Nevada | 1-8625 | 95-3885184 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
500 Citadel Drive, Suite 300, Commerce, California | 90040 | |||
(Address of Principal Executive Offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 September 30, 2005. |
READING INTERNATIONAL, INC. | ||||||
Date: November 9, 2005
|
By: | /s/ Andrzej Matyczynski | ||||
Name: | Andrzej Matyczynski | |||||
Title: | Chief Financial Officer |
| Purchase, for $1.9 million, of an office building in Melbourne, Australia to serve as our Australian headquarters. We believe that this acquisition will reduce our general and administrative rental expense, while providing us with ownership of an asset likely to appreciate over time. | ||
| Sale, for $515,000, of our Wilmington and Northern property, one of several remaining tracks of railroad land, all of which are considered non-core assets under our current business plan. | ||
| Purchase, for $9.0 million, of the tenants ground lease estate in our Cinemas 1, 2 & 3 property in Manhattan, to complete the assemblage of that 7,840 square foot site on 3rd Avenue. | ||
| Revenue from ongoing operations, at $24.8 million increased 2.7% compared to Q3 2004. | ||
| Reported EBITDA (1) at $603,000, includes a one-time charge of $1.1 million for our CEOs bonus granted and approved this quarter by our compensation committee. |
(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
| On September 26, 2005, we sold our Wilmington and Northern property for $515,000. This property was one of several remaining tracks of railroad land, all of which are considered non-core assets under our current business plan. | ||
| On September 19, 2005, we acquired the tenants ground lease estate that is currently between (i) our fee ownership of the underlying land and (ii) our current possessory interest as the tenant in the building and improvements constituting the Cinemas 1, 2 & 3 in Manhattan. This tenants ground lease interest was purchased from Sutton Hill Capital LLC (SHC) for a $9.0 million note payable. As SHC is a related party to our corporation, our Boards Audit and Conflicts Committee, comprised entirely of outside independent directors, and subsequently our entire Board of Directors unanimously approved the purchase of the property. The Cinemas 1, 2 & 3 is located on 3rd Avenue between 59th and 60th Streets. |
2
In Millions | ||||
One-time CEO bonus |
$ | 1.1 | ||
Litigation cost increase |
$ | 0.7 | ||
Difference |
$ | 1.8 | ||
| Revenue from continuing operations increased by 17.1% or $11.0 million, to $75.2 million in the nine months of 2005 compared to 2004, while the operating expense percentage increased slightly to 76.5% from 76.0%. | ||
| Depreciation and amortization increased by $935,000 to $9.4 million in 2005, driven primarily by the late-year cinema and real estate acquisitions in 2004. | ||
| General and administrative expense grew $2.7 million to $13.5 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 and the one-time bonus for our CEO. | ||
| Interest expense increased by $1.5 million to $3.3 million in 2005, due to increased borrowings and higher interest rates. | ||
| Other income decreased by $1.9 million to $1.0 million in 2005, primarily due to realized currency transaction gains in 2004, not repeated in 2005. | ||
| Income from discontinued operations at $12.2 million in 2005 was driven by the gain on sale of assets of $13.6 million reported last quarter in connection with our disposal of both our Puerto Rico circuit and our Glendale, California office building. |
3
In Millions | ||||
Litigation cost increase |
$ | 1.2 | ||
Income no longer received from discontinued operations |
$ | 1.8 | ||
CEO one-time bonus |
$ | 1.1 | ||
Realized currency transaction gain shortage |
$ | 1.2 | ||
Difference |
$ | 5.3 | ||
| $10.3 million increase related to the sale of our Glendale Building; | ||
| $2.3 million increase related to the sale of our Puerto Rico cinema operation; | ||
| $515,000 increase in cash proceeds from the sale of our Wilmington and Northern property; | ||
| $1.0 million cash provided by a decrease in restricted cash; and | ||
| $25.7 million of new borrowings; offset by | ||
| $21.4 million of capital expenditures related to the on-going construction work on our Newmarket development; | ||
| $1.8 million related to the purchase of property and equipment in the U.S. and New Zealand; | ||
| $2.1 million of additional interest payments; | ||
| $905,000 additional capital contributions with respect to maintaining our 25% interest in 205-209 East 57th Street Associates, LLC; and | ||
| $11.8 million paid for the fee interest in the Cinemas 1, 2, 3 property in New York City. |
4
| 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. |
| in the United States, under the |
o | Reading brand, | ||
o | Angelika Film Center brand (http://angelikafilmcenter.com/), and | ||
o | City Cinemas brand (http://citycinemas.moviefone.com/); |
5
| in Australia, under the Reading brand (http://www.readingcinemas.com.au/); | |
| in New Zealand, under the |
o | Reading (http://www.readingcinemas.co.nz) and | ||
o | Berkeley Cinemas (http://www.berkeleycinemas.co.nz/) brands; and |
| With respect to our cinema operations: |
o | The number and attractiveness to movie goers of the films released in future periods; | ||
o | The amount of money spent by film distributors to promote their motion pictures; | ||
o | The licensing fees and terms required by film distributors from motion picture exhibitors in order to exhibit their films; | ||
o | The comparative attractiveness of motion pictures as a source of entertainment and willingness and/or ability of consumers (i) to spend their dollars on entertainment and (ii) to spend their entertainment dollars on movies in an outside the home environment; and | ||
o | The extent to which we encounter competition from other cinema exhibitors, from other sources of outside of the home entertainment, and from inside the home entertainment options, such as home theaters and competitive film product distribution technology such as, by way of example, cable, satellite broadcast, DVD and VHS rentals and sales, and so called movies on demand; |
| With respect to our real estate development and operation activities: |
o | The rental rates and capitalization rates applicable to the markets in which we operate and the quality of properties that we own; | ||
o | The extent to which we can obtain on a timely basis the various land use approvals and entitlements needed to develop our properties; | ||
o | The availability and cost of labor and materials; | ||
o | Competition for development sites and tenants; and |
6
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. |
7
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
Statements of Operations | 2005 | 2004 | 2005 | 2004 | ||||||||||||
Revenue |
$ | 24,809 | $ | 24,164 | $ | 75,186 | $ | 64,196 | ||||||||
Operating expense |
||||||||||||||||
Cinema/real estate |
18,624 | 17,923 | 57,523 | 48,771 | ||||||||||||
Depreciation and amortization |
3,242 | 3,052 | 9,409 | 8,474 | ||||||||||||
General and administrative |
5,600 | 3,896 | 13,479 | 10,791 | ||||||||||||
Operating loss |
(2,657 | ) | (707 | ) | (5,225 | ) | (3,840 | ) | ||||||||
Interest (expense), net |
(1,743 | ) | (691 | ) | (3,316 | ) | (1,774 | ) | ||||||||
Other income |
158 | 231 | 1,037 | 2,984 | ||||||||||||
(Loss) income from discontinued
operations |
| (533 | ) | 12,231 | (461 | ) | ||||||||||
Income tax (expense) |
(190 | ) | (327 | ) | (643 | ) | (762 | ) | ||||||||
Minority interest (expense) |
(140 | ) | (135 | ) | (559 | ) | (245 | ) | ||||||||
Net (loss) income |
$ | (4,572 | ) | $ | (2,162 | ) | $ | 3,525 | $ | (4,098 | ) | |||||
Basic (loss) earnings per share |
$ | (0.20 | ) | $ | (0.10 | ) | $ | 0.16 | $ | (0.19 | ) | |||||
Diluted (loss) earnings per share |
$ | (0.20 | ) | $ | (0.10 | ) | $ | 0.16 | $ | (0.19 | ) | |||||
EBITDA* |
603 | 2,385 | 17,461 | 8,346 | ||||||||||||
EBITDA* change | (1,782) |
9,115 |
||||||||||||||
* | 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 | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2005 | 2004 | 2005 | 2004 | |||||||||||||
Net (loss) income |
$ | (4,572 | ) | $ | (2,162 | ) | $ | 3,525 | $ | (4,098 | ) | |||||
Add: Interest expense, net |
1,743 | 691 | 3,316 | 1,774 | ||||||||||||
Add: Income tax provision |
190 | 327 | 643 | 762 | ||||||||||||
Add: Depreciation and amortization |
3,242 | 3,052 | 9,409 | 8,474 | ||||||||||||
Adjustment for discontinued operations |
| 477 | 568 | 1,434 | ||||||||||||
EBITDA |
$ | 603 | $ | 2,385 | $ | 17,461 | $ | 8,346 | ||||||||
8
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2005 | 2004 | 2005 | 2004 | |||||||||||||
Revenue |
||||||||||||||||
Cinema |
$ | 21,429 | $ | 20,919 | $ | 64,328 | $ | 54,934 | ||||||||
Real estate |
3,380 | 3,245 | 10,858 | 9,262 | ||||||||||||
24,809 | 24,164 | 75,186 | 64,196 | |||||||||||||
Operating expense |
||||||||||||||||
Cinema |
17,140 | 16,327 | 52,375 | 43,842 | ||||||||||||
Real estate |
1,484 | 1,596 | 5,148 | 4,929 | ||||||||||||
Depreciation and amortization |
3,242 | 3,052 | 9,409 | 8,474 | ||||||||||||
General and administrative |
5,600 | 3,896 | 13,479 | 10,791 | ||||||||||||
27,466 | 24,871 | 80,411 | 68,036 | |||||||||||||
Operating loss |
(2,657 | ) | (707 | ) | (5,225 | ) | (3,840 | ) | ||||||||
Non-operating income (expense) |
||||||||||||||||
Interest income |
40 | 190 | 149 | 785 | ||||||||||||
Interest expense |
(1,783 | ) | (881 | ) | (3,465 | ) | (2,559 | ) | ||||||||
(Loss) gain on sale of assets |
(2 | ) | 2 | (5 | ) | 129 | ||||||||||
Other (loss) income |
(263 | ) | (64 | ) | 29 | 1,500 | ||||||||||
Loss before minority interest expense,
discontinued operations, income tax
expense, and equity earnings of
unconsolidated joint ventures |
(4,665 | ) | (1,460 | ) | (8,517 | ) | (3,985 | ) | ||||||||
Minority interest expense |
140 | 135 | 559 | 245 | ||||||||||||
Loss from continuing operations |
(4,805 | ) | (1,595 | ) | (9,076 | ) | (4,230 | ) | ||||||||
Discontinued operations: |
||||||||||||||||
Gain on disposal of business operations |
| | 13,610 | | ||||||||||||
Loss from discontinued operations |
| (533 | ) | (1,379 | ) | (461 | ) | |||||||||
(Loss) income before income tax expense
and equity earnings of unconsolidated
joint ventures |
(4,805 | ) | (2,128 | ) | 3,155 | (4,691 | ) | |||||||||
Income tax expense |
190 | 327 | 643 | 762 | ||||||||||||
(Loss) income before equity earnings of
unconsolidated joint ventures |
(4,995 | ) | (2,455 | ) | 2,512 | (5,453 | ) | |||||||||
Equity earnings of unconsolidated joint
ventures |
423 | 293 | 1,013 | 1,355 | ||||||||||||
Net (loss) income |
$ | (4,572 | ) | $ | (2,162 | ) | $ | 3,525 | $ | (4,098 | ) | |||||
(Loss) earnings per common share basic: |
||||||||||||||||
Loss from continuing operations |
$ | (0.20 | ) | $ | (0.08 | ) | $ | (0.39 | ) | $ | (0.17 | ) | ||||
Income (loss) from discontinued
operations, net |
0.00 | (0.02 | ) | 0.55 | (0.02 | ) | ||||||||||
Basic (loss) earnings per share |
$ | (0.20 | ) | $ | (0.10 | ) | $ | 0.16 | $ | (0.19 | ) | |||||
Weighted average number of shares
outstanding basic |
22,437,569 | 21,899,290 | 22,168,652 | 21,899,290 | ||||||||||||
(Loss) earnings per common share
diluted: |
||||||||||||||||
Loss from continuing operations |
$ | (0.20 | ) | $ | (0.08 | ) | $ | (0.39 | ) | $ | (0.17 | ) | ||||
Income (loss) from discontinued
operations, net |
0.00 | (0.02 | ) | 0.55 | (0.02 | ) | ||||||||||
Diluted (loss) earnings per share |
$ | (0.20 | ) | $ | (0.10 | ) | $ | 0.16 | $ | (0.19 | ) | |||||
Weighted average number of shares
outstanding diluted |
22,437,569 | 21,899,290 | 22,168,652 | 21,899,290 | ||||||||||||
9
September 30, | December 31, | |||||||
2005 | 2004 | |||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 10,202 | $ | 12,292 | ||||
Receivables |
6,217 | 7,162 | ||||||
Inventory |
562 | 720 | ||||||
Investment in marketable securities, at cost |
108 | 29 | ||||||
Restricted cash |
3 | 815 | ||||||
Assets held for sale |
| 10,931 | ||||||
Prepaid and other current assets |
2,286 | 2,181 | ||||||
Total current assets |
19,378 | 34,130 | ||||||
Property & equipment, net |
190,130 | 131,672 | ||||||
Property held for development |
6,771 | 27,346 | ||||||
Investments in unconsolidated joint ventures |
8,462 | 7,352 | ||||||
Capitalized leasing costs, net |
16 | 20 | ||||||
Goodwill |
13,644 | 13,816 | ||||||
Intangible assets, net |
9,986 | 11,957 | ||||||
Other assets |
2,662 | 3,933 | ||||||
Total assets |
$ | 251,049 | $ | 230,226 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Liabilities |
||||||||
Accounts payable and accrued liabilities |
$ | 12,570 | $ | 12,335 | ||||
Film rent payable |
3,218 | 3,508 | ||||||
Notes payable current portion |
1,638 | 401 | ||||||
Income taxes payable |
7,174 | 6,714 | ||||||
Deferred current revenue |
2,092 | 2,177 | ||||||
Liabilities related to assets held for sale |
| 15,210 | ||||||
Other current liabilities |
69 | 599 | ||||||
Total current liabilities |
26,761 | 40,944 | ||||||
Notes payable long-term portion |
90,552 | 67,664 | ||||||
Notes payable to related parties |
14,000 | 5,000 | ||||||
Deferred non-current revenue |
530 | 522 | ||||||
Other liabilities |
11,079 | 10,615 | ||||||
Total liabilities |
142,922 | 124,745 | ||||||
Commitments and contingencies |
| | ||||||
Minority interest in consolidated subsidiaries |
3,470 | 3,470 | ||||||
Stockholders equity |
||||||||
Class A Nonvoting Common Stock, par value
$0.01, 100,000,000 shares authorized,
35,461,983 issued and 20,983,708 outstanding
at September 30, 2005 and 34,444,167 issued
and 20,452,733 outstanding at December 31,
2004 |
210 | 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 September
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 |
128,001 | 124,307 | ||||||
Accumulated deficit |
(51,375 | ) | (54,902 | ) | ||||
Treasury shares |
(3,515 | ) | | |||||
Accumulated other comprehensive income |
31,321 | 32,386 | ||||||
Total stockholders equity |
104,657 | 102,011 | ||||||
Total liabilities and stockholders equity |
$ | 251,049 | $ | 230,226 | ||||
10