READING INTERNATIONAL INC

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The Maturities of our leases were as follows:

As of December 31, 2024, we have no commitments for leases that are yet to commence.

As Lessor

Lease income relating to operating lease payments was as follows:

The book value of underlying assets under operating leases from owned assets was as follows:

The Maturity of our leases were as follows:

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NOTE 9 – INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

Our investments in unconsolidated joint ventures are accounted for under the equity method of accounting. The table below summarizes our active investment holdings intwo unconsolidated joint ventures:

Our recorded share of equity earnings (losses) from our investments in unconsolidated joint ventures are as follows:

Mt. Gravatt

We own an undivided 33.3% interest in Mt. Gravatt, an unincorporated joint venture that owns and operates asixteen-screen multiplex cinema in Australia.

Rialto Cinemas

We own an undivided 50.0% interest in the assets and liabilities of the Rialto Entertainment joint venture that owns and operatestwo (2) movie theaters, with 13 screens in New Zealand. In December 2024 we fully impaired our investment in this joint venture, as its performance has not recovered to the extent that we believe its reduced performance is other than temporary. We recorded this impairment to ‘equity earnings (losses) from our investments in unconsolidated joint ventures’ in the consolidated income statement.

NOTE 10 – GOODWILL AND INTANGIBLE ASSETS

The table below summarizes goodwill by business segment:

The Company is required to test goodwill and other intangible assets for impairment on an annual basis and, if current events or circumstances require, on an interim basis. To test the impairment of goodwill, the Company compares the fair value of each reporting unit to its carrying amount, including the goodwill, to determine if there is potential goodwill impairment. A reporting unit is generally one level below the operating segment. The most recent annual assessment occurred in the fourth quarter of 2024. The assessment results, as described at Note 2, indicated that there isno impairment to our goodwill as of December 31, 2024.

The tables below summarize intangible assets other than goodwill:

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Beneficial leases relate to our operations as lessor. Trade names are amortized using an accelerated amortization method over an estimated useful life of 30 years, and other intangible assets over their estimated useful life of up to 30 years (except for transferrable liquor licenses, which are indefinite-lived assets, with a balance of $745,000 and $741,000 as of December 31, 2024 and 2023).

For the years ended December 31, 2024, 2023, and 2022, our amortization expense was $247,000, $297,000, and $588,000, respectively.

As of December 31, 2024, the estimated amortization expense for our amortizable intangibles, in the five succeeding years and thereafter is as follows:

NOTE 11 – PREPAID AND OTHER ASSETS

Prepaid and other assets are summarized as follows:

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NOTE 12 - INCOME TAXES

Income before income taxes includes the following:

Significant components of the provision for income taxes are as follows:

Deferred income taxes reflect the “temporary differences” between the financial statement carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, adjusted by the relevant tax rate. The components of the deferred tax assets and liabilities are as follows:

We record net deferred tax assets to the extent we believe these assets will more-likely-than-not be realized. In making such determination, we considered all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial performance. As of December 31, 2024, based on all available evidence, we believe the U.S. and state deferred tax assets do not support a conclusion of being more-likely-than-not to be realized. Accordingly, we recorded an increase to valuation allowance of $7.0 million. We reassess the valuation allowance quarterly and a tax benefit is recorded if future evidence allows for a partial or full release of the valuation allowance.

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As of December 31, 2024, we had the following carry-forwards:

approximately $100.0 million in Federal loss carry-forwards with no expiration date;

approximately $71.8 million in California loss carry-forwards expiring in 2044;

approximately $40.7 million in Hawaii loss carry-forwards expiring in 2044;

approximately $4.5 million in New Jersey state loss carry-forwards expiring in 2044;

approximately $56.3 million in New York state loss carry-forwards expiring in 2044;

approximately $48.0 million in New York city loss carry-forwards expiring in 2044; and,

We expect no substantial limitations on the future use of U.S. loss carry-forwards.

The provision for income taxes is different from amounts computed by applying U.S. statutory rates to consolidated losses before taxes. The significant reason for these differences is as follows:

During the year, the Company completed an internal restructuring of its foreign subsidiaries resulting in a $1.0 million Subpart F income for U.S. income tax.

The undistributed earnings of the Company's Australian subsidiaries are not indefinitely reinvested. Due to the enactment of the Tax Act, future repatriations of foreign earnings will generally not be subject to U.S. federal taxation but may incur minimal state taxes.

The following table is a summary of the activity related to unrecognized tax benefits, excluding interest and penalties, for the years ended December 31, 2024, 2023, 2022:

As of December 31, 2024 and 2023, if recognized, $11.1 million and $11.1 million respectively, of the unrecognized tax benefits would impact the Company’s effective tax rate.

During the year ended December 31, 2024, we recorded an increase to tax interest of $310,000, resulting in a total $801,000 in interest. During the year ended December 31, 2023, we recorded a decrease to tax interest of $151,000, resulting in a total $491,000 in interest.

It is difficult to predict the timing and resolution of uncertain tax positions. Based upon the Company’s assessment of many factors, including past experience and judgments about future events, it is probable that within the next 12 months the reserve for uncertain tax positions will increase within a range of $500,000 to $1.5 million. The reasons for such change include but are not limited to tax positions expected to be taken during 2024, revaluation of current uncertain tax positions, and expiring statutes of limitations.

As of December 31, 2024, federal income tax returns for 2021 and after are open for examination. California worldwide unitary income tax returns for 2020 and after are open for examination. The Company’s net operating loss carry-forwards are subject to examination until they are fully utilized or expired. Some of the tax years which the losses originated from are currently closed. Australia income tax returns for calendar years 2020 and after are open for examination. Generally, New Zealand returns for calendar years 2019 and after remain open for examination.

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NOTE 13 – BORROWINGS

The Company’s borrowings at December 31, 2024 and 2023, net of deferred financing costs and incorporating the impact of interest rate swaps on our effective interest rates, are summarized below:

(1)Net of deferred financing costs amounting to $0.9 million.

(2)Thecontractual facilities and outstanding balances of the FC-denominated borrowings were translated into U.S. dollars based on exchange rates as of December 31, 2024.

(3)This debt was repaid in full on January 31, 2025. See the relevant heading below for discussion regarding this extension.

(4)This loan has an option to extend for one year, which is within our control and we intend to exercise.

(1)Net of deferred financing costs amounting to $1.5 million.

(2)Thecontractual facilities and outstanding balances of the FC-denominated borrowings were translated into U.S. dollars based on exchange rates as of December 31, 2023.

Our loan arrangements are presented, net of the deferred financing costs, on the face of our consolidated balance sheet as follows:

Debt denominated in USD

Trust Preferred Securities (“TPS”)

On February 5, 2007, we issued $51.5 million in 20-year fully subordinated notes to a trust over which we have significant influence, which in turn issued $51.5 million in securities. Of the$51.5 million, $50.0 million in TPS were issued to unrelated investors in a private placement and $1.5 million of common trust securities were issued by the trust to Reading called “Investment in Reading International Trust I” on our balance sheets. Effective May 1, 2012, the interest rate on our Trust Preferred Securities changed from a fixed rate of 9.22%, which was in effect forfive years, to a variable rate ofthree month LIBOR plus 4.00%, which will reset each quarter through the end of the loan unless we exercise our right to re-fix the rate at the current market rate at that time. There areno principal payments due until maturity in 2027 when the notes and the trust securities are scheduled to be paid in full. We may pay off the debt after the first five years at 100% of the principal amount without any penalty. The trust is essentially a pass through, and the transaction

-83 - is accounted for on our books as the issuance of fully subordinated notes. The credit facility includes a number of affirmative and negative covenants designed to monitor our ability to service the debt. The most restrictive covenant of the facility requires that we must maintain a fixed charge coverage ratio at a certain level. However, on December 31, 2008, we secured a waiver of all financial covenants with respect to our TPS for a period ofnine years (through December 31, 2017), in consideration of the payment of $1.6 million, consisting of an initial payment of $1.1 million, a payment of $270,000 made in December 2011, and a payment of $270,000 in December 2014. The covenant waiver expired January 1, 2018, after which a further covenant waiver was secured on October 11, 2018 for the remaining term of the loan, in consideration of payments totaling $1.6 million, consisting of an initial payment of $1.1 million paid on October 31, 2018, and a further payment made of $270,000 in October 2021 and $225,000 payable in October 2025.

During the first quarter of 2009, we took advantage of the then current market illiquidity for securities such as our TPS to repurchase $22.9 million in face value of those securities through an exchange of $11.5 million worth of marketable securities purchased during the period for the express purpose of executing this exchange transaction with the third-party holder of these TPS. During the twelve months ended 2009, we amortized $106,000 of discount to interest income associated with the holding of these securities prior to their extinguishment. On April 30, 2009, we extinguished $22.9 million of these TPS, which resulted in a gain on retirement of subordinated debt (TPS) of $10.7 million net of loss on the associated write-off of deferred loan costs of $749,000 and a reduction in our Investment in Reading International Trust I from $1.5 million to $838,000.

During the year ended December 31, 2024, we paid preferred dividends that are included in interest expense to unrelated investors of $2.6 million. We paid $2.5 million in 2023 and paid $1.4 million in 2022. At December 31, 2024 and 2023, we had preferred dividends payable of $406,000 and $443,000, respectively. Interest payments for this loan are required every three months.

Bank of America Credit Facility

As at December 31, 2023, our Bank of America facility matured on September 4, 2024, following a Q1 2023 loan modification, which, among other things, extended the maturity date from March 1, 2024 to September 4, 2024.

We amended this facility on March 27, 2024, to among other terms and conditions, (i) extend the Maturity Date to August 18, 2025, (ii) require a $275,000 principal paydown, (iii) eliminate the minimum liquidity covenant, (iv) reduce the principal amortization amounts and provide a principal holiday period, and (v) require certain paydowns on the sale of certain real estate assets. Interest is charged at 2.5% above the Bank of America Prime rate, which itself has a floor of 1.0%. Payment-in-kind interest at a rate of 0.5% commenced on January 1, 2024, and continued until December 31, 2024, increasing to 1.5% on January 1, 2025, until the facility is repaid in full. This loan is subject to mandatory prepayment out of a portion of the net proceeds realized by us in the event that we determine to sell certain specified assets. In October 2024, we amended this facility to defer the monthly principal payments required in October, November and December, to the end of 2024. All deferred payments were made as contracted.

Cinemas 1,2,3 Term Loan and Line of Credit

Our Cinemas 1,2,3 Term Loan is held by Sutton Hill Properties LLC (“SHP”), a 75% owned subsidiary of RDI. On September 29, 2023, we extended the maturity of this loan from October 3, 2023, to October 1, 2024, and subsequently executed our six month option to extend this maturity to April 1, 2025. The loan is with Valley National Bank, carries an interest rate of 5.0% above monthly SOFR, with a floor of 7.50%, and includes provisions for a prepaid interest reserve.

On February 26, 2025 we exercised our option to extend our Valley National debt to October 1, 2025. See Note 22 – Subsequent Events.

The related party aspect of this loan is discussed at Note 21 – Related Parties.

Minetta and Orpheum Theatres Loan

On November 1, 2023, our $8.0 million loan with Santander Bank, which is secured by our Minetta and Orpheum Theatres, matured. On August 1, 2024, we extended the maturity of this loan to June 1, 2025. The loan now requires monthly principal and interest payments with a balloon payment of $7.7 million on maturity and carries an interest rate of 7.0%.

Union Square Financing

On May 7, 2021, we closed on a newthree-year $55.0 million loan facility with Emerald Creek Capital secured by our 44 Union Square property and certain limited guarantees. Following the phase out of LIBOR, the facility bears a variable interest rate of TERM SOFR plus 6.9% and includes provisions for a prepaid interest and property tax reserve fund. The loan has one remaining 12-month option to extend the maturity to May 6, 2026, and may be repaid at any time, without the payment of any premium. As this option is within our control, we continue to keep the loan classified as long-term.

Debt extinguished during 2024

U.S. Corporate Office Term Loan

We repaid this $8.4 million loan in full in February 2024, with a portion of the proceeds from the sale of our Culver City office building.

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Purchase Money Promissory Note

On September 18, 2019, we purchased 407,000 Company shares in a privately negotiated transaction under our Share Repurchase Program for $5.5 million. Of this amount, $3.5 million was paid by the issuance of a Purchase Money Promissory Note, which bears an interest rate of 5.0% per annum, payable in equal quarterly payments of principal plus accrued interest. The Purchase Money Promissory Note matured on September 18, 2024, with the final principal payment made on that date.

Debt denominated in foreign currencies

Australian NAB Corporate Loan Facility and Bridge Loan

Prior to March 31, 2024, our Revolving Corporate Markets Loan Facility with National Australia Bank (“NAB”) matured on July 31, 2025. It consisted of (i) an AU$100.0 million Corporate Loan facility at 1.75% above BBSY, of which AU $60.0 million was revolving and AU$40.0 million was core and (ii) a Bank Guarantee Facility of AU$5.0 million at a rate of 1.9% per annum.

On April 4, 2024, we amended this facility, which now matures on July 31, 2026. As part of the amendment, we obtained an additional AU$20.0 million bridge facility which matures on March 31, 2025 (or earlier, upon the sale of certain assets), and modified certain covenants. We are also required, from March 31, 2025, to make quarterly repayments of AU$1.5 million against the AU$100.0 million Corporate Loan facility, until maturity date, representing permanent reductions in that facility’s ceiling. The bank guarantee facility was reduced to AU$3.0 million. No other changes were made. On December 17, 2024, we extended the maturity date of the bridge facility to April 30, 2025.

Effective June 28, 2024, we entered into an Interest Rate Hedging Agreement with NAB on AU$50.0 million of the Corporate Loan Facility. The Interest Rate Collar has a floor of 4.18% and a cap of 4.78%, and terminates on July 31, 2026.

New Zealand Westpac Bank Corporate Credit Facility

As of December 31, 2023, our Westpac Corporate Credit Facility for NZ$13.8 million matured on January 1, 2025. The facility carried an interest rate and line of credit charge of 2.40% above the Bank Bill Bid Rate and 1.65% respectively. Westpac waived the requirement to test certain covenants for each quarter since the third quarter of 2020, including the quarter ending December 31, 2024.

On August 13, 2024, we increased the limit on this facility by NZ$5.0 million to NZ$18.8 million. On December 20, 2024, we extended the maturity date to March 31, 2025.

On January 31, 2025, we repaid this loan in full using a portion of the proceeds from the monetization of our Wellington assets including Courtenay Central.

Aggregate amount of future principal debt payments

As of December 31, 2024, our aggregate amount of future principal debt payments is estimated as follows:

The estimated amount of future principal payments in U.S. dollars is subject to change because the payments in U.S. dollars on the debt denominated in foreign currencies, which represent a significant portion of our total outstanding debt balance, will fluctuate based on the applicable foreign currency exchange rates.

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NOTE 14 – PENSION AND OTHER LIABILI TIES

Other liabilities including pension are summarized as follows:

(1)Represents the pension liability associated with the Supplemental Executive Retirement Plan explained below.

(2)Represents the lease liability of the option associated with the ground lease purchase of the Village East Cinema. See Note 21 – Related Partiesfor more information.

Pension Liability – Supplemental Executive Retirement Plan

On August 29, 2014, the Supplemental Executive Retirement Plan (“SERP”) that was effective since March 1, 2007, was ended and replaced with a new pension annuity. As a result of the termination of the SERP program, the accrued pension liability of $7.6 million was reversed and replaced with a new pension annuity liability of $7.5 million. The valuation of the liability is based on the present value of $10.2 million discounted at 4.25% over a 15-year term, resulting in a monthly payment of $57,000 payable to the estate of Mr. James J. Cotter, Sr. The discounted value of $2.7 million (which is the difference between the estimated payout of $10.2 million and the present value of $7.5 million) will be amortized and expensed based on the 15-year term. In addition, the accumulated actuarial loss of $3.1 million recorded, as part of other comprehensive income, will also be amortized based on the 15-year term.

As a result of the above, included in our other current and non-current liabilities are accrued pension costs of $2.8 million and$3.3 million as of December 31, 2024 and 2023, respectively. The benefits of our pension plans are fully vested andtherefore no service costs were recognized in 2024 and 2023. Our pension plans are unfunded.

The change in the SERP pension benefit obligation and the funded status are as follows:

Amounts recognized in the balance sheet consists of:

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The components of the net periodic benefit cost and other amounts recognized inother comprehensive income are as follows:

Items not yet recognized as a component of net periodic pension cost consist of the following:

The estimated unamortized actuarial loss for the defined benefit pension plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year will be $207,000 (gross of any tax effects).

The following table presents estimated future benefit payments for the next five years and thereafter as of December 31, 2024:

Lease Make-Good Provision

Werecognize obligations for future leasehold restoration costs relating to properties that we use mostly on our cinema operations under operating lease arrangements. Each lease is unique to the negotiated conditions with the lessor, but in general most leases require for the removal of cinema-related assets and improvements. There are no assets specifically restricted to settle this obligation.

A reconciliation of the beginning and ending carrying amounts of the lease make-good provision is presented in the following table:

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NOTE 15 – COMMITMENTS AND CONTINGE NCIES

Insofar as our Company is aware, there are no claims, arbitration proceedings, or litigation proceedings that constitute material contingent liabilities of our Company. Such matters require significant judgments based on the facts known to us. These judgments are inherently uncertain and can change significantly when additional facts become known. We provide accruals for matters that have probable likelihood of occurrence and can be properly estimated as to their expected negative outcome. We do not record expected gains until the proceeds are received by us. However, we typically make no accruals for potential costs of defense, as such amounts are inherently uncertain and dependent upon the scope, extent and aggressiveness of the activities of the applicable plaintiff.

Litigation Matters

We are currently involved in certain legal proceedings and, as required, have accrued estimates of probable and estimable losses for the resolution of these claims, including legal costs.

Where we are theplaintiffs, we accrue legal fees as incurred on an on-going basis and make no provision for any potential settlement amounts until received. In Australia, the prevailing party is usually entitled to recover its attorneys’ fees, which recoveries typically work out to be approximately 60% of the amounts actually spent where first-class legal counsel is engaged at customary rates. Where we are a plaintiff, we have likewise made no provision for the liability for the defendant’s attorneys’ fees in the event we are determined not to be the prevailing party.

Where we are thedefendants, we accrue for probable damages that insurance may not cover as they become known and can be reasonably estimated, as permitted under ASC 450-20 Loss Contingencies. In our opinion, any claims and litigation in which we are currently involved are not reasonably likely to have a material adverse effect on our business, results of operations, financial position, or liquidity. It is possible, however, that future results of the operations for any particular quarterly or annual period could be materially affected by the ultimate outcome of the legal proceedings. From time to time, we are involved with claims and lawsuits arising in the ordinary course of our business that may include contractual obligations, insurance claims, tax claims, employment matters, and anti-trust issues, among other matters.

Environmental and Asbestos Claims on Reading Legacy Operations

Certain of our subsidiaries were historically involved in railroad operations, coal mining, and manufacturing. Also, certain of these subsidiaries appear in the chain-of-title of properties that may suffer from pollution. Accordingly, certain of these subsidiaries have, from time to time, been named in and may in the future be named in various actions brought under applicable environmental laws. Also, we are in the real estate development business and may encounter from time to time environmental conditions at properties that we have acquired for development and which will need to be addressed in the future as part of the development process. These environmental conditions can increase the cost of such projects and adversely affect the value and potential for profit of such projects. We do not currently believe that our exposure under applicable environmental laws is material in amount.

From time to time, there are claims brought against us relating to the exposure of former employees to asbestos and/or coal dust. These are generally covered by an insurance settlement reached in September 1990 with our insurance providers. However, this insurance settlement does not cover litigation by people who were not employees of our historic railroad operations and who may claim direct or second-hand exposure to asbestos, coal dust and/or other chemicals or elements now recognized as potentially causing cancer in humans. Our known exposure to these types of claims, asserted or probable of being asserted, is not material.

NOTE 16 – NON-CONTROLLING INTERESTS

As of December 31, 2024, the non-controlling interests in our consolidated subsidiaries are comprised of the following:

Australia Country Cinemas Pty Ltd. –25% non-controlling interest owned by Panorama Group International Pty.;

Shadow View Land and Farming, LLC –50% non-controlling membership interest owned by either the estate of Mr. James J. Cotter, Sr. (the “Cotter Estate”) or the James J. Cotter Sr. Living Trust (the “Cotter Trust”); and,

Sutton Hill Properties, LLC –25% non-controlling interest owned by Sutton Hill Capital, LLC (which in turn is 50% owned by the Cotter Estate).

The components of non-controlling interest are as follows:

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The components of income/(loss) attributable to non-controlling interests are as follows:

Shadow View Land and Farming, LLC

On March 5, 2021, Shadow View Land and Farming, LLC, sold its only asset, being certain land holdings in Coachella, California, for $11.0 million and is currently in the process of winding up and liquidating. See Note 6 Real Estate Transactions.

NOTE 17 – SHARE-BASED COMPENSATION AND SHARE REPURCHASE PLANS

2020 Stock Incentive Plan

On December 5, 2024, the Company, as approved by the Company’s stockholders, amended the 2020 Stock Incentive Plan (as amended the “2020 Plan”). Under the 2020 Plan, the number of permitted authorized shares for issuance increased from 2,221,807 shares to 5,721,807 shares. Additional shares may be added to the number of authorised shares as derived from shares forfeited from prior plans, such that the number of shares issued shall not exceed 6,556,053 shares.

Under the 2020 Plan, the Company may grant stock options and other share-based payment awards of our Class A Common Stock to eligible employees, directors and consultants. At December 31, 2024, there were 5,721,807 shares of Class A Common Stock available for issuance under the 2020 Plan, which includes shares from the 2010 Plan that become available for issuance due to the forfeiture of then outstanding out of the money stock options.

Stock options are granted at exercise prices equal to the grant-date market prices and typically expire on either the fifth or tenth anniversary of the grant date. In contrast to a stock option where the grantee buys our Company’s share at an exercise price determined on the grant date, a restricted stock unit (“RSU”) entitles the grantee to receiveone share for every RSU based on a vesting plan, typically betweenone year andfour years from grant. As discussed further below, a performance component has been added to certain of the RSUs or options granted to management. At the time the options are exercised or RSUs vest and are settled, at the discretion of management, we will issue treasury shares or make a new issuance of shares to the option or RSU holder.

Stock Options

We estimated the grant-date fair value of our stock options using the Black-Scholes option-valuation model, which takes into account assumptions such as the dividend yield, the risk-free interest rate, the expected stock price volatility, and the expected life of the options. We expensed the estimated grant-date fair values of options over the vesting period on a straight-line basis. Based on our historical experience, the “deemed exercise” of expiring in-the-money options and the relative market price to strike price of the options, we have not estimated any forfeitures of vested or unvested options.

Stock options to purchase 207,657 shares of Class A Common Stock were issued to the non-employee members of the Board of Directors upon their re-election to the Board in December 2024 for their services for their 2025 term. No other stock options were granted in 2024 to directors. On June 6, 2024, we issued options to purchase 1,264,603 shares of Class A Common Stock to our senior executives. These options have aone-year vesting and aten-year term and were granted in lieu of cash bonuses which would otherwise have been paid under our Company's Incentive Compensation Program. No other stock options were granted during 2024 to employees.

The weighted average assumptions used in the option-valuation model for option grants for the years 2024, 2023 and 2022 were as follows:

We recorded stock-based compensation expense of $783,000, $50,000, and $212,000 for 2024, 2023, and 2022, respectively. At December 31, 2024, the total unrecognized estimated compensation cost related to non-vested stock options was $626,000 which is

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The following is a summary of the status of RDI’s outstanding stock options for the three years ended December 31, 2024:

The following is a summary of the status of RDI’s vested and unvested stock options as of December 31, 2024, 2023 and 2022:

Restricted Stock Units

Time vested RSU awards to management typically vest 25% on the anniversary of the grant date and the remainder over a period offour years. Beginning in 2020, a performance component has been added to certain management equity grants, which vest on the third anniversary of their grant date based on the achievement of certain performance metrics. From 2021 onwards, RSUs have two vesting structures, which include time vesting and performance vesting. The majority of RSUs vest 75% evenly over a period offour years, with the remaining 25% contingent upon the achievement of certain performance metrics, vesting in full on the third anniversary of the date of the grant. In the case of our Chief Executive Officer, RSUs vest 50% evenly over a period offour years with the remaining 50%, contingent upon the achievement of certain performance metrics, vesting in full on the third anniversary of the grant date. On April 11 and April 21, 2023, the Board of Directors determined that our Company was not in a position to pay cash bonuses that would otherwise have been earned by certain members of management under our Company’s Incentive Compensation Plan for 2022, and authorized the issuance in lieu of such cash bonuses 85,139 RSUs, which vested on April 11, 2024 and 52,360 RSUs, which vested on April 21, 2024. No RSUs were granted during the remainder of 2023 or the first two quarters of 2024, however, the Compensation Committee has not completed its final review of 2024 incentive compensation.

During the years ended December 31, 2024 and December 31, 2023, we recognized compensation expense related to RSUs of $1.6 million and $1.8 million respectively. The total unrecognized compensation expense related to these unvested RSUs was $2.0 million as of December 31, 2024.

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Below is a table that shows the restricted stock units that have been issued and vested during the years ending December 31, 2024 along with the dollar value of these awards:

Stock Repurchase Plan

Our Stock Repurchase Program expired on March 10, 2024. It has not been renewed. No stock has been repurchased by our Company since March 10, 2020.

NOTE 18 – ACCUMULATED OTHER COMPREHENSIVE INCOME

The following table summarizes the changes in each component of accumulated other comprehensive income attributable to RDI:

(1)Net of income tax expense of $126,000.

(2)Net of income tax expense of $36,000.

(3)Net of income tax of $66,000

NOTE 19 – FAIR VALUE MEASUREM ENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If quoted prices in an active market are available, fair value is determined by reference to these prices. If quoted prices are not available, fair value is determined by valuation models that primarily use, as inputs, market-based or independently sourced parameters, including but not limited to interest rates, volatilities, and credit curves. Additionally, we may reference prices for similar instruments, quoted prices or recent transactions in less active markets. We use prices and inputs that are current as of the measurement date. Assets and liabilities that are carried at fair value (either recurring or non-recurring basis) are classified and disclosed in one of the following categories:

Level 1: Quoted (unadjusted) prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. This consist primarily of investments in marketable securities which are our investments associated with the ownership of marketable securities in U.S. and New Zealand. These investments are valued based on observable market quotes on the last trading date of the reporting period.

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Level 2: Quoted prices in active markets for similar assets and liabilities, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes our derivative financial instruments which are valued based on discounted cash flow models that incorporate observable inputs such as interest rates and yield curves from the derivative counterparties. The credit valuation adjustments associated with our non-performance risk and counterparty credit risk are incorporated in the fair value estimates of our derivatives. As of December 31, 2024 and 2023, we concluded that the credit valuation adjustments were not significant to the overall valuation of our derivatives.

Level 3: Unobservable inputs that are supported by little or no market activity may require significant judgment in order to determine the fair value of the assets and liabilities. This category includes:

i. Debt – includes secured and unsecured notes payable, trust preferred securities and other debt instruments. The borrowings are valued based on discounted cash flow models that incorporate appropriate market discount rates. We calculated the market discount rate by obtaining period-end treasury rates for fixed-rate debt, or LIBOR for variable-rate debt, for maturities that correspond to the maturities of our debt, adding appropriate credit spreads derived from information obtained from third-party financial institutions. These credit spreads take into account factors such as our credit rate, debt maturity, types of borrowings, and the loan-to-value ratios of the debt.

ii. Goodwill, Other Intangibles and Other Long-lived Assets– refer to the “Impairment of Long-Lived Assets” section in Note 3 – Summary of Significant Accounting Policies for a description of valuation methodology used for fair value measurements of goodwill, intangible assets and long-lived assets. Given this category represents several lines in our Consolidated Balance Sheet and since the recorded values agree to fair values, we did not include this in the subsequent tables presented.

Also, our Level 1 financial instruments include cash and cash equivalents, receivables, and accounts payable and accrued liabilities. The carrying values of these financial instruments approximate the fair values due to their short maturities. There have been no changes in the methodologies used at December 31, 2024 and 2023. Additionally, there wereno transfers of assets and liabilities between Levels 1, 2, or 3 during the three years ended December 31, 2024.

Recurring Fair Value Measurements

As of December 31, 2024 we hadderivative instruments to the notional value of $33.0 million, carried and measured at fair value on a recuring basis of ($137,000). As of December 31, 2023, our Company held no derivative instruments

Nonrecurring Fair Value Measurements

The following tables provide information about financial assets and liabilities not carried at fair value on a nonrecurring basis in our consolidated balance sheets:

(1)These balances are presented gross of deferred financing costs.

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NOTE 20 – HEDGE ACCOUNTING

As of December 31, 2024 the Company held interest rate derivatives in the total notional amount $33.0 million (AU$50.0 million). As of December 31, 2023, the Company heldno interest rate derivatives.

The derivatives are recorded on the balance sheet at fair value and are included in the following line items:

The changes in fair value are recorded in Other Comprehensive Income and released into interest expense in the same period(s) in which the hedged transactions affect earnings. In 2024 and 2023, the derivative instruments affected Comprehensive Income as follows:

As of December 31, 2024, we expect to release $129,000 to earnings.

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NOTE 21 –RELATED PARTIES

The following table identifies our related parties as of December 31, 2024, in accordance with ASC 850, Related Party Transactions:

Sutton Hill Capital

In 2001, we entered into a transaction with Sutton Hill Capital, LLC (“SHC”) regarding the master leasing, with an option to purchase, of certain cinemas located in Manhattan including our Village East and Cinemas 1,2,3 theaters. SHC is a limited liability company beneficially owned and controlled in equal shares by the Cotter Estate and a third party.

As previously reported, over the years, two of the cinemas subject to the master leasing agreement have been redeveloped and one (the Cinemas 1,2,3 discussed below) has been acquired from SHC. The Village East is the only cinema that remains subject to this master lease.

Village East

On August 28, 2019, we exercised our option to acquire the ground lessee’s interest in this property for $5.9 million. That option is currently scheduled to close on April 30, 2025.

In each of the years 2022 to 2024 we were charged rent of $590,000 for this cinema under the master lease. We paid $590,000 in 2022. We paid $148,000 in 2023 and deferred the balance. In 2024, we deferred $590,000 in current year rent.

Cinemas 1, 2, 3

The Cinemas 1, 2, 3 is currently owned by a limited liability company of which we are the managing member and 75% equity holder. The remaining 25% is owned by SHC. The cinema is managed by one of our subsidiaries.

On August 31, 2016, we refinanced the debt of Cinemas 1,2,3, pursuant to a $20.0 million loan from Valley National Bank, which debt has been extended from time to time. Refer to Note 13 –Borrowings for further details on this loan and its maturity. Since the cash flow from the Cinemas 1,2,3 has not been sufficient to service this loan, the members of SHP (our Company and SHC) have from time to time made contributions to the capital of SHP in order to avoid dilution of their respective interests in SHP. No capital contributions were called or made in 2022 or 2023. Our Company made a capital contribution of $271,000 in 2024.

The Valley National Loan has been guaranteed by our Company and an environmental indemnity has been provided by our Company. SHC has agreed to indemnify our Company to the extent of 25% of any loss incurred by our Company with respect to any such guarantee and/or indemnity (a percentage reflecting SHC’s membership interest in SHP). The refinancing transaction, including the guarantee and indemnity, were reviewed and approved by the Audit and Conflicts Committee of our Board of Directors.

In 2022, we extended a working capital loan to SHP, the balance of which was $5.1 million at December 31, 2024. Interest is charged at the rate we receive on our Bank of America facility. The loan was approved by the Audit and Conflicts Committee of our Board of Directors.

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Live Theatre Play Investment

From time to time, our Officers and Directors may invest in plays that lease our live theatres. The play STOMP played in our Orpheum Theatre since prior to the time we acquired the theatre in 2001, until its final show on January 8, 2023. The Cotter Estate and a third party own an approximately 5% interest in that play, an interest that they have held since prior to our acquisition of the theatre.

Shadow View Land and Farming LLC

This company was and continues to be owned in equal shares by our Company and the Estate of James J. Cotter. However, its sole asset was sold and the sales proceeds distributed in 2021. The company has conducted no business since that date and is in the process of being wound up.

NOTE 22 – SUBSEQUENT EVENTS

On January 3, 2025, we signed an amendment to our Bank of America facility, deferring repayment obligations in January and February 2025. The deferrals were until March 2025, with an additional requirement to repay a portion of the loan upon the completion of certain named asset sales.

On January 31, 2025, we completed the sale of our Wellington, New Zealand property assets, including our Courtenay Central building, receiving $17.9 million as the balance payable on the sales price of $21.3 million. The transaction qualified as a completed sale under ASC 606 on January 31, 2025, with the transfer of control to the purchaser, and so will be recorded in our first quarter Form 10-Q for 2025. As a part of that transaction, we entered into an Agreement to Lease the cinema component of that property, upon completion of seismic upgrading by the new owner.

On January 31, 2025, using a portion of the funds raised from the sale of our Wellington New Zealand assets, we repaid in full our Westpac loan facility, and $6.1 million of our Bank of America loan facility.

On February 26, 2025 we exercised our option to extend our Valley National debt to October 1, 2025.

On March 16, 2025, we entered into a Call Option Agreement with a third party, providing for the sale of our properties in Townsville, Queenstown, Australia for AU$32.0 million. For tax reasons, real estate sale agreements in Queensland which provide for a due diligence period are structured as call options. The due diligence period has not yet expired. While no assurances can be given, if the option holder elects to close on the option, it is anticipated that the transaction will close in April.

On March 27, 2025, the closing of our purchase of the ground lease tenant’s interest in the ground lease underlying our Village East Cinema was extended to April 30, 2025.

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Schedule II – Valuation and Qualifying Accou