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READING INTERNATIONAL INC

For the period ended Sep 30, 2024. Filed Nov 14, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 14, 2024

RDIB$10.20-3.5%Stored close · as of Nov 5, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-08-14.

0000716634-24-000025

Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-09-30; filed 2024-11-14.

0000716634-24-000035

Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 268 previous paragraphs and 270 current paragraphs.

192 unchanged; 59 reworded; 18 added; 15 removed; 2 previous and 1 current paragraphs rearranged.

Tables are not compared: 8 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (18)

Current report

While our performance this quarter was not as strong as we had anticipated, especially in comparison to the third quarter of 2023, we remain optimistic about the direction of our cinema business and the cinema industry as a whole. Presales to date for Wicked and Moana 2, which open in November 2024 are strong and we have high expectations for Gladiator II, Mufasa: The Lion King and Sonic the Hedgehog 3, each of which open in December 2024. As we think about the future of the cinema industry, we are encouraged about the long term prospects of the cinema industry for a variety of reasons, including (i) the current movie release schedule from 2025 to 2027 reflects an increase in quality tentpole movies, (ii) more content is being released catering to niche cinema audiences, such as faith-based movies and concert films, (iii) major studios and distributors, including streaming platforms like Amazon, Apple TV, and Netflix, are adding a cinema exhibition leg to their overall distribution plan as they recognize the economic value of the theatrical release window, not only for driving box office revenues, but also for promoting and distinguishing their films from other content available on their platforms, and (iv) the success of certain highly anticipated and well-marketed films has shown that audiences are willing to return to cinemas, with attendance levels on a per film basis rivaling those of pre-pandemic blockbusters.

Current report

We have reduced our operating costs by neither renewing nor extending our leases at five (5) underperforming locations (three in Hawaii, one in California and one in Texas). The reduction in our cinema count has, however, negatively impacted our gross revenues. We have been working to re-negotiate leases at our continuing U.S. cinemas to either reduce occupancy or to convert fixed rent to percentage rent, thus better aligning our landlord's interests with our own.

Current report

With respect to our real estate segment, our Australian real estate operations continue to perform well, when measured in local currency. However, while the exchange rates for the Australian dollar have improved marginally in the third quarter 2024 as reflected above, the contribution of the Australian real estate operations to our financial performance for the nine-month period ended September 30, 2024 has been adversely impacted by the generally downward trend in exchange rates. And, recognizing our reduced need for administrative space, in 2024, we streamlined operations by selling our administrative building in Culver City, California, generating $1.2 million in cash after settling mortgages, brokerage fees, and transactional costs. Further, we anticipate that this sale will save us around $1.5 million in operating and holding costs through the end of 2025. Currently, we are managing our California operations remotely while we search for a more affordable, appropriately sized space for relocation.

Current report

The current macroeconomic situations such as inflation, interest rates, labor cost increases and the relatively low exchange value of the Australian and New Zealand dollars have continued to be obstacles that our cinema operations and the entire cinema industry continues to navigate, and have adversely impacted our global cinema segment:

Current report

The third quarter of 2024 did have some impressive movie releases such as Deadpool & Wolverine, Despicable Me 4, Beetlejuice Beetlejuice, Twisters, and It Ends with Us. The third quarter of 2024 was also helped by the steady success of Inside Out 2, which is now the highest grossing animated movie of all time worldwide. Deadpool & Wolverineled the way for the third quarter (global box office to date $1.3 billion), along with Despicable Me 4 (global box office to date of $969 million), Twisters(global box office to date of almost $371 million), and the recently released Beetlejuice Beetlejuice(global box office to date of $451 million). Surprisingly, the independent film, Longlegs, performed better than expected at the box office grossing $126 million worldwide. While these titles helped uplift the third quarter’s grosses, they were released late in the quarter and, as a result, were not enough to boost the third quarter of

Current report

2024’s grosses to the same level or higher than that of the third quarter of 2023. In addition, our specialty cinemas in the U.S. did not perform as well in the third quarter 2024 compared to the same period in 2023 when movies like Past Lives, Bottoms, Theater Campand Asteroid City were in release, in addition to two key New York City engagements of Oppenheimer in 70mm projection.

Current report

The 2024 remaining film lineup looks robust, and features some highly anticipated releases, which are expected to continue driving audiences to our big screens. These films include: Wicked, Moana 2, Gladiator 2, and Mufasa: The Lion King. On the specialty film side, while our specialty film slate is not as strong as it was in 2023, the releases for the remainder of 2024 are promising. Films such as Anora, Conclave, Nickel Boys, A Complete Unknown, September 5 and Nosferatu are either performing well right now or expect to be well received at the box office when they open later in 2024.

Current report

The box office performance of certain films released in the third quarter of 2024 has illustrated resilience for the industry as a whole. As previously noted, sequel movies, such as Deadpool & Wolverine and Inside Out 2, delivered stellar results. The Marvel sequel, Deadpool & Wolverine led the charge for released films this past quarter and quickly became the number one R rated movie of all time both domestically and worldwide. Inside Out 2 has soared to become the highest grossing animated movie of all time worldwide and continued its success into the third quarter. Another animated success that is continuing to generate revenue is Despicable Me 4, which by producing just under $1 billion worldwide, brings the franchise’s collective revenue to over $5.6 billion worldwide. Also, Beetlejuice Beetlejuicehas become Warner Bros highest grossing domestic movie of 2024 and the overall fourth highest grossing movie of 2024.

Current report

It is evident that these two business segments complement and support each other. In the post-pandemic environment, we have increasingly depended on income from our real estate assets and leveraged the inherent value of those assets to navigate current industry and economic challenges. As the impact of ongoing macroeconomic challenges begins to settle and the movie release schedule improves in both quality and volume, attracting more moviegoers to our cinemas, we expect to once again rely on the cash flows generated by our cinema portfolio.

Current report

Revenue for the quarter ended September 30, 2024, decreased by $6.5 million, to $60.1 million, compared to the same period in the prior year, primarily due to(i) lower attendance in all three countries as a result of closing cinemas in the U.S. along with lower performing titles for our theaters in the third quarter of 2024 compared to 2023, (ii) slight decreases in property rent revenue in all three countries, and (iii) lower U.S. live theatre revenue. The decrease in revenue was offset by the appreciation of the AU/NZ foreign exchange rates against US dollar.

Current report

For the quarter ended September 30, 2024, cinema revenue decreased by$6.3 million, to $56.4 million when compared to the same period in the prior year. This decrease was primarily due toa global decline in attendance, in part due to the closure of the cinemas in the U.S. described above and aweaker slate of film in our U.S. specialty cinemas.

Current report

Cinema segment operating loss for the nine months ended September 30, 2024, was $3.1 million compared to a gain of $4.3 million during the same period in the prior year, primarily due to decreased attendance as a result of a weaker film slate as a result of the impacts of the 2023 Hollywood Strikes, in addition to a weaker film slate at our U.S. specialty cinemas and the closure of multiple cinemas in the U.S.

Current report

Real estate segment operating income for the quarter ended September 30, 2024 increased by $0.5 million to $1.4 million, compared to the same period in the prior year. This increase was primarily due reduced operating expenses in the U.S. and Australia and reduced global depreciation and amortization.

Current report

For the nine months ended September 30, 2024, real estate segment operating income increased slightly to $3.2 million, compared to the same period in the prior year. This increase in operating income was due to lower depreciation and amortization expenses across all three countries and lower general and administrative expense in Australia.

Current report

In the event that we cannot obtain sufficient net proceeds from the disposition of these assets (or determine to defer disposition due to unfavorable market conditions), in addition to other strategies, we may look to monetize other real estate assets.
Removed paragraphs (15)

Previous report

We continue to be optimistic about the current trajectory of our cinema business and the cinema industry as a whole. Although we remain positive, we are currently, and have in recent years, been impacted by multiple factors, such as COVID – 19, the 2023 Hollywood Strikes and current macroeconomic situations such as inflation, interest rates, labor increases and the declining value of the Australian and New Zealand dollars. These factors are largely beyond our control, and continue to adversely impact the profitability of our global cinema segment when compared to pre-pandemic levels:

Previous report

Recognizing our needs for administrative space reduced in 2024, we streamlined our operations by divesting our administrative building in Culver City, California, freeing up$1.2 million in cash after covering mortgage settlements, brokerage commissions, and transactional fees. It is our expectation that this asset disposition will yield savings of approximately $1.5 million in operational and holding expenses between now and the end of 2025. At the present time, we are managing our California overhead by working remotely, while we work to relocate in less expensive right-sized space.

Previous report

Despite the impact from the 2023 Hollywood Strikes, the box office revenue of certain movies released during the second quarter of 2024 demonstrated strength. As mentioned above, sequel movies such as Inside Out 2, Kingdom of the Planet of the Apes, and Bad Boys: Ride or Diedelivered record breaking results. Inside Out 2 has soared to over $1.5 billion in worldwide box office, becoming the highest grossing animated movie worldwide of all time. This Disney sequel’s domestic opening in June 2024 increased over 71% from the initial movie released in 2015 and became Pixar’s top-grossing movie of all time. Kingdom of the Planet of the Apes currently has a worldwide gross of over $397 million, becoming the 2 nd best domestic 20 th Century Studios movie ever. Witha worldwide gross of over $400 million, Bad Boys Ride or Die, the fourth movie in the series, has now helped the franchise reach over $1.2 billion worldwide. Further growing the second quarter 2024 box office, Civil Warbrought in over $122 million making it A24’s 2 nd highest-grossing movie behind Everything, Everywhere, All at Once.

Previous report

The achievement of these films not only reinforces our confidence in the enduring strength of the global cinema industry but also highlights its resilience in the face of past and continuing challenges such as rising operating expenses, labor shortages, changes to movie release dates and supply chain disruptions. As we enter the third quarter of 2024, we are ready to build on this momentum with another exciting movie lineup. Audiences have already been treated to Inside Out 2, Despicable Me 4 and Twisters and now Deadpool & Wolverine. Despicable Me 4 grossed almost $809 million worldwide, catapulting the franchise to over a $5 billion worldwide gross, making it the 3 rd highest movie of 2024 at the domestic box office. Twisters had a positive impact at the box office by having a domestic opening gross of over $81 million and over a 97% increase from its 1996 domestic opening.

Previous report

We believe these two business segments complement and support one another. Prior to COVID-19, we used cash flows generated by our cinema operations to fund the front-end cash demands of our real estate development business. Post pandemic, we relied more upon income from our real estate assets, and tapped into the imbedded value in those assets, to support our Company through the COVID-19 crisis. As the impact of residual macroeconomic issues diminishes and the movie release schedule improves in terms of both quality and quantity thereby enticing patrons back to our cinemas, we believe that we will once again be able to rely on the cash flows generated by our cinema portfolio. For example, a 100-basis point reduction in rates would save us $2 million per year.

Previous report

Rouse Hill renovation: Our Reading Cinema in Rouse Hill (NSW) will undergo a lease obligated refurbishment focusing on the foyer, concessions, including the introduction of hot food offerings, and the addition of another all reclining Premium auditorium. The preliminary drawings have been completed and we are developing construction drawings for applicable approvals.

Previous report

Angelika Film Centre, South City Square: Australia’s first Angelika opened on August 24, 2023 in the Woolloongabba (Queensland) South City Square development. The complex offers eight screens, all reclining seating, and exceptional hot food and liquor offerings.

Previous report

Revenue for the quarter ended June 30, 2024, decreased by $18.2 million, to $46.8 million, compared to the same period in the prior year, primarily due to(i) a weaker movie slate due to the negative impacts of the 2023 Hollywood Strikes, (ii)decreased U.S. and New Zealand property rent revenue, in part due to loss of third party rent revenue from our Culver City Office building, due to the abandonment by that tenant of their premises at the building in July 2023 (we subsequently sold the property in February 2024), (iii) lower U.S. live theatre revenue, and (iv) a softening of the AU/NZ foreign exchange rates.

Previous report

For the quarter ended June 30, 2024, cinema revenue decreased by $18.1 million, to$42.9 million compared to the same period in the prior year. This decrease was primarily due to (i)weaker movie slate as a result of the 2023 Hollywood Strikes, and (ii) weakening of AU/NZ foreign exchange rates.

Previous report

Cinema segment operating loss for the six months ended June 30, 2024, increased by $5.3 million, to a loss of $5.4 million when compared to the same period in the prior year primarily due to the same reasons as above.

Previous report

Real estate segment operating income for the quarter ended June 30, 2024 decreased by $0.3 million to $0.9 million, compared to the same period in the prior year. This change was primarily due to the loss in income from the sale of our (i) Culver City office building in February 2024 and (ii) Maitland (NSW) property in October 2023.

Previous report

For the six months ended June 30, 2024, real estate segment operating income decreased by $0.5 million, to $1.8 million, compared to the same period in the prior year. This decrease in operating income was due to reduction in U.S. and NZ’s rental income. This decrease was similarly driven by the loss of income from the sale of our (i) Culver City office building in February 2024 and (ii) Maitland (NSW) property sold in October 2023.
Reworded paragraphs (59)

Previous wording

Inflationary pressures, ongoing supply chain issues, mandatory minimum wage increases, increased operating expenses all arising post-pandemic continue to push up our variable costs while we encounter consumer resistance to higher ticket prices;

Current wording

Inflationary pressures, ongoing supply chain issues, mandatory minimum wage increases and increases in benefits, increased operating expenses all arising post-pandemic continue to push up our variable costs while we encounter consumer resistance to higher ticket prices;

Previous wording

Reserve banks in the U.S., Australia and New Zealand have increased interest rates causing our cost of borrowing to increase materially;

Current wording

Since March 2022, reserve banks in the U.S., Australia and New Zealand have materially increased interest rates causing our cost of borrowing to increase materially. We are encouraged by (i) the U.S. Federal Reserve reducing interest rates by 50 basis points in September 2024 and by 25 basis points in November 2024 and (ii) the New Zealand Reserve Bank in October 2024 reducing interest rates by 50 basis points, with an indication that the market expects a further 75 basis point cut by the New Zealand Reserve Bank in November;

Previous wording

Decreases in exchange rates for the Australian and New Zealand currencies when compared to the U.S. Dollar; and

Current wording

Also, while exchange rates for the Australian and New Zealand dollar have improved somewhat over the quarter ended September 30, 2024, exchange rates for the Australian and New Zealand currencies have generally decreased when compared to the U.S. Dollar, on a year-to-date basis; and

Previous wording

In addition to the above factors negatively influencing the profitability of our global cinema business, we continue to feel the repercussions of the 2023 Hollywood Strikes on our second quarter 2024 operations. Several notable movie titles initially slated for 2024 have been postponed to 2025, including Captain America: Brave New World, Thunderbolts, Disney’s Snow White, Elio, Mission: Impossible 8, SpongeBob SquarePants, and James Cameron’s eagerly awaited Avatar sequel. While certain second quarter 2024 movies such as Kingdom of the Planet of the Apes, Bad Boys: Ride or Dieand Inside Out 2 delivered impressive box office performances, they did not save the second quarter of 2024 in comparison to the same period in 2023. Three recent releases, in addition to Inside Out 2, which is now the highest grossing animated movie of all time worldwide, have exceeded box office expectations, but were released either late in the second quarter, or in the third quarter of 2024 and, consequently, did not materially impact our results in the first two quarters: Despicable Me 4 (global box office to date of $809 million), Twisters(global box office to date of $312 million) and Deadpool & Wolverine (global box office to date of $1.0 billion). However, theremaining 2024 film lineup looks strong, featuring highly anticipated releases expected to continue driving audiences to our big screens, including: Joker: Folie a Deux, Wicked, Moana 2, Gladiator 2 and Mufasa: Lion King. Even though we continue to monitor the above factors, we are optimistic about the long-term outlook for our industry for several reasons: (i) more product is being produced catering to niche cinema audiences, like those for concert films and faith-based movies, (ii) major studios and distributors, including streaming platforms such as Amazon, Apple TV and Netflix recognize the economic importance of the theatrical movie release window not only for its contribution to box office revenues, but also as a platform to publicize and differentiate their product from other product available on cable or through streaming, and (iii) the attendance levels of certain highly anticipated, well marketed movies have demonstrated that moviegoers will leave their homes for a night at the movies at attendance rates comparable to pre-pandemic blockbusters.

Current wording

The film exhibition industry has seen some notable movie titles initially slated for 2024 being postponed to 2025, including Captain America: Brave New World, Thunderbolts, Disney’s Snow White, Elio, Mission: Impossible 8, SpongeBob SquarePants, and James Cameron’s eagerly awaited Avatar sequel, which, while negatively impacting our current year, we anticipate will make for a positive effect on the 2025 movie slate.

Previous wording

We continue to work with our landlords to address our occupancy costs, which are high at current revenue levels. Acknowledging that that there is an excess of cinemas in the U.S, we have been assessing our U.S. holdings and intend to continue to close non-performing locations where reasonable accommodations cannot be worked out with the applicable landlord. Since the beginning of the fourth quarter of 2022, we have not renewed our leases at three locations in Hawaii, one location in Texas and one location in Northern California (all of which suffered from negative theater level cash flow). While from time to time in these negotiations, certain of our existing U.S. cinema landlords have engaged in legal proceedings, in each such pending case, we have reached tentative agreements as to revised going forward lease terms, which agreements are currently being documented. We continue to be confident that in the coming years, our cinema revenue will once again support our real estate development ventures. We have one project in Australia for eight screens in the pipeline today.

Current wording

We are actively working with our landlords to manage our occupancy costs, which remain high relative to our current revenue levels. Recognizing the oversupply of cinemas in the U.S., we have been evaluating our U.S. holdings and plan to close underperforming locations where reasonable agreements with landlords cannot be reached. Since the start of fourth quarter 2022, we have chosen not to renew leases at three locations in Hawaii, one location in Texas, and one location in Northern California (all of which experienced negative cash flow at the theater level). While some of our U.S. landlords have initiated legal proceedings incident to these negotiations, we believe that we have tentatively reached revised lease agreements in each pending case, which are now being documented. While in the short term, cinema closures will have an impact on our gross revenue levels year-over-year, we anticipate that they will improve our longer term operating results and remain confident that such closures are in the best interests of our Company and our stockholders and that in the coming years, our cinema revenue will once again support our real estate development initiatives. Currently, we have one eight-screen cinema project in the pipeline in Australia.

Previous wording

Additionally, we anticipate sustained improvements in the operational performance of our cinemas as our global circuit continues its recovery. One driving factor for this optimism is the ongoing expansion and refinement of our Food and Beverage (“F&B”) menus. Notably, as mentioned above, in 2023, we can sell beer and wine in 100% of our U.S. cinemas and can sell liquor in all, but three, U.S. Cinemas. We are in the process of seeking the licenses to sell liquor at each of these U.S. Cinemas, along with beer and wine. Looking ahead, we are committed to obtaining liquor licenses and enriching our F&B offerings across our circuits in Australia and New Zealand. This strategic focus displays our dedication to enhancing the overall cinema experience for our valued customers.

Current wording

Additionally, we expect continued improvements to the operational performance of our cinemas as our global circuit steadily recovers. A key factor in this optimism is the ongoing expansion and enhancement of our Food and Beverage (F&B) offerings. As of 2023, we are currently able to sell beer and wine in 100% of our U.S. cinemas, and liquor in all but three. We are actively pursuing licenses to offer liquor, along with beer and wine, at those remaining three locations. Looking ahead, we are committed to securing liquor licenses and enhancing our F&B offerings across our circuits in Australia and New Zealand as well, reinforcing our dedication to elevating the cinema experience for our customers.

Previous wording

Again, we look forward to a diverse range of upcoming releases for the remainder of 2024, including (i)Beetlejuice Beetlejuice, Transformers One, Joker: Folie a Deux, Venom: the Last Dance, Wicked, Moana 2, Gladiator 2, Mufasa: Lion King and Sonic the Hedgehog 3 and (ii) critically acclaimed films from specialty distributors, including, without limitation, director John Crowley’s We Live in Time, director Andrea Arnold’s Bird, director RaMell Ross’ Nickel Boys, director Luca Guadagnino’s Queer, director James Mangold’s A Complete Unknownand director Pedro Almodovar’s The Room Next Door.

Current wording

The success of these films has reinforced our confidence in the resilience of the global cinema industry, demonstrating its ability to withstand adversity, including rising operating costs, labor shortages, and shifting release schedules. Additionally, several standout releases from the third quarter of 2024 achieved significant milestones with Twisters having the highest domestic opening weekend ever for a natural disaster film, while It Ends With Us became the highest-grossing romantic drama since the 2018 hit, A Star is Born. As mentioned above, another Michael Keaton, reborn cult classic, Beetlejuice Beetlejuice became the highest-grossing domestic film of the year for Warner Bros., surpassing Dune: Part Two for the top spot. As we enter the fourth quarter of 2024, we are ready to build on this momentum continuing another exciting movie lineup. We look forward to the diverse lineup of releases planned for the rest of 2024, including (i)Wicked, Moana 2, Gladiator 2, Mufasa: Lion Kingand Sonic the Hedgehog 3 and (ii) critically acclaimed films from specialty distributors, such as director John Crowley’s We Live in Time, director RaMell Ross’ Nickel Boys, director James Mangold’s A Complete Unknownand director Robert Eggers’Nosferatu.

Previous wording

In the United States, during the first quarter of 2024, we sold our underutilized administrative office building in Culver City, California for $10.0 million.

Current wording

Regarding our United States real estate, during the first quarter of 2024, we sold our underutilized administrative office building in Culver City, California for $10.0 million.

Previous wording

With respect to our 44 Union Square property in New York City, during the first quarter we engaged a new leasing broker, George Comfort & Sons (www.gcomfort.com), to head the leasing efforts for the remaining space at 44 Union Square. While the space was originally designed for office uses, given the dramatic presence of the property on Union Square, the rebound in foot traffic being enjoyed by Union Square and our building’s significant branding potential, we are considering, a range of uses beyond traditional office tenants, including short term and special purpose uses.

Current wording

Regarding our 44 Union Square property in New York City, we enlisted George Comfort & Sons (www.gcomfort.com) as our new leasing broker in the first quarter of 2024 to lead efforts in securing tenants for the remaining space. While the space was initially intended for office use, we are exploring a variety of alternative options beyond traditional office tenants. This shift is driven by the property's prime location in Union Square, the resurgence of foot traffic in the area, and the building’s strong branding potential, including short-term and special purpose uses. We believe that the Manhattan real estate market is improving. Compared to earlier periods in 2024, inquiries about rates and availability have increased over the last two months.

Previous wording

As of June 30, 2024, all of our tenants (excluding one tenant completing refurbishment upgrade works and one tenant completing make good works) were currently open for business at our Australian and New Zealand properties. Most of the rentable retail portions of our Courtenay Central location in New Zealand continue to be closed due to seismic concerns, however one tenant remains open and trading. Furthermore, there is also one tenant trading on our Wakefield property. Our open land areas in Wellington are generating parking revenues.

Current wording

As of September 30, 2024, all of our tenants at our Australian and New Zealand properties were operational. While most of the retail spaces at our Courtenay Central location in New Zealand remain closed due to seismic concerns, one tenant is still open and conducting business. Additionally, one tenant is trading at our Wakefield property. Our open land areas in Wellington are also generating parking revenue.

Previous wording

Due to our liquidity needs, our development endeavors have largely been put on hold. Our limited capital expenditures during 2023 and the first half of 2024 have been largely focused on the enhancement of our existing cinemas. To increase our liquidity, in addition to our industrial property in Williamsport, Pennsylvania, the Company has listed for sale its property assets in (i) Townsville (Queensland), Australia, (ii) Wellington, New Zealand and (iii) Rotorua, New Zealand.

Current wording

Given our liquidity requirements, we have largely paused our real estate development projects. Our restricted capital expenditures in 2023 and through the majority of 2024 have primarily targeted improvements to our existing cinemas. To bolster our liquidity, the Company has listed for sale various assets, being our Newberry Yard property in Williamsport, Pennsylvania, as well as locations in (i) Townsville, Queensland, Australia, (ii) Wellington, New Zealand, and (iii) Rotorua, New Zealand. In each case where we are selling a cinema property, we intend to take back a lease of the cinema component.

Previous wording

Despite our confidence in the long-term viability of the cinema industry, in light of our upcoming liquidity needs due to debt maturities and other factors, we have identified certain real estate assets to monetize and will be exploring the monetization of other properties to the extent our liquidity needs require. We are steadfast in our belief that our two-pronged, diversified international business strategy will keep carrying our Company through these difficult times as we continue to navigate the uncertainty and challenges posed by the recent macroeconomic obstacles. See Note 3 –Liquidity and Impairment Assessment.

Current wording

While we remain confident in the long-term viability of the cinema industry, we acknowledge our upcoming liquidity needs arising from debt maturities and other factors. As a result, we have identified specific real estate assets for monetization and will consider additional properties if necessary to meet our liquidity requirements. We are confident that our two-pronged, diversified international business strategy will support the Company through these challenging times as we navigate the uncertainties and difficulties posed by recent macroeconomic conditions. Please refer to Note 3 –Liquidity and Impairment Assessment for more details.

Previous wording

A key performance indicator utilized by management in our cinema segment is F&B Spend Per Patron (“SPP”). This metric is calculatedby dividing ourpost-tax Food & Beverage Revenuesby the number of cinema attendees during a specific period.

Current wording

A key performance indicator utilized by management in our cinema segment is F&B Spend Per Patron (“SPP”). This metric is calculatedby dividing ourpost-tax F&B Revenuesby the number of cinema attendees during a specific period.

Previous wording

One of our strategic priorities has been to continue upgrading the food and beverage menu at several of our global cinemas. As of June 30, 2024, we have a total of 38 theater locations with elevated food and beverage menus (i.e. menus that are beyond traditional popcorn, soda, and candy). We use SPP to assess our food and beverage performance compared to our competitors. While various factors like labor and cost of goods affect our F&B profitability, SPP indicates our ability to maintain strong top-line performance. It also reflects our success in generating additional revenue by promoting and selling supplementary products to our customers during their visits. Furthermore, this metric helps us evaluate how well we differentiate our F&B offerings from competitors. Management uses F&B SPP to adjust pricing strategies, measure the effectiveness of marketing initiatives, optimize menu offerings, and ensure that prices remain accessible to our customers.

Current wording

One of our strategic priorities has been to continue upgrading the F&B menu at several of our global cinemas. As of September 30, 2024, we have a total of 38 theater locations with elevated F&B menus (i.e. menus that are beyond traditional popcorn, soda, and candy). We use SPP to assess our F&B performance compared to our competitors. While various factors like labor and cost of goods affect our F&B profitability, SPP indicates our ability to maintain strong top-line performance. It also reflects our success in generating additional revenue by promoting and selling supplementary products to our customers during their visits. Furthermore, this metric helps us evaluate how well we differentiate our F&B offerings from competitors. Management uses F&B SPP to adjust pricing strategies, measure the effectiveness of marketing initiatives, optimize menu offerings, and ensure that prices remain accessible to our customers.

Previous wording

The key performance indicators used by management in our real estate segment with respect to our properties held for rent (other than our Live Theatres) are net operating income, occupancy factor (the percentage of the net rentable area of our properties that is leased) and average lease duration. Set forth in the table below is a comparison of these indicators for thesecond quarter and six months ended June 30, 2024 compared to the corresponding periods in 2023. As a matter of clarification, we have not included in our calculation of net rentable area available for lease any space that is closed for renovation or redevelopment (such as our Courtenay Central property).

Current wording

The key performance indicators used by management in our real estate segment with respect to our properties held for rent (other than our Live Theatres) are net operating income, occupancy factor (the percentage of the net rentable area of our properties that is leased) and average lease duration. Set forth in the table below is a comparison of these indicators for thethird quarter and nine months ended September 30, 2024 compared to the corresponding periods in 2023. As a matter of clarification, we have not included in our calculation of net rentable area available for lease any space that is closed for renovation or redevelopment (such as our Courtenay Central property).

Previous wording

In the case of our Live Theatres, with respect to key performance indicators, we primarily look to the live theater rental revenue and ancillary income from the theatres. This key performance indicator represents box office revenues less amounts paid to producers for license fee settlements, plus ancillary income earned by us from certain theater operations. Our live theater rental revenue and ancillary income for thesecond quarter of 2024 was $415,814 which decreased from$566,196 in thesecond quarter of 2023.

Current wording

In the case of our Live Theatres, with respect to key performance indicators, we primarily look to the live theater rental revenue and ancillary income from the theatres. This key performance indicator represents box office revenues less amounts paid to producers for license fee settlements, plus ancillary income earned by us from certain theater operations. Our live theater rental revenue and ancillary income for thethird quarter of 2024 and 2023 are reflected in the chart below..

Previous wording

Historically, in the case of our development properties (such as 44 Union Square in New York City and our various international properties sch as Newmarket Village in Australia), we have no specific key performance standards to compare performance from period to period. Rather we continue to analyze budgets and projections and compare actual results to budgeted or projected results from time to time.

Current wording

Historically, in the case of our development properties (such as 44 Union Square in New York City) and our various international properties such as Newmarket Village in Australia, we have no specific key performance standards to compare performance from period to period. Rather we continue to analyze budgets and projections and compare actual results to budgeted or projected results from time to time.

Previous wording

South City Square, Brisbane, Australia: On August 24, 2023, we launched our first-ever Angelika Cinemas outside of the United States at South City Square in Woolloongabba, Brisbane. The location operates as an eight-screen complex, featuring elevated food and beverage offerings (including alcoholic beverages), and recliner seating. Three of the auditoriums, known as Soho Lounge cinemas, offer table-service.

Current wording

South City Square, Brisbane, Australia: On August 24, 2023, we launched our first-ever Angelika Cinemas outside of the United States at South City Square in Woolloongabba, Brisbane. The location operates as an eight-screen complex, featuring elevated F&B offerings (including alcoholic beverages), and recliner seating. Three of the auditoriums, known as Soho Lounge cinemas, offer table service.

Previous wording

Busselton, Western Australia, Australia: On September 22, 2023, we opened a five-screen complex in the newly expanded Busselton Central Shopping Centre precinct of Busselton, Western Australia. The state-of-the-art complex features a TITAN LUXE screen, elevated food and beverage offerings, and recliner seating.

Current wording

Busselton, Western Australia, Australia: On September 22, 2023, we opened a five-screen complex in the newly expanded Busselton Central Shopping Centre precinct of Busselton, Western Australia. The state-of-the-art complex features a TITAN LUXE screen, elevated F&B offerings, and recliner seating.

Previous wording

Our Board has authorized management to proceed with the negotiation of lease for one new state-of-the-art cinema, located in Noosa, Queensland, Australia.

Current wording

Our Board has also authorized management to proceed with the negotiation of lease for one new state-of-the-art cinema, located in Noosa, Queensland, Australia.

Previous wording

(5)Liquor Licenses: Licenses are applicable at each cinema location, rather than each cinema auditorium. As of today, we (i) have licenses in 100% of our cinemas operating in the U.S. to sell beer and wine and (ii) we are working to add liquor to our licenses in our three New York City cinemas. In Australia, 83% of our cinemas are licensed and we have one liquor licenses pending. In New Zealand, 33% of our cinemas are licensed and we have zero liquor licenses pending.

Current wording

(5)Liquor Licenses: Licenses are applicable at each cinema location, rather than each cinema auditorium. As of today, we (i) have licenses in 100% of our cinemas operating in the U.S. to sell beer and wine and (ii) we are working to add liquor to our licenses in our three New York City cinemas. In Australia, 83% of our cinemas are licensed and we have one liquor license pending. In New Zealand, 45% of our cinemas are licensed and we have no liquor licenses pending.

Previous wording

Renovation Work: As of June 30, 2024, we have converted 110 of our 193 U.S. auditoriums to luxury recliner seating. As of the date of this Report, we are engaging in discussions with certain landlords in the U.S. about tenant allowances to upgrade certain U.S. cinemas.

Current wording

Renovation Work: As of September 30, 2024, we have converted 110 of our 193 U.S. auditoriums to luxury recliner seating. As of the date of this Report, we are continuing to engage in discussions with certain landlords in the U.S. about tenant allowances to upgrade certain U.S. cinemas.

Previous wording

Other Cinema Upgrades: In addition, during the three-year period of 2021 to 2023, we improved our Reading Cinemas in Sunbury (VIC) and the State Cinema (TAS) in Australia.

Current wording

Other Cinema Upgrades: In addition, during the three-year period of 2021 to 2023, we improved our Reading Cinemas in Epping (VIC), Sunbury (VIC) and the State Cinema (TAS) in Australia.

Previous wording

During 2024, we will continue to focus on the enhancement of our proprietary online ticketing and Food & Beverage capabilities, together with improving and expanding our social media platforms and interfaces. These are intended to enhance the convenience of our offerings and to promote guest affinity with the experiences and products we offer.

Current wording

During the remainder of 2024, we will continue to focus on the enhancement of our proprietary online ticketing and Food & Beverage capabilities, together with improving and expanding our social media platforms and interfaces and the development of a paid subscription plan, plus the relaunching of our loyalty program in Australia and New Zealand. These are intended to enhance the convenience of our offerings and to promote guest affinity with the experiences and products we offer.

Previous wording

As of the date of this Report, we have classified the following properties as held for sale:

Current wording

As of the date of this Report, we continue to have the following properties classified as held for sale:

Previous wording

(iv)Our industrial land in Williamsport, Pennsylvania (also currently non-income producing).

Current wording

(iv)Our approximately 24 acre Newberry Yard in Williamsport, Pennsylvania (also currently non-income producing).

Previous wording

In the case of Rotorua, Courtenay Central and Cannon Park, if the potential buyer elects to have a cinema use on the property, we intend to lease back our existing Reading Cinema or a potentially new cinema, in the event the potential buyer elects to build a new cinema.

Current wording

In the case of Rotorua, Courtenay Central and Cannon Park, if the potential buyer elects to have a cinema use on the property, we intend to lease back our existing Reading Cinema or a potentially new cinema, in the event the potential buyer elects to build a new cinema. Our remaining assets held for development include the Cinemas 1,2,3 in Manhattan, and our various historic railroad properties, the principal of these being our holding in downtown Philadelphia, which is discussed in greater detail below.

Previous wording

44 Union Square Redevelopment (New York, N.Y.) –On January 27, 2022, we finalized a long-term lease agreement with Petco, securing occupancy of the cellar, ground floor, and second floor of the building, amounting to 42% of the leasable area. Petco commenced full-rent, cash-paying occupancy and officially opened its doors to the public on June 1, 2023. During mid-March 2024, we engaged George Comfort & Sons as our exclusive leasing broker for the remaining space. Originally designated for office use, the property's striking presence in Union Square, coupled with the resurgence of foot traffic in the area, and its exceptional branding potential, prompt us to explore a spectrum of uses beyond traditional office tenants. This includes consideration for short-term and special-purpose arrangements.

Current wording

44 Union Square Redevelopment (New York, N.Y.) –On January 27, 2022, we finalized a long-term lease agreement with Petco, securing occupancy of the cellar, ground floor, and second floor of the building, amounting to 42% of the leasable area. Petco commenced full-rent, cash-paying occupancy and officially opened its doors to the public on June 1, 2023. During mid-March 2024, we engaged George Comfort & Sons as our exclusive leasing broker for the remaining space. Originally designated for office use, the property's striking presence in Union Square, coupled with the resurgence of foot traffic in the area, and its exceptional branding potential, prompt us to explore a spectrum of uses beyond traditional office tenants. This includes consideration for short-term and special-purpose arrangements. Also, we are advised by our broker that in the last two months there have been an increase in the number of inquiries regarding rates and availability compared to earlier periods in 2024.

Previous wording

Orpheum Theatre (New York, N.Y.) –Before COVID-19, our Orpheum Theatre was home to STOMP. While shows ceased from April 2020 to June 2021 due to the pandemic, performances afterward were intermittent. During this time, we provided certain abatements. STOMP concluded its 30-year run at our theater on January 8, 2023. Under our termination agreement, we retain the rights to host any future productions of the show. Following STOMP's departure, new productions such as The Empire Strips Back and Comedian Rachel Bloom's Death, Let Me Do My Show brought fresh excitement to audiences during 2023. During the first quarter of 2024, the Orpheum hosted Eddie Izzard’s Hamlet which had a four-week run through April 14, 2024. And, on September 14, 2024 performances of The Big Gay Jamboree begin at the Orpheum. This new show from a book by Marla Mindelle, the co-author and original star of the Off Broadway hit musical-comedy Titanique is being produced by (i)LuckyChap, the producing team, which includes Margot Robbie, behind Barbie and Saltburn and (ii) multiple-Tony-winning Broadway producing veterans Sue Wagner and John Johnson (Stereophonic, Lempicka).

Current wording

Orpheum Theatre (New York, N.Y.) –Before COVID-19, our Orpheum Theatre was home to STOMP. While shows ceased from April 2020 to June 2021 due to the pandemic, performances afterward were intermittent. During this time, we provided certain abatements. STOMP concluded its 30-year run at our theater on January 8, 2023. Under our termination agreement, we retain the rights to host any future productions of the show. Following STOMP's departure, new productions such as The Empire Strips Back and Comedian Rachel Bloom's Death, Let Me Do My Show brought fresh excitement to audiences during 2023. During the first quarter of 2024, the Orpheum hosted Eddie Izzard’s Hamlet which had a four-week run through April 14, 2024. And, on September 14, 2024 performances of The Big Gay Jamboree began at the Orpheum. This new show from a book by Marla Mindelle, the co-author and original star of the Off Broadway hit musical-comedy Titaniqueis being produced by (i)LuckyChap, the producing team, which includes Margot Robbie, behind Barbie and Saltburn and (ii) multiple-Tony-winning Broadway producing veterans Sue Wagner and John Johnson (Stereophonic, Lempicka).

Previous wording

The Philadelphia Viaduct and Adjacent Properties (Philadelphia, Pennsylvania) –This continues to be an area of focus in 2024 as we continue our efforts to develop and maximize the potential of our real estate holdings in Philadelphia. Since 2023, we have resumed work on this project, particularly concentrating on the Reading Viaduct—an 0.7-mile-long raised rail bed and bridge system spanning the Callowhill and Poplar neighborhoods, extending to Vine Street in the heart of the city's Central Business District, near the proposed new home of the Philadelphia 76ers. Comprising approximately 6.5 acres of land, along with various connecting bridges over public streets and sidewalks, the Reading Viaduct represents a significant contiguous land holding unobstructed by public thoroughfares. While there has been interest from the City of Philadelphia and the City Center District in acquiring the Reading Viaduct for park purposes, no concrete steps have been taken to proceed with condemnation or transfer of the property. We are currently evaluating whether a dedicated public park is the most beneficial use of the space. While a public park and pedestrian corridor, similar to the New York High Line, could be integral to the Viaduct's development, we are also exploring mixed-use options such as residential, retail, and entertainment developments. Recent developments in the area, such as the announcement of a $158 million federal grant for the Chinatown Stitch project in mid-March 2024, further highlight the potential of the Reading Viaduct. This project aims to reconnect the Chinatown community and surrounding neighborhoods by capping the Vine Street Expressway I-676, which directly intersects with the Reading Viaduct at Vine Street. We believe that capping the expressway at our property would significantly enhance the attractiveness and viability of the Reading Viaduct for future development.

Current wording

The Philadelphia Viaduct and Adjacent Properties (Philadelphia, Pennsylvania) –The Reading Viaduct is an 0.7-mile-long raised rail bed and bridge system that spans the Callowhill and Poplar neighborhoods and extends to Vine Street in the heart of the city's Central Business District, near the proposed new home of the Philadelphia 76ers. Comprising approximately 6.5 acres of land, along with various connecting bridges over public streets and sidewalks, the Reading Viaduct represents a significant contiguous land holding unobstructed by public thoroughfares.

Previous wording

Wellington, New Zealand, including Courtenay Central. – Our Wellington properties include five contiguous parcels representing approximately 161,082 square feet of land located in the entertainment core of Wellington and within walking distance and offering direct views of Wellington Harbor. Assembled over a period of years, we believe our properties represent the largest commercial assemblage available anywhere in Wellington. After recently encountering certain challenges with our development plans, we engaged JLL as our exclusive sales agent to market these key property assets that represent a once-in-a-lifetime development opportunity for a well-capitalized buyer. All five contiguous parcels are currently being marketed for sale by JLL.

Current wording

Wellington, New Zealand, including Courtenay Central. – Our Wellington properties include five contiguous parcels representing approximately 161,082 square feet of land located in the entertainment core of Wellington and within walking distance and offering direct views of Wellington Harbor. Assembled over a period of years, we believe our properties represent the largest commercial assemblage available anywhere in Wellington. After recently encountering certain challenges with our development plans, we engaged JLL as our exclusive sales agent to market these key property assets that represent a once-in-a-lifetime development opportunity for a well-capitalized buyer. The June 2023 opening of Takina, Wellington’s first and state-of-the-art Convention and Exhibition Center (wcec.co.nz) directly across the street from our properties, the loosening of certain height and density restrictions, and the lack of comparable building sites, are among the characteristics that we believe make this development site a generational opportunity.

Previous wording

The table below summarizes the results of operations for each of our principal business segments along with the non-segment information for the quarter and six months ended June 30, 2024, and June 30, 2023, respectively:

Current wording

The table below summarizes the results of operations for each of our principal business segments along with the non-segment information for the quarter and nine months ended September 30, 2024, and September 30, 2023, respectively:

Previous wording

Revenue for the six months ended June 30, 2024, decreased by $19.0 million, to $91.9 million, when compared to the same period in the prior year. This decrease is attributable to lower cinema performances in all countries, as a result of a weaker film slate and a decline in attendance, and reduced rent income in the U.S. and New Zealand.

Current wording

Revenue for the nine months ended September 30, 2024, decreased by $25.5 million, to $152.0 million, when compared to the same period in the prior year. This decrease is attributable to lower cinema performances in all countries, as a result of a decline in attendance, lower U.S. live theatre revenue and reduced rental income in the U.S. and New Zealand.

Previous wording

Our total segment operating income for the quarter ended June 30, 2024, decreased by $6.1 million, from a gain of $5.8 million to a loss of $0.3 million, primarily due to a weaker film slate, and lower U.S. and NZ rent revenue.

Current wording

Our total segment operating income for the quarter ended September 30, 2024, decreased by $1.6 million, from a gain of $5.3 million to a gain of $3.7 million, primarily due to weaker attendance, and lower global rent revenue.

Previous wording

Our total segment operating income for the six months ended June 30, 2024, decreased by $5.7 million, from an income of $2.2 million to a loss of $3.6 million, primarily due to (i) weakened cinema performance, as attendance declined year-over-year, (ii) a loss in third party rent revenue as the result of the abandonment of the third party tenant of its premises in July 2023, and (iii) an increase in general and administrative expenses.

Current wording

Our total segment operating income for the nine months ended September 30, 2024, decreased by $7.4 million, from an income of $7.5 million to an income of $0.1 million, primarily due to (i) weakened cinema performance, as attendance declined year-over-year, and (ii) a loss in third party rental revenue in the U.S. and New Zealand.

Previous wording

During the second quarter of 2024, both the Australia and New Zealand dollars devalued against the U.S. dollar. The average Australia dollar exchange rate against the U.S. dollar for the second quarter of 2024 decreased 1.3% compared to the same period in 2023. The average New Zealand dollar exchange rate against the U.S. dollar for the second quarter of 2024 decreased 2.1% compared to the same period in 2023. The devaluation of the Australia and New Zealand currencies negatively impacts segment operating income and positively impacts segment operating loss in U.S. dollar terms.

Current wording

During the third quarter of 2024, both the Australia and New Zealand dollars improved against the U.S. dollar. The average Australia dollar exchange rate against the U.S. dollar for the third quarter of 2024 increased 2.3% compared to the same period in 2023. The average New Zealand dollar exchange rate against the U.S. dollar for the third quarter of 2024 increased 1.1%compared to the same period in 2023. The appreciation of the Australia and New Zealand currencies positively impacts segment operating income and negatively impacts segment operating loss in U.S. dollar terms for the period.

Previous wording

Our net loss attributable to Reading International, Inc. for the quarter ended June 30, 2024, increased by $6.6 million, from a loss of $2.8 million to a loss of $9.3 million, when compared to the same period in the prior year, primarily due to weakened cinema and real estate performance along with increased interest expense.

Current wording

Our net loss attributable to Reading International, Inc. for the quarter ending September 30, 2024, increased by $2.5 million, from a loss of $4.4 million to a loss of $6.9 million, when compared to the same period in the prior year, primarily due to weakened cinema performance and increased interest expense, partially offset by reduced depreciation expense.

Previous wording

For the six months ended June 30, 2024, net loss attributable to Reading International, Inc. increased by $8.7 million, from a loss of $13.9 million to a loss of $22.6 million, when compared to the same period in the prior year primarily due to decreased segment results, increased interest expense, and a loss on the sale of our Culver City office building.

Current wording

For the nine months ended September 30, 2024, net loss attributable to Reading International, Inc. increased by $11.2 million, from a loss of $18.3 million to a loss of $29.5 million, when compared to the same period in the prior year primarily due to decreased cinemas segment results, increased interest expense, and a loss on the sale of our Culver City office building.

Previous wording

Income tax benefit for the six months ended June 30, 2024, decreased by $0.2 million compared to the equivalent prior-year period. The change between 2024 and 2023 is primarily related to an increase in reserve for valuation allowance in 2024, partially offset by an increase in pretax loss in 2024.

Current wording

Income tax expense for the three months ended September 30, 2024, decreased by $0.2 million compared to the equivalent prior-year period. The change between 2024 and 2023 is primarily related to an increase in pretax loss in 2024.

Previous wording

Income tax benefit for the three months ended June 30, 2024, increased by $0.1 million compared to the equivalent prior-year period. The change between 2024 and 2023 is primarily related to an increase in pretax loss in 2024, offset by an increase in reserve for valuation allowance in 2024.

Current wording

Income tax expense for the nine months ended September 30, 2024, increased by $0.01 million compared to the equivalent prior-year period. The change between 2024 and 2023 is primarily related to an increase in unrecognized tax benefits in 2024, partially offset by an increased in pretax loss in 2024.

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Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

While we believe there continues to be interest from the City of Philadelphia and the City Center District in acquiring the Reading Viaduct for park purposes and while the City did pass an ordinance last year to facilitate an acquisition through condemnation, no concrete steps have been taken to proceed with condemnation or transfer of the property. Recent developments in the area include the announcement of a $158 million federal grant for the Chinatown Stitch project in mid-March 2024, which further highlight the potential of the Reading Viaduct. The Chinatown Stitch project aims to reconnect the Chinatown community and surrounding neighborhoods by capping the Vine Street Expressway I-676, which directly intersects with the Reading Viaduct at Vine Street. We believe that capping the expressway at our property would significantly enhance the attractiveness and viability of the Reading Viaduct for future development.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

Our remaining assets held for development include the Cinemas 1,2,3 in Manhattan, and our various historic railroad properties, the principal of these being our holding in downtown Philadelphia, which is discussed in greater detail below.

Previous report — wording carried elsewhere

Taking into account this generational development opportunity, together with, among other things, (i) the June 2023 opening of Takina, Wellington’s first and state-of-the-art Convention and Exhibition Center (wcec.co.nz) directly across the street from our properties, (ii) the loosening of certain height and density restrictions, and (iii) the lack of comparable building sites, we believe the international and local market will support a compelling sales price, despite the current interest rate environment.