500 | $ | (584 | ) | $ | 8,097 | $ | (1,937 | ) | ||||||
Basic earnings (loss) per share |
$ | 0.48 | $ | (0.03 | ) | $ | 0.37 | $ | (0.09 | ) | ||||||
Diluted earnings (loss) per share |
$ | 0.48 | $ | (0.03 | ) | $ | 0.37 | $ | (0.09 | ) | ||||||
EBITDA* |
14,520 | 3,277 | 16,858 | 5,961 | ||||||||||||
EBITDA* change | 11,243 |
10,897 |
||||||||||||||
* | EBITDA presented above is net loss adjusted for interest expense (net of interest income), income tax expense, depreciation and amortization expense, and an adjustment for discontinued operations (this includes interest expense and depreciation and amortization for the discontinued operations). |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2005 | 2004 | 2005 | 2004 | |||||||||||||
Net income (loss) |
$ | 10,500 | $ | (584 | ) | $ | 8,097 | $ | (1,937 | ) | ||||||
Add: Interest expense, net |
708 | 601 | 1,574 | 1,084 | ||||||||||||
Add: Income tax provision |
220 | 134 | 453 | 435 | ||||||||||||
Add: Depreciation and amortization |
3,003 | 2,648 | 6,166 | 5,422 | ||||||||||||
Adjustment for discontinued operations |
89 | 478 | 568 | 957 | ||||||||||||
EBITDA |
$ | 14,520 | $ | 3,277 | $ | 16,858 | $ | 5,961 | ||||||||
8
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2005 | 2004 | 2005 | 2004 | |||||||||||||
Revenue |
||||||||||||||||
Cinema |
$ | 20,983 | $ | 16,969 | $ | 42,899 | $ | 34,014 | ||||||||
Real estate |
3,870 | 3,046 | 7,478 | 6,017 | ||||||||||||
24,853 | 20,015 | 50,377 | 40,031 | |||||||||||||
Operating expense |
||||||||||||||||
Cinema |
17,642 | 13,819 | 35,235 | 27,515 | ||||||||||||
Real estate |
2,055 | 1,778 | 3,664 | 3,333 | ||||||||||||
Depreciation and amortization |
3,003 | 2,648 | 6,166 | 5,422 | ||||||||||||
General and administrative |
4,132 | 3,497 | 7,879 | 6,895 | ||||||||||||
26,832 | 21,742 | 52,944 | 43,165 | |||||||||||||
Operating loss |
(1,979 | ) | (1,727 | ) | (2,567 | ) | (3,134 | ) | ||||||||
Non-operating income (expense) |
||||||||||||||||
Interest income |
36 | 259 | 109 | 594 | ||||||||||||
Interest expense |
(744 | ) | (860 | ) | (1,683 | ) | (1,678 | ) | ||||||||
(Loss) gain on Sale of Assets |
(3 | ) | 127 | (3 | ) | 127 | ||||||||||
Other income |
562 | 897 | 292 | 1,564 | ||||||||||||
Loss before minority interest, income from
discontinued operations, income tax expense, and
equity earnings of unconsolidated investments |
(2,128 | ) | (1,304 | ) | (3,852 | ) | (2,527 | ) | ||||||||
Minority interest expense |
281 | 125 | 419 | 110 | ||||||||||||
Loss from continuing operations |
(2,409 | ) | (1,429 | ) | (4,271 | ) | (2,637 | ) | ||||||||
Discontinued operations: |
||||||||||||||||
Gain on disposal of business operations |
13,610 | | 13,610 | | ||||||||||||
(Loss) income from discontinued operations |
(667 | ) | 441 | (1,379 | ) | 71 | ||||||||||
Income (loss) before income tax expense and equity
earnings of unconsolidated investments |
10,534 | (988 | ) | 7,960 | (2,566 | ) | ||||||||||
Income tax expense |
220 | 134 | 453 | 435 | ||||||||||||
Income (loss) before equity earnings from
unconsolidated investments |
10,314 | (1,122 | ) | 7,507 | (3,001 | ) | ||||||||||
Equity earnings of unconsolidated investments |
186 | 538 | 590 | 1,064 | ||||||||||||
Net income (loss) |
$ | 10,500 | $ | (584 | ) | $ | 8,097 | $ | (1,937 | ) | ||||||
Earning (loss) per common share basic: |
||||||||||||||||
Loss from continuing operations |
$ | (0.11 | ) | $ | (0.05 | ) | $ | (0.19 | ) | $ | 0.00 | |||||
Income (loss) from discontinued operations, net |
0.59 | 0.02 | 0.56 | (0.09 | ) | |||||||||||
Basic earnings (loss) per share |
$ | 0.48 | $ | (0.03 | ) | $ | 0.37 | $ | (0.09 | ) | ||||||
Weighted average number of shares outstanding basic |
21,988,031 | 21,899,290 | 21,988,031 | 21,899,290 | ||||||||||||
Earning (loss) per common share diluted: |
||||||||||||||||
Loss from continuing operations |
$ | (0.11 | ) | $ | (0.05 | ) | $ | (0.19 | ) | $ | 0.00 | |||||
Income (loss) from discontinued operations, net |
0.59 | 0.02 | 0.56 | (0.09 | ) | |||||||||||
Diluted earnings (loss) per share |
$ | 0.48 | $ | (0.03 | ) | $ | 0.37 | $ | (0.09 | ) | ||||||
Weighted average number of shares outstanding
diluted |
21,988,031 | 21,899,290 | 21,988,031 | 21,899,290 | ||||||||||||
9
June 30, | December 31, | |||||||
2005 | 2004 | |||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 12,094 | $ | 12,292 | ||||
Receivables |
5,354 | 7,162 | ||||||
Inventory |
498 | 720 | ||||||
Investment in marketable securities, at cost |
29 | 29 | ||||||
Restricted cash |
8 | 815 | ||||||
Assets held for sale |
| 10,931 | ||||||
Prepaid and other current assets |
3,881 | 2,181 | ||||||
Total current assets |
21,864 | 34,130 | ||||||
Property & equipment, net |
149,969 | 131,672 | ||||||
Property held for development |
28,168 | 27,346 | ||||||
Investment in unconsolidated joint ventures |
8,327 | 7,352 | ||||||
Capitalized leasing costs, net |
17 | 20 | ||||||
Goodwill |
13,648 | 13,816 | ||||||
Intangible assets, net |
11,544 | 11,957 | ||||||
Other assets |
3,307 | 3,933 | ||||||
Total assets |
$ | 236,844 | $ | 230,226 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Liabilities |
||||||||
Accounts payable and accrued liabilities |
$ | 12,255 | $ | 12,335 | ||||
Film rent payable |
4,502 | 3,508 | ||||||
Notes
payable current portion |
1,088 | 401 | ||||||
Income taxes payable |
7,046 | 6,714 | ||||||
Deferred current revenue |
2,012 | 2,177 | ||||||
Liabilities related to assets held for sale |
| 15,210 | ||||||
Other current liabilities |
10 | 599 | ||||||
Total current liabilities |
26,913 | 40,944 | ||||||
Notes
payable long-term portion |
85,714 | 72,664 | ||||||
Deferred non-current revenue |
543 | 522 | ||||||
Other liabilities |
11,197 | 10,615 | ||||||
Total liabilities |
124,367 | 124,745 | ||||||
Commitments and contingencies |
| | ||||||
Minority interest in consolidated subsidiaries |
3,664 | 3,470 | ||||||
Stockholders equity |
||||||||
Class A Nonvoting Common Stock, par value $0.01, 100,000,000 shares
authorized, 34,524,983 issued and 20,533,550 outstanding at June
30, 2005 and 34,444,167 issued and 20,452,733 outstanding at
December 31, 2004 |
205 | 205 | ||||||
Class B Voting Common Stock, par value $0.01, 20,000,000 shares
authorized, 2,148,745 issued and 1,495,490 outstanding at June 30,
2005 and 2,198,761 shares issued and 1,545,506 outstanding at
December 31, 2004 |
15 | 15 | ||||||
Nonvoting Preferred Stock, par value $0.01, 12,000 shares authorized |
| | ||||||
Additional paid-in capital |
124,536 | 124,307 | ||||||
Accumulated deficit |
(46,805 | ) | (54,902 | ) | ||||
Accumulated other comprehensive income |
30,862 | 32,386 | ||||||
Total stockholders equity |
108,813 | 102,011 | ||||||
Total liabilities and stockholders equity |
$ | 236,844 | $ | 230,226 | ||||
10