READING INTERNATIONAL INC
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
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Notes to Consolidated Financial Statements
ts
As of and for Three Years Ended December 31, 2025
NOTE 1 – DESCRIPTION OF BUSINESS
The Company
Reading International, Inc., a Nevada corporation (“RDI” and collectively with our consolidated subsidiaries and corporate predecessors, the “Company,” “Reading,” and “we,” “us,” or “our”), was incorporated in 1999. Our businesses consist primarily of:
the development, ownership, and operation, of cinemas in the United States, Australia, and New Zealand; and,
the development, ownership, operation and/or rental of retail, commercial and live venue real estate assets in Australia, New Zealand, and the United States.
NOTE 2 – LIQU IDITY
We continue to evaluate the going concern assertion required by ASC 205-40 Going Concern as it relates to our Company. The evaluation of the going concern assertion involves considering whether it is probable that our Company has sufficient resources, as at the issue date of the financial statements, to meet its obligations as they fall due for twelve months following the issue date. Should it be probable that there are not sufficient resources, we must develop plans to overcome that shortfall. We must then determine whether it is probable that our plans will be effectively implemented and will mitigate the consequential going concern substantial doubt.
We have $36.0 million of debt due in twelve months, cash of $10.5 million and negative working capital of $106.8 million. As a result, we have developed a plan to address and overcome the going concern uncertainty. Our plan is informed by current liquidity positions, debt obligations, our beliefs about the marketability of certain real estate properties, our beliefs about the recovery of the global cinema industry, cash flow estimates, known capital and other expenditure requirements and commitments and our current business plan and strategies. Our Company’s business plan - two businesses (real estate and cinema) in three countries (Australia, New Zealand and the U.S.) - has served us well historically and is key to management’s overall evaluation of ASC 205-40 Going Concern.
While we believe that, with an increase in the quantity and quality of films being released to cinemas compared to pre-pandemic levels, patronage and operating revenue levels will improve, we have no control over attendance levels, and no assurances can be given as to the nature of the reception of future movies by the movie-going public.
We are continuing the process of refinancing and/or extending certain loans, as further discussed in Note 13 - Borrowings. On January 31, 2025, we sold our Courtenay Central real estate assets for $21.5 million and repaid our $10.5 million Westpac loan. On February 5, 2025, we repaid $6.1 million of our Bank of America facility, reducing the balance to $8.7 million. On July 3, 2025, we extended the maturity date of this loan to May 18, 2026. On February 26, 2025, we exercised our option to extend our Valley National debt to October 1, 2025. On May 2, 2025, we extended our Emerald Creek Capital loan to November 6, 2026. On May 21, 2025, we sold our Cannon Park property for $20.7 million, and repaid our $12.9 million NAB bridging facility, $970,000 on our NAB Core Facility and $1.5 million on our Bank of America facility. On July 18, 2025, we extended the maturity date of our Santander loan to June 1, 2026. On November 12, 2025, we extended our NAB facility byfive years, and on November 13, 2025, we extended our Valley National debt of $19.8 million to October 1, 2026. On December 29, 2025, we extended the maturity date of our Bank of America loan to September 18, 2026.
On December 19, 2025, we purchased Sutton Hill Associates, a California general partnership. As a consequence of that transaction we took on $13.6 million in long term debt owed by Sutton Hill Associates to a third party, and short term payables in the amount of $7.1 million owed to Sutton Hill Capital, LLC, a wholly owned subsidiary of Sutton Hill Associates was eliminated on consolidation. The long term debt is carried on our balance sheet at fair value of $7.6 million, reflecting the fact that the debt has a term maturing on September 30, 2035, with no interim payments of principal, is unsecured and bears interest at 4.75% per annum payable quarterly in arrears.
Moreover, we intend to raise the liquidity necessary for the next twelve months from refinancings and real estate asset monetization. Management has been authorized to pursue such actions where necessary. We believe we have more than sufficient marketable real estate assets that can be monetized on a timely basis and at the values required to meet our funding needs over the next twelve months. After having sold nine property assets with combined net proceeds of $197.5 million since 2021, we have demonstrated our ability to complete real estate asset monetizations. We currently have one property (our Newbury Yard rail yard in Williamsport, Pennsylvania)
-58 - held for sale and in February 2026 retained Newmark & Company Real Estate, Inc. to monetize our Cinemas 1,2,3 property. While no assurances can be given, we anticipate that these assets can be reasonably monetized before the end of our upcoming third quarter.
In conclusion, as of the date of issuance of these financial statements, based on our evaluation of ASC 205-40 Going Concern and the current conditions and events, considered in the aggregate, and our various plans for enhancing liquidity and the extent to which those plans are progressing, we conclude that our plan to raise sufficient liquidity primarily through certain real estate asset monetizations to the extent needed is probable of being implemented to the extent required such that this alleviates the substantial doubt about our Company’s ability to continue as a going concern.
Impairment Considerations
Our Company considers that the events and factors described above continue to constitute impairment indicators under ASC 360 Property, Plant and Equipment. At December 31, 2025, our Company performed a quantitative recoverability test of the carrying values of all its asset groups. Our Company estimated the undiscounted future cash flows expected to result from the use of these asset groups and found thatno impairment charge in 2025 was necessary. No impairment charges were recorded in 2023 or 2024. Actual performance against our forecasts is dependent on several variables and conditions and as a result, actual results may materially differ from management’s estimates.
Our Company also considers that the events and factors described above continue to constitute impairment indicators under ASC 350 Intangibles – Goodwill and Other. Our Company performed a quantitative goodwill impairment test and determined that our goodwill was not impaired as of December 31, 2025. The test was performed at a reporting unit level by comparing each reporting unit’s carrying value, including goodwill, to its fair value. The fair value of each reporting unit was assessed using a discounted cash flow model based on the budgetary revisions performed by management. Actual performance against our forecasts is dependent on several variables and conditions and as a result, actual results may materially differ from management’s estimates.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Significant Accounting Policies
Basis of Consolidation
Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These consolidated financial statements include the accounts of our wholly owned subsidiaries. We have also consolidated the following entities that are not wholly owned for which we have control:
Australia Country Cinemas Pty, Limited, a company in which we own a 75% interest and whose only assets are our leasehold cinema at Dubbo, Australia and our owned cinema at Townsville, Australia; and,
Shadow View Land and Farming, LLC in which we own a 50% controlling membership interest and whose only asset was a 202-acre land parcel in Coachella, California which was sold in March 2021. The company is in the process of winding up.
Our investment interests in certain joint venture arrangements, for which we own between 20% to 50% and for which we have no control over the operations, are accounted for as unconsolidated joint ventures, and hence, recorded in the consolidated financial statements under the equity method. These investment interests include our:
33.3% undivided interest in the unincorporated joint venture that owns the Mt. Gravatt cinema in a suburb of Brisbane, Australia;
50% undivided interest in the unincorporated joint venture that owns Rialto Cinemas in New Zealand.
We consider that we have control over our partially owned subsidiaries and joint venture interests (collectively “investee”) when these conditions exist:
(i)we own a majority of the voting rights or interests of the investee (typically above 50%), or
(ii)in the case when we own less than the majority voting rights or interests, we have the power over the investee when the voting rights or interests are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally.
The Company considers all relevant facts and circumstances in assessing whether or not our voting rights in the investee are sufficient to give it power, including:
(i)the size of our voting rights and interests relative to the size and dispersion of holdings of other vote holders;
(ii)potential voting rights and interests held by us;
(iii)rights and interests arising from other contractual arrangements; and,
(iv)any additional other relevant facts.
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All intercompany balances and transactions have been eliminated on the consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and footnotes thereto. Hence, actual results may differ from those estimates. Significant estimates and assumptions include:
(i)projections we make regarding the recoverability and impairment of our assets (including goodwill and intangibles);
(ii)recoverability of our deferred tax asset;
(iii)estimation of our Incremental Borrowing Rate (“IBR”) as relates to the valuation of our right-of-use assets and lease liabilities;
(iv)valuations of our derivative instruments, and;
(v)estimation of gift card and gift certificate breakage where we have concluded that the likelihood of redemption is remote.
Revenue Recognition
(i)Cinema Exhibition Segment (all net of related taxes):
Sales of Cinema tickets (excluding bulk and advanced ticket sales) and food and beverage (“F&B”) sales – recognized when sold and collected, either in cash or credit card at our theatre locations and through our online selling channels;
Sales of Bulk and Advanced Cinema Ticket Sales – deferred and recognized as revenue when the promised performance or movie that the ticket has been purchased for is shown;
Gift Cards and Gift Certificate Sales– deferred and recognized as revenue when redeemed, except for the breakage portion, as described below;
Breakage Income – recognized for unredeemed cards and certificates using the proportional method, whereby breakage revenue is recognized in proportion to the pattern of rights exercised by the customer when the Company expects that it is probable that a significant revenue reversal would not occur for any estimated breakage amounts. This is based on a breakage ‘experience rate’ which is determined by historical redemption data;
Loyalty Income -a component of revenue from members of our loyalty programs relating to the earning of loyalty rewards is deferred until such a time as members redeem rewards, or until we believe the likelihood of redemption by the member is remote. Deferral is based on the estimated fair value of a loyalty point, the number of member points accumulated, and the likelihood of redemption as determined by historical redemption data, and;
Advertising Revenues – recognized based on contractual arrangements or relevant admissions information, as appropriate, when the related performance obligation is satisfied.
(ii)Real Estate Segment:
Property Rentals –we contractually retain substantially all of the risks and benefits of ownership of our real estate properties and therefore, we account for our tenant leases as operating leases. Accordingly, rental revenue is recognized on a straight-line basis over the lease term; and,
Live Theatre License Fees – we have real property interest in, and license theatre space to third parties for, the presentation of theatrical productions. Revenue is recognized in accordance with the license agreement and is typically recorded on a weekly basis after the performance of a show has occurred.
Cash and Cash Equivalents
We consider all highly liquid investments with original maturities of three months or less at the time of purchase as cash equivalents for which cost approximates fair value. We maintain cash in certain financial institution bank accounts in the United States, Australia, and New Zealand. In the United States, the Federal Deposit Insurance Corporation insures accounts in the amount of $250,000 per depositor, per insured bank, for each account ownership category. At certain of our financial institutions, we have more than $250,000 in deposit and those amounts may not be insured in the event of a bank failure.
Receivables
Our receivables balance is composed primarily of credit card and booking agent receivables, representing the purchase price of tickets, food & beverage items, or coupon books sold at our various businesses. Sales charged on customer credit cards are collected when the credit card transactions are processed. The remaining receivables balance is primarily made up of the net Goods and Service Tax (“GST”) receivable from our Australian and New Zealand taxing authorities, rents receivable from our third-party tenants, and the management fee receivable from the managed cinemas. We have no history of significant bad debt losses but we have established an allowance for accounts that we deem uncollectible.
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Inventory
Inventory is composed of food and beverage items in our theater operations and books and associated stationery items at our State Cinema bookstore, and is stated at the lower of cost (first-in, first-out method) or net realizable value.
Restricted Cash
Restricted cash includes those cash accounts for which the use of funds is restricted by any contract or bank covenant. At December 31, 2025 and 2024, our restricted cash balance was $2.3 million and $2.7 million, respectively.
Derivative Financial Instruments
From time to time, we purchase interest rate derivative instruments to hedge the interest rate risk that results from the variability of certain of our floating-rate borrowings. Our use of derivative transactions is intended to reduce long-term fluctuations in cash flows caused by market movements. Derivative instruments are recorded on the balance sheet at fair value with changes in fair value through interest expense in the Consolidated Statements of Operations or, in the case of accounting hedges, in Other Comprehensive Income and then reclassified into interest expense in the same period(s) during which the hedged transactions affect earnings. The cash flows from interest rate derivatives are classified as cashflows provided by operating activities in the Consolidated Cashflow Statement, as are the hedged transactions. As of December 31, 2025 we had derivative positions designated as accounting hedges of ($56,000). As of December 31, 2024, we had derivative positions designated as accounting hedges of ($137,000).
Operating Properties, net
Our Operating Properties consist of land, buildings and improvements, leasehold improvements, fixtures and equipment, which we use to derive operating income associated with ourtwo business segments, cinema exhibition and real estate. Buildings and improvements, leasehold improvements, fixtures and equipment are initially recorded at the lower of cost or fair market value and depreciated over the useful lives of the related assets. Land is not depreciated. Expenditures relating to renovations, betterments or improvements to existing assets are capitalized if they improve or extend the lives of the respective assets and/or provide long-term future net cash inflows, including the potential for cost savings.
Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are generally as follows:
| Building and improvements | 15 – 60 years |
|---|---|
| Leasehold improvements | Shorter of the lease term or useful life of the improvement |
| Theater equipment | 7 years |
| Furniture and fixtures | 3 – 10 years |
Investment and Development Properties, net
Investment and Development Properties consist of land, buildings and improvements under development, and their associated capitalized interest and other development costs that we are either holding for development, currently developing, or holding for investment appreciation purposes. These properties are initially recorded at the lower of cost or fair market value. Within this category are building and improvement costs directly associated with the development of potential cinemas, or other improvements to real property. In the case of investments in land and the redevelopment of existing improvements, where we have a confirmed capital project we capitalize cost associated with title work, land use matters, and design, engineering and architectural work. As incurred, we expense start-up costs (such as pre-opening cinema advertising and training expense) and other costs not directly related to the acquisition and development of long-term assets. We cease cost capitalization (including interest) on a development property when the property is complete and ready for its intended use, or if activities necessary to get the property ready for its intended use have been substantially curtailed. However, we do not suspend cost capitalization for brief interruptions and interruptions that are externally imposed, such as mandates from governmental authorities.
Impairment of Long-Lived Assets
We review long-lived assets, including goodwill and intangibles, for impairment as part of our annual budgeting process, as of December 31 of each financial year, and whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable.
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We review internal management reports on a monthly basis as well as monitor current competition in film markets for indications of potential impairment.
(i)Impairment of Long-lived Assets (other than Goodwill and Intangible Assets with indefinite lives) –we evaluate our long-lived assets and finite-lived intangible assets using historical and projected data of cash flows as our primary indicator of potential impairment and we take into consideration the seasonality of our business. If the sum of the estimated, undiscounted future cash flows is less than the carrying amount of the asset, then an impairment is recognized for the amount by which the carrying value of the asset exceeds its estimated fair value based on an appraisal or a discounted cash flow calculation. We include all relevant right-of-use assets in our impairment assessments and exclude the related lease liabilities and payments. For certain non-income producing properties or for those assets with no consistent historical or projected cash flows, we obtain appraisals or other evidence to evaluate whether there are impairment indicators for these assets.
No impairment losses were recorded for long-lived and finite-lived intangible assets for the three years ended December 31, 2025, based on historical information and projected cash flow.
(ii)Impairment of Goodwill and Intangible Assets with indefinite lives –goodwill and intangible assets with indefinite useful lives are not amortized, but instead, tested for impairment at least annually on a reporting unit basis. The impairment evaluation is based on the present value of estimated future cash flows of the reporting unit plus the expected terminal value. There are significant assumptions and estimates used in determining the future cash flows and terminal value. The most significant assumptions include our cost of debt and cost of equity assumptions that comprise the weighted average cost of capital for each reporting unit. Accordingly, actual results could vary materially from such estimates.
No impairment losses were recorded for goodwill and indefinite-lived intangible assets for the three years ended December 31, 2025.
For a detailed discussion of our impairment assessments, refer to Note 2 – Liquidity, above.
Variable Interest Entity
The Company enters into relationships or investments with other entities that may be a variable interest entity (“VIE”). A VIE is consolidated in the financial statements if the Company has the power to direct activities that most significantly impact the economic performance of the VIE and has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.
On December 19, 2025, we acquired all of thegeneral partnership interests in Sutton Hill Associates. Sutton Hill Associates is a VIE due to insufficient equity at risk and its reliance on financial support from the Company and the holder of debt owed to a third party, Nationwide Theaters Corp, of which we are the guarantor. As we now hold all of the partnership interests, and all voting rights, we consolidate Sutton Hill Associates and all of its subsidiaries in our financial statements as of December 19, 2025.
Reading International Trust I is a VIE. It is not consolidated in our financial statements because we are not the primary beneficiary. We carry our investment in the Reading International Trust I, recorded under “Other Assets”, using the equity method of accounting because we have the ability to exercise significant influence (but not control) over operating and financial policies of the entity. We eliminate transactions with an equity method entity to the extent of our ownership in such an entity. Accordingly, our share of net income/(loss) of this equity method entity is included in consolidated net income/(loss). We have no implicit or explicit obligation to further fund our investment in Reading International Trust I.
Property Held for Sale
When a property is classified as held for sale, we present the respective assets and liabilities related to the property held for sale separately on the balance sheet and cease to record depreciation and amortization expense. Properties held for sale are reported at the lower of their carrying value or their estimated fair value less the estimated costs to sell. A disposal group may represent a single asset, or multiple assets where a group of assets will be disposed of together as a group in a single transaction. Refer to Note 6 – Real Estate Transactions for details.
Deferred Leasing/Financing Costs
Direct costs incurred in connection with obtaining tenants and or financing are amortized over the respective term of the loan utilizing the effective interest method, or straight-line method if the result is not materially different. In addition, interest on loans with increasing interest rates and scheduled principal pre-payments are also recognized using the effective interest method. Net deferred financing costs are presented as a reduction in the associated debt account (see Note 13 – Borrowings).
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Film Rental Costs
Film rental costs are accrued based on the applicable box office receipts and estimates of the final settlement to the film licensors.
Advertising Expense
We expense our advertising as incurred. The amount of our advertising expense was $1.4 million, $1.7 million, and$1.6 million in 2025, 2024, and 2023, respectively.
Operating Leases
As Lessee
We determine if an arrangement is a lease at inception. Contracts are analyzed in accordance with the criteria set out in ASC 842 to determine if there is a lease present. For contracts that contain an operating lease, we account for the lease component and the non-lease component together as a single component. For contracts that contain a finance lease we account for the lease component and the non-lease component separately in accordance with ASC 842.
Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities, current and non-current, in our consolidated balance sheets. Finance leases are included in operating properties, other current liabilities, and other long-term liabilities in our consolidated balance sheets.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Lease payments for our cinema operating leases consist of fixed base rent, and for certain leases, variable lease payments consisting of contracted percentages of revenue, changes in the relevant CPI, and/or other contracted financial metrics. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our country-specific incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The operating lease ROU asset also includes any prepaid lease payments made and excludes lease incentives received. Our leases have remaining lease terms of 1 to 20 years, with certain leases having options to extend to up to a further 45 years. We include in our ROU assets and lease liabilities those options to extend or not to terminate where it is reasonably certain that we will exercise those options. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Subsequent amortization of the right of use asset and accretion of the lease liability for an operating lease is recognized as a single lease cost, on a straight-line basis, over the term of the lease. A finance lease right-of-use asset is depreciated on a straight-line basis over the lesser of the useful life of the leased asset or the lease term, and interest on each finance lease liability is determined as the amount that results in a constant periodic discount rate on the remaining balance of the liability.
We have lease agreements with lease and non-lease components, which we do not separate. Non-components, for example property taxes and insurances, are accounted for on an accrual basis. For certain equipment leases, such as cinema equipment, we account for the lease and non-lease components as a single lease component.
As Lessor
As part of our real estate operations, we own certain real estate property in the U.S., Australia and New Zealand which we lease to third parties. These leases vary in length between 1 and 20 years, with certain leases containing options to extend at the behest of the applicable tenants.
Lease revenue is substantially fixed rent. Certain leases include variable lease payments consisting of contracted percentages of revenue, changes in the relevant CPI, and/or other contracted financial metrics. None of our leases grant any right to the tenant to purchase the underlying asset.
We recognize lease payments for operating leases as property revenue on a straight-line basis over the lease term. Lease incentive payments we make to lessees are amortized as a reduction in property revenue over the lease term. The lease term includes all non-cancellable periods contracted for within the lease and excludes any option periods which a tenant may hold.
Share-based Compensation
The determination of the compensation cost for our share-based awards (primarily in the form of stock options or restricted stock units) is made at the grant date based on the estimated fair value of the award, and such cost is recognized over the grantee’s requisite service period (which typically equates to our vesting term). Previously recognized compensation cost shall be reversed for any forfeited award to the extent unvested at the time of forfeiture. Refer to Note 17 – Share-based Compensation and Repurchase Plans for further details.
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Treasury Shares
Prior to March 2020, we repurchased our own Class A common shares as part of a publicly announced stock repurchase plan. We account for these repurchases using the cost method and present these as a separate line within the Stockholders’ Equity section in our consolidated balance sheets. Refer to Note 17 – Share-based Compensation and Repurchase Plans for further details of our stock repurchase plan.
Insurance Recoveries and Other Contingency Matters
(i)Loss contingencies – we record any loss contingencies if there is a “probable” likelihood that the liability had been incurred, and the amount of the loss can be reasonably estimated.
(ii)Gain contingencies:
Insurance recoveries – in the event we incur a loss attributable to an impairment of an asset or incurrence of a liability that is recoverable, in whole or in part, through an insurance claim, we record an insurance recoverable (not to exceed the amount of the total losses incurred) only when the collectability of such claim is probable. To evaluate the probable collectability of an insurance claim, we consider communications with third parties (such as with our insurance company), in addition to advice from legal counsel.
Others – other gain contingencies typically result from legal settlements and we record those settlements in income when cash or other forms of payments are received.
Legal costs relating to our litigation matters, whether we are the plaintiff or the defendant, are recorded when incurred. For the years ended December 31, 2025, 2024, and 2023, we recorded gains/(losses) relating to litigation settlements of $nil, $450,000 and ($265,000), respectively.
Currency Translation Policy
The financial statements and transactions of our Australian and New Zealand cinema and real estate operations are recorded in their functional currencies, namely Australian and New Zealand dollars, respectively, and are then translated into U.S. dollars. Assets and liabilities of these operations are denominated in their functional currencies and are then translated at exchange rates in effect at the balance sheet date. Revenue and expenses are translated at the average exchange rate for the reporting period. Translation adjustments are reported in “Accumulated Other Comprehensive Income,” a component of Stockholders’ Equity.
The carrying values of our Australian and New Zealand assets fluctuate due to changes in the exchange rate between the U.S. dollar and the Australian and New Zealand dollars. Presented in the table below are the currency exchange rates for Australia and New Zealand as of and for the three years ended December 31, 2025:
| As of andfor the year endedDecember 31, 2025 | As of andfor the year endedDecember 31, 2024 | As of andfor the year endedDecember 31, 2023 | |
|---|---|---|---|
| Spot Rate | |||
| Australian Dollar | 0.6669 | 0.6185 | 0.6828 |
| New Zealand Dollar | 0.5755 | 0.5596 | 0.6340 |
| Average Rate | |||
| Australian Dollar | 0.6449 | 0.6596 | 0.6647 |
| New Zealand Dollar | 0.5819 | 0.6051 | 0.6145 |
Income Taxes
We account for income taxes under an asset and liability approach. Under the asset and liability method, deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled and are classified as noncurrent on the balance sheets in accordance with current U.S. GAAP. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Income tax expense (benefit) is the tax payable (refundable) for the period and the change during the period in deferred tax assets and liabilities. The effect of a change in tax rates or law on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative
-64 - evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations.
A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits.
We recognize tax liabilities for uncertain tax positions and adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. We record interest and penalties related to income tax matters as part of income tax expense and record the related liabilities in income tax related balance sheet accounts. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which it is determined a change in recognition or measurement is appropriate.
Earnings (Loss) Per Share
The Company presents both basic and diluted earnings (loss) per share amounts. Basic earnings (loss) per share is calculated by dividing net income (loss) attributable to the Company by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share is based upon the weighted average number of common and common equivalent shares outstanding during the year, which is calculated using the treasury-stock method for equity-based awards. Common equivalent shares are excluded from the computation of diluted earnings (loss) per share in periods for which they have an anti-dilutive effect. Stock options for which the exercise price exceeds the average market price over the period are anti-dilutive and, accordingly, are excluded from the calculation.
New Accounting Standards and Accounting Changes
Recently Adopted and Issued Accounting Pronouncements
Adopted:
ASU 2023-07 Segment Reporting: Improvements to Reportable Segment Disclosures
On December 16, 2024, we adopted ASU 2023-07: Segment Reporting: Improvements to Reportable Segment Disclosures. This ASU expands the disclosures required by public entities for reportable segments. Adoption of the ASU has had no material effect on our consolidated financial statements from a recognition and measurement perspective, and has not altered our reportable segments, but has enhanced our disclosure of certain expenses and profitability measurement.
ASU 2023-09 Income Taxes: Improvements to Income Tax Disclosures
Effective year ended December 31, 2025, we adopted ASC 2023-09 Income Taxes: Improvements to Income Tax Disclosures (“ASU 2023-09”). The amendments in ASU 2023-09 require entities to disclose on an annual basis (i) specific categories in the rate reconciliation and (ii) provide additional information for reconciling items that meet a quantitative threshold. The amendments also require that entities disclose various information about income taxes paid and (i) income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and (ii) foreign and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. Adoption of the ASU has had no material effect on our consolidated financial statements from a recognition and measurement perspective, but has enhanced our disclosure of certain income tax matters.
Recently Announced:
ASU 2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures
In November 2024, the FASB issued ASC 2024-03, Income Statement (Subtopic 220-40)—Reporting Comprehensive Income-Expense Disaggregation Disclosures (“ASU 2024-03”). The amendments in ASU 2024-03 require that public business entities disclose additional information about specific expense categories in the notes to financial statements for interim and annual reporting periods. ASU 2024-03 is effective for the Company for the year ended December 31, 2027. The Company is currently evaluating the impact of this new standard on our consolidated financial statements upon adoption.
NOTE 4 – SEGMENT REPOR TING
We report information about operating segments in accordance with ASC 280-10 Segment Reporting, which requires financial information to be reported based on the way management organizes segments with a company for making operating decisions and evaluating performance. We have organized our business intotwo reportable segments, being cinema exhibition and real estate.
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Our cinema exhibition segment aggregates all our cinemas, both leased and owned, across the United States, Australia and New Zealand. Each of our cinemas earns revenue through the sale of movie tickets, food and beverage, screen advertising, theatre rentals, merchandise, gift card and loyalty membership, and other ancillary sales. The segment also earns revenue through service fees related to online ticket sales. Expenses are incurred through film rent, wages and salaries, food and beverage costs, occupancy costs, utilities, and other ancillary costs. We further organize this segment by geography, as while all our cinemas are engaged in substantially the same business activities, each geography is subject to its own unique regulatory and business conditions.
Our real estate segment aggregates all our retail, commercial and live theatre real estate assets across Australia, New Zealand, and the United States. Our retail and commercial real estate assets earn revenue through the leasing or licensing of space to third party tenants.
Our live theatre assets in the United States earn revenue through leasing or licensing space to third party production companies, an activity we consider sufficiently similar to our broader real estate base to support inclusion in our real estate segment. Our live theatre operations also earn revenue by providing front of house and box office services and through concession sale of food and beverage. All of our real estate assets incur expenses from property maintenance, utilities, taxes, and other costs of maintaining real estate and in some cases third party property management.
Each of these segments has discrete and separate financial information and for which operating results are evaluated regularly by our President, Chief Executive Officer and Vice Chair of the Board of Directors, the chief operating decision-maker (“CODM”) of the Company. The CODM is responsible for the allocation of resources to, and the assessment of the performance of, our operating segments. The CODM determines, among other things:
-the execution, renewal or termination of cinema leases
-the execution, renewal or termination of third-party tenant leases
-significant capital expenditures
-internal resource allocation
-operational budgets.
Segment operating income is a key measure of profit or loss used by the CODM to assess segment performance and allocate resources. Segment operating income includes certain amounts charged by our real estate segment to our cinema exhibition segment where a cinema is a tenant of the real estate segment. These charges are eliminated for consolidated financial statement purposes in the consolidated income statement but are presented gross to the CODM.
The tables below summarize the results of operations for each of our business segments, presenting a reconciliation of segment revenue to operating segment income, and the impact of inter-segment transactions.
| 2025 | 2024 | 2023 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | Cinema | RealEstate | Total | Cinema | RealEstate | Total | Cinema | RealEstate | Total |
| Revenue - third party | $188,603 | $14,385 | $202,988 | $195,130 | $15,397 | $210,527 | $207,641 | $15,103 | $222,744 |
| Inter-segment revenue (1) | — | 4,036 | 4,036 | — | 4,609 | 4,609 | — | 4,767 | 4,767 |
| Total segment revenue | 188,603 | 18,421 | 207,024 | 195,130 | 20,006 | 215,136 | 207,641 | 19,870 | 227,511 |
| Operating expense | |||||||||
| Operating Expense - Third Party | (168,328) | (7,463) | (175,791) | (179,377) | (9,243) | (188,620) | (187,418) | (8,763) | (196,181) |
| Inter-Segment Operating Expenses (1) | (4,036) | — | (4,036) | (4,609) | — | (4,609) | (4,767) | — | (4,767) |
| Total of services and products (excluding depreciation and amortization) | (172,364) | (7,463) | (179,827) | (183,986) | (9,243) | (193,229) | (192,185) | (8,763) | (200,948) |
| Depreciation and amortization | (8,457) | (4,314) | (12,771) | (10,232) | (5,160) | (15,392) | (11,335) | (6,376) | (17,711) |
| General and administrative expense | (4,139) | (727) | (4,866) | (3,709) | (924) | (4,633) | (3,997) | (940) | (4,937) |
| Total operating expense | (184,960) | (12,504) | (197,464) | (197,927) | (15,327) | (213,254) | (207,517) | (16,079) | (223,596) |
| Segment operating income (loss) | $3,643 | $5,917 | $9,560 | $(2,797) | $4,679 | $1,882 | $124 | $3,791 | $3,915 |
(1)Inter-segment Revenues and Operating Expense relates to the internal charge between thetwo segments where the cinema operates within real estate owned within the group.
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A reconciliation of cinema exhibition segment revenue to segment operating income for the financial years ended December 31, 2025, 2024 and 2023 is as follows:
| Year Ended | |||||||
|---|---|---|---|---|---|---|---|
| (Dollars in thousands) · December 31, 2025 · December 31, 2024 · December 31, 2023 | |||||||
| REVENUE | |||||||
| United States | Admissions revenue | $54,214 | $55,782 | $63,662 | |||
| Concessions revenue | 35,523 | 34,314 | 38,884 | ||||
| Advertising and other revenue | 9,751 | 9,842 | 11,252 | ||||
| $99,488 | $99,938 | $113,798 | |||||
| Australia | Admissions revenue | $47,414 | $48,186 | $48,630 | |||
| Concessions revenue | 24,373 | 27,670 | 26,119 | ||||
| Advertising and other revenue | 5,949 | 6,176 | 5,276 | ||||
| $77,736 | $82,032 | $80,025 | |||||
| New Zealand | Admissions revenue | $7,256 | $7,663 | $8,509 | |||
| Concessions revenue | 3,541 | 4,375 | 4,585 | ||||
| Advertising and other revenue | 582 | 1,122 | 724 | ||||
| $11,379 | $13,160 | $13,818 | |||||
| Total revenue | $188,603 | $195,130 | $207,641 | ||||
| OPERATING EXPENSE | |||||||
| United States | Film rent and advertising cost | $(28,971) | $(30,315) | $(34,182) | |||
| Food & beverage cost | (9,108) | (9,071) | (10,070) | ||||
| Occupancy expense | (16,962) | (22,516) | (25,090) | ||||
| Labor cost | (16,482) | (17,323) | (17,397) | ||||
| Utilities | (5,413) | (5,973) | (6,856) | ||||
| Cleaning and maintenance | (6,670) | (6,664) | (8,155) | ||||
| Other operating expenses | (8,665) | (7,948) | (9,459) | ||||
| $(92,271) | $(99,810) | $(111,209) | |||||
| Australia | Film rent and advertising cost | $(21,081) | $(22,124) | $(21,814) | |||
| Food & beverage cost | (5,290) | (6,141) | (5,609) | ||||
| Occupancy expense | (17,708) | (18,086) | (17,207) | ||||
| Labor cost | (13,613) | (14,040) | (13,243) | ||||
| Utilities | (3,207) | (2,861) | (2,545) | ||||
| Cleaning and maintenance | (4,614) | (5,069) | (4,696) | ||||
| Other operating expenses | (3,342) | (3,597) | (3,313) | ||||
| $(68,855) | $(71,918) | $(68,427) | |||||
| New Zealand | Film rent and advertising cost | $(3,313) | $(3,474) | $(3,858) | |||
| Food & beverage cost | (733) | (947) | (911) | ||||
| Occupancy expense | (2,883) | (3,106) | (3,081) | ||||
| Labor cost | (2,115) | (2,385) | (2,417) | ||||
| Utilities | (501) | (394) | (435) | ||||
| Cleaning and maintenance | (759) | (886) | (971) | ||||
| Other operating expenses | (934) | (1,066) | (876) | ||||
| $(11,238) | $(12,258) | $(12,549) | |||||
| Total operating expense | $(172,364) | $(183,986) | $(192,185) | ||||
| DEPRECIATION, AMORTIZATION, GENERAL AND ADMINISTRATIVE EXPENSE | |||||||
| United States | Depreciation and amortization | $(4,403) | $(5,011) | $(5,911) | |||
| General and administrative expense | (2,594) | (2,368) | (2,502) | ||||
| $(6,997) | $(7,379) | $(8,413) | |||||
| Australia | Depreciation and amortization | $(3,623) | $(4,763) | $(4,824) | |||
| General and administrative expense | (1,355) | (1,325) | (1,495) | ||||
| $(4,978) | $(6,088) | $(6,319) | |||||
| New Zealand | Depreciation and amortization | $(432) | $(458) | $(600) | |||
| General and administrative expense | (189) | (16) | — | ||||
| $(621) | $(474) | $(600) | |||||
| Total depreciation, amortization, general and administrative expense | $(12,596) | $(13,941) | $(15,332) | ||||
| OPERATING INCOME (LOSS) - CINEMA | |||||||
| United States | $220 | $(7,251) | $(5,824) | ||||
| Australia | 3,903 | 4,026 | 5,279 | ||||
| New Zealand | (480) | 428 | 669 | ||||
| Total Cinema operating income (loss) | $3,643 | $(2,797) | $124 | ||||
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A reconciliation of real estate segment revenue to segment operating income for the financial years ended December 31, 2025, 2024 and 2023 is as follows:
| Year Ended | |||||||
|---|---|---|---|---|---|---|---|
| (Dollars in thousands) · December 31, 2025 · December 31, 2024 · December 31, 2023 | |||||||
| REVENUE | |||||||
| United States | Live theater rental and ancillary income | $2,638 | $2,024 | $1,803 | |||
| Property rental income | 4,243 | 4,221 | 4,395 | ||||
| 6,881 | 6,245 | 6,198 | |||||
| Australia | Property rental income | 10,659 | 12,341 | 12,163 | |||
| New Zealand | Property rental income | 881 | 1,420 | 1,509 | |||
| Total revenue | $18,421 | $20,006 | $19,870 | ||||
| OPERATING EXPENSE | |||||||
| United States | Live theater cost | $(1,048) | $(1,024) | $(765) | |||
| Occupancy expense | (734) | (694) | (789) | ||||
| Utilities | (93) | (116) | (184) | ||||
| Cleaning and maintenance | (198) | (183) | (170) | ||||
| Other operating expenses | (1,073) | (1,096) | (1,237) | ||||
| $(3,146) | $(3,113) | $(3,145) | |||||
| Australia | Occupancy expense | $(1,829) | $(1,988) | $(1,956) | |||
| Labor cost | (174) | (247) | (218) | ||||
| Utilities | (131) | (72) | (73) | ||||
| Cleaning and maintenance | (853) | (983) | (927) | ||||
| Other operating expenses | (736) | (929) | (892) | ||||
| $(3,723) | $(4,219) | $(4,066) | |||||
| New Zealand | Occupancy expense | $(167) | $(474) | $(418) | |||
| Labor cost | (2) | (22) | (99) | ||||
| Utilities | (5) | (62) | (53) | ||||
| Cleaning and maintenance | (4) | (44) | (33) | ||||
| Other operating expenses | (416) | (1,309) | (949) | ||||
| (594) | (1,911) | (1,552) | |||||
| Total operating expense | $(7,463) | $(9,243) | $(8,763) | ||||
| DEPRECIATION, AMORTIZATION, GENERAL AND ADMINISTRATIVE EXPENSE | |||||||
| United States | Depreciation and amortization | $(2,500) | $(2,628) | $(3,104) | |||
| General and administrative expense | (649) | (866) | (700) | ||||
| (3,149) | (3,494) | (3,804) | |||||
| Australia | Depreciation and amortization | $(1,580) | $(2,091) | $(2,514) | |||
| General and administrative expense | (76) | (58) | (240) | ||||
| (1,656) | (2,149) | (2,754) | |||||
| New Zealand | Depreciation and amortization | (235) | (441) | (758) | |||
| General and administrative expense | (1) | — | — | ||||
| (236) | (441) | (758) | |||||
| Total depreciation, amortization, general and administrative expense | $(5,041) | $(6,084) | $(7,316) | ||||
| OPERATING INCOME (LOSS) - REAL ESTATE | |||||||
| United States | $586 | $(362) | $(751) | ||||
| Australia | 5,280 | 5,973 | 5,343 | ||||
| New Zealand | 51 | (932) | (801) | ||||
| Total real estate operating income (loss) | $5,917 | $4,679 | $3,791 | ||||
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A reconciliation of segment operating income to income before income taxes is as follows:
| (Dollars in thousands) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Segment operating income (loss) | $9,560 | $1,882 | $3,915 |
| Unallocated corporate expense: | |||
| Depreciation and amortization expense | (427) | (387) | (711) |
| General and administrative expense | (14,440) | (15,528) | (15,235) |
| Interest expense, net | (17,930) | (21,154) | (19,418) |
| Equity earnings (loss) of unconsolidated joint ventures | 560 | (387) | 456 |
| Gain (loss) on sale of assets | 8,365 | (1,371) | 562 |
| Gain (loss) on acquisition of noncontrolling interest | 2,691 | — | — |
| Other (expense) income | (2,178) | 1,528 | (164) |
| Income (loss) before income taxes | $(13,799) | $(35,417) | $(30,595) |
Assuming cash and cash equivalents are accounted for as corporate assets, total assets by business segment and by country are presented as follows:
| December 31, | ||
|---|---|---|
| (Dollars in thousands) | 2025 | 2024 |
| By segment: | ||
| Cinema | $184,162 | $191,008 |
| Real estate | 176,396 | 207,044 |
| Corporate (1) | 74,371 | 72,959 |
| Total assets | $434,929 | $471,011 |
| By country: | ||
| United States | $245,169 | $264,284 |
| Australia | 166,026 | 167,667 |
| New Zealand | 23,734 | 39,060 |
| Total assets | $434,929 | $471,011 |
(1)Corporate Assets includes cash and cash equivalents of $10.5 million and $12.3 million as of December 31, 2025 and 2024, respectively.
The following table sets forth our operating properties, net, by country:
| December 31, | ||
|---|---|---|
| (Dollars in thousands) | 2025 | 2024 |
| United States | $140,179 | $146,531 |
| Australia | 58,934 | 59,081 |
| New Zealand | 8,861 | 9,082 |
| Total operating properties, net | $207,974 | $214,694 |
The table below summarizes capital expenditures for the three years ended December 31, 2025:
| (Dollars in thousands) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Segment capital expenditures | $1,498 | $2,028 | $4,711 |
| Corporate capital expenditures | — | — | — |
| Total capital expenditures | $1,498 | $2,028 | $4,711 |
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NOTE 5 – EARNINGS (LOSS) PER SHARE
The following table sets forth the computation of basic and diluted earnings (loss) per share and a reconciliation of the weighted average number of common and common equivalent shares outstanding for the three years ended December 31, 2025:
| (Dollars in thousands, except share and per share data) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Numerator: | |||
| Net income (loss) attributable to Reading International, Inc. | $(14,140) | $(35,301) | $(30,673) |
| Denominator: | |||
| Weighted average shares of common stock – basic | 22,652,270 | 22,401,662 | 22,222,635 |
| Weighted average dilutive impact of stock-based awards | — | — | — |
| Weighted average shares of common stock – diluted | 22,652,270 | 22,401,662 | 22,222,635 |
| Basic earnings (loss) per share | $(0.62) | $(1.58) | $(1.38) |
| Diluted earnings (loss) per share | $(0.62) | $(1.58) | $(1.38) |
| Awards excluded from diluted earnings (loss) per share | 3,696,662 | 1,047,592 | 1,329,795 |
Outstanding awards of 3,696,662 shares for the year ended December 31, 2025 and 1,047,592 shares for the year ended December 31, 2024, were excluded from the computation of dilutive shares, as they were anti-dilutive because of the net loss from continuing operations.
NOTE 6 – REAL ESTATE TRANS ACTIONS
Discussed below are the real estate transactions affecting the presentation in our consolidated balance sheets as of December 31, 2025 and 2024, and the profitability determination in our consolidated statements of income for the three years ended December 31, 2025,2024 and 2023.
Real Estate Monetizations
In order to support our liquidity, we have monetized certain of our real estate holdings. Details of those monetizations for the years ended December 31, 2025, 2024 and 2023, are provided below.
Cannon Park, Townsville, Queensland, Australia
In May 2024, we classified our Cannon Park ETC in Townsville, Queensland, Australia, as held for sale at the lower of cost and fair value less costs to sell. The disposal group consists of our Cannon Park City Center and Cannon Park Discount Center properties, comprising approximately 9.4-acres. The sale of the property was completed on May 21, 2025, at a gross sale price of $20.7 million. The proceeds were used principally to pay off our NAB bridging facility, and to reduce our Bank of America debt. We retained a lease over the cinema.
| June 30, | |
|---|---|
| (Dollars in thousands) | 2025 |
| Sales price | $20,698 |
| Net book value | (18,361) |
| Gain on sale, gross of direct costs | 2,337 |
| Direct sale costs incurred | (518) |
| Gain on sale, net of direct costs | $1,819 |
Wellington, New Zealand property assets
In June 2024, we classified our property assets in Wellington, New Zealand including Courtenay Central, as held for sale at the lower of cost and fair value less costs to sell. The disposal group consisted of our Courtenay Central cinema and retail property, along with our Tory and Wakefield Street car parks. The sale was completed on January 31, 2025, at a gross sale price of $21.5 million. The proceeds were used to pay off the Westpac mortgage on the property, and to reduce our Bank of America debt. We have an Agreement to Lease the cinema portion from the Purchaser, which is expected to commence upon the completion of seismic upgrade work by the Landlord and cinema fit-out work by ourselves.
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| March 31, | |
|---|---|
| (Dollars in thousands) | 2025 |
| Sales price | $21,538 |
| Net book value | (14,666) |
| Gain on sale, gross of direct costs | 6,872 |
| Direct sale costs incurred | (306) |
| Gain on sale, net of direct costs | $6,566 |
Culver City, Los Angeles
On February 23, 2024, we monetized our office building 5995 Sepulveda Blvd, for $10.0 million. The proceeds were used to discharge the $8.3 million first mortgageon the property and for working capital.
The loss on sale of this property is calculated as follows:
| March 31, | |
|---|---|
| (Dollars in thousands) | 2024 |
| Sales price | $10,000 |
| Net book value | (10,800) |
| Loss on sale, gross of direct costs | (800) |
| Direct sale costs incurred | (325) |
| Loss on sale, net of direct costs | $(1,125) |
Maitland, New South Wales
On October 25, 2023, we monetized our property in Maitland, NSW, Australia, for $1.8 million (AU$2.8 million). The property consisted of a cinema building and associated land. The purchaser is leasing back the Reading Cinema to our Company on a 12 month lease.
| December 31, | |
|---|---|
| (Dollars in thousands) | 2023 |
| Sales price | $1,774 |
| Net book value | (835) |
| Gain on sale, gross of direct costs | 939 |
| Direct sale costs incurred | (139) |
| Gain on sale, net of direct costs | $800 |
Disposal Groups Held for Sale
A ‘disposal group’ represents assets to be disposed of in a single transaction. A disposal group may represent a single asset, or, multiple assets.
Newberry Yard, Williamsport, Pennsylvania
In June 2023, we classified our industrial property at Newberry Yard, Williamsport, Pennsylvania, as held for sale at the lower of cost and fair value less costs to sell. The property is part of our historic railroad operations, consisting of land and an industrial building, and certain rail bed improvements. No adjustments to the book value of the assets contained within this disposal group were required. Sales efforts continue, and the property continues to meet the ASC 360 held for sale criteria.
Real Estate Acquisitions
On December 19, 2025, we purchased Sutton Hill Associates, a California general partnership. As a consequence of that transaction we took on $13.6 million in long term debt owed by Sutton Hill Associates to a third party, and short term payables in the amount of $7.1 million owed by our Company to certain Sutton Hill Associates subsidiaries were eliminated on consolidation. The long term debt is carried on our balance sheet at $7.6 million, reflecting the fact that the debt has a term maturing on September 30, 2035, with no interim payments of principal, is unsecured and bears interest at only 4.75% per annum payable quarterly in arrears. A description of this transaction is provided at Note 21 – Related Parties.
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NOTE 7 – PROPERTIES AND EQUIP MENT
Operating Property, Net
Property associated with our operating activities is summarized as follows:
| December 31, | ||
|---|---|---|
| (Dollars in thousands) | 2025 | 2024 |
| Land | $48,389 | $47,267 |
| Building and improvements | 170,906 | 166,451 |
| Leasehold improvements | 48,652 | 49,444 |
| Fixtures and equipment | 149,251 | 143,773 |
| Construction-in-progress | 1,964 | 1,987 |
| Total cost | 419,162 | 408,922 |
| Less: accumulated depreciation | (211,188) | (194,228) |
| Operating Properties, net | $207,974 | $214,694 |
Of our total operating properties as disclosed above, the gross and carrying amounts of the portion of our properties currently on lease or held for leasing as of December 31, 2025 and 2024 are as follows:
| December 31, | ||
|---|---|---|
| (Dollars in thousands) | 2025 | 2024 |
| Building and improvements | ||
| Gross balance | $115,731 | $113,424 |
| Less: Accumulated depreciation | (25,232) | (21,692) |
| Net Book Value | $90,499 | $91,732 |
Depreciation expense for operating property was $13.1 million, $15.5 million, and $18.3 million for the year ended December 31, 2025, 2024 and 2023, respectively.
NOTE 8 – LEASES
As Lessee
The components of lease expense are as follows:
| December 31, | |||
|---|---|---|---|
| (Dollars in thousands) | 2025 | 2024 | 2023 |
| Lease cost | |||
| Finance lease cost: | |||
| Amortization of right-of-use assets | $41 | $41 | $25 |
| Interest on lease liabilities | 2 | 5 | 1 |
| Operating lease cost | 28,653 | 29,314 | 32,877 |
| Variable lease cost | (11) | 2,809 | 1,501 |
| Total lease cost | $28,685 | $32,169 | $34,404 |
Supplemental cash flow information related to leases is as follows:
| December 31, | ||
|---|---|---|
| (Dollars in thousands) | 2025 | 2024 |
| Cash flows relating to lease cost | ||
| Cash paid for amounts included in the measurement of lease liabilities: | ||
| Operating cash flows for finance leases | $44 | $44 |
| Operating cash flows for operating leases | 23,503 | 25,531 |
| Right-of-use assets obtained in exchange for new operating lease liabilities | $8,231 | $9,066 |
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Supplemental balance sheet information related to leases is as follows:
| December 31, | ||
|---|---|---|
| (Dollars in thousands) | 2025 | 2024 |
| Operating leases | ||
| Operating lease right-of-use assets | $159,659 | $160,873 |
| Operating lease liabilities - current portion | 20,081 | 20,747 |
| Operating lease liabilities - non-current portion | 162,919 | 161,702 |
| Total operating lease liabilities | $183,000 | $182,449 |
| Finance leases | ||
| Property plant and equipment, gross | $225 | $217 |
| Accumulated depreciation | (225) | (175) |
| Property plant and equipment, net | $— | $42 |
| Other current liabilities | — | 43 |
| Other long-term liabilities | — | — |
| Total finance lease liabilities | $— | $43 |
| Other information | ||
| Weighted-average remaining lease term - finance leases | - | 1 |
| Weighted-average remaining lease term - operating leases | 10 | 11 |
| Weighted-average discount rate - finance leases | Nil | 7.07% |
| Weighted-average discount rate - operating leases | 5.04% | 4.86% |
The Maturities of our leases were as follows:
| (Dollars in thousands) | Operating leases | Finance leases |
|---|---|---|
| 2026 | $29,197 | $— |
| 2027 | 26,662 | — |
| 2028 | 25,293 | — |
| 2029 | 23,851 | — |
| 2030 | 21,653 | — |
| Thereafter | 111,402 | — |
| Total lease payments | $238,058 | $— |
| Less imputed interest | (55,058) | — |
| Total | $183,000 | $— |
As of December 31, 2025, we have no commitments for leases that are yet to commence.
As Lessor
Lease income relating to operating lease payments was as follows:
| December 31, | ||
|---|---|---|
| (Dollars in thousands) | 2025 | 2024 |
| Components of lease income | ||
| Lease payments | $10,194 | $10,919 |
| Variable lease payments | 524 | 742 |
| Total lease income | $10,718 | $11,661 |
The Maturity of our leases were as follows:
| (Dollars in thousands) | Operating leases |
|---|---|
| 2026 | $10,037 |
| 2027 | 9,745 |
| 2028 | 9,683 |
| 2029 | 9,104 |
| 2030 | 8,226 |
| Thereafter | 23,656 |
| Total | $70,451 |
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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:
| December 31, | |||
|---|---|---|---|
| (Dollars in thousands) | Interest | 2025 | 2024 |
| Mt. Gravatt | 33.3% | $3,270 | $3,138 |
| Rialto Cinemas | 50.0% | (6) | — |
| Total Joint Ventures | $3,264 | $3,138 | |
Our recorded share of equity earnings (losses) from our investments in unconsolidated joint ventures are as follows:
| (Dollars in thousands) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Mt. Gravatt | $621 | $479 | $526 |
| Rialto Cinemas | (61) | (866) | (70) |
| Total equity earnings | $560 | $(387) | $456 |
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. As we are responsible for our share of the losses in this equity, we continue to record our share of its net income/(loss).
NOTE 10 – GOODWILL AND INTANGIBLE ASSETS
The table below summarizes goodwill by business segment:
| (Dollars in thousands) | Cinema | Real Estate | Total |
|---|---|---|---|
| Balance at January 1, 2024 | $20,311 | $5,224 | $25,535 |
| Foreign currency translation adjustment | (1,823) | — | (1,823) |
| Balance at December 31, 2024 | $18,488 | $5,224 | $23,712 |
| Foreign currency translation adjustment | 891 | — | 891 |
| Balance at December 31, 2025 | $19,379 | $5,224 | $24,603 |
Our 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, our 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 2025. The assessment results, as described at Note 2 - Liquidity, indicated that there isno impairment to our goodwill as of December 31, 2025.
The tables below summarize intangible assets other than goodwill:
| (Dollars in thousands) | BeneficialLeases | TradeName | OtherIntangibleAssets | Total |
|---|---|---|---|---|
| Gross carrying amount | $10,458 | $9,024 | $4,303 | $23,785 |
| Less: accumulated amortization | (10,313) | (8,229) | (3,667) | (22,209) |
| Less: impairment charges | — | — | — | — |
| Net intangible assets other than goodwill | $145 | $795 | $636 | $1,576 |
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| (Dollars in thousands) | BeneficialLeases | TradeName | OtherIntangibleAssets | Total |
|---|---|---|---|---|
| Gross carrying amount | $10,458 | $9,024 | $4,349 | $23,831 |
| Less: accumulated amortization | (10,290) | (8,102) | (3,639) | (22,031) |
| Less: impairment charges | — | — | — | — |
| Net intangible assets other than goodwill | $168 | $922 | $710 | $1,800 |
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 $668,000 and $745,000 as of December 31, 2025 and 2024).
For the years ended December 31, 2025, 2024, and 2023, our amortization expense was $140,000, $247,000, and $297,000, respectively.
As of December 31, 2025, the estimated amortization expense for our amortizable intangibles, in the five succeeding years and thereafter is as follows:
| (Dollars in thousands) | EstimatedFutureAmortizationExpense |
|---|---|
| 2026 | $127 |
| 2027 | 116 |
| 2028 | 106 |
| 2029 | 96 |
| 2030 | 96 |
| Thereafter | 367 |
| Total future amortization expense | $908 |
NOTE 11 – PREPAID AND OTHER ASSETS
Prepaid and other assets are summarized as follows:
| December 31, | ||
|---|---|---|
| (Dollars in thousands) | 2025 | 2024 |
| Prepaid and other current assets | ||
| Prepaid expenses | $1,137 | $1,473 |
| Prepaid taxes | 762 | 853 |
| Prepaid rent | — | 14 |
| Deposits | 368 | 314 |
| Investments in marketable securities | 14 | 14 |
| Total prepaid and other current assets | $2,281 | $2,668 |
| Other non-current assets | ||
| Other non-cinema and non-rental real estate assets | $674 | $674 |
| Investment in Reading International Trust I | 838 | 838 |
| Straight-line rent asset | 11,499 | 7,279 |
| Long-term deposits | 8 | 8 |
| Other | 399 | — |
| Total non-current assets | $13,418 | $8,799 |
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NOTE 12 - INCOME TAXES
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes significant tax law changes, including the permanent extension of certain provisions from the Tax Cuts and Jobs Act, modifications to the international tax framework, and the reinstatement of favorable business tax provisions. These include 100% bonus depreciation, immediate expensing of Section 174 domestic research and experimental expenditures, and revised limitations under Section 163(j) on the deductibility of business interest expense. The legislation has multiple effective dates, with certain provisions effective beginning in 2025, and others implemented through 2027. The OBBBA does not have a material effect on the Company's consolidated financial statements for the year ending December 31, 2025.
Income before income taxes includes the following:
| (Dollars in thousands) | 2025 | 2024 | 2023 |
|---|---|---|---|
| United States | $(18,488) | $(30,056) | $(29,986) |
| Foreign | 4,129 | (4,974) | (1,065) |
| Income (loss) before income taxes and equity earnings of unconsolidated joint ventures | $(14,359) | $(35,030) | $(31,051) |
| Equity earnings of unconsolidated joint ventures: | |||
| United States | — | — | — |
| Foreign | 560 | (387) | 456 |
| Income (loss) before income taxes | $(13,799) | $(35,417) | $(30,595) |
Significant components of the provision for income taxes are as follows:
| (Dollars in thousands) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Current income tax expense (benefit) | |||
| Federal | $— | $— | $(800) |
| State | 40 | 42 | 49 |
| Foreign | 2,396 | 1,441 | 927 |
| Total | 2,436 | 1,483 | 176 |
| Deferred income tax expense (benefit) | |||
| Federal | 2 | 2 | 2 |
| State | — | — | (2) |
| Foreign | (1,585) | (1,004) | 414 |
| Total | (1,583) | (1,002) | 414 |
| Total income tax expense (benefit) | $853 | $481 | $590 |
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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:
| December 31, | ||
|---|---|---|
| (Dollars in thousands) | 2025 | 2024 |
| Deferred Tax Assets: | ||
| Net operating loss carry-forwards | $39,979 | $37,162 |
| Foreign Tax Credit | 3,743 | 3,743 |
| Compensation and employee benefits | 2,906 | 3,210 |
| Deferred revenue | 3,099 | 2,863 |
| Accrued expenses | 32,442 | 22,926 |
| Lease obligations | 36,245 | 39,477 |
| Land and property | 1,168 | 3,450 |
| Other | 167 | 51 |
| Total Deferred Tax Assets | 119,749 | 112,882 |
| Deferred Tax Liabilities: | ||
| Lease liabilities | (46,074) | (44,363) |
| Accrued taxes | (613) | (588) |
| Intangibles | (324) | (450) |
| Other | — | — |
| Total Deferred Tax Liabilities | (47,011) | (45,401) |
| Net deferred tax assets before valuation allowance | 72,738 | 67,481 |
| Valuation allowance | (70,119) | (66,528) |
| Net deferred tax asset | $2,619 | $953 |
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, 2025, based on all available evidence, we believe the U.S., state, and New Zealand 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 $70.1 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.
As of December 31, 2025, we had the following carry-forwards:
approximately $105.4 million in Federal loss carry-forwards with no expiration date;
approximately $77.3 million in California loss carry-forwards expiring in 2045;
approximately $42.8 million in Hawaii loss carry-forwards expiring in 2045;
approximately $4.7 million in New Jersey state loss carry-forwards expiring in 2045;
approximately $57.1 million in New York state loss carry-forwards expiring in 2045;
approximately $48.8 million in New York city loss carry-forwards expiring in 2045; and,
We expect no substantial limitations on the future use of U.S. loss carry-forwards.
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We adopted ASU 2023-09 Income Taxes (Topic 740): Improvements To Income Tax Disclosures on a prospective basis beginning with the year ended December 31, 2025. The following table presents required disclosure pursuant to ASU 2023-09 and reconciles the U.S. federal statutory tax amount and rate to our actual global effective amount and rate for the year ended December 31, 2025:
| (Dollars in thousands) | 2025 | % of pre-tax income |
|---|---|---|
| U.S. Federal Statutory Tax Rate | $(2,898) | $21.0% |
| State and Local Income Taxes, Net of Federal Income Tax Effect | ||
| Foreign Tax Effects | 33 | (0.2)% |
| Australia | ||
| Statutory tax rate difference between Australia and United States | 146 | (1.1)% |
| New Zealand | ||
| Statutory tax rate difference between New Zealand and United States | 215 | (1.6)% |
| Change in Valuation Allowance | (1,050) | 7.6% |
| Effect of Changes in Tax Laws or Rates Enacted in the Current Period | — | — |
| Effect of Cross-Border Tax Laws | — | — |
| Tax Credits | — | — |
| Change in Valuation Allowance | 3,449 | (25.0)% |
| Nontaxable or Nondeductible Items | 546 | (4.0)% |
| Change in Unrecognized Tax Benefits | 252 | (1.8)% |
| Other Adjustments | 160 | (1.2)% |
| Total income tax expense (benefit) | $853 | $(6.2)% |
The following table presents the require disclosure prior to our adoption of ASU 2023-09 and reconciles the U.S. federal statutory income tax rate to the actual global effective income tax rate for the years ended December 31, 2024 and December 31, 2023:
| (Dollars in thousands) | 2024 | 2023 |
|---|---|---|
| Expected tax provision (benefit) | $(7,276) | $(6,425) |
| Foreign tax rate differential | (399) | 30 |
| Change in valuation allowance | 6,572 | 6,781 |
| State and local tax provision | 42 | 48 |
| Unrecognized tax benefits | 308 | (398) |
| Subpart F | 1,049 | — |
| Other | 185 | 554 |
| Total income tax expense (benefit) | $481 | $590 |
The undistributed earnings of the Company's Australian and New Zealand subsidiaries are not indefinitely reinvested. Due to the enactment of the Tax Cuts and Jobs Act of 2017, 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, 2025, 2024, and 2023:
| (Dollars in thousands) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Unrecognized tax benefits – gross beginning balance | $11,114 | $11,114 | $11,454 |
| Gross increase (decrease) - prior year tax positions | — | — | (340) |
| Gross increase (decrease) - current year tax positions | — | — | — |
| Settlements | — | — | — |
| Unrecognized tax benefits – gross ending balance | $11,114 | $11,114 | $11,114 |
As of December 31, 2025 and 2024, 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, 2025, we recorded an increase to tax interest of $245,000, resulting in a total $1.0 million in interest. 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.
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 2025, revaluation of current uncertain tax positions, and expiring statutes of limitations.
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As of December 31, 2025, federal income tax returns for 2022 and after are open for examination. California worldwide unitary income tax returns for 2021 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 2021 and after are open for examination. Generally, New Zealand returns for calendar years 2020 and after remain open for examination.
We adopted ASU 2023-09 on a prospective basis for the year ended December 31, 2025 and have included the following table as a result of our adoption, which presents income taxes paid (net of refunds received) for the year ended December 31, 2025:
| (Dollars in thousands) | 2025 |
|---|---|
| Federal taxes | $— |
| State taxes | 29 |
| Foreign taxes: | |
| Australia | 2,446 |
| New Zealand | 77 |
| Total cash taxes paid | $2,552 |
NOTE 13 – BORROWINGS
The Company’s borrowings at December 31, 2025 and 2024, net of deferred financing costs and incorporating the impact of interest rate swaps on our effective interest rates, are summarized below:
| (Dollars in thousands) | Maturity Date | ContractualFacility | Balance,Gross | Balance,Net(1) | StatedInterest Rate | EffectiveInterestRate |
|---|---|---|---|---|---|---|
| Denominated in USD | ||||||
| Trust Preferred Securities (US) | April 30, 2027 | $27,913 | $27,913 | $27,617 | 8.10% | 8.10% |
| Bank of America Credit Facility (US) | September 18, 2026 | 6,200 | 6,200 | 6,200 | 10.75% | 10.75% |
| Cinemas 1, 2, 3 Term Loan (US) | October 1, 2026 | 19,841 | 19,841 | 19,766 | 9.46% | 9.46% |
| Minetta & Orpheum Theatres Loan (US) | June 1, 2026 | 6,829 | 6,829 | 6,819 | 7.00% | 7.00% |
| Union Square Financing (US) (3) | November 6, 2026 | 49,000 | 46,641 | 46,184 | 10.87% | 10.87% |
| Nationwide Theaters Corp. (US) (4) | September 30, 2035 | 13,648 | 13,648 | 7,648 | 4.75% | 12.66% |
| Denominated in foreign currency ("FC") (2) | ||||||
| NAB Corporate Term Loan (AU) | July 31, 2030 | 64,019 | 64,019 | 63,732 | 5.25% | 5.25% |
| $187,450 | $185,091 | $177,966 | ||||
(1)Net of deferred financing costs amounting to $1.1 million and debt discounts (4).
(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, 2025.
(3)This loan has an option to extend for one year, which is within our control and we intend to exercise.
(4)This debt is carried net of debt discounts of $6.0 million.
| (Dollars in thousands) | Maturity Date | ContractualFacility | Balance,Gross | Balance,Net(1) | StatedInterestRate | EffectiveInterestRate |
|---|---|---|---|---|---|---|
| Denominated in USD | ||||||
| Trust Preferred Securities (US) | April 30, 2027 | $27,913 | $27,913 | $27,394 | 8.85% | 8.85% |
| Bank of America Credit Facility (US) | August 18, 2025 | 14,750 | 14,750 | 14,699 | 10.50% | 10.50% |
| Cinemas 1, 2, 3 Term Loan (US) | April 1, 2025 | 20,682 | 20,682 | 20,594 | 9.57% | 9.57% |
| Minetta & Orpheum Theatres Loan (US) | June 1, 2025 | 7,464 | 7,464 | 7,446 | 7.00% | 7.00% |
| Union Square Financing (US) | May 6, 2025 | 55,000 | 47,141 | 47,049 | 11.78% | 11.78% |
| Denominated in foreign currency ("FC") (2) | ||||||
| NAB Corporate Term Loan (AU) | July 31, 2026 | 61,850 | 61,850 | 61,740 | 6.12% | 6.12% |
| NAB Bridge Facility (AU) | April 30, 2025 | 12,370 | 12,370 | 12,361 | 6.16% | 6.16% |
| Westpac Bank Corporate (NZ) | March 31, 2025 | 10,543 | 10,543 | 10,543 | 6.95% | 6.95% |
| Total | $210,572 | $202,713 | $201,826 | |||
(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.
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Our loan arrangements are presented, net of the deferred financing costs, on the face of our consolidated balance sheet as follows:
| (Dollars in thousands) | December 31, | |
|---|---|---|
| Balance Sheet Caption | 2025 | 2024 |
| Debt - current portion | $35,999 | $69,193 |
| Debt - long-term portion | 114,350 | 105,239 |
| Subordinated debt - long-term portion | 27,617 | 27,394 |
| Total borrowings | $177,966 | $201,826 |
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 of three 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 100% of the principal amount without any penalty. The trust is essentially a pass through, and the transaction 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 made 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, 2025, we paid preferred dividends on our outstanding TPS that are included in interest expense to unrelated investors of $2.4 million. We paid $2.6 million in 2024 and paid $2.5 million in 2023. At December 31, 2025 and 2024, we had preferred dividends payable on our TPS of $372,000 and $406,000, respectively. Interest payments for this loan are required every three months.
Bank of America Credit Facility
On March 27, 2024, we amended our $6.7 million Bank of America facility to, among things, (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. Upon the sale of our Wellington Property assets including Courtenay Central, we repaid $6.1 million of this facility on February 5, 2025. Upon the sale of our Cannon Park property, we repaid $1.5 million of this facility.
On April 3, 2025, we further amended the facility to defer certain scheduled pay downs, which were subsequently paid upon the sale of our Cannon Park property. On July 3, 2025, we extended the maturity date to May 18, 2026, and on December 29, 2025, further extended the maturity to September 18, 2026.
Cinemas 1,2,3 Term Loan
Our $20.4 million Cinemas 1,2,3 Term Loan is held by Sutton Hill Properties LLC (“SHP). On February 26, 2025, we exercised the last of our extension options on this loan, extending the maturity to October 1, 2025. The loan is with Valley National Bank, which carries
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Minetta and Orpheum Theatres Loan
Our $7.1 million loan with Santander Bank is secured by our Minetta and Orpheum Theatres. It had previously matured on June 1, 2025, required monthly principal and interest payments with a balloon payment of $7.7 million on maturity, and carried an interest rate of 7.0%. On July 18, 2025, we extended the maturity of this loan to June 1, 2026, with various paydowns throughout the year, and a final repayment upon maturity.
Union Square Financing
Our $49.0 million loan facility, executed in 2021 with Emerald Creek Capital, is secured by our 44 Union Square property and certain limited guarantees. It bears a variable interest rate of term SOFR plus 6.9% and includes provisions for a prepaid interest and property tax reserve fund. On April 23, 2024, we executed the first twelve month extension on this loan, taking the maturity to May 6, 2025.
On May 2, 2025, we extended the maturity date of this loan to November 6, 2026, withone option to extend further to May 6, 2027. The extension provided for principal payments of $500,000 on or before May 21, 2025, and on or before and February 6, 2026. This modification and a subsequent repayment reduced the facility limit from $55.0 million to $49.0 million.
Nationwide Theaters Corp.
As part of the acquisition of Sutton Hill Associates detailed at Note 21 – Related Parties, we assumed $13.6 million of notes payable to Nationwide Theaters Corp. The notes are due in full on September 30, 2035, with interest of 4.75% per annum paid on a quarterly basis. Acquired as part of the Sutton Hill Acquisition, we carry this debt at the calculated fair value of $7.6 million based on an effective interest rate of 12.66%.
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 then had a maturity on July 31, 2026. As part of the amendment, we obtained an additional AU$20.0 million bridge facility (the “Bridge Loan”), which was repaid on May 21, 2025. We were 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. No other changes were made. On April 2, 2025, we executed an amendment that among other things, increased the bank guarantee facility from AU$3.0 million to AU$4.0 million.
Effective June 28, 2024, we entered into an Interest Rate Hedging Agreement with NAB on AU$50.0 million of the Corporate Loan Facility with a termination date of July 31, 2026. The Interest Rate Collar transaction has a floor of 4.18% and a cap of 4.78%.
On November 12, 2025, we extended the maturity of this loan to July 31, 2030.
Debt extinguished during 2025
NAB Bridge Facility
On May 21, 2025, we repaid our AU$20.0 million NAB Bridge Facility.
New Zealand Westpac Bank Corporate Credit Facility
On January 31, 2025, we repaid our Westpac Bank Corporate Credit.
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Aggregate amount of future principal debt payments
As of December 31, 2025, our aggregate amount of future principal debt payments is estimated as follows:
| (Dollars in thousands) | FuturePrincipalDebt Payments |
|---|---|
| 2026 | $83,245 |
| 2027 | 30,847 |
| 2028 | 2,934 |
| 2029 | 2,934 |
| 2030 | 51,485 |
| Thereafter | 13,646 |
| Total future principal debt payments | $185,091 |
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.
NOTE 14 – PENSION AND OTHER LIABILI TIES
Other liabilities including pension are summarized as follows:
| December 31, | ||
|---|---|---|
| (Dollars in thousands) | 2025 | 2024 |
| Current liabilities | ||
| Lease liability(2) | — | 5,900 |
| Accrued pension(1) | 575 | 500 |
| Security deposit payable | 165 | 117 |
| Finance lease liabilities | — | 43 |
| Other | 34 | 33 |
| Other current liabilities | $774 | $6,593 |
| Other liabilities | ||
| Accrued pension(1) | 1,747 | 2,312 |
| Lease make-good provision | 6,284 | 5,908 |
| Deferred rent liability | 3,439 | 3,786 |
| Environmental reserve | 1,656 | 1,656 |
| Other non-current liabilities | $13,126 | $13,662 |
(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 $2.3 million and$2.8 million as of December 31, 2025 and 2024, respectively. The benefits of our pension plans are fully vested andtherefore no service costs were recognized in 2025 and 2024. Our pension plans are unfunded.
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The change in the SERP pension benefit obligation and the funded status are as follows:
| December 31, | ||
|---|---|---|
| (Dollars in thousands) | 2025 | 2024 |
| Benefit obligation at January 1 | $2,812 | $3,330 |
| Service cost | ||
| Interest cost | 193 | 165 |
| Payments made | (683) | (683) |
| Benefit obligation at December 31 | $2,322 | $2,812 |
| Unfunded status at December 31 | $(2,322) | $(2,812) |
Amounts recognized in the balance sheet consists of:
| December 31, | ||
|---|---|---|
| (Dollars in thousands) | 2025 | 2024 |
| Current liabilities | $633 | $547 |
| Other liabilities - Non current | 1,689 | 2,265 |
| Total pension liability | $2,322 | $2,812 |
The components of the net periodic benefit cost and other amounts recognized inother comprehensive income are as follows:
| December 31, | ||
|---|---|---|
| (Dollars in thousands) | 2025 | 2024 |
| Net periodic benefit cost | ||
| Interest cost | $193 | $165 |
| Amortization of prior service costs | — | — |
| Amortization of net actuarial gain | 151 | 172 |
| Net periodic benefit cost | $344 | $337 |
| Items recognized in other comprehensive income | ||
| Net loss | $— | $— |
| Amortization of net loss | (151) | (172) |
| Total recognized in other comprehensive income | $(151) | $(172) |
| Total recognized in net periodic benefit cost and other comprehensive income | $193 | $165 |
Items not yet recognized as a component of net periodic pension cost consist of the following:
| December 31, | ||
|---|---|---|
| (Dollars in thousands) | 2025 | 2024 |
| Unamortized actuarial loss | $1,346 | $1,497 |
| Accumulated other comprehensive income | $1,346 | $1,497 |
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, 2025:
| (Dollars in thousands) | EstimatedFuturePensionPayments |
|---|---|
| 2026 | $633 |
| 2027 | 607 |
| 2028 | 638 |
| 2029 | 444 |
| 2030 | — |
| Thereafter | — |
| Total pension payments | $2,322 |
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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:
| (Dollars in thousands) | As of and forthe year endedDecember 31,2025 | As of and forthe year endedDecember 31,2024 |
|---|---|---|
| Lease make-good provision, at January 1 | $5,908 | $6,050 |
| Liabilities incurred during the year | 32 | 59 |
| Liabilities settled during the year | (213) | (71) |
| Liabilities remeasured during the year | — | — |
| Accretion expense | 282 | 266 |
| Effect of changes in foreign currency | 275 | (396) |
| Lease make-good provision, at December 31 | $6,284 | $5,908 |
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.
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Certain Civil Litigation
Putative Class Action Litigation
The Company is a defendant in two actions asserting putative class action claims under the Video Privacy Protection Act (the “VPPA”): Daniel Valentini and Dallace Butler v. Reading International, Inc (2:24-cv-00255-RFB-MDC (D. Nev.)) (“The Valentini Case”), and Berryman v. Reading International, Inc. (1:24-cv-00750-PAE (S.D.N.Y.)) (“The Berryman Case”). The plaintiffs in these cases allege that the Company is a video tape service provider and knowingly disclosed plaintiff’s movie purchase and video-viewing habits to third parties in violation of the VPPA. Valentini and Butler also allege violation of a parallel state statute (California Code section 1799.3, the “California Statute”). Berryman also asserts claims under a similar statute (New York General Business Law Section 671 et seq(the “NY Statute”) and under the NY Arts and Cultural Affairs Law Section 25.07(4) (the “NY AC Statute”) which regulates the disclosure requirements applicable to ticketing service charges and provides a right to recover “actual damages or fifty dollars per violation, whichever is greater.”
Only limited case law exists as to claims under VPPA, a federal statute enacted in 1988. We have not identified any U.S. case in which an adverse VPPA judgment has been entered against a motion picture exhibition company on facts substantially similar to those alleged it this case. Further, except as discussed below, the precedent that does exist suggests that theatres with websites selling tickets to cinema exhibitions are not video tape service providers under the statute, even if they operate websites to sell tickets.
The Company has filed motions to dismiss the Valentini and the Berryman claims under Federal rule of Procedure 12(b)(6) for failure to state a claim for which relief can be provided. The Valentini motion is on hold, pending the outcome of an appeal to the Ninth Circuit of a trial court decision which the Company believes, if affirmed, will likely result in the dismissal of the Valentini case. In the Berryman Case, the District Court initially denied the Company’s previously filed motion to dismiss at the pleadings stage on the basis that all allegations in the complaint, including allegations as to knowledge, were required to be assumed true.
Following subsequent developments in applicable case law, including decisions by the Second Circuit clarifying the scope of “personally identifiable information” under VPPA, the Company filed a renewed motion to dismiss the VPPA claims and NY Statute claims included in the Berryman Case. By Opinion and Order dated March 12, 2026, the District Court granted the Company’s motion and dismissed the VPPA and NY Statute claims in their entirety, without leave to amend. As a result of the Court’s ruling, no VPPA or NY Statute claims remain pending against the Company in the Berryman action.
Berryman also asserts claims under the NY AC Statute alleging deficiencies in the disclosure provided by our Company with respect to service charges to residents of New York who purchased tickets online to our New York cinemas. These claims were not the subject of the Company’s renewed motion to dismiss and remain pending. The Company believes that its disclosure satisfied the requirements of the NY AC Statute.
The Company believes that it has valid defenses to the Valentini Case VPPA claims.
Wellington Construction Damage Litigation
A subsidiary of the Company is the defendant in litigation in Wellington, New Zealand titled (Body Corporate 78693 v. Courtenay Car Park Limited & Ors CIV-2021-485-612 & CIV-2023-485-67) which involves various claims related to the dropping of a concrete beam onto adjacent property by a construction subcontractor working for the general contractor engaged by such subsidiary to do demolition work on our subsidiary’s property. Trial was completed on July 25, 2025, and in March 2026, the Court has issued its findings that, while our subsidiary would be liable to the plaintiff’s under a theory of strict liability due to the inherently dangerous nature of the construction activity, our subsidiary is entitled to full indemnity from its general contractor under both contractual indemnity and breach of contract theories of recovery. To the extent our general contractor should for any reason fail to make good on its indemnity obligations to us, our subsidiary’s liability is fully covered by insurance. As of the date of this disclosure, we haveno present obligation to settle any amounts in relation to this matter, as the Court has assessed that obligation on other defendants.
Philadelphia Code Violation Litigation
During the third quarter of 2025, the Company was served with a petition styled City of Philadelphia-Plaintiff vs. Reading International, Inc. Control Number 25074006 filed in the Court of Common Pleas under the City’s Code Enforcement Case Program, which among other things, (i) alleges violations of certain sections of the Philadelphia Code on property allegedly owned or under the control of Reading International in Philadelphia; (ii) seeks an order imposing statutory fines and reinspection fees and allowing the Department of Licenses and Inspections to enter the premises identified as 1120 Callowhill Street, Philadelphia Pennsylvania (the “Premises”) to conduct an interior inspection; and (iii) seeks an order compelling the Defendants to correct all alleged violations. The Company believes that it has a variety of defenses to the claims, including defenses based on the fact, among other things, that some of the alleged violations were timely cured, that other allegations were timely appealed at the administrative level and that Reading International Inc. did not own the property in question (such property is owned by a subsidiary). The Company is in discussions with the City and is initiating measures including demolition of a building on the property and taking other actions to correct alleged violations through which we believe a resolution of the dispute will be accomplished. As the case was only recently filed, discovery
-85 - has not yet begun, but based on our conversations with the City and our review of the facts, we do not currently believe that there is a reasonable likelihood that the litigation will result in a material liability to the Company.
NOTE 16 – NON-CONTROLLING INTERESTS
As of December 31, 2025, 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,
The components of non-controlling interest are as follows:
| December 31, | ||
|---|---|---|
| (Dollars in thousands) | 2025 | 2024 |
| Australian Country Cinemas, Pty Ltd | $143 | $128 |
| Shadow View Land and Farming, LLC | (2) | (2) |
| Sutton Hill Properties, LLC | — | (552) |
| Non-controlling interests in consolidated subsidiaries | $141 | $(426) |
The components of income/(loss) attributable to non-controlling interests are as follows:
| (Dollars in thousands) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Australian Country Cinemas, Pty Ltd | $62 | $61 | $51 |
| Shadow View Land and Farming, LLC | — | — | 1 |
| Sutton Hill Properties, LLC | (574) | (658) | (564) |
| Net income (loss) attributable to non-controlling interests in consolidated subsidiaries | $(512) | $(597) | $(512) |
Sutton Hill Properties, LLC
In December 2025, we acquired the 25% interest in Sutton Hill Properties that we did not already own via the acquisition of Sutton Hill Associates. See Note 21 – Related Parties.
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.
NOTE 17 – SHARE-BASED COMPENSATION AND SHARE REPURCHASE PLANS
2020 Stock Incentive Plan
On December 5, 2024, the Company’s stockholders, upon recommendation of the Company’s board of directors, approved the Second Amendment to the 2020 Stock Incentive Plan, increasing the number of Class A Common Stock reserved for issuance under the 2020 Plan by an additional 3,500,000 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, 2025, there were 870,833 shares of Class A Common Stock available for issuance under the 2020 Plan.
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, although the Company’s Compensation and Stock Options Committee (the “Compensation Committee”) may set different vesting times. 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 may issue treasury shares or make a new issuance of shares to the option or RSU holder.
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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 308,823 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 2025 for their services for their 2026 term. No other stock options were granted in 2025 to directors. On June 11, 2025, we issued options to purchase 2,087,885 shares of Class A Common Stock to our senior executives. These options have atwo-year vesting and afive-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 2025 to employees.
The weighted average assumptions used in the option-valuation model for option grants for the years 2025, 2024 and 2023 were as follows:
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Stock option exercise price | $1.41 | $1.49 | $1.92 |
| Risk-free interest rate | 3.88% | 4.26% | 4.12% |
| Expected dividend yield | — | — | — |
| Expected option life in years | 5.50 | 5.50 | 5.50 |
| Expected volatility | 50.51% | 55.26% | 53.20% |
| Weighted average fair value | $0.57 | $0.81 | $1.01 |
We recorded stock-based compensation expense of $961,000, $783,000, and $50,000 for 2025, 2024, and 2023, respectively. At December 31, 2025, the total unrecognized estimated compensation cost related to non-vested stock options was $1.0 million which is expected to be recognized over a weighted average vesting period of 8.64 years. No cash was received from option exercises in 2025, 2024 or 2023.
The following is a summary of the status of RDI’s outstanding stock options for the three years ended December 31, 2025:
| Outstanding Stock Options | ||||||
|---|---|---|---|---|---|---|
| Number ofOptions · Weighted AverageExercise Price · Weighted AverageRemaining Years ofContractual Life · AggregateIntrinsicValue | ||||||
| Class A | Class B | Class A | Class B | Class A&B | Class A&B | |
| Outstanding - January 1, 2023 | 327,498 | — | $15.87 | $— | 1.24 | $— |
| Granted | 207,657 | — | 1.92 | — | ||
| Exercised | — | — | — | — | — | |
| Expired | (122,376) | — | — | — | ||
| Outstanding - December 31, 2023 | 412,779 | — | $14.19 | $— | 1.79 | $— |
| Granted | 1,499,755 | — | 1.49 | — | ||
| Exercised | — | — | — | — | — | |
| Expired | (205,122) | — | — | — | ||
| Outstanding - December 31, 2024 | 1,707,412 | — | $1.63 | $— | 9.44 | $— |
| Granted | 2,396,708 | — | 1.41 | — | ||
| Exercised | — | — | — | — | — | |
| Expired | — | — | — | — | ||
| Outstanding - December 31, 2025 | 4,104,120 | — | $1.49 | $— | 6.52 | $— |
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The following is a summary of the status of RDI’s vested and unvested stock options as of December 31, 2025, 2024 and 2023:
| Vested and Unvested Stock Options | ||||||
|---|---|---|---|---|---|---|
| Number ofOptions · Weighted AverageExercise Price · Weighted AverageRemaining Years ofContractual Life · AggregateIntrinsicValue | ||||||
| Class A | Class B | Class A | Class B | Class A&B | Class A&B | |
| Vested | ||||||
| December 31, 2025 | 1,915,069 | — | $1.64 | $— | 8.39 | $— |
| December 31, 2024 | 207,657 | — | 0.48 | — | 8.94 | — |
| December 31, 2023 | 205,122 | — | 15.92 | — | 0.56 | — |
| Unvested | ||||||
| December 31, 2025 | 2,189,051 | — | $1.43 | $— | 6.52 | $— |
| December 31, 2024 | 1,499,755 | — | 1.62 | — | 9.44 | — |
| December 31, 2023 | 207,657 | — | 4.54 | — | 1.79 | — |
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. In 2024 and in the second quarter of 2025, our Compensation Committee, upon the recommendation of our Chief Executive Officer and Board Chair, determined that due to liquidity management concerns, our Company would not pay cash bonuses for which our executive officers and other senior management may have been potentially eligible, and to issue stock options in lieu of such bonuses. Also in 2024 and 2025, our Compensation Committee determined not to issue long term incentive stock options or RSUs.
During the years ended December 31, 2025 and December 31, 2024, we recognized compensation expense related to RSUs of $1.0 million and $1.6 million respectively. The total unrecognized compensation expense related to these unvested RSUs was $1.1 million as of December 31, 2025.
Below is a table that shows the restricted stock units that have been issued and vested during the years ending December 31, 2025 along with the dollar value of these awards. No RSUs have been issued since the end of 2023.
| Number of RSUs · $ value of RSUs | ||||||||
|---|---|---|---|---|---|---|---|---|
| Granted · Vested · Forfeited · Unvested · Granted · Vested · Forfeited · Unvested | ||||||||
| 2016 | 68,153 | 67,372 | 781 | — | $815,160 | $805,759 | $9,400 | $— |
| 2017 | 70,538 | 70,006 | 532 | — | 1,124,348 | 1,115,852 | 8,496 | — |
| 2018 | 97,600 | 94,426 | 3,174 | — | 1,581,512 | 1,529,648 | 51,864 | — |
| 2019 | 59,258 | 56,154 | 3,104 | — | 944,070 | 894,065 | 50,005 | — |
| 2020 | 401,966 | 373,708 | 28,258 | — | 2,281,899 | 2,111,059 | 170,840 | — |
| 2021 | 361,593 | 333,040 | 28,554 | — | 2,185,222 | 2,001,875 | 183,347 | — |
| 2022 | 502,582 | 384,242 | 43,905 | 74,435 | 1,998,505 | 1,505,028 | 183,084 | 310,394 |
| 2023 | 671,682 | 324,802 | 8,464 | 338,416 | 2,173,049 | 1,051,150 | 27,343 | 1,094,556 |
| Total | 2,233,372 | 1,703,750 | 116,772 | 412,851 | $13,103,765 | $11,014,436 | $684,379 | $1,404,950 |
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.
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NOTE 18 – ACCUMULATED OTHER COMPREHENSIVE INCOME
The following table summarizes the changes in each component of accumulated other comprehensive income attributable to RDI:
| (Dollars in thousands) | ForeignCurrencyItems(1) | UnrealizedGain (Losses)on Available-for-SaleInvestments | AccruedPensionServiceCosts(2) | HedgeAccountingReserve(3) | Total |
|---|---|---|---|---|---|
| Balance at January 1, 2025 | $(5,521) | $(18) | $(1,497) | $(137) | $(7,173) |
| Change related to derivatives | |||||
| Total change in hedge fair value recorded in Other Comprehensive Income | — | — | — | 18 | 18 |
| Amounts reclassified from accumulated other comprehensive income | — | — | — | 63 | 63 |
| Net change related to derivatives | — | — | — | 81 | 81 |
| Net current-period other comprehensive income | 2,327 | — | 151 | 81 | 2,559 |
| Balance at December 31, 2025 | $(3,194) | $(18) | $(1,346) | $(56) | $(4,614) |
(1)Net of income tax benefit of $23,000.
(2)Net of income tax expense of $55,000.
(3)Net of income tax expense of $25,000.
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.
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, 2025 and 2024, 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
-89 - in the methodologies used at December 31, 2025 and 2024. Additionally, there wereno transfers of assets and liabilities between Levels 1, 2, or 3 during the three years ended December 31, 2025.
Recurring Fair Value Measurements
As of December 31, 2025 we had derivative instruments to the notional value of $32.2 million, carried and measured at fair value on a recuring basis of ($56,000). As of December 31, 2024, we had derivative instruments to the notional value of $33.0 million, carried and measured at fair value on a recuring basis of ($137,000).
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:
| Carrying · Fair Value Measurements at December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| (Dollars in thousands) | Balance Sheet Location | Value(1) | Level 1 | Level 2 | Level 3 | Total |
| Financial liabilities | ||||||
| Notes payable | Debt - current and long-term portion | $157,178 | $— | $— | $155,727 | $155,727 |
| Subordinated debt | Subordinated debt - current and long-term portion | 27,913 | — | — | 27,886 | 27,886 |
| Total | $185,091 | $— | $— | $183,613 | $183,613 | |
| Carrying · Fair Value Measurements at December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| (Dollars in thousands) | Balance Sheet Location | Value(1) | Level 1 | Level 2 | Level 3 | Total |
| Financial liabilities | ||||||
| Notes payable | Debt - current and long-term portion | $174,800 | $— | $— | $174,994 | $174,994 |
| Subordinated debt | Subordinated debt | 27,913 | — | — | 27,867 | 27,867 |
| Total | $202,713 | $— | $— | $202,861 | $202,861 | |
(1)These balances are presented gross of deferred financing costs.
NOTE 20 – HEDGE ACCOUNTING
As of December 31, 2025 the Company held interest rate derivatives in the total notional amount $32.2 million (AU$50.0 million). As of December 31, 2024, the Company held interest rate derivatives in the total notional amount $33.0 million (AU$50.0 million).
The derivatives are recorded on the balance sheet at fair value and are included in the following line items. We have no derivatives in asset positions:
| Liability Derivatives | ||||
|---|---|---|---|---|
| December 31, | ||||
| 2025 | 2024 | |||
| (Dollars in thousands) | Balance sheet location | Fair value | Balance sheet location | Fair value |
| Interest rate contracts | Derivative financial instruments - current portion | $56 | Derivative financial instruments - current portion | $— |
| Derivative financial instruments - non-current portion | — | Derivative financial instruments - non-current portion | 137 | |
| Total derivatives designated as hedging instruments | $56 | $137 | ||
| Total derivatives | $56 | $137 | ||
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 2025 and 2024, the derivative instruments affected Comprehensive Income as follows:
| (Dollars in thousands) · Location of Loss Recognized in Income on Derivatives · Amount of Loss Recognized in Income on Derivatives | |||
|---|---|---|---|
| 2025 · 2024 | |||
| Interest rate contracts | Interest expense, net | $72 | $— |
| Total | $72 | $— | |
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| Loss Recognized in OCI on Derivatives (Effective Portion) · Loss Reclassified from OCI into Income (Effective Portion) · Loss Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) · Amount · Line Item · Amount · Line Item · Amount | ||||||||
| 2025 · 2024 · 2025 · 2024 · 2025 · 2024 | ||||||||
| Interest rate contracts | $(18) | $137 | Interest expense, net | $(71) | $— | Interest expense, net | $— | $— |
| Total | $(18) | $137 | $(71) | $— | $— | $— | ||
As of December 31, 2025, we expect to release $54,000 to earnings.
NOTE 21 –RELATED PARTIES
The following table identifies our related parties as of December 31, 2025, in accordance with ASC 850, Related Party Transactions:
| Categories | Related Parties | Discussion Notes |
|---|---|---|
| Principal Owners and immediate families | Cotter Family’s Estate and Living Trust (controlling family) Mark Cuban (above 10% voting ownership) | |
| Key Executive Officers and immediate families | Ellen M. Cotter Margaret Cotter Gilbert Avanes S Craig Tompkins Robert F. Smerling Mark Douglas | President and Chief Executive Officer EVP Real Estate Development and Management (NY)EVP Chief Financial Officer and TreasurerEVP General CounselPresident – U.S. CinemasManaging Director, Australia and New Zealand |
| Investments in Joint Ventures accounted for under equity method | Rialto Cinemas Mt. Gravatt | Refer to Note 9 – Investment in Unconsolidated Joint Ventures |
| Other Affiliates | Entities under common control All subsidiaries of RDI | Refer to Exhibit 21 of this 2025 Form 10-K filing for the complete list of subsidiaries. Refer below for further discussions on certain key transactions with related parties, including those with minority interests. |
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Acquisition of Sutton Hill Associates
In 2025, we determined to wind up our long standing master lease agreement with Sutton Hill Capital, LLC (“SHC”) so as to give us (i) complete ownership of our Cinemas, 1,2,3 property and (ii) legal, as opposed to only beneficial, title to the ground lessee’s interest in the land and real property improvements constituting our Village East Property and to refinance certain short term debt with long term debt. Since the inception of the master lease, SHC has been owned by Sutton Hill Associates, a California general partnership, owned in equal parts by a third party and, initially, by James J. Cotter and now by the Cotter Estate (the “SHA General Partners”). On September 30, 2025, we entered into a purchase and sale agreement with SHA and the SHA General Parters to acquire all of the general partnership interests in SHA for $1.00 cash and the guaranty of certain long term third party indebtedness fair valued at $7.6 million. That transaction closed on December 19, 2025. Through our acquisition of SHA, we acquired SHC, and (a) SHC’s 25% interest in Sutton Hill Properties, LLC (“SHP”), the owner of the land and improvements constituting our Cinemas 1,2,3, property and (b) SHC’s ground lessee interest in the land and improvements constituting our Village East Theatre property (the “Village East Ground Lessee Interest”). At the time of the acquisition, we already owned the other 75% interest in SHP and the sub ground lease and personal property elements of our Village East Theatre property and had exercised, but not closed on, our option to acquire for $5.9 million the Village East Ground Lessee Interest. The $5.9 million option purchase price was at that time carried as a short term liability.
We accounted for the transaction as an asset acquisition under ASC 805-50. The identifiable assets acquired and liabilities assumed were recognized based on their fair values. The Company also concluded that SHA is a variable interest entity due to insufficient equity at risk and its reliance on financial support from the Company and the holder of the Nationwide note. Since the Company was, as of the acquisition date, the primary beneficiary of the consolidated subsidiary we therefore consolidated SHA into its financial statements in accordance with ASC 810-10 as of December 19, 2025 and removed the previously existing non-controlling interest. No goodwill was recognized, in accordance with ASC 805.
The assets and liabilities acquired through the SHA acquisition were:
$13.6 million of long term promissory notes (the “Nationwide notes”). These promissory notes mature on September 30, 2035, and require only quarterly interest payments in arrears at 4.75% per annum. Under ASC 810 we recorded these notes at fair value computed by an independent valuer. The valuation provides for a 12.66% interest rate, leading to a fair value of $7.6 million. The valuation takes into consideration the low 4.75% per annum interest rate, and the 10 year maturity profile.
Ground lessee’s interest in the Village East land and improvements. On August 28, 2019 we exercised our option to acquire for $5.9 million the ground lessee’s interest in the Village East Ground Lessee Interest. This cinema is the one remaining cinema that is subject to the master lease entered into with SHC in 2001. As part of the SHA acquisition, the $5.9 million option liability now becomes payable to a member of the Company’s consolidated group, and so eliminates on consolidation, along with the $1.2 million of deferred rent payable under the sub-ground lease.
Acquisition of 25% interest in SHP. Following the SHA acquisition, we own 100% of SHP and, therefore, the interest in the Cinemas 1,2,3 cinema and the Valley National mortgage secured over the property (See Note 13 – Borrowings). We accounted for the change in ownership interest as the difference between the book value of the non-controlling interest in SHP at the time of the acquisition, and the fair value of the acquired 25% interest in SHP.
The transaction was non-cash, as liabilities were assumed in exchange for the relief of other liabilities. As a result of the acquisition we realized a gain of $2.7 million, calculated as:
| (Dollars in thousands) | |
|---|---|
| Fair value of Nationwide notes | $(7,570) |
| Fair value of non-controlling interest acquired | 4,026 |
| Consolidation of option liability owing to SHC | 5,900 |
| Consolidation of rent owing to SHC | 1,180 |
| Book value of minority interest at acquisition | (896) |
| Other immaterial assets acquired | 51 |
| Gain (loss) on noncontrolling interest acquisition | $2,691 |
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.
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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 February 27, 2026, we modified our Bank of America facility to defer current principal repayments. The maturity date and interest rate remain unchanged.
In February 2026, we classified our Cinemas 1,2,3 property as held for sale.
On March 4, 2026, we signed a purchase and sale agreement to monetize our Napier, New Zealand property. The transaction has proceeded to a due diligence period.
On March 30, 2026, in anticipation of the upcoming scheduled NAB debt repayments, NAB has agreed to reduce our minimum liquidity requirement for a limited defined period in 2026.
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Schedule II – Valuation and Qualifying Accou
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.