UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________

FORM 10-Q

(Mark One)


þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~June~~September 30, 2022


¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 1-8625

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READING INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)

Nevada

State or other jurisdiction of incorporation or organization)

95-3885184

(IRS Employer Identification Number)

189 Second Avenue, Suite 2S

New York, New York

(Address of principal executive offices)

10003

(Zip Code)

Registrant’s telephone number, including area code: (213) 235-2240

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Nonvoting Common Stock, $0.01 par value	RDI	NASDAQ
Class B Voting Common Stock, $0.01 par value	RDIB	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ¨ Accelerated Filer ¨ Non-Accelerated Filer þ Smaller Reporting Company þ Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of ~~August~~November 8, 2022, there were 20,363,234 shares of Class A Nonvoting Common Stock, $0.01 par value per share and 1,680,590 shares of Class B Voting Common Stock, $0.01 par value per share outstanding.
‎

READING INTERNATIONAL, INC. AND SUBSIDIARIES

TABLE OF CONTENTS


	Page
PART I - Financial Information	3
Item 1 – Financial Statements	3
Consolidated Balance Sheets (Unaudited)	3
Consolidated Statements of Income (Unaudited)	4
Consolidated Statements of Comprehensive Income (Unaudited)	5
Consolidated Statements of Cash Flows (Unaudited)	6
Notes to Consolidated Financial Statements (Unaudited)	78
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3 – Quantitative and Qualitative Disclosure about Market Risk	4947
Item 4 – Controls and Procedures	5149
PART II – Other Information	5250
Item 1 – Legal Proceedings	5250
Item 1A – Risk Factors	5250
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	5250
Item 3 – Defaults Upon Senior Securities	5250
Item 4 – Mine Safety Disclosure	5250
Item 5 – Other Information	5250
Item 6 – Exhibits	5351
SIGNATURES	5452
Certifications

‎

PART 1 – FINANCIAL INFORMATION

Item 1 - Financial Statements

READING INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands, except share information)



	June 30,		December 31,		September 30,		December 31,
	2022		2021		2022		2021
ASSETS	(unaudited)				(unaudited)
Current Assets:
Cash and cash equivalents	$	49,905	$	83,251	$	39,628	$	83,251
Restricted cash		11,544		5,320		6,222		5,320
Receivables		5,277		5,360		4,601		5,360
Inventories		1,469		1,408		1,355		1,408
Derivative financial instruments - current portion		1,223		96		1,318		96
Prepaid and other current assets		5,012		4,871		5,567		4,871
Total current assets		74,430		100,306		58,691		100,306
Operating property, net		292,374		306,657		281,910		306,657
Operating lease right-of-use assets		208,955		227,367		200,396		227,367
Investment and development property, net		8,692		9,570		7,853		9,570
Investment in unconsolidated joint ventures		4,636		4,993		4,352		4,993
Goodwill		25,532		26,758		24,131		26,758
Intangible assets, net		2,783		3,258		2,548		3,258
Deferred tax asset, net		2,372		2,220		2,316		2,220
Derivative financial instruments - non-current portion		—		112		21		112
Other assets		7,809		6,461		7,500		6,461
Total assets	$	627,583	$	687,702	$	589,718	$	687,702
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities	$	39,936	$	39,678	$	38,497	$	39,678
Film rent payable		6,369		7,053		2,803		7,053
Debt - current portion		60,474		11,349		57,207		11,349
Subordinated debt - current portion		729		711		738		711
Derivative financial instruments - current portion		20		181		—		181
Taxes payable - current		1,759		10,655		2,038		10,655
Deferred revenue		9,390		9,996		7,958		9,996
Operating lease liabilities - current portion		23,897		23,737		22,950		23,737
Other current liabilities		9,268		3,619		6,717		3,619
Total current liabilities		151,842		106,979		138,908		106,979
Debt - long-term portion		138,013		195,198		132,345		195,198
Subordinated debt, net		26,839		26,728		26,894		26,728
Noncurrent tax liabilities		6,863		7,467		6,286		7,467
Operating lease liabilities - non-current portion		205,974		223,364		200,855		223,364
Other liabilities		15,825		22,906		15,196		22,906
Total liabilities	$	545,356	$	582,642	$	520,484	$	582,642
Commitments and contingencies (Note 14)
Stockholders’ equity:
Class A non-voting common shares, par value $0.01, 100,000,000 shares authorized,
33,299,344 issued and 20,363,234 outstanding at June 30, 2022 and
33,299,344 issued and 20,363,234 outstanding at September 30, 2022 and
33,198,500 issued and 20,262,390 outstanding at December 31, 2021		234		233		234		233
Class B voting common shares, par value $0.01, 20,000,000 shares authorized and
1,680,590 issued and outstanding at June 30, 2022 and December 31, 2021		17		17
Nonvoting preferred shares, par value $0.01, 12,000 shares authorized and 0 issued
or outstanding shares at June 30, 2022 and December 31, 2021		—		—
1,680,590 issued and outstanding at September 30, 2022 and December 31, 2021						17		17
Nonvoting preferred shares, par value $0.01, 12,000 shares authorized and no issued
or outstanding shares at September 30, 2022 and December 31, 2021						—		—
Additional paid-in capital		152,778		151,981		153,275		151,981
Retained earnings/(deficits)		(30,422)		(12,632)		(35,599)		(12,632)
Treasury shares		(40,407)		(40,407)		(40,407)		(40,407)
Accumulated other comprehensive income		(812)		4,882		(8,979)		4,882
Total Reading International, Inc. stockholders’ equity		81,388		104,074		68,541		104,074
Noncontrolling interests		839		986		693		986
Total stockholders’ equity		82,227		105,060		69,234		105,060
Total liabilities and stockholders’ equity	$	627,583	$	687,702	$	589,718	$	687,702

See accompanying Notes to the Unaudited Consolidated Financial Statements.

READING INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited; U.S. dollars in thousands, except per share data)



	Quarter Ended				Six Months Ended				Quarter Ended				Nine Months Ended
	June 30,				June 30,				September 30,				September 30,
	2022		2021		2022		2021		2022		2021		2022		2021
Revenue
Cinema	$	61,770	$	32,715	$	99,117	$	50,829	$	48,359	$	28,751	$	147,476	$	79,580
Real estate		2,741		3,318		5,595		6,510		2,837		3,052		8,432		9,562
Total revenue		64,511		36,033		104,712		57,339		51,196		31,803		155,908		89,142
Costs and expenses
Cinema		(50,769)		(31,366)		(89,271)		(53,248)		(45,308)		(29,237)		(134,579)		(82,485)
Real estate		(2,206)		(2,564)		(4,363)		(5,219)		(2,352)		(2,683)		(6,715)		(7,902)
Depreciation and amortization		(5,247)		(5,801)		(10,771)		(11,451)		(5,010)		(5,560)		(15,781)		(17,011)
Impairment expense		(1,549)		—		(1,549)		—		—		—		(1,549)		—
General and administrative		(6,312)		(8,834)		(12,107)		(13,931)		(5,257)		(5,274)		(17,364)		(19,205)
Total costs and expenses		(66,083)		(48,565)		(118,061)		(83,849)		(57,927)		(42,754)		(175,988)		(126,603)
Operating income (loss)		(1,572)		(12,532)		(13,349)		(26,510)		(6,731)		(10,951)		(20,080)		(37,461)
Interest expense, net		(3,343)		(3,005)		(6,548)		(7,368)		(3,693)		(3,068)		(10,242)		(10,437)
Gain (loss) on sale of assets		—		43,241		—		89,786		(59)		2,559		(59)		92,345
Other income (expense)		3,773		154		2,990		1,795		5,455		440		8,445		2,236
Income (loss) before income tax expense and equity earnings of unconsolidated joint ventures		(1,142)		27,858		(16,907)		57,703		(5,028)		(11,020)		(21,936)		46,683
Equity earnings of unconsolidated joint ventures		237		283		172		233		61		(75)		233		158
Income (loss) before income taxes		(905)		28,141		(16,735)		57,936		(4,967)		(11,095)		(21,703)		46,841
Income tax benefit (expense)		(1,538)		(5,547)		(1,160)		(13,275)		(332)		895		(1,492)		(12,380)
Net income (loss)	$	(2,443)	$	22,594	$	(17,895)	$	44,661	$	(5,299)	$	(10,200)	$	(23,195)	$	34,461
Less: net income (loss) attributable to noncontrolling interests		(7)		(108)		(105)		2,994		(122)		(105)		(228)		2,889
Net income (loss) attributable to Reading International, Inc.	$	(2,436)	$	22,702	$	(17,790)	$	41,667	$	(5,177)	$	(10,095)	$	(22,967)	$	31,572
Basic earnings (loss) per share	$	(0.11)	$	1.04	$	(0.81)	$	1.91	$	(0.23)	$	(0.46)	$	(1.04)	$	1.45
Diluted earnings (loss) per share	$	(0.11)	$	1.01	$	(0.81)	$	1.86	$	(0.23)	$	(0.46)	$	(1.04)	$	1.41
Weighted average number of shares outstanding–basic		22,040,512		21,808,556		21,995,186		21,784,700		22,043,823		21,809,402		22,011,755		21,792,007
Weighted average number of shares outstanding–diluted		22,952,960		22,480,168		22,907,634		22,456,919		22,043,823		21,809,402		22,011,755		22,462,657

See accompanying Notes to the Unaudited Consolidated Financial Statements.

READING INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited; U.S. dollars in thousands)



	Quarter Ended				Six Months Ended				Quarter Ended				Nine Months Ended
	June 30,				June 30,				September 30,				September 30,
	2022		2021		2022		2021		2022		2021		2022		2021
Net income (loss)	$	(2,443)	$	22,594	$	(17,895)	$	44,661	$	(5,299)	$	(10,200)	$	(23,195)	$	34,461
Foreign currency translation gain (loss)		(9,668)		(1,698)		(6,989)		(4,356)		(8,279)		(4,138)		(15,268)		(8,494)
Gain (loss) on cash flow hedges		395		55		1,194		116		60		57		1,253		173
Other		54		51		101		103		49		52		154		155
Comprehensive income (loss)		(11,662)		21,002		(23,589)		40,524		(13,469)		(14,229)		(37,057)		26,295
Less: net income (loss) attributable to noncontrolling interests		(7)		(108)		(105)		2,994		(122)		(105)		(228)		2,889
Less: comprehensive income (loss) attributable to noncontrolling interests		1		—		1		—		(3)		—		(1)		—
Comprehensive income (loss)	$	(11,656)		21,110	$	(23,485)	$	37,530	$	(13,344)		(14,124)	$	(36,828)	$	23,406

See accompanying Notes to the Unaudited Consolidated Financial Statements.

‎

READING INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; U.S. dollars in thousands)



	Six Months Ended				Nine Months Ended
	June 30,				September 30,
	2022		2021		2022		2021
Operating Activities
Net income (loss)	$	(17,895)	$	44,661	$	(23,195)	$	34,461
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity earnings of unconsolidated joint ventures		(172)		(233)		(233)		(158)
Distributions of earnings from unconsolidated joint ventures		288		—		283		—
Gain (loss) recognized on foreign currency transactions		(2,312)		(1,809)
(Gain) loss recognized on foreign currency transactions						(5,952)		(1,915)
Loss provision on impairment of asset		1,549		—		1,549		—
(Gain) Loss on sale of assets		—		(89,786)		59		(92,345)
Amortization of operating leases		11,713		11,453		17,342		17,473
Amortization of finance leases		23		25		30		37
Change in operating lease liabilities		(11,688)		(10,931)		(17,560)		(16,305)
Purchase of derivative instruments						(86)		—
Change in net deferred tax assets		(270)		(79)		(370)		(1,570)
Depreciation and amortization		10,771		11,451		15,781		17,011
Other amortization		767		600		1,225		965
Stock based compensation expense		882		915		1,379		1,521
Net changes in operating assets and liabilities:
Receivables		(77)		(145)		2,536		52
Prepaid and other assets		(1,131)		(2,017)		(1,768)		2,272
Payments for accrued pension		(342)		(342)		(513)		(513)
Accounts payable and accrued expenses		464		15,802		(2,333)		8,395
Film rent payable		(485)		502		(4,014)		(710)
Taxes payable		(8,741)		20,884		(8,131)		20,507
Deferred revenue and other liabilities		(901)		(6,929)		(2,143)		(6,938)
Net cash provided by (used in) operating activities		(17,557)		(5,978)		(26,114)		(17,760)
Investing Activities
Purchases of and additions to operating and investment properties		(3,661)		(4,460)		(6,387)		(11,511)
Contributions to unconsolidated joint ventures		(33)		—		(32)		—
Proceeds from sale of assets		—		141,363		—		145,165
Net cash provided by (used in) investing activities		(3,694)		136,903		(6,419)		133,654
Financing Activities
Repayment of borrowings		(3,889)		(75,257)		(7,535)		(79,357)
Repayment of finance lease principal		(24)		(25)		(32)		(37)
Proceeds from borrowings		—		45,337		—		45,337
Capitalized borrowing costs		(214)		(1,481)		(236)		(1,481)
(Cash paid) proceeds from the settlement of employee share transactions		(83)		(113)		(83)		(116)
Noncontrolling interest contributions		4		—		4		—
Noncontrolling interest distributions		(43)		(5,300)		(64)		(5,300)
Net cash provided by (used in) financing activities		(4,249)		(36,839)		(7,946)		(40,954)
Effect of exchange rate on cash and restricted cash		(1,622)		(2,456)		(2,242)		(4,732)
Net increase (decrease) in cash and cash equivalents and restricted cash		(27,122)		91,630		(42,721)		70,208
Cash and cash equivalents and restricted cash at the beginning of the year		88,571		26,834		88,571		26,834
Cash and cash equivalents and restricted cash at the end of the year	$	61,449	$	118,464	$	45,850	$	97,042

Cash and cash equivalents and restricted cash consists of:
Cash and cash equivalents	$	49,905	$	111,752	$	39,628	$	90,887
Restricted cash		11,544		6,712		6,222		6,155
	$	61,449	$	118,464	$	45,850	$	97,042



Supplemental Disclosures
Interest paid	$	5,526	$	5,181	$	9,082	$	9,677
Income taxes (refunded) paid		9,637		(3,526)		9,636		(6,265)
Non-Cash Transactions
Additions to operating and investing properties through accrued expenses		2,727		8,065		2,961		1,889

See accompanying Notes to the Unaudited Consolidated Financial Statements.

READING INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1 – Description of Business and Segment Reporting

Our 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, owned and operated through our various subsidiaries, 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.

Business Segments

Reported below are the operating segments of our Company for which separate financial information is available and evaluated regularly by the Chief Executive Officer, the chief operating decision-maker of our Company. As part of our real estate activities, we have historically held undeveloped land in urban and suburban centers in the United States, Australia, and New Zealand. However, in 2021, we monetized certain raw landholdings and other real estate assets as detailed at Note 6 – Property and Equipment.

The table below summarizes the results of operations for each of our business segments for the quarter and ~~six~~nine months ended ~~June~~September 30, 2022, and 2021, respectively. Operating expense includes costs associated with the day-to-day operations of the cinemas and the management of rental properties, including our live theatre assets.



	Quarter Ended				Six Months Ended				Quarter Ended				Nine Months Ended
	June 30,				June 30,				September 30,				September 30,
(Dollars in thousands)	2022		2021		2022		2021		2022		2021		2022		2021
Revenue:
Cinema exhibition	$	61,770	$	32,715	$	99,117	$	50,829	$	48,359	$	28,751	$	147,476	$	79,580
Real estate		4,032		3,448		8,195		6,771		4,070		3,177		12,265		9,948
Inter-segment elimination		(1,291)		(130)		(2,600)		(261)		(1,232)		(125)		(3,833)		(386)
	$	64,511	$	36,033	$	104,712	$	57,339	$	51,197	$	31,803	$	155,908	$	89,142
Segment operating income (loss):
Cinema exhibition	$	3,452	$	(7,345)	$	(3,765)	$	(15,621)	$	(2,137)	$	(5,057)	$	(5,902)	$	(20,680)
Real estate		(88)		(1,054)		21		(2,423)		(145)		(1,485)		(125)		(3,907)
	$	3,364	$	(8,399)	$	(3,744)	$	(18,044)	$	(2,282)	$	(6,542)	$	(6,027)	$	(24,587)

A reconciliation of segment operating income to income before income taxes is as follows:



	Quarter Ended				Six Months Ended				Quarter Ended				Nine Months Ended
	June 30,				June 30,				September 30,				September 30,
(Dollars in thousands)	2022		2021		2022		2021		2022		2021		2022		2021
Segment operating income (loss)	$	3,364	$	(8,399)	$	(3,744)	$	(18,044)	$	(2,282)	$	(6,542)	$	(6,027)	$	(24,587)
Unallocated corporate expense
Depreciation and amortization expense		(268)		(387)		(546)		(618)		(258)		(300)		(804)		(917)
General and administrative expense		(4,668)		(3,746)		(9,059)		(7,848)		(4,190)		(4,109)		(13,249)		(11,957)
Interest expense, net		(3,343)		(3,005)		(6,548)		(7,368)		(3,694)		(3,068)		(10,242)		(10,437)
Equity earnings of unconsolidated joint ventures		237		283		172		233		61		(75)		233		158
Gain (loss) on sale of assets		—		43,241		—		89,786		(59)		2,559		(59)		92,345
Other income (expense)		3,773		154		2,990		1,795		5,455		440		8,445		2,236
Income (loss) before income tax expense	$	(905)	$	28,141	$	(16,735)	$	57,936	$	(4,967)	$	(11,095)	$	(21,703)	$	46,841

‎

Note 2 – Summary of Significant Accounting Policies

Basis of Consolidation

The accompanying consolidated financial statements include the accounts of our Company’s wholly-owned subsidiaries as well as majority-owned subsidiaries that our Company controls, and should be read in conjunction with our Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2021 (“2021 Form 10-K”). All significant intercompany balances and transactions have been eliminated on consolidation. These consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim reporting with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (“SEC”). As such, they do not include all information and footnotes required by U.S. GAAP for complete financial statements. We believe that we have included all normal and recurring adjustments necessary for a fair presentation of the results for the interim period.

Operating results for the quarter and ~~six~~nine months ended ~~June~~September 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

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. Significant estimates include (i) projections we make regarding the recoverability and impairment of our assets (including goodwill and intangibles), (ii) valuations of our derivative instruments, (iii) recoverability of our deferred tax assets, (iv) estimation of breakage and redemption experience rates, which drive how we recognize breakage on our gift card and gift certificates, and revenue from our customer loyalty program, ~~(v) allocation of insurance proceeds to various recoverable components,~~ and ~~(vi)~~(v) estimation of our Incremental Borrowing Rate (“IBR”) as relates to the valuation of our right-of-use assets and lease liabilities. Actual results may differ from those estimates.

New Accounting Standards and Accounting Changes

1)On December 15, 2021, we early adopted ASU 2021-10, Government Assistance: Disclosures by Business Entities about Government Assistance (Topic 832). This ASU applies to transactions with a government that are accounted for by analogizing to accounting standards such as International Accounting Standard 20 - Accounting for Government Grants and Disclosure of Government Assistance (“IAS 20”), which we adopted in the second quarter of 2020 in order to account for the receipt of certain government grants in Australia and New Zealand. The early adoption of the ASU has no material effect on our consolidated financial statements.

Note 3 – Impact of COVID-19 Pandemic and Liquidity

Continuing Operational Impact

The novel coronavirus, COVID-19, has progressed through several variants since its emergence in 2019. The current variant affecting the jurisdictions in which we do business is the Omicron ~~variant.~~variant, and as at the date of this report, a new subvariant of Omicron is emerging. Due to the Omicron variant appearing to be less severe than prior variants, and with vaccination programs ~~having~~substantially advanced, federal, state and local governments throughout the United States, Australia, New Zealand have largely lifted restrictions and returned to pre-COVID activities. There can be no assurances, however, that there will be no further variants of COVID-19 which could reverse the current trend.

Liquidity Impact

While substantially all our cinemas are open, COVID-19 and its legacy impacts continue to adversely impact cinema operations. Patrons are not yet returning to the cinemas at pre-pandemic levels. This may be due to a variety of factors includingWe believe that reticence to engage in outside the home activities, caused by the risk of contracting COVID-19, is abating. Top Gun: Maverick’s performance in the second quarter of 2022 demonstrated that ~~involve a material number of individuals in an enclosed venue,~~patrons are willing to return to the movie theaters, if there is quality film product on offer. A lack of ~~compelling~~consistent, good quality film product ~~competition from alternative forms~~is now the key cause of ~~“in the home” entertainment, the impact of inflation on both disposable income and operating costs. Consequently,~~ our Company’s revenues and earnings for the quarter ended ~~June~~September 30, 2022 ~~are~~being lower than those of ~~pre-COVID-19 operations. Such effects will likely continue,~~pre-COVID-19. In addition to ~~varying degrees at least for the near term. Higher~~movie product, further pressures, including higher film rents and competition from streaming simply may be part of the competitive landscape going forward and will become, for us and our competitors, simply a cost of doing business and it may be that it will take a while for the public generally to feel comfortable in a cinema environment. While our revenues and earnings as compared to the quarter ended June 30, 2021, have increased as all of our cinemas closed by COVID have remained open for the entire quarter, and as virtually all of our third-party tenants are now open for business on a full rent paying basis,business. For these reasons, we cannot provide any assurances as to the nature or pace of a return of our cinema operations to prior operating levels.

Going Concern

We continue to evaluate the going concern assertion required by ASC 205-40 Going Concern as it relates to our Company. Management’s evaluation is informed by current liquidity positions, cashflow estimates, known capital and other expenditure requirements and commitments and management’s current business plan and strategies. Our forecasts and cash flow estimates are based on the current expectation that the global cinema industry will continue to recover in 2022 and 2023. Forecasts are by their nature inherently uncertain, and the effects of COVID-19 and its aftermath continue to cause greater forecasting difficulties than would otherwise exist in more stable economic times. While we are seeing substantial evidence of recovery, our forecasts regarding the cinema portion of our business rely upon the ability and desire of moviegoers to return to the movie theatres. Many factors influencing this are outside of management’s control, but are, nevertheless, material, individually and in the aggregate, to the realization of management’s forecasts and expectations. Regardless, we believe that our current financial position, forecasts and cash flow estimates based on our current expectations of industry performance and recovery, mean that our Company has sufficient resources to meet its obligations as they become due within one year after the issuance of this Report.

Impairment Considerations

Our Company considers that the events and factors described above constitute impairment indicators under ASC 360 Property, Plant and Equipment. At December 31, 2021, 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. No impairment charges were recorded for the year ending December 31, 2021. For the quarter and six months ended June 30, 2022, while our financial performance ~~has been improving,~~improved, certain sites ~~have~~had not improved commensurate with the wider group performance, and as such ~~are~~were no longer expected to be able to recover their asset group values. As a result, we ~~have~~ reassessed these sites under our impairment testing methodology and determined that a $1.5 million impairment charge against these sites was necessary. No further impairment charges were deemed necessary for the quarter September 30, 2022. Actual performance against our forecasts is dependent on several variables and conditions, many of which are subject to the uncertainties associated with COVID-19 and as a result, actual results may materially differ from management’s estimates.

Our Company also considers that the events and factors described above constitute impairment indicators under ASC 350 Intangibles – Goodwill and Other. Our Company performed a quantitative goodwill impairment test and determined that its goodwill was not impaired as of December 31, 2021. 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 in response to COVID-19 and the developing market conditions. Given the improvements in trading conditions during 2021 and through the ~~six~~nine months of 2022, 0no impairment of goodwill has been recognized for the quarter ended ~~June~~September 30, 2022. The causes of the impairment of certain cinema assets ~~does~~do not materially impact our goodwill assessment. Actual performance against our forecasts is dependent on several variables and conditions, many of which are subject to the uncertainties associated with COVID-19 and as a result, actual results may materially differ from management’s estimates.

Note 4 – Operations in Foreign Currency

We have significant assets in Australia and New Zealand. Historically, we have conducted our Australian and New Zealand operations (collectively “foreign operations”) on a self-funding basis, where we use cash flows generated by our foreign operations to pay for the expenses of those foreign operations. Our Australian and New Zealand assets and liabilities are translated from their functional

currencies of Australian dollar (“AU$”) and New Zealand dollar (“NZ$”), respectively, to the U.S. dollar based on the exchange rate as of ~~June~~September 30, 2022. The carrying value of the assets and liabilities of our foreign operations fluctuates as a result of changes in the exchange rates between the functional currencies of the foreign operations and the U.S. dollar. The translation adjustments are accumulated in the Accumulated Other Comprehensive Income in the Consolidated Balance Sheets.

Due to the natural-hedge nature of our funding policy, we have not historically used derivative financial instruments to hedge against the risk of foreign currency exposure. We take a global view of our financial resources and are flexible in making use of resources from one jurisdiction in other jurisdictions.

Presented in the table below are the currency exchange rates for Australia and New Zealand:



	Foreign Currency / USD					Foreign Currency / USD
	As of and ‎for the ‎quarter ‎ended	As of and ‎for the ‎six months ended	As of and ‎for the ‎twelve months ‎ended	As of and ‎for the ‎quarter ‎ended	As of and ‎for the ‎six months ended	As of and ‎for the ‎quarter ‎ended	As of and for the nine months ended	As of and ‎for the ‎twelve months ‎ended	As of and ‎for the ‎quarter ‎ended	As of and for the nine months ended
	June 30, 2022		December 31, 2021	June 30, 2021		September 30, 2022		December 31, 2021	September 30, 2021
Spot Rate
Australian Dollar	0.6905		0.7260	0.7496		0.6437		0.7260	0.7228
New Zealand Dollar	0.6245		0.6839	0.6978		0.5642		0.6839	0.6899
Average Rate
Australian Dollar	0.7143	0.7192	0.7517	0.7702	0.7716	0.6829	0.7071	0.7517	0.7344	0.7592
New Zealand Dollar	0.6500	0.6631	0.7077	0.7153	0.7173	0.6127	0.6463	0.7077	0.7004	0.7117

Note 5 – Earnings Per Share

Basic earnings per share (“EPS”) is calculated by dividing the net income attributable to our Company by the weighted average number of common shares outstanding during the period. Diluted EPS is calculated by dividing the net income attributable to our Company by the weighted average number of common and common equivalent shares outstanding during the period and is calculated using the treasury stock method for equity-based compensation awards.

The following table sets forth the computation of basic and diluted EPS and a reconciliation of the weighted average number of common and common equivalent shares outstanding:



	Quarter Ended				Six Months Ended				Quarter Ended				Nine Months Ended
	June 30,				June 30,				September 30,				September 30,
(Dollars in thousands, except share data)	2022		2021		2022		2021		2022		2021		2022		2021
Numerator:
Net income (loss) attributable to Reading International, Inc	$	(2,436)		22,702	$	(17,790)	$	41,667
Net income (loss) attributable to Reading International, Inc.									$	(5,177)		(10,095)	$	(22,967)	$	31,572
Denominator:
Weighted average number of common stock – basic		22,040,512		21,808,556		21,995,186		21,784,700		22,043,823		21,809,402		22,011,755		21,792,007
Weighted average dilutive impact of awards		912,448		671,612		912,448		672,219		—		—		—		670,650
Weighted average number of common stock – diluted		22,952,960		22,480,168		22,907,634		22,456,919		22,043,823		21,809,402		22,011,755		22,462,657
Basic earnings (loss) per share	$	(0.11)		1.04	$	(0.81)	$	1.91	$	(0.23)		(0.46)	$	(1.04)	$	1.45
Diluted earnings (loss) per share	$	(0.11)		1.01	$	(0.81)	$	1.86	$	(0.23)		(0.46)	$	(1.04)	$	1.41
Awards excluded from diluted earnings (loss) per share		912,448		492,344		912,448		492,344		911,732		492,344		911,732		517,344

Our weighted average number of common stock - basic increased, primarily as a result of the vesting of restricted stock units. During the first ~~six~~nine months of 2022 and 2021, we did 0tnot repurchase any shares of Class A ~~Common Stock or Class B~~ Common Stock.

Certain shares issuable under stock options and restricted stock units were excluded from the computation of diluted net income (loss) per share in periods when their effect was anti-dilutive; either because our Company incurred a net loss for the period, or the exercise price of the options was greater than the average market price of the common stock during the period, or the effect was anti-dilutive as a result of applying the treasury stock method.

Note 6 – Property and Equipment

Operating Property, net

As of ~~June~~September 30, 2022, and December 31, 2021, property associated with our operating activities is summarized as follows:



	June 30,		December 31,		September 30,		December 31,
(Dollars in thousands)	2022		2021		2022		2021
Land	$	67,624	$	69,459	$	65,400	$	69,459
Building and improvements		213,157		219,580		205,901		219,580
Leasehold improvements		63,382		58,349		62,267		58,349
Fixtures and equipment		193,404		202,837		186,362		202,837
Construction-in-progress		5,209		5,395		6,347		5,395
Total cost		542,776		555,620		526,277		555,620
Less: accumulated depreciation		(250,402)		(248,963)		(244,367)		(248,963)
Operating property, net	$	292,374	$	306,657	$	281,910	$	306,657

Depreciation expense for operating property was ~~$5.3~~$4.9 million and ~~$10.6~~$15.5 million for the quarter and ~~six~~nine months ended ~~June~~September 30, 2022, and ~~$5.9~~$5.1 million and ~~$11.3~~$16.4 million for the quarter and ~~six~~nine months ended ~~June~~September 30, 2021.

Investment and Development Property, net

As of ~~June~~September 30, 2022, and December 31, 2021, our investment and development property is summarized below:



	June 30,		December 31,		September 30,		December 31,
(Dollars in thousands)	2022		2021		2022		2021
Land	$	3,797	$	4,193	$	3,431	$	4,193
Construction-in-progress (including capitalized interest)		4,895		5,377		4,422		5,377
Investment and development property	$	8,692	$	9,570	$	7,853	$	9,570

Construction-in-Progress – Operating and Investing Properties

Construction-in-Progress balances are included in both our operating and development properties. The balances of our major projects along with the movements for the ~~six~~nine months ended ~~June~~September 30, 2022, are shown below:



(Dollars in thousands)	Balance, ‎December 31, ‎2021		Additions during the period		Completed ‎during the ‎period		Foreign ‎currency ‎translation		Balance, June 30, 2022		Balance, ‎December 31, ‎2021		Additions during the period		Completed ‎during the ‎period		Foreign ‎currency ‎translation		Balance, September 30, 2022
Courtenay Central development		6,918		124		—		(605)		6,437		6,918		276		(268)		(1,217)		5,709
Cinema developments and improvements		2,942		1,733		(2,707)		(35)		1,933		2,942		2,807		(2,915)		(145)		2,689
Other real estate projects		912		964		(100)		(42)		1,734		912		1,986		(443)		(84)		2,371
Total	$	10,772	$	2,821	$	(2,807)	$	(682)	$	10,104	$	10,772	$	5,069	$	(3,626)	$	(1,446)	$	10,769

Real Estate Transactions - Sales

Beginning in 2020, we reviewed our various real estate holdings in light of the fact that our cash flow from cinema operations had been adversely affected by the governmentally mandated cinema closings ordered in response to the COVID-19 pandemic. As a result, for the foreseeable future, other sources of cash would be needed to support our operations and only very limited funds would be available for capital investment in our properties. Between the fourth quarter of 2020 and the second quarter of 2021, we classified as assets held for sale disposal groups and thereafter monetized the following real estate assets: The Auburn/Redyard Entertainment Themed Center (“ETC”) and ancillary land, the Royal George Theatre, Coachella (land), and Manukau (land). In addition, in the third quarter of 2021, we monetized our Invercargill, New Zealand, property, comprised of a cinema and ancillary land. A ‘disposal group’ represents assets to be disposed of in a single transaction. A disposal group may represent a single asset, or multiple assets. Each of these transactions is discussed separately below.

Auburn/Redyard, New South Wales

In January 2021, we classified our Auburn/Redyard ETC as held for sale, reflecting the fact that approximately 2.6 acres of this property was non-income producing land. This disposal group, which consists of land, the ETC building and related property, plant and equipment, was transferred to Land and Property Held for Sale at its book value of $30.2 million (AU$39.1 million), being the lower of cost and fair value less costs to sell. ~~NaN~~No adjustments to the book value of the assets contained within this disposal group were required.

The sale of Auburn/Redyard was completed on June 9, 2021, for $69.6 million (AU$90.0 million). As part of the transaction, we entered into a lease with the purchaser for the cinema portion of the Auburn/Redyard site.

The gain on sale of this property is calculated as follows:


	June 30
(Dollars in thousands)	2021
Sales price	$	69,579
Net book value		(30,231)
Gain on sale, gross of direct costs		39,348
Direct sale costs incurred		(622)
Gain on sale, net of direct costs	$	38,726

Manukau, New Zealand

In December 2020, we classified our non-income producing land at Manukau, New Zealand, as held for sale. This disposal group, which consists of land and certain improvements to that land, was transferred to Land Held for Sale at its book value of $13.6 million, being the lower of cost and fair value less costs to sell. ~~NaN~~No adjustments to the book value of this asset were required. The sale of this land was completed on March 4, 2021, for $56.1 million (NZ$77.2 million).

The gain on sale of this property is calculated as follows:


	March 31,
(Dollars in thousands)	2021
Sales price	$	56,058
Net book value		(13,618)
Gain on sale, gross of direct costs		42,440
Direct sale costs incurred		(1,514)
Gain on sale, net of direct costs	$	40,926

Coachella, California

In December 2020, we classified the non-income producing land at Coachella (held through Shadow View Land and Farming LLC) as held for sale. This disposal group, which consists of land and certain improvements to that land, was transferred to Land and Property Held for Sale at its book value of $4.4 million, being the lower of cost and fair value less costs to sell. ~~NaN~~No adjustments to the book value of this asset were required. The sale of this land was completed on March 5, 2021 for $11.0 million. As a 50% member in Shadow View Land and Farming LLC, our Company received the benefit of 50% of the sale proceeds, being $5.3 million. As the other 50% member was related to our controlling stockholder, these actions were approved by our Audit and Conflicts Committee.

The gain on sale of this property, including both our interests and those of the other 50% owner of Shadow View Land and Farming, LLC, is calculated as follows:


	March 31,
(Dollars in thousands)	2021
Sales price	$	11,000
Net book value		(4,351)
Gain on sale, gross of direct costs		6,649
Direct sale costs incurred		(301)
Gain on sale, net of direct costs	$	6,348

Royal George Theatre, Chicago

In February 2021, we classified our Royal George Theatre as held for sale as part of our strategy to monetize certain real estate assets. This disposal group, which consists of the Royal George Theatre building and the associated property, plant and equipment, was transferred to Land and Property Held for Sale at its book value of $1.8 million, being the lower of cost and fair value less costs to sell. ~~NaN~~No adjustments to the book value of the assets contained within this disposal group were required. On June 30, 2021, we received net sale proceeds of $6.8 million (net of closing costs).

The gain on sale of this property is calculated as follows:


	June 30
(Dollars in thousands)	2021
Sales price	$	7,075
Net book value		(1,824)
Gain on sale, gross of direct costs		5,251
Direct sale costs incurred		(295)
Gain on sale, net of direct costs	$	4,956

Invercargill, New Zealand

On August 30, 2021, we sold our cinema building and land in Invercargill for $3.8 million (NZ$5.4 million) to the owner of the adjacent property, which is currently undergoing a major redevelopment. This property, not then classified as held for sale, was monetized in a transaction whereby the purchaser leased back the Reading Cinema to our Company.

The gain on sale on this property is calculated as follows:


	September 30
(Dollars in thousands)	2021
Sales price	$	3,803
Net book value		(1,425)
Gain on sale, gross of direct costs		2,378
Direct sale costs incurred		(6)
Gain on sale, net of direct costs	$	2,372

Real Estate Transactions - Acquisitions

Exercise of Option to Acquire Ground Lessee’s Interest in Ground Lease and Improvements Constituting the Village East Cinema

On August 28, 2019, we exercised our option to acquire the ground lessee’s interest in the then 13-year ground lease underlying and the real property assets constituting our Village East Cinema in Manhattan. The purchase price under the option was $5.9 million. It was initially agreed that the transaction would close on or about May 31, 2021. On March 29, 2021, we extended the closing date to January 1, 2023. On November 4, 2022, we extended the closing date of this transaction to July 1, 2024.

Note 7 – 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 in 2two (2) unconsolidated joint ventures as of ~~June~~September 30, 2022, and December 31, 2021:



		June 30,		December 31,			September 30,		December 31,
(Dollars in thousands)	Interest	2022		2021		Interest	2022		2021
Rialto Cinemas	50.0%	$	914	$	1,017	50.0%	$	810	$	1,017
Mt. Gravatt	33.3%		3,722		3,976	33.3%		3,542		3,976
Total investments		$	4,636	$	4,993		$	4,352	$	4,993

For the quarter and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, the recognized share of equity earnings from our investments in unconsolidated joint ventures are as follows:



	Quarter Ended				Six Months Ended				Quarter Ended				Nine Months Ended
	June 30,				June 30,				September 30,				September 30,
(Dollars in thousands)	2022		2021		2022		2021		2022		2021		2022		2021
Rialto Cinemas	$	33	$	102	$	(52)	$	52	$	(15)	$	(49)	$	(68)	$	2
Mt. Gravatt		204		181		224		181		76		(26)		301		156
Total equity earnings	$	237	$	283	$	172	$	233	$	61	$	(75)	$	233	$	158

Note 8 – Goodwill and Intangible Assets

The table below summarizes goodwill by business segment as of ~~June~~September 30, 2022, and December 31, 2021.



(Dollars in thousands)	Cinema		Real Estate		Total		Cinema		Real Estate		Total
Balance at December 31, 2021	$	21,534	$	5,224	$	26,758	$	21,534	$	5,224	$	26,758
Foreign currency translation adjustment		(1,226)		—		(1,226)		(2,627)		—		(2,627)
Balance at June 30, 2022	$	20,308	$	5,224	$	25,532
Balance at September 30, 2022							$	18,907	$	5,224	$	24,131

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. Our next annual evaluation of goodwill and other intangible assets is scheduled during the fourth quarter of 2022. 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. As of ~~June~~September 30, 2022, we were not aware that any events indicating potential impairment of goodwill had occurred outside of those described at Note 3 – Impact of COVID-19 Pandemic and Liquidity.

The tables below summarize intangible assets other than goodwill, as of ~~June~~September 30, 2022, and December 31, 2021, respectively.



	As of June 30, 2022								As of September 30, 2022
(Dollars in thousands)	Beneficial ‎Leases		Trade ‎Name		Other ‎Intangible ‎Assets		Total		Beneficial ‎Leases		Trade ‎Name		Other ‎Intangible ‎Assets		Total
Gross carrying amount	$	12,243	$	9,059	$	4,927	$	26,229	$	12,122	$	9,059	$	4,838	$	26,019
Less: Accumulated amortization		(11,945)		(7,751)		(3,710)		(23,406)		(11,852)		(7,795)		(3,784)		(23,431)
Less: Impairments		—		—		(40)		(40)		—		—		(40)		(40)
Net intangible assets other than goodwill	$	298	$	1,308	$	1,177	$	2,783	$	270	$	1,264	$	1,014	$	2,548

As of December 31, 2021
(Dollars in thousands)
Beneficial
‎Leases
Trade
‎Name
Other
‎Intangible
‎Assets
Total
Gross carrying amount
$
12,335
$
9,058
$
4,996
$
26,389
Less: Accumulated amortization
(12,002)
(7,660)
(3,452)
(23,114)
Less: Impairments
—
—
(17)
(17)
Net intangible assets other than goodwill
$
333
$
1,398
$
1,527
$
3,258



	As of December 31, 2021
(Dollars in thousands)	Beneficial ‎Leases		Trade ‎Name		Other ‎Intangible ‎Assets		Total
Gross carrying amount	$	12,335	$	9,058	$	4,996	$	26,389
Less: Accumulated amortization		(12,002)		(7,660)		(3,452)		(23,114)
Less: Impairments		—		—		(17)		(17)
Net intangible assets other than goodwill	$	333	$	1,398	$	1,527	$	3,258

Beneficial leases obtained in business combinations where we are the landlord are amortized over the life of the relevant leases. Trade names are amortized based on the accelerated amortization method over their estimated useful life of 30 years, and other intangible assets are amortized over their estimated useful lives of up to 30 years (except for transferrable liquor licenses, which are indefinite-lived assets). The table below summarizes the amortization expense of intangible assets for the quarter and ~~six~~nine months ended ~~June~~September 30, 2022



	Quarter Ended				Six Months Ended				Quarter Ended				Nine Months Ended
	June 30,				June 30,				September 30,				September 30,
(Dollars in thousands)	2022		2021		2022		2021		2022		2021		2022		2021
Beneficial lease amortization	$	22	$	29	$	44	$	59	$	21	$	28	$	65	$	87
Other amortization		132		105		267		270		286		262		397		518
Total intangible assets amortization	$	154	$	134	$	311	$	329	$	307	$	290	$	461	$	605

Note 9 – Prepaid and Other Assets

Prepaid and other assets are summarized as follows:



	June 30,		December 31,		September 30,		December 31,
(Dollars in thousands)	2022		2021		2022		2021
Prepaid and other current assets
Prepaid expenses	$	2,205	$	1,185	$	2,359	$	1,185
Prepaid taxes		1,114		1,929		1,667		1,929
Income taxes receivable		61		52		61		52
Prepaid rent		1,323		1,438		1,226		1,438
Deposits		236		244		236		244
Other receivables		51		—
Investments in marketable securities		22		23		18		23
Total prepaid and other current assets	$	5,012	$	4,871	$	5,567	$	4,871
Other non-current assets
Other non-cinema and non-rental real estate assets		1,134		1,134		1,134		1,134
Investment in Reading International Trust I		838		838		838		838
Straight-line rent asset		5,829		4,477		5,520		4,477
Long-term deposits		8		12		8		12
Total other non-current assets	$	7,809	$	6,461	$	7,500	$	6,461

Note 10 – Income Taxes

The interim provision for income taxes is different from the amount determined by applying the U.S. federal statutory rate to consolidated income or loss before taxes. The differences are attributable to foreign tax rate differential, unrecognized tax benefits, and change in valuation allowance. Our ~~effective~~ tax rate effective was (6.9%) and ~~22.9%~~26.4% for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively. The difference is primarily due to the increase in ~~both~~ valuation allowance and unrecognized tax benefits as well as a decrease in Global Intangible Low-Taxed Income ~~(“GILTI”~~("GILTI") tax in 2022. The forecasted effective tax rate is updated each quarter as new information becomes available.

‎

Note 11 – Borrowings

Our Company’s borrowings at ~~June~~September 30, 2022 and December 31, 2021, net of deferred financing costs and including the impact of interest rate derivatives on effective interest rates, are summarized below:



	As of June 30, 2022									As of September 30, 2022
(Dollars in thousands)	Maturity Date	Contractual ‎Facility		Balance, ‎Gross		Balance, ‎Net⁽¹⁾		Stated ‎Interest Rate	Effective ‎Interest ‎Rate	Maturity Date	Contractual ‎Facility		Balance, ‎Gross		Balance, ‎Net⁽¹⁾		Stated ‎Interest Rate	Effective ‎Interest ‎Rate
Denominated in USD
Trust Preferred Securities (US)	April 30, 2027	$	27,913	$	27,913	$	26,839	5.29%	5.29%	April 30, 2027	$	27,913	$	27,913	$	26,894	6.78%	6.78%
Bank of America Credit Facility (US)	March 6, 2023		36,750		36,750		36,663	7.25%	7.25%	March 6, 2023		34,500		34,500		34,445	8.75%	8.75%
Cinemas 1, 2, 3 Term Loan (US)	October 1, 2022		23,735		23,735		23,260	4.25%	4.25%	April 1, 2023		22,583		22,583		22,266	4.25%	4.25%
Minetta & Orpheum Theatres Loan (US)⁽²⁾	November 1, 2023		8,000		8,000		7,960	3.11%	5.15%	November 1, 2023		8,000		8,000		7,968	3.11%	5.15%
U.S. Corporate Office Term Loan (US)	January 1, 2027		8,807		8,807		8,739	4.64% / 4.44%	4.61%	January 1, 2027		8,741		8,741		8,677	4.64% / 4.44%	4.61%
Union Square Financing (US)⁽³⁾	May 6, 2024		55,000		43,000		42,282	8.51%	7.40%	May 6, 2024		55,000		43,000		42,360	9.91%	7.40%
Purchase Money Promissory Note (US)	September 18, 2024		1,692		1,692		1,692	5.00%	5.00%	September 18, 2024		1,514		1,514		1,514	5.00%	5.00%
Denominated in foreign currency ("FC") ⁽⁴⁾
NAB Corporate Term Loan (AU)	December 31, 2023		70,086		70,086		69,977	2.35%	2.35%	December 31, 2023		65,336		65,336		65,251	4.51%	4.51%
Westpac Bank Corporate (NZ)	January 1, 2024		8,643		8,643		8,643	4.70%	4.70%	January 1, 2024		7,809		7,809		7,809	5.70%	5.70%
		$	240,626	$	228,626	$	226,055				$	231,396	$	219,396	$	217,184

(1)Net of deferred financing costs amounting to ~~$2.6~~$2.2 million.

(2)The interest rate derivative associated with the Minetta & Orpheum loan provides for an effective fixed rate of 5.15%.

(3)The interest rate derivative associated with the Union Square loan provides for ana maximum effective rate of 7.40%.

(4)The contractual facilities and outstanding balances of the foreign currency denominated borrowings were translated into U.S. dollars based on the applicable exchange rates as of ~~June~~September 30, 2022.



	As of December 31, 2021
(Dollars in thousands)	Maturity Date	Contractual ‎Facility		Balance, ‎Gross		Balance, ‎Net⁽¹⁾		Stated ‎Interest ‎Rate	Effective ‎Interest ‎Rate
Denominated in USD
Trust Preferred Securities (US)	April 30, 2027	$	27,913	$	27,913	$	26,728	4.13%	4.13%
Bank of America Credit Facility (US)	March 6, 2023		39,500		39,500		39,364	5.75%	5.75%
Cinemas 1, 2, 3 Term Loan (US)	April 1, 2022		24,039		24,039		23,680	4.25%	4.25%
Minetta & Orpheum Theatres Loan (US)(2)	November 1, 2023		8,000		8,000		7,944	2.14%	5.15%
U.S. Corporate Office Term Loan (US)	January 1, 2027		8,936		8,936		8,860	4.64% / 4.44%	4.64%
Union Square Financing (US)⁽³⁾	May 6, 2024		55,000		43,000		42,002	7.00%	7.00%
Purchase Money Promissory Note (US)	September 18, 2024		2,043		2,043		2,043	5.00%	5.00%
Denominated in foreign currency ("FC") (4)
NAB Corporate Term Loan (AU)	December 31, 2023		74,052		74,052		73,900	1.82%	1.82%
Westpac Bank Corporate (NZ)	January 1, 2024		9,465		9,465		9,465	3.45%	3.45%
Total		$	248,948	$	236,948	$	233,986

(1)Net of deferred financing costs amounting to $3.0 million.

(2)The interest rate derivative associated with the Minetta & Orpheum loan provides for an effective fixed rate of 5.15%.

(3)The interest rate derivative associated with the Union Square loan provides for an effective fixed rate of 7.00%.

(4)The contractual facilities and outstanding balances of the foreign currency denominated borrowings were translated into U.S. dollars based on the applicable exchange rates as of December 31, 2021.

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



	June 30,		December 31,		September 30,		December 31,
Balance Sheet Caption (Dollars in thousands)	2022		2021		2022		2021
Debt - current portion	$	60,474	$	11,349	$	57,207	$	11,349
Debt - long-term portion		138,013		195,198		132,345		195,198
Subordinated debt - current portion		729		711		738		711
Subordinated debt - long-term portion		26,839		26,728		26,894		26,728
Total borrowings	$	226,055	$	233,986	$	217,184	$	233,986

Bank of America Credit Facility

Our $55.0 million credit facility with Bank of America matures on March 6, 2023. The interest rate on borrowings under this facility is fixed at 3.0% above the “Eurodollar” rate, which itself has a floor of 1.0%.

On November 8, 2021, and effective in Q4 of 2021, Bank of America replaced all of our covenants with a single liquidity test and converted the line of credit into a term loan with scheduled repayments.

Minetta and Orpheum Theatres Loan

On October 12, 2018, we refinanced our $7.5 million loan with Santander Bank, which is secured by our Minetta and Orpheum Theatres, with a loan for a five year term of $8.0 million. Such modification was not considered to be substantial under U.S. GAAP.

U.S. Corporate Office Term Loan

On December 13, 2016, we obtained a ten year $8.4 million mortgage loan on our Culver City building at a fixed annual interest rate of 4.64%. This loan provided for a second loan upon completion of certain improvements. On June 26, 2017, we obtained a further $1.5 million under this provision at a fixed annual interest rate of 4.44%.

Cinemas 1,2,3 Term Loan

On March 13, 2020, Sutton Hill Properties LLC (“SHP”), a 75% subsidiary of RDI, refinanced its $20.0 million term loan with Valley National Bank with a new term loan of $25.0 million, an interest rate of 4.25%, and maturity date of April 1, 2022, with 2two six month options to extend. We executed the first extension option on March 3, 2022, and the second extension option on September 1, 2022, taking the maturity to ~~October~~April 1, ~~2022.~~2023. We have ~~one~~no remaining ~~six month~~ extension ~~which when executed will take the maturity date to April 1, 2023.~~options.

Union Square Financing

On May 7, 2021, we closed on a new ~~three year~~three-year $55.0 million loan facility with Emerald Creek Capital secured by our 44 Union Square property and certain limited guarantees. The facility bears a variable interest rate of one month LIBOR plus 6.9% with a floor of 7.0 % and includes provisions for a prepaid interest and property tax reserve fund. The loan ~~contains a reserve for existing mechanic’s liens. The loan~~ has two 12-month options to extend, ~~but~~and may be repaid at any time, subject to notice and a minimum interest payment equal to the positive difference between interest paid on the loan through the pre-payment date and one year’s interest. In effect, the loan may be repaid after May 7, 2022, without the payment of any premium.

Purchase Money Promissory Note

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

Westpac Bank Corporate Credit Facility (NZ)

Our Westpac Corporate Credit Facility for NZ$13.8 million matures on January 1, 2024. The facility currently carries an interest rate and line of credit charge of 2.40% above the Bank Bill Bid Rate and 1.65% respectively.

Westpac has waived the requirement to test certain covenants for each quarter since the third quarter of 2020, including the third quarter of 2022. Our third quarter waiver also removes the requirement to test certain covenants up to and including the first quarter of 2023, with testing resuming for the second quarter of ~~2022.~~2023. Certain covenant ratios were also adjusted.

Australian NAB Corporate Term Loan (AU)

Our Revolving Corporate Markets Loan Facility with National Australia Bank (“NAB”) matures on December 31, 2023. It currently consists of (i) a AU$100.0 million Corporate Loan facility at 1.75% above BBSY with a due date of December 31, 2023, of which AU$60.0 million is revolving and AU$40.0 million is core, (ii) a Bank Guarantee Facility of AU$5.0 million at a rate of 1.85% per annum and (iii) a further AU$3.0 million of core debt added in December 2020, relating to the funding of our cinema at Jindalee, Queensland, which is repayable in semi-annual installments of AU$500,000, the first installment being April 30, 2021, until fully repaid on October 31, 2023.

On November 2, 2021, NAB modified our Fixed Charge Cover Ratio and Leverage Ratio covenants, reducing the measurement requirements and in some instances removing the requirement to test.

Note 12 – Other Liabilities

Other liabilities are summarized as follows:



	June 30,		December 31,		September 30,		December 31,
(Dollars in thousands)	2022		2021		2022		2021
Current liabilities
Lease liability	$	5,900	$	—	$	5,900	$	—
Liability for demolition costs		2,542		2,783		—		2,783
Accrued pension		684		684		684		684
Security deposit payable		68		69		67		69
Finance lease liabilities		33		40		33		40
Other		41		43		33		43
Other current liabilities	$	9,268	$	3,619	$	6,717	$	3,619
Other liabilities
Lease make-good provision		7,677		7,766		7,367		7,766
Accrued pension		3,374		3,605		3,257		3,605
Deferred rent liability		3,091		3,930		2,901		3,930
Environmental reserve		1,656		1,656		1,656		1,656
Lease liability		—		5,900		—		5,900
Acquired leases		16		21		12		21
Finance lease liabilities		11		28		3		28
Other non-current liabilities	$	15,825	$	22,906	$	15,196	$	22,906

Pension Liability – Supplemental Executive Retirement Plan

On August 29, 2014, the Supplemental Executive Retirement Plan (“SERP”) that has been effective since March 1, 2007, was ended and replaced in accordance with the terms of a 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 this pension annuity liability of $7.5 million. The valuation of the liability is based on the present value of $10.2 million discounted at a rate of 4.25% over a 15-year term, resulting in a monthly payment of $57,000. 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) as of August 29, 2014, 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.

In February 2018, we made a payment of $2.4 million relating to the annuity representing payments for the 42 months outstanding at the time. Monthly ongoing payments of $57,000 are now being made.

As a result of the above, included in our current and non-current liabilities are accrued pension costs of ~~$4.1~~$3.9 million at ~~June~~September 30, 2022. The benefits of our pension plan are fully vested and therefore 0no service costs were recognized for the ~~six~~nine months ended ~~June~~September 30, 2022, and 2021. Our pension plan is unfunded.

During the quarter and ~~six~~nine months ended ~~June~~September 30, 2022, the interest cost was ~~$55,000,~~$53,000, and ~~$111,000,~~$165,000, respectively, and the actuarial loss was ~~$51,000~~$52,000 and ~~$103,000,~~$155,000, respectively. During the quarter and ~~six~~nine months ended ~~June~~September 30, 2021, the interest cost was ~~$61,000~~$59,000 and ~~$123,000,~~$182,000, respectively, and the actuarial loss was ~~$51,000~~$52,000 and ~~$104,000,~~$156,000, respectively.

Note 13 – Accumulated Other Comprehensive Income

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



(Dollars in thousands)	Foreign ‎Currency ‎Items		Unrealized ‎Gain (Losses) ‎on Available- ‎for-Sale ‎Investments		Accrued ‎Pension ‎Service Costs		Hedge ‎Accounting ‎Reserve		Total		Foreign ‎Currency ‎Items		Unrealized ‎Gain (Losses) ‎on Available- ‎for-Sale ‎Investments		Accrued ‎Pension ‎Service Costs		Hedge ‎Accounting ‎Reserve		Total
Balance at January 1, 2022	$	6,842	$	(14)	$	(1,969)	$	23	$	4,882	$	6,842	$	(14)	$	(1,969)	$	23	$	4,882

Change related to derivatives
Total change in hedge fair value recorded in Other Comprehensive Income		—		—		—		1,145		1,145		—		—		—		1,457		1,457
Amounts reclassified from accumulated other comprehensive income		—		—		—		49		49		—		—		—		(204)		(204)
Net change related to derivatives		—		—		—		1,194		1,194		—		—		—		1,253		1,253

Net current-period other comprehensive income (loss)		(6,989)		(2)		103		1,194		(5,694)		(15,268)		(1)		155		1,253		(13,861)
Balance at June 30, 2022	$	(147)	$	(16)	$	(1,866)	$	1,217	$	(812)
Balance at September 30, 2022											$	(8,426)	$	(15)	$	(1,814)	$	1,276	$	(8,979)

Note 14 – Commitments and Contingencies

Litigation General

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.

Discussed below are certain litigation matters which, however, have been significant to our Company.

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 the plaintiffs, 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 the defendants, 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.

California Employment Litigation

Our Company is currently a defendant in certain California employment matters which include substantially overlapping wage and hour claims relating to our California cinema operations as described below. Taylor Brown, individually, and on behalf of other members of the general public similarly situated vs. Reading Cinemas et al. Superior Court of the State of California for the County of Kern, Case No. BCV-19-1000390 (“Brown v. RC,” and the “Brown Class Action Complaint”) was initially filed in December 2018, as an individual action and refiled as a putative class action in February 2019, but not served until June 24, 2019. Peter M. Wagner, Jr., an individual, vs. Consolidated Entertainment, Inc. et al., Superior Court of the State of California for the County of San Diego, Case NO. 37-2019-00030695-CU-WT-CTL (“Wagner v. CEI,” and the “Wagner Individual Complaint”) was filed as a discrimination and retaliation lawsuit in June 2019. The following month, in July 2019, a notice was served on us by separate counsel for Mr. Wagner under the California Private Attorney General Act of 2004 (Cal. Labor Code Section 2698, et seq) (the “Wagner PAGA Claim”) purportedly asserting in a representational capacity claims under the PAGA statute, overlapping, in substantial part, the allegations set forth in the Brown Class Action Complaint. On March 6, 2020, Wagner filed a purported class action in the Superior Court of California, County of San Diego, again covering basically the same allegations as set forth in the Brown Class Action Complaint, and titled Peter M. Wagner, an individual, on behalf of himself and all others similarly situated vs. Reading International, Inc., Consolidated Entertainment, Inc. and Does 1 through 25, Case No. 37-2020-000127-CU-OE-CTL (the “Wagner Class Action” and the “Wagner Class Action Complaint”). Following mediation, the Wagner Individual Complaint was settled, and final judgment entered on February 10, 2021, at what we believe to have been its nuisance value.

On July 13, 2021, following a mediation, the parties agreed to settle the claims set forth in the remaining lawsuits (specifically, the Brown Class Action Complaint, the Wagner PAGA Claim and the Wagner Class Action Complaint) for the Company’s payment of $4.0 million (the “Settlement Amount”). The final settlement agreement has been executed and delivered by the parties, but remains contingent upon final court approval. No date has yet been set for that hearing. The Settlement Amount is to be paid in two installments, one-half within 30 days of final court approval and the balance nine-months thereafter. A court hearing on the settlement is not expected prior to the fourth quarter of 2022. We accrued the Settlement Amount in 2021 as a cinema segment administrative expense.

General Distributors Limited v. Reading Wellington Properties Arbitration

On June 18, 2021, General Distributors Limited (“GDL”), an owner and operator of supermarkets in New Zealand, filed an arbitration statement of claim (the “Statement of Claim”) in Auckland, New Zealand, against our wholly owned subsidiary, Reading Wellington Properties, Limited (“RWPL”), relating to the enforceability of an Agreement to Lease (the “ATL”) entered into between the parties in February 2013, contemplating the construction by RWPL and the lease by GDL of a supermarket in Wellington, New Zealand on property owned by RWPL. The ATL contemplated that GDL would also obtain certain rights to use parking spaces in an adjacent 9 story parking structure owned by another of our wholly owned subsidiaries, Courtenay Carpark Limited (the “Parking Garage”). However, as a result of the Kaikōura earthquake on November 14, 2016, itEffective August 26, 2022, this matter was necessary to demolish the Parking Garage. It has not been rebuilt and there is currently no plan to rebuild it and neither RWPL nor Courtenay Carpark Limited have any legal right to rebuild it under presently existing laws controlling land use in Wellington. Accordingly, we believe that it is impossible to deliver the specific parking rights contemplatedresolved by the ~~ATL and, given the materiality of these parking rights~~parties’ written settlement agreement to the ~~transaction contemplated by the ATL,~~effect that the ATL has ~~been frustrated~~terminated and is ~~of no ongoing force~~at an end and ~~effect. In addition, there remain a variety~~that any and all rights or claims arising under or in respect of open business points which have not yet been resolved and which we believe, given the passage of time, render the contract null and unenforceable. GDL asserts a different view and is seeking a declaration that the ATL ~~remains binding upon~~have lapsed or are, by such settlement, waived and abandoned, including any and all right or claims against the ~~parties~~any of our Company’s properties in Wellington, New Zealand. No amounts in settlement were paid by either party, and ~~for specific performance by RWPL~~each party bore its own legal costs and expenses. The cost of the ~~ATL.~~ arbitrator were shared equally by the parties. The matter is now at an end.

RWPL has filed a response contesting GDL’s claims, and raising various affirmative defenses, including frustration and a failure of the parties to reach any specifically enforceable agreement as to certain fundament construction and construction cost issues. NaN damages are being sought by GDL, other than costs, and 0 reserves for this matter have been established. RWPL is a limited liability company, its only asset being the parcel of unimproved land on which the supermarket was to be built. Discovery is complete, and the parties have exchanged witness statements. The arbitration is scheduled to be heard in the fourth quarter of this year.

During the quarter, in an effort to resolve the arbitration, the parties continued their “without prejudice” discussions as to possible alternatives pursuant to which a grocery store could be developed and leased to GDL.

Note 15 – Non-controlling Interests

These are composed of the following enterprises:

Australia Country Cinemas Pty Ltd. - 25% noncontrolling interest owned by Panorama Group International Pty Ltd.:

Shadow View Land and Farming, LLC - 50% noncontrolling membership interest owned by the estate of Mr. James J. Cotter, Sr. (the “Cotter Estate”); and,

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

The components of noncontrolling interests are as follows:



	June 30,		December 31,		September 30,		December 31,
(Dollars in thousands)	2022		2021		2022		2021
Australian Country Cinemas, Pty Ltd	$	63	$	48	$	54	$	48
Shadow View Land and Farming, LLC		—		(4)		(3)		(4)
Sutton Hill Properties, LLC		776		942		642		942
Noncontrolling interests in consolidated subsidiaries	$	839	$	986	$	693	$	986

The components of income attributable to noncontrolling interests are as follows:



	Quarter Ended				Six Months Ended				Quarter Ended				Nine Months Ended
	June 30,				June 30,				September 30,				September 30,
(Dollars in thousands)	2022		2021		2022		2021		2022		2021		2022		2021
Australian Country Cinemas, Pty Ltd	$	72	$	(17)	$	62	$	41	$	15	$	6	$	76	$	48
Shadow View Land and Farming, LLC		—		14		(1)		3,166		(3)		—		(4)		3,166
Sutton Hill Properties, LLC		(79)		(105)		(166)		(213)		(134)		(111)		(300)		(325)
Net income (loss) attributable to noncontrolling interests	$	(7)	$	(108)	$	(105)	$	2,994	$	(122)	$	(105)	$	(228)	$	2,889

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

Summary of Controlling and Noncontrolling Stockholders’ Equity

A summary of the changes in controlling and noncontrolling stockholders’ equity is as follows:


	Common Stock								Retained				Accumulated		Reading						Common Stock								Retained				Accumulated		Reading
	Class A	Class A		Class B	Class B		Additional		Earnings				Other		International Inc.				Total		Class A	Class A		Class B	Class B		Additional		Earnings				Other		International Inc.				Total
	Non-Voting	Par		Voting	Par		Paid-In		(Accumulated		Treasury		Comprehensive		Stockholders’		Noncontrolling		Stockholders’		Non-Voting	Par		Voting	Par		Paid-In		(Accumulated		Treasury		Comprehensive		Stockholders’		Noncontrolling		Stockholders’
(Dollars in thousands, except shares)	Shares	Value		Shares	Value		Capital		Deficit)		Shares		Income (Loss)		Equity		Interests		Equity		Shares	Value		Shares	Value		Capital		Deficit)		Shares		Income (Loss)		Equity		Interests		Equity
At January 1, 2022	20,260	$	233	1,680	$	17	$	151,981	$	(12,632)	$	(40,407)	$	4,882	$	104,074	$	986	$	105,060	20,260	$	233	1,680	$	17	$	151,981	$	(12,632)	$	(40,407)	$	4,882	$	104,074	$	986	$	105,060
Net income (loss)	—		—	—		—		—		(15,354)		—		—		(15,354)		(99)		(15,453)	—		—	—		—		—		(15,354)		—		—		(15,354)		(99)		(15,453)
Other comprehensive income, net	—		—	—		—		—		—		—		3,524		3,524		1		3,525	—		—	—		—		—		—		—		3,524		3,524		1		3,525
Share-based compensation expense	—		—	—		—		415		—		—		—		415		—		415	—		—	—		—		415		—		—		—		415		—		415
Restricted Stock Units	52		1	—		—		(32)		—		—		—		(31)		—		(31)	52		1	—		—		(32)		—		—		—		(31)		—		(31)
Distributions to noncontrolling stockholders	—		—	—		—		—		—		—		—		—		(22)		(22)	—		—	—		—		—		—		—		—		—		(22)		(22)
At March 31, 2022	20,312	$	234	1,680	$	17	$	152,364	$	(27,986)	$	(40,407)	$	8,406	$	92,628	$	866	$	93,494	20,312	$	234	1,680	$	17	$	152,364	$	(27,986)	$	(40,407)	$	8,406	$	92,628	$	866	$	93,494
Net income	—		—	—		—		—		(2,436)		—		—		(2,436)		(7)		(2,443)	—		—	—		—		—		(2,436)		—		—		(2,436)		(7)		(2,443)
Other comprehensive income, net	—		—	—		—		—		—		—		(9,218)		(9,218)		1		(9,217)	—		—	—		—		—		—		—		(9,218)		(9,218)		1		(9,217)
Share-based compensation expense	—		—	—		—		466		—		—		—		466		—		466	—		—	—		—		466		—		—		—		466		—		466
Restricted Stock Units	49		—	—		—		(52)		—		—		—		(52)		—		(52)	49		—	—		—		(52)		—		—		—		(52)		—		(52)
Distributions to noncontrolling stockholders	—		—	—		—		—		—		—		—		—		(21)		(21)	—		—	—		—		—		—		—		—		—		(21)		(21)
At June 30, 2022	20,361		234	1,680		17		152,778		(30,422)		(40,407)		(812)		81,388		839		82,227	20,361	$	234	1,680	$	17	$	152,778	$	(30,422)	$	(40,407)	$	(812)	$	81,388	$	839	$	82,227
Net income																					—		—	—		—		—		(5,177)		—		—		(5,177)		(122)		(5,299)
Other comprehensive income, net																					—		—	—		—		—		—		—		(8,167)		(8,167)		(3)		(8,170)
Share-based compensation expense																					—		—	—		—		497		—		—		—		497		—		497
Distributions to noncontrolling stockholders																					—			—		—		—		—		—		—		—		(21)		(21)
At September 30, 2022																					20,361	$	234	1,680	$	17	$	153,275	$	(35,599)	$	(40,407)	$	(8,979)	$	68,541	$	693	$	69,234


	Common Stock								Retained				Accumulated		Reading						Common Stock								Retained				Accumulated		Reading
	Class A	Class A		Class B	Class B		Additional		Earnings				Other		International Inc.				Total		Class A	Class A		Class B	Class B		Additional		Earnings				Other		International Inc.				Total
	Non-Voting	Par		Voting	Par		Paid-In		(Accumulated		Treasury		Comprehensive		Stockholders’		Noncontrolling		Stockholders’		Non-Voting	Par		Voting	Par		Paid-In		(Accumulated		Treasury		Comprehensive		Stockholders’		Noncontrolling		Stockholders’
(Dollars in thousands, except shares)	Shares	Value		Shares	Value		Capital		Deficit)		Shares		Income (Loss)		Equity		Interests		Equity		Shares	Value		Shares	Value		Capital		Deficit)		Shares		Income (Loss)		Equity		Interests		Equity
At January 1, 2021	20,069	$	231	1,680	$	17	$	149,979	$	(44,553)	$	(40,407)	$	12,502	$	77,769	$	3,404	$	81,173	20,069	$	231	1,680	$	17	$	149,979	$	(44,553)	$	(40,407)	$	12,502	$	77,769	$	3,404	$	81,173
Net income (loss)	—		—	—		—		—		18,965		—		—		18,965		3,102		22,067	—		—	—		—		—		18,965		—		—		18,965		3,102		22,067
Other comprehensive income, net	—		—	—		—		—		—		—		(2,545)		(2,545)		—		(2,545)	—		—	—		—		—		—		—		(2,545)		(2,545)		—		(2,545)
Share-based compensation expense	—		—	—		—		464		—		—		—		464		—		464	—		—	—		—		464		—		—		—		464		—		464
Restricted Stock Units	52		1	—		—		(111)		—		—		—		(110)		—		(110)	52		1	—		—		(111)		—		—		—		(110)		—		(110)
Distributions to noncontrolling stockholders	—		—	—		—		—		—		—		—		—		(5,300)		(5,300)	—		—	—		—		—		—		—		—		—		(5,300)		(5,300)
At March 31, 2021	20,121	$	232	1,680	$	17	$	150,332	$	(25,588)	$	(40,407)	$	9,957	$	94,543	$	1,206	$	95,749	20,121	$	232	1,680	$	17	$	150,332	$	(25,588)	$	(40,407)	$	9,957	$	94,543	$	1,206	$	95,749
Net income	—		—	—		—		—		22,702		—		—		22,702		(108)		22,594	—		—	—		—		—		22,702		—		—		22,702		(108)		22,594
Other comprehensive income, net	—		—	—		—		—		—		—		(1,592)		(1,592)		—		(1,592)	—		—	—		—		—		—		—		(1,592)		(1,592)		—		(1,592)
Share-based compensation expense	—		—	—		—		450		—		—		—		450		—		450	—		—	—		—		450		—		—		—		450		—		450
Restricted Stock Units	4		—	—		—		(2)		—		—		—		(2)		—		(2)	4		—	—		—		(2)		—		—		—		(2)		—		(2)
At June 30, 2021	20,125		232	1,680		17		150,780		(2,886)		(40,407)		8,365		116,101		1,098		117,199	20,125	$	232	1,680	$	17	$	150,780	$	(2,886)	$	(40,407)	$	8,365	$	116,101	$	1,098	$	117,199
Net income																					—		—	—		—		—		(10,095)		—		—		(10,095)		(105)		(10,200)
Other comprehensive income, net																					—		—	—		—		—		—		—		(4,029)		(4,029)		--		(4,029)
Share-based compensation expense																					—		—	—		—		606		—		—		—		606		--		606
Restricted Stock Units																					2		—	—		—		(3)		—		—		—		(3)		--		(3)
At September 30, 2020																					20,127	$	232	1,680	$	17	$	151,383	$	(12,981)	$	(40,407)	$	4,336	$	102,580	$	993	$	103,573

Note 16 – Stock-Based Compensation and Stock Repurchases

Employee and Director Stock Incentive Plan

2010 Stock Incentive Plan

Our 2010 Stock Incentive Plan (as amended, the “2010 Plan”) under which our Company has granted stock options and other share-based payment awards of our Common Stock to eligible employees, directors, and consultants has expired. In total, ~~1,360,402~~1,315,481 shares of Class A Common Stock were issued or reserved for issuance pursuant to the previously granted options or restricted stock units under that plan.

2020 Stock Incentive Plan

On November 4, 2020, the Company enacted the 2020 Stock Incentive Plan, which was also approved by the Company’s stockholders on December 8, 2020 (the “2020 Plan”). 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. The aggregate total number of shares of Class A Common Stock authorized for issuance under the 2020 Plan at ~~June~~September 30, 2022, was 1,250,000, of which ~~307,895~~308,638 remain available for future issuance. In addition, if any awards that were outstanding under the 2010 Plan are subsequently forfeited or if the related shares are repurchased, a corresponding number of shares will automatically become available for issuance under the 2020 Plan, thus resulting in a potential increase in the number of shares available for issuance under the 2020 Plan. At ~~June~~September 30, 2022, this potential increase in the number of shares eligible for issuance under the 2020 Plan was ~~307,382~~422,248 Class A Common Stock.

Stock options are granted at exercise prices equal to the grant-date market prices and typically expire no later than five years from the grant date. In contrast to a stock option where the grantee buys our Company’s share at an exercise price determined on the grant date, a restricted stock unit (“RSU”) entitles the grantee to receive one share for every RSU based on a vesting plan, typically between one year and four years from grant. As discussed further below, a performance component has been added to certain of the RSUs granted to management. At the time the options are exercised or RSUs vest and are settled, at the discretion of management, we will issue treasury shares or make a new issuance of shares to the option or RSU holder.

Stock Options

We have 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.

~~NaN~~No stock options were issued in the ~~six~~nine months ended ~~June~~September 30, 2022.

For the quarters ended ~~June~~September 30, 2022, and 2021, we recorded compensation expense of $53,000 and $101,000, respectively, with respect to our prior stock option grants. For the ~~six~~nine months ended ~~June~~September 30, 2022, and ~~June~~September 30, 2021, we recorded compensation expense of ~~$106,000~~$159,000 and ~~$201,000,~~$302,000, respectively. At ~~June~~September 30, 2022, the total unrecognized estimated compensation expense related to non-vested stock options was $0.1 million, which we expect to recognize over a weighted average vesting period of ~~0.75~~0.65 years. The intrinsic, unrealized value of all options outstanding vested and expected to vest, at ~~June~~September 30, 2022, was $nil, as the closing price of our Common Stock on that date was ~~$3.61.~~$3.29.

The following table summarizes the number of options outstanding and exercisable as of ~~June~~September 30, 2022, and December 31, 2021:



	Outstanding Stock Options - Class A Shares						Outstanding Stock Options - Class A Shares
	Number ‎of Options	Weighted ‎Average ‎Exercise Price		Weighted ‎Average ‎Remaining ‎Years of ‎Contractual ‎Life	Aggregate ‎Intrinsic ‎Value		Number ‎of Options	Weighted ‎Average ‎Exercise Price		Weighted ‎Average ‎Remaining ‎Years of ‎Contractual ‎Life	Aggregate ‎Intrinsic ‎Value
	Class A	Class A		Class A	Class A		Class A	Class A		Class A	Class A
Balance - December 31, 2020	713,479	$	14.64	2.18	$	13,969	713,479	$	14.64	2.18	$	13,969
Granted	—		—	—		—	—		—	—		—
Exercised	(38,803)		4.66	—		63,831	(38,803)		4.66	—		63,831
Forfeited	(157,332)		11.87	—		—	(157,332)		11.87	—		—
Balance - December 31, 2021	517,344	$	15.42	1.66	$	—	517,344	$	15.42	1.66	$	—
Granted	—		—	—		—	—		—	—		—
Exercised	—		—	—		—	—		—	—		—
Forfeited	(144,925)		15.97	—		—	(189,846)		12.19	—		—
Balance - June 30, 2022	372,419	$	15.51	1.52	$	—
Balance - September 30, 2022							327,498	$	15.75	1.33	$	—

Restricted Stock Units

The following table summarizes the status of unvested RSUs granted to date as of ~~June~~September 30, 2022:



	Outstanding Restricted Stock Units						Outstanding Restricted Stock Units
	RSU Grants (in units)			Vested,	Unvested,	Forfeited,	RSU Grants (in units)			Vested,	Unvested,	Forfeited,
Grant Date	Directors	Management	Total ‎Grants	June 30, ‎2022	June 30, ‎2022	June 30, ‎2022	Directors	Management	Total ‎Grants	September 30, 2022	September 30, 2022	September 30, 2022

Opening balance	118,231	118,060	236,291	231,804	—	4,487	118,231	118,060	236,291	231,804	—	4,487

March 13, 2019	—	24,366	24,366	15,947	5,315	3,104	—	24,366	24,366	15,947	5,315	3,104
March 14, 2019	—	23,327	23,327	17,496	5,831	—	—	23,327	23,327	17,496	5,831	—
May 7, 2019	11,565	—	11,565	11,565	—	—	11,565	—	11,565	11,565	—	—
March 10, 2020	—	287,163	287,163	96,828	189,517	818	—	287,163	287,163	96,828	189,517	818
December 14, 2020	—	43,260	43,260	42,084	—	1,176	—	43,260	43,260	42,084	—	1,176
December 16, 2020	60,084	11,459	71,543	71,543	—	—	60,084	11,459	71,543	71,543	—	—
April 5, 2021	—	262,830	262,830	45,403	217,427	—	—	262,830	262,830	45,403	217,427	—
April 19, 2021	—	22,888	22,888	5,563	16,508	817	—	22,888	22,888	5,536	16,276	1,076
August 11, 2021	26,924	—	26,924	26,924	—	—	26,924	—	26,924	26,924	—	—
December 8, 2021	48,951	—	48,951	—	48,951	—	48,951	—	48,951	—	48,951	—
April 18, 2022	—	428,899	428,899	—	428,899	—	—	428,899	428,899	—	428,415	484

Total	265,755	1,222,252	1,488,007	565,157	912,448	10,402	265,755	1,222,252	1,488,007	565,130	911,732	11,145

RSU awards to management vest 25% on the anniversary of the grant date over a period of four years. Beginning in 2020, a performance component has been added to certain of the RSUs granted to management, which vest on the third anniversary of their grant date based on the achievement of certain performance metrics. On March 10, 2020, RSUs covering 287,163 shares were issued to members of executive management and other employees of our Company. Between December 14, 2020, and December 16, 2020, RSUs covering 114,803 shares were issued to members of executive management and other employees of our Company, all of which vested 100% on December 14 and 16, 2021, as applicable. In addition, we granted non-employee directors 60,084 RSUs (as well as 38,803 options) on December 16, 2020. In April 2021, RSUs covering 262,830 shares were issued to members of executive management. These RSUs have two structures, which include time vesting and performance vesting. The majority of RSUs vest 75% evenly over a period of four 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 of four years with the remaining 50%, contingent upon the achievement of certain performance metrics, vesting in full on the third anniversary of the grant date. RSUs covering 22,888 shares were also issued to other employees of our Company. These awards vest 25% on the anniversary of the grant date over a period of four years. On August 11, 2021, and December 8, 2021, RSUs covering 26,924 and 48,951 shares, respectively, were issued to non-employee directors. On April 18, 2022, RSUs covering 428,899 shares were issued to members of executive management and other employees of our company.

The RSUs issued to non-employee directors on May 7, 2019, vested on May 6, 2020. The RSUs issued to non-employee directors on August 11, 2021, vested on December 8, 2021. The RSUs issued to non-employee directors on December 8, 2021, will vest on the first to occur of (i) 5:00 pm, Los Angeles, CA time on the last business day prior to the one-year anniversary of the Grant Date or (ii) the date on which the Recipient has served such Recipient’s full term as a Director (December 8, 2022).

For the quarters ended ~~June~~September 30, 2022, and 2021, we recorded compensation expense of ~~$413,000~~$444,000 and ~~$419,000,~~$505,000, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2022, and ~~June~~September 30, 2021, we recorded compensation expense of ~~$775,000~~$1.2 million and ~~$782,000,~~$1.3 million, respectively. The total unrecognized compensation expense related to the non-vested RSUs was ~~$3.9~~$3.5 million as of ~~June~~September 30, 2022, which we expect to recognize over a weighted average vesting period of ~~1.74~~1.65 years.

Stock Repurchase Program

On March 2, 2017, our Company’s Board of Directors authorized management, at its discretion, to spend up to an aggregate of $25.0 million to acquire shares of Reading’s Class A Common Stock. On March 14, 2019, the Board of Directors extended this stock buy-back program for two years, through March 2, 2021. On March 10, 2020, the Board increased the authorized amount by $25.0 million and extended it to March 2, 2022. At the present time, the amount available under the repurchase program authorization is $26.0 million. On May 5, 2022, the Board extended the program for two years, to March 10, 2024, making no changes to the available amount.

The repurchase program allows Reading to repurchase its shares in accordance with the requirements of the SEC on the open market, in block trades and in privately negotiated transactions, depending on market conditions and other factors. All purchases are subject to the availability of shares at prices that are acceptable to Reading, and accordingly, no assurances can be given as to the timing or number of shares that may ultimately be acquired pursuant to this authorization.

Under the stock repurchase program, as of ~~June~~September 30, 2022, our Company had acquired a total of 1,792,819 shares of Class A Common Stock for $24.0 million at an average price of $13.39 per share (excluding transaction costs). No shares of Class A Common Stock were purchased in the quarter ended ~~June~~September 30, 2022. The last share repurchase made by our Company was made on March 5, 2020, at which time 25,000 shares were purchased at an average cost per share of $7.30. This leaves $26.0 million available under the March 2, 2017, program, as extended, to March 10, 2024.

Note 17 – Leases

In all leases, whether we are the lessor or lessee, we define lease term as the non-cancellable term of the lease plus any renewals covered by renewal options that are reasonably certain of exercise based on our assessment of economic factors relevant to the lessee. The non-cancellable term of the lease commences on the date the lessor makes the underlying property in the lease available to the lessee, irrespective of when lease payments begin under the contract.

As Lessee

We have operating leases for certain cinemas, and finance leases for certain equipment assets. Our leases have remaining lease terms of 1 to 25 years, with certain leases having options to extend to up to a further 20 years. 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.

The components of lease expense were as follows:


	Quarter Ended				Six Months Ended				Quarter Ended				Nine Months Ended
	June 30,				June 30,				September 30,				September 30,
(Dollars in thousands)	2022		2021		2022		2021		2022		2021		2022		2021
Lease cost
Finance lease cost:
Amortization of right-of-use assets	$	11	$	12	$	23	$	25	$	8	$	12	$	30	$	37
Interest on lease liabilities		1		1		2		3		1		1		2		4
Operating lease cost		8,405		8,516		16,809		16,780		8,160		8,591		24,475		25,151
Variable lease cost		218		(1,594)		119		(2,744)		181		(2,064)		270		(4,751)
Total lease cost	$	8,635	$	6,936	$	16,953	$	14,064	$	8,350	$	6,540	$	24,777	$	20,441

Supplemental cash flow information related to leases is as follows:


	Six Months Ended				Nine Months Ended
	June 30,				September 30,
(Dollars in thousands)	2022		2021		2022		2021
Cash flows relating to lease cost
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for finance leases	$	25	$	27	$	33	$	40
Operating cash flows for operating leases		17,801		7,621		26,034		16,666
Right-of-use assets obtained in exchange for new operating lease liabilities		66		22,178		6,720		32,956

Supplemental balance sheet information related to leases is as follows:


	June 30,		December 31,		September 30,		December 31,
(Dollars in thousands)	2022		2021		2022		2021
Operating leases
Operating lease right-of-use assets	$	208,955	$	227,367	$	200,396	$	227,367
Operating lease liabilities - current portion		23,897		23,737		22,950		23,737
Operating lease liabilities - non-current portion		205,974		223,364		200,855		223,364
Total operating lease liabilities	$	229,871	$	247,101	$	223,805	$	247,101
Finance leases
Property plant and equipment, gross		364		374		352		374
Accumulated depreciation		(324)		(311)		(320)		(311)
Property plant and equipment, net	$	40	$	63	$	32	$	63
Other current liabilities		33		40		33		40
Other long-term liabilities		11		28		3		28
Total finance lease liabilities	$	44	$	68	$	36	$	68

Other information
Weighted-average remaining lease term - finance leases		1		2		1		2
Weighted-average remaining lease term - operating leases		11		11		11		11
Weighted-average discount rate - finance leases		5.21%		5.24%		5.21%		5.24%
Weighted-average discount rate - operating leases		4.48%		4.47%		4.56%		4.47%

The maturities of our leases were as follows:


(Dollars in thousands)	Operating ‎leases		Finance ‎leases		Operating ‎leases		Finance ‎leases
2022	$	16,805	$	17	$	7,932	$	9
2023		33,572		29		32,915		28
2024		32,122		—		31,544		—
2025		30,147		—		29,579		—
2026		27,982		—		27,702		—
Thereafter		154,598		—		159,221		—
Total lease payments	$	295,226	$	46	$	288,893	$	37
Less imputed interest		(65,355)		(2)		(65,088)		(1)
Total	$	229,871	$	44	$	223,805	$	36

As of ~~June~~September 30, 2022, we have an additional cinema operating lease that has not yet commenced operations ~~commenced operations~~ of approximately ~~$8.3~~$6.8 million. It is anticipated that this operating lease will commence in 2023 with a lease term of 15 to 20 years.

As Lessor

We have entered into various leases as a lessor for our owned real estate properties. 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 components 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. None of our leases grant any right to the tenant to purchase the underlying asset.

Lease income relating to operating lease payments was as follows:


	Quarter Ended				Six Months Ended				Quarter Ended				Nine Months Ended
	June 30,				June 30,				September 30,				September 30,
(Dollars in thousands)	2022		2021		2022		2021		2022		2021		2022		2021
Components of lease income
Lease payments	$	2,034	$	2,681	$	4,104	$	5,382	$	2,046		2,230	$	6,065	$	7,601
Variable lease payments		141		197		273		366		333		273		598		642
Total lease income	$	2,175	$	2,878	$	4,377	$	5,748	$	2,379	$	2,503	$	6,663	$	8,243

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


	June 30,		December 31,		September 30,		December 31,
(Dollars in thousands)	2022		2021		2022		2021
Building and improvements
Gross balance	$	137,080	$	140,028	$	133,488	$	140,028
Accumulated depreciation		(24,477)		(23,923)		(23,862)		(23,923)
Net Book Value	$	112,603	$	116,105	$	109,626	$	116,105

The Maturity of our leases were as follows:


(Dollars in thousands)	Operating ‎leases		Operating ‎leases
2022	$	3,534	$	1,683
2023		6,618		6,427
2024		5,823		5,786
2025		4,953		4,989
2026		2,389		2,548
Thereafter		2,647		2,757
Total	$	25,964	$	24,190

Note 18 – Hedge Accounting

As of ~~June~~September 30, 2022, and December 31, 2021, our Company held interest rate derivatives in the total notional amount of $51.0 million.

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


	Asset Derivatives						Asset Derivatives
	June 30,			December 31,			September 30,			December 31,
	2022			2021			2022			2021
(Dollars in thousands)	Balance sheet location	Fair value		Balance sheet location	Fair value		Balance sheet location	Fair value		Balance sheet location	Fair value
Interest rate contracts	Derivative financial instruments - current portion	$	1,223	Derivative financial instruments - current portion	$	96	Derivative financial instruments - current portion	$	1,318	Derivative financial instruments - current portion	$	96
	Derivative financial instruments - non-current portion		—	Derivative financial instruments - non-current portion		112	Derivative financial instruments - non-current portion		21	Derivative financial instruments - non-current portion		112
Total derivatives designated as hedging instruments		$	1,223		$	208		$	1,339		$	208
Total derivatives		$	1,223		$	208		$	1,339		$	208

	Liability Derivatives						Liability Derivatives
	June 30,			December 31,			September 30,			December 31,
	2022			2021			2022			2021
(Dollars in thousands)	Balance sheet location	Fair value		Balance sheet location	Fair value		Balance sheet location	Fair value		Balance sheet location	Fair value
Interest rate contracts	Derivative financial instruments - current portion	$	20	Derivative financial instruments - current portion	$	181	Derivative financial instruments - current portion	$	—	Derivative financial instruments - current portion	$	181
	Derivative financial instruments - non-current portion		—	Derivative financial instruments - non-current portion		—	Derivative financial instruments - non-current portion		—	Derivative financial instruments - non-current portion		—
Total derivatives designated as hedging instruments		$	20		$	181		$	—		$	181
Total derivatives		$	20		$	181		$	—		$	181

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 the quarter and ~~six~~nine months ended ~~June~~September 30, 2022 and ~~June~~September 30, 2021, respectively, the derivative instruments affected Comprehensive Income as follows:


(Dollars in thousands)	Location of Loss Recognized in Income on Derivatives	Amount of Loss (Gain) Recognized in Income on Derivatives								Location of Loss Recognized in Income on Derivatives	Amount of Loss (Gain) Recognized in Income on Derivatives
		Quarter Ended June 30, 2022				Six Months Ended June 30					Quarter Ended September 30				Nine Months Ended September 30
			2022		2021		2022		2021			2022		2021		2022		2021
Interest rate contracts	Interest expense	$	(19)	$	55	$	49	$	115	Interest expense	$	(252)	$	61	$	(204)	$	181
Total		$	(19)	$	55	$	49	$	115		$	(252)	$	61	$	(204)	$	181


	Loss (Gain) Recognized in OCI on Derivatives (Effective Portion)								Loss (Gain) Recognized in OCI on Derivatives (Effective Portion)
(Dollars in thousands)	Amount				Amount				Amount				Amount
	Quarter Ended June 30				Six Months Ended June 30				Quarter Ended September 30				Nine Months Ended September 30
		2022		2021		2022		2021		2022		2021		2022		2021
Interest rate contracts	$	(414)	$	61	$	(1,145)	$	(1)	$	(312)	$	4	$	(1,457)	$	9
Total	$	(414)	$	61	$	(1,145)	$	(1)	$	(312)	$	4	$	(1,457)	$	9

	Loss (Gain) Reclassified from OCI into Income (Effective Portion)								Loss (Gain) Reclassified from OCI into Income (Effective Portion)
Line Item	Amount				Amount				Amount				Amount
	Quarter Ended June 30				Six Months Ended June 30				Quarter Ended September 30				Nine Months Ended September 30
		2022		2021		2022		2021		2022		2021		2022		2021
Interest expense	$	(19)	$	61	$	49	$	115	$	(252)	$	61	$	(204)	$	181
Total	$	(19)	$	61	$	49	$	115	$	(252)	$	61	$	(204)	$	181

The derivatives have 0no ineffective portion, and consequently 0no losses have been recognized directly in income.

Note 19 – Fair Value Measurements

ASC 820, Fair Value Measurement establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The statement requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities;

Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and,

Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

As of ~~June~~September 30, 2022, and December 31, 2021, we had derivative financial assets carried and measured at fair value on a recurring basis of ~~$1.2~~$1.3 million and $208,000, respectfully. As of ~~June~~September 30, 2022, ~~and~~we had no derivates in a liability position. As at December 31, 2021, we had derivative financial liabilities carried and measured at fair value on a recurring basis of ~~$20,000 and $181,000 respectively.~~$181,000.

The following tables summarize our financial liabilities that are carried at cost and measured at fair value on a non-recurring basis as of ~~June~~September 30, 2022, and December 31, 2021, by level within the fair value hierarchy.



			Fair Value Measurement at June 30, 2022										Fair Value Measurement at September 30, 2022
(Dollars in thousands)	Carrying ‎Value⁽¹⁾		Level 1		Level 2		Level 3		Total		Carrying ‎Value⁽¹⁾		Level 1		Level 2		Level 3		Total
Notes payable	$	199,021	$	—	$	—	$	197,548	$	197,548	$	189,969	$	—	$	—	$	188,019	$	188,019
Subordinated debt		29,605		—		—		21,845		21,845		29,427		—		—		23,434		23,434
	$	228,626	$	—	$	—	$	219,393	$	219,393	$	219,396	$	—	$	—	$	211,453	$	211,453



			Fair Value Measurement at December 31, 2021
(Dollars in thousands)	Carrying ‎Value⁽¹⁾		Level 1		Level 2		Level 3		Total
Notes payable	$	206,992	$	—	$	—	$	207,817	$	207,817
Subordinated debt		29,956		—		—		20,494		20,494
	$	236,948	$	—	$	—	$	228,311	$	228,311

(1)These balances are presented before any deduction for deferred financing costs.

Following is a description of the valuation methodologies used to estimate the fair value of our financial assets and liabilities. There have been no changes in the methodologies used as of ~~June~~September 30, 2022, and December 31, 2021.

Level 1 investments in marketable securities primarily consist of 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 derivative financial instruments 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 ~~June~~September 30, 2022, and December 31, 2021, we concluded that the credit valuation adjustments were not significant to the overall valuation of our derivatives.

Level 3 borrowings include our 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.

Our Company’s financial instruments also include cash, cash equivalents, receivables and accounts payable. The carrying values of these financial instruments approximate the fair values due to their short maturities. Additionally, there were no transfers of assets and liabilities between levels 1, 2, or 3 during the quarter and ~~six~~nine months ended ~~June~~September 30, 2022, and ~~June~~September 30, 2021.

Note 20 – Subsequent Events

~~No material subsequent events were identified as~~On November 4, 2022, we extended the closing date of the ~~issue date~~purchase of ~~these Financial Statements.~~the Village East ground lease to July 1, 2024.

‎

This MD&A should be read in conjunction with the accompanying unaudited consolidated financial statements included in Part I, Item 1 (Financial Statements). The foregoing discussions and analyses contain certain forward-looking statements. Please refer to the “Cautionary Statement Regarding Forward-Looking Statements” included at the conclusion of this section and our “Risk Factors” set forth in our 2021 Form 10-K, Part 1 – Financial Information, Item 1A and the Risk Factors set out below.

Item 2 – Management’s Discussion and Analysis (“MD&A”) of Financial Condition and Results of Operations

The MD&A should be read in conjunction with our consolidated financial statements and related notes in this Report.

General COVID-19 Pandemic Overview & Updates

The cinema exhibition industry has endured significant challenges over the past couple of years. During this time, our Company has

been tested ~~by:~~in various ways, including: (i) the COVID-19 pandemic ~~forced~~forcing us to temporarily close our cinemas worldwide, (ii) the emergence of ~~COVD-19~~COVID-19 variants ~~prolonged~~prolonging our recovery ~~which put~~and putting a strain on our liquidity needs, (iii) increasing relevance of streaming services creating more competition, and ~~(iii) increased competition from streaming service. Plus, as a public company, we did not qualify for any~~(iv) significant portions of the various grants and loans provided by the U.S. Government to many of our private competitors and other businesses. We have met these challenges by carefully and strategically monetizing certain real estate assets.populations avoiding public spaces.

Despite these challenges, our Company continues to persevere. Attendances ~~and cinema cash flow~~ for the quarter and ~~six~~nine months are up compared to the same time periods 2021. Comparing to the same time period in 2019, our business is starting to slowly climb back up to pre-pandemic levels. Our real estate tenants, with the exception of one completing fitout works, are ~~generally speaking,~~ all open and paying rent. The pandemic has been a testament to the durability of our two-pronged, diversified international business strategy and has increased our faith in the future longevity of our Company.

Naturally, the future is not foreseeable and there is always the risk that new ~~COVID~~COVID-19 strains or other issues may emerge. ~~But, we~~However, with a majority of the population vaccinated against COVID-19, it is safe to be cautiously optimistic. We are ~~at this point cautiously optimistic and anticipate~~envisioning a return to athe time ~~when~~where our cinema revenues can support our real estate acquisition and development activities.

Recent Box Office Improvements

The cinema exhibition industry ~~experienced its strongest film slate~~typically experiences a slowdown in terms of blockbuster releases during the ~~second~~third quarter of the year. This is a typical seasonal occurrence year after year, due to unwillingness among production houses to release their blockbuster films outside of peak seasons. However, during the third quarter of 2022, ~~since~~ the ~~onset~~highest grossing films Thor: Love and Thunder, Minions, the Rise of ~~the pandemic. The box office performances of~~ Gru, Top Gun: Maverick, ~~Doctor Strange~~Bullet Train and Elvis significantly surpassed the top film releases during the same time period of the prior year. Although the overall third quarter of 2022 experienced a weaker film slate than in the ~~Multiverse~~prior quarter of ~~Madness,~~ this year, recent box office numbers, and ~~Sonic the Hedgehog 2~~ ~~significantly improved our admissions and cinema revenues, which are approaching pre-COVID-19 levels. Other noteworthy blockbuster films released during the period, include~~ ~~Jurassic World: Dominion, Lightyear, and~~ ~~Fantastic Beasts: The Secrets of Dumbledore. Cinema exhibitors benefited from a higher quality of film product and larger number of film releases as government restrictions ease and patrons’~~patrons' increasing willingness to return to ~~the~~ big screen ~~venues.~~venues, reinforce a rebounding cinema industry and an improved quality of film product from the studios. Looking towards the fourth quarter of 2022, we expect the release of films such as Black Panther: Wakanda Forever, Avatar 2: Way of the Water, and Strange World to drive improved admissions and cinema revenues.

All of our cinemas were open during the current reporting period (excluding those temporarily closed unrelated to the pandemic related government closures). ~~By comparison, nearly a quarter of our circuit was closed for at least a portion of the 2021 period.~~

We continue to ~~be challenged, like~~experience challenges, similar to our competitors and those in the hospitality and food and beverage service industries, ~~generally,~~ with labor shortages, cost increases and uncertainties. Also, our dependance on blockbuster films has adversely affected the film ~~rental~~rent paid to distributors. Operating costs, ~~generally~~ fueled by inflation, continue to ~~increase.~~increase as well. However, our Company continues to overcome and adapt to the existing challenges.

Real Estate Developments

In the United States, ~~we are progressing with the build out of the lower level, ground floor and second floor of our 44 Union Square property in Manhattan. During~~during the first quarter of 2022, we completed a long-term lease of those floors, representing approximately 42 percent of the leasable area in the building, to a national retailer. We have now completed the landlord’s work for our lower level, ground floor and second floor of our 44 Union Square property in Manhattan and turned them over to the tenant for the construction of its tenant improvements. CBRE has been engaged as our exclusive broker for the remainder of the space and while no assurances can be given, we are pleased that they have presented to us in recent months ~~multiple~~ proposals from qualified prospects looking to lease the remainder of the ~~building.~~building

In Australia and New Zealand, all of our tenants remained open and trading with ~~continued health and safety measures in place~~the exception of one tenant completing fit out works as of the date of this report. ~~Most of the rentable~~We have one active retail ~~portions of~~tenant in Courtenay Central, ~~continued~~which continues to be closed due to seismic concerns, ~~however, two tenants remained open~~ and ~~trading.~~one digital signage tenant located on an exterior surface parking lot.

‎

BUSINESS OVERVIEW

We are an internationally diversified company principally focused on the development, ownership, and operation of entertainment and real estate assets in the United States, Australia, and New Zealand. Currently, we operate in two business segments:

Cinema exhibition, through our 63 cinemas.

Real estate, including real estate development and the rental of retail, commercial, and live theatre assets.

We believe these two business segments complement and support one another. Prior to COVID-19, we used cash flows generated by our cinema operations to fund the front-end cash demands of our real estate development business. As a result of COVID-19, we relied more upon income from our real estate assets, and tapped the imbedded value in those assets, to support our Company through the COVID-19 crisis. As COVID-19 impacts decrease, government restrictions ease, ~~and~~ quality film product, and patrons return to our cinemas, we believe we are able to once again rely on the cash flows generated by our cinema portfolio. We are steadfast in our belief that this two-pronged, diversified international business strategy will ~~carry~~keep carrying our Company through these difficult times as we continue to navigate the uncertainty and challenges posed by the global COVID-19 pandemic, including the emergence of new variants.

Key Performance Indicators

A key performance indicator utilized by management is Food and Beverage (“F&B”) Spend Per Patron (“SPP”).

One of our strategic priorities has been and continues to be upgrading the food and beverage menu at a number of our global cinemas. We use SPP as a measure of our performance as compared to the performance of our competitors, as well as a measure of the performance of our food and beverage operations. While ultimately, the profitability of our food and beverage operations depends on a variety of factors, including labor cost and cost of goods sold, we think that this calculation is important to show how well we are doing on a top line basis.

Due to factors discussed in our Cautionary Statement Regarding Forward-Looking Statements that continue to adversely impact cinema attendances, we do not currently believe that a discussion of Reading’s key performance indicators will serve as a useful metric for stockholders. However, we intend to resume providing a discussion of our key performance indicators in future filings.

‎

Cinema Exhibition Overview

We operate our worldwide cinema exhibition businesses through various subsidiaries under various brands:

in the U.S., under the Reading Cinemas, Angelika Film Centers, and Consolidated Theatres brands.

in Australia, under the Reading Cinemas, the State Cinema by Angelika, and for our one unconsolidated joint venture theatre, Event Cinemas brands.

in New Zealand, under the Reading Cinemas and our two unconsolidated joint venture theatres, Rialto ~~theatres~~ Cinemas brands.

Shown in the following table are the number of locations and screens in our cinema circuit in each country, by state/territory/region, our cinema brands, and our interest in the underlying assets as of ~~June~~September 30, 2022.



	State / Territory /	Location	Screen	Interest in Asset ‎Underlying the Cinema
Country	Region	Count⁽³⁾	Count	Leased	Owned	Operating Brands
United States	Hawaii	9	98	9		Consolidated Theatres
	California	7	88	7		Reading Cinemas, Angelika Film Center
	New York	3	16	2	1	Angelika Film Center
	Texas	2	13	2		Angelika Film Center
	New Jersey	1	12	1		Reading Cinemas
	Virginia	1	8	1		Angelika Film Center
	Washington, D.C.	1	3	1		Angelika Film Center
	U.S. Total	24	238	23	1
Australia	Victoria	9	62	9		Reading Cinemas
	New South Wales	6	44	5	1	Reading Cinemas
	Queensland	6	56	3	3	Reading Cinemas, Event Cinemas⁽¹⁾
	Western Australia	2	16	1	1	Reading Cinemas
	South Australia	2	15	2		Reading Cinemas
	Tasmania	2	14	2		Reading Cinemas, State Cinema by Angelika
	Australia Total	27	207	22	5
New Zealand	Wellington	3	18	2	1	Reading Cinemas
	Otago	3	15	2	1	Reading Cinemas, Rialto Cinemas⁽²⁾
	Auckland	2	15	2		Reading Cinemas, Rialto Cinemas⁽²⁾
	Canterbury	1	8	1		Reading Cinemas
	Southland	1	5	1	0	Reading Cinemas
	Bay of Plenty	1	5	0	1	Reading Cinemas
	Hawke's Bay	1	4	0	1	Reading Cinemas
	New Zealand Total	12	70	8	4
GRAND TOTAL		63	515	53	10

(1)Our Company has a 33.3% unincorporated joint venture interest in a 16-screen cinema located in Mt. Gravatt, Queensland managed by Event Cinemas.

(2)Our Company is a 50% joint venture partner in two New Zealand Rialto Cinemas, with a total of 13 screens. We are responsible for the booking of these cinemas and our joint venture partner, Event Cinemas, manages their day-to-day operations.

(3)Our total location ~~count~~counts as of September 30, 2022 reflects all operating cinemas, plus (i) the Reading Cinemas at Courtenay Central in New Zealand which remains closed while we address certain seismic issues and (ii) one Consolidated Theatre in Hawaii ~~currently~~was closed ~~while~~as of September 30, 2022, due to a legal dispute with the ~~landlord is proceeding.~~landlord. Note that as of October 5, 2022, the Company terminated the lease in this one Consolidated Theatre location and completed a de-fit of the cinema premises as of November 9, 2022. The financial results of this Consolidated Theatre location are not material to the revenues or income of the U.S. cinema circuit.

Our cinema revenues consist primarily of ~~admissions,~~cinema ticket sales, F&B sales, screen advertising, gift card purchases, cinema rentals, and online convenience fee revenue generated by the sale of our cinema tickets ~~in-theater or~~ through our websites and mobile apps. Cinema operating expenses consist of the costs directly attributable to the operation of the cinemas, including (i) film rent expense, (ii) operating costs, such as employment costs and utilities, and (iii) occupancy costs. Cinema revenues and certain expenses fluctuate with the availability of quality first run films and the number of weeks such first run films stay in the market. For a breakdown of our current cinema assets that we own and/or manage, please refer to Part I, Item 1 – Our Business of our 2021 Form 10-K. We now present a discussion of recent material developments.

Cinema Additions and Pipeline

The latest additions to our cinema portfolio as of ~~June~~September 30, 2022, were as follows:

Traralgon, Victoria, Australia: On December 15, 2021, we opened a new state-of-the-art five-screen Reading Cinemas in Traralgon, Victoria.

Millers Junction, Victoria, Australia: On June 16, 2021, we opened a new state-of-the-art six screen Reading Cinemas at the expanded Millers Junction Village featuring two TITAN LUXE auditoriums with DOLBY ATMOS immersive sound, luxury recliner seating in all auditoriums, and an enhanced F&B offering.

ByThe landlord for South City Square has been delayed in completing the ~~end of 2022, we~~construction works and turning over the space to us. We now anticipate ~~adding an~~the eight-screen complex ~~scheduled~~ to open in ~~South City Square, Brisbane in Queensland.~~the second half of 2023. The new location will operate under the Angelika Film Center brand. ByAlso by the end of 2023, we anticipate adding a five-screen Reading Cinemas in Busselton in Western Australia. Both new cinema complexes are part of broader multi-use lifestyle/shopping center developments currently under construction.

Cinema Upgrades

As of ~~June~~September 30, 2022, the upgrades to our cinema circuits’ film exhibition technology and amenities over the years are as summarized in the following table:



	Location ‎Count	Screen ‎Count	Location ‎Count⁽⁶⁾	Screen ‎Count
Screen Format
Digital (all cinemas in our cinema circuit)	63	515	63	515
IMAX	1	1	1	1
TITAN XC and LUXE	26	32	26	32
Dine-in Service
Gold Lounge (AU/NZ)⁽¹⁾	9	24	10	26
Premium (AU/NZ)⁽²⁾	16	42	15	40
Spotlight (U.S.)⁽³⁾	1	6	1	6
Upgraded Food & Beverage menu (U.S.)⁽⁴⁾	18	n/a	18	n/a
Premium Seating (features recliner seating)	30	189	30	189
Liquor Licenses⁽⁵⁾	38	n/a	39	n/a

(1)Gold Lounge: This is our "First Class Full Dine-in Service" in our Australian and New Zealand cinemas, which includes an upgraded F&B menu (with alcoholic beverages), luxury recliner seating features (intimate 25-50 seat cinemas) and waiter service.

(2)Premium Service: This is our "Business Class Dine-in Service" in our Australian and New Zealand cinemas, which typically includes upgraded F&B menu (some with alcoholic beverages) and may include luxury recliner seating features (less intimate 80-seat cinemas), but no waiter service.

(3)Spotlight Service: Our first dine-in cinema concept in the U.S. at Reading Cinemas in Murrieta, California. Six of our 17 auditoriums at this cinema feature waiter service before the movie begins with a full F&B menu, luxury recliner seating, and laser focus on customer service. Our Spotlight service has been temporarily suspended since the initial COVID-19 shutdown.

(4)Upgraded Food & Beverage Menu: Features an elevated F&B menu including a menu of locally inspired and freshly prepared items that go beyond traditional concessions, which we have worked with former Food Network executives to create. The elevated menu also includes beer, wine and/or spirits at most of our locations.

(5)Liquor Licenses: Licenses are applicable at each cinema location, rather than each cinema auditorium. As of ~~June~~September 30, 2022, we have pending applications for additional liquor licenses for ~~seven~~six cinemas in the U.S, two in Australia, and one in New Zealand.

(6)The above reflects information as of September 30, 2022. On October 05, 2022, the Company terminated the lease at one Consolidated Theatre in Hawaii.

As of November 09, 2022, the Company vacated the cinema premises.

Recent Enhancements:

United States

Kapolei renovation: On March 3, 2022, we reopened our Consolidated Theatre in Kapolei, in Western Oahu, Hawaii with eight screens featuring recliner seating and a renovation of the lobby areas.

As of ~~June~~September 30, 2022, we have converted 110 of our 238 U.S. auditoriums to luxury recliner seating.

Invercargill renovation: On July 24, 2022, we closed our Reading Cinemas in Invercargill, New Zealand for renovation. In conjunction with the development of a new shopping center being, we renovated our Reading Cinemas to improve the lobby, add facilities for an elevated F&B offer, convert one screen to electric recliner seats, and integrate the cinema foyer into the new state-of-art shopping center. The Company expects the renovated Reading Cinema to re-open before the end of 2022 in conjunction with the launch of the shopping center.

We continue to enhance our proprietary online ticketing and F&B capabilities, improve our contactless experiences, and develop our social media platforms. Our goal is to enhance the convenience and safety of our offerings while promoting guest affinity with our brands. During the ~~second~~third quarter of 2022, we expanded our F&B offering to include on-line in-seat ordering in all of our Gold Lounge cinemas at our Reading Cinemas in ~~Australia.~~Australia and New Zealand.

Cinema Closures

No cinemas are currently closed due to COVID-19 or its variants. As of the date of this Report, ~~one cinema in the United States and~~ two cinemas in New Zealand are closed due to reasons unrelated to the ~~pandemic.~~pandemic, and one Consolidated Theatre in Hawaii has been closed due to a lease termination as described above.

Real Estate Overview

Through our various subsidiaries, we engage in the real estate business through the development, ownership, rental or licensing to third parties of retail, commercial, and live theatre assets. Our real estate business creates long-term value for our stockholders through the continuous improvement and development of our investment and operating properties, including our ETCs. As of ~~June~~September 30, 2022, we own the fee interests in both of our live theatres in Manhattan and in 10 of our cinemas (as presented in the table under Cinema Exhibition Overview). In addition, we:

own our 44 Union Square property in Manhattan comprised of retail and office space which is currently in the lease-up phase. The lower level, ground floor, and second floor of the building are now fully leased to a national ~~retailer,~~retailer. The landlord’s work has been completed for that space, and ~~construction~~has been turned over to the tenant for the ~~retail~~construction of tenant ~~fit out is in process.~~improvements.

own and operate four ETCs known as Newmarket Village (in a suburb of Brisbane), The Belmont Common (in a suburb of Perth), and Cannon Park (in Townsville) in Australia, and Courtenay Central (in Wellington) in New Zealand;

own and operate our administrative office building in Culver City;

own and operate our administrative office building in South Melbourne, Australia;

own and operate the fee interests in two developed commercial properties in Manhattan improved with live theatres comprised of two stages;

own a 75% managing member interest in a limited liability company which in turn owns the fee interest in and improvements constituting our Cinemas ~~1,2,3;~~1,2,3 located in Manhattan;

own 197-acres principally in Pennsylvania from our legacy railroad business, including the Reading Viaduct in downtown Philadelphia; and

exercised our option to purchase the improvements and ground lease comprising our cinema, Village East by Angelika cinema, and headquarters building at 189 Second Avenue in Manhattan.

For a breakdown of our real estate assets, made current by our discussion below, please refer to Part I, Item 1 – Our Business of our 2021 Form 10-K. We now present a discussion of recent material developments.
‎

Value-creating Opportunities

The implementation of most of our Company’s real estate development plans have been delayed due to COVID-19 and the need to conserve capital. However, we intend to continue to emphasize the prudent development of our real estate assets as we emerge from the pandemic.

United States:

44 Union Square Redevelopment (New York, N.Y.) – Initially, during the COVID-19 pandemic, New York City shut down non-essential construction and businesses, including construction work at our site. The shutdown has since been lifted. On August 31, 2020, we received a temporary certificate of occupancy for the core and shell of the building, which has been continuously renewed.

On January 27, 2022, we entered into a long-term lease with a national retailer for the lower level, ground floor and second floor of the building. We ~~expect~~have completed the landlord work with respect to these premises and turned them over to the tenant

for the construction of tenant ~~to take occupancy in 2022, following the completion of certain work for which we are responsible.~~improvements. We have retained CBRE as our leasing agent for the remaining floors of the building. Our leasing team continues to pursue potential tenants to fill the remainder of the space, although no assurances can be given that we will be able to lease the space on acceptable terms in the near term. At the present time, we are in discussions with potential tenants each of whom has indicated an interest in renting all of the remaining space in our building.

This building, hailed as a dramatic pièce de résistance with its first in the city, over 800-piece glass dome, brings the future to New York’s fabled past and was awarded in 2020 the ENR New York’s Best Projects awards for Renovation/Restoration and for Safety. In July 2021, 44 Union Square/Tammany Hall was a jury and popular choice winner in the Architecture and Collaboration concept category of the Architizer A+ Awards, the world’s largest awards program for architecture and building products.

Minetta Lane Theatre (New York, N.Y.) – Prior to COVID-19, our theatre was used by Audible, to present plays featuring a limited cast of one or two characters and special live performance engagements on the Audible streaming service. Due to COVID-19, no shows were presented between March 2020 and October 8, 2021, the date on which public performances resumed. In late 2019, we completed an initial feasibility study for the potential redevelopment of this asset. We will refocus our efforts on this project at a later date. In the interim, ~~we have renewed our~~Audible extended their annual license ~~arrangement with Audible which now extends~~ through ~~March 15, 2023, with a one-year option to extend held by Audible.~~

the first quarter of 2024.

Cinemas 1,2,3 Redevelopment (New York, N.Y.) – ~~We have received the consent of the 25% minority member of the ownership entity for the~~Active redevelopment of the property. We continue to evaluate the potential to redevelop the property as a mixed-use property. As our negotiations with our neighbor for a joint development did not bear fruit and given the closure of our two cinemas in New York City’s Upper East Side, we have determined to continue to operate this location as a cinema for at least the near term. All other redevelopment activitywork related to this location has been suspended, until we are able to develop a better understanding of the ongoing effects of COVID-19 on our ~~assets~~Cinemas 123 asset and its surrounding market. In the ~~market.~~interim, we have determined to continue to operate this location as a cinema for at least the near term.

New Zealand:

Courtenay Central Redevelopment (Wellington) – Located in the heart of Wellington – New Zealand’s capital city – our Courtenay Central property covers, on a consolidated basis through various subsidiaries, 161,000 square feet of land situated proximate to (i) the Te Papa Tongarewa Museum (attracting over 1.5 million visitors annually, pre-COVID), and (ii) across the street from Takina, the site of the future Wellington Convention and Exhibition Centre (wcec.co.nz), the capital’s first premium conference and exhibition space, which is due to be completed in 2023. Despite the COVID-19 pandemic, construction for this major public project has resumed and plans include the creation of a public concourse linking through to Wakefield Street, which is across the street from our Courtenay Central project.

As previously reported, damage from the 2016 Kaikoura earthquake necessitated demolition of our nine-story parking garage at the site, and unrelated seismic issues caused us to close major portions of the existing cinema and retail structure in early 2019. Prior to the COVID-19 pandemic, the real estate team had developed a comprehensive plan featuring a variety of uses to complement and build upon the “destination quality” of the Courtenay Central location. Notwithstanding the COVID-19 pandemic, our real estate team is continuing to work with our consultants, tenants, potential tenants, and city representatives to advance our redevelopment plans for this property. Given the uncertainty surrounding the COVID-19 pandemic, we have no fixed time frame for the commencement of the redevelopment of this property.

In August, our Company settled the outstanding arbitration with General Distributors Limited over an agreement to lease related to the construction of a supermarket and the provision of car parking on our properties in Wellington, NZ. The parties agreed that this agreement to lease has been terminated, with each party bearing their own costs. We consider this settlement to be a positive development, as we now have the necessary flexibility to control a strategic masterplan of our Wellington property assets.

Corporate Matters

Refer to Part I – Financial Information, Item 1 – Notes to Consolidated Financial Statements-- Note 16 – Stock-Based Compensation and Stock Repurchases for details regarding our stock repurchase program and Board, Executive and Employee stock-based remuneration programs.

‎

Please refer to our 2021 Form 10-K for more details on our cinema and real estate segments.

RESULTS OF OPERATIONS

The table below summarizes the results of operations for each of our principal business segments along with the non-segment information for the quarter and ~~six~~nine months ended ~~June~~September 30, 2022, and ~~June~~September 30, 2021, respectively:


		Quarter Ended				% Change		Six Months Ended				% Change			Quarter Ended				% Change		Nine Months Ended				% Change
(Dollars in thousands)	(Dollars in thousands)	June 30, ‎2022		June 30, ‎2021		Fav/ ‎(Unfav)		June 30, ‎2022		June 30, ‎2021		Fav/ ‎(Unfav)		(Dollars in thousands)	September 30, 2022		September 30, 2021		Fav/ ‎(Unfav)		September 30, 2022		September 30, 2021		Fav/ ‎(Unfav)
SEGMENT RESULTS	SEGMENT RESULTS													SEGMENT RESULTS
	Revenue													Revenue
	Cinema exhibition	$	61,770	$	32,715	89	%	$	99,117	$	50,829	95	%	Cinema exhibition	$	48,359		28,751	68	%	$	147,476	$	79,580	85	%
	Real estate		4,032		3,448	17	%		8,195		6,771	21	%	Real estate		4,070		3,177	28	%		12,265		9,948	23	%
	Inter-segment elimination		(1,291)		(130)	(>100)	%		(2,600)		(261)	(>100)	%	Inter-segment elimination		(1,232)		(125)	(>100)	%		(3,833)		(386)	(>100)	%
	Total revenue		64,511		36,033	79	%		104,712		57,339	83	%	Total revenue		51,197		31,803	61	%		155,908		89,142	75	%
	Operating expense													Operating expense
	Cinema exhibition		(52,060)		(31,496)	(65)	%		(91,871)		(53,509)	(72)	%	Cinema exhibition		(46,541)		(29,362)	(59)	%		(138,412)		(82,871)	(67)	%
	Real estate		(2,206)		(2,564)	14	%		(4,363)		(5,219)	16	%	Real estate		(2,352)		(2,683)	12	%		(6,715)		(7,902)	15	%
	Inter-segment elimination		1,291		130	>100	%		2,600		261	>100	%	Inter-segment elimination		1,232		125	>100	%		3,833		386	>100	%
	Total operating expense		(52,975)		(33,930)	(56)	%		(93,634)		(58,467)	(60)	%	Total operating expense		(47,661)		(31,920)	(49)	%		(141,294)		(90,387)	(56)	%
	Depreciation and amortization													Depreciation and amortization
	Cinema exhibition		(3,320)		(3,667)	9	%		(6,896)		(7,245)	5	%	Cinema exhibition		(3,161)		(3,555)	11	%		(10,057)		(10,801)	7	%
	Real estate		(1,658)		(1,747)	5	%		(3,329)		(3,588)	7	%	Real estate		(1,591)		(1,705)	7	%		(4,920)		(5,293)	7	%
	Total depreciation and amortization		(4,978)		(5,414)	8	%		(10,225)		(10,833)	6	%	Total depreciation and amortization		(4,752)		(5,260)	10	%		(14,977)		(16,094)	7	%
	General and administrative expense													General and administrative expense
	Cinema exhibition		(1,389)		(4,897)	72	%		(2,566)		(5,696)	55	%	Cinema exhibition		(794)		(891)	11	%		(3,360)		(6,588)	49	%
	Real estate		(256)		(191)	(34)	%		(482)		(387)	(25)	%	Real estate		(272)		(274)	1	%		(755)		(660)	(14)	%
	Total general and administrative expense		(1,645)		(5,088)	68	%		(3,048)		(6,083)	50	%	Total general and administrative expense		(1,066)		(1,165)	8	%		(4,115)		(7,248)	43	%
	Impairment expense													Impairment expense
	Cinema exhibition		(1,549)		—	(>100)	%		(1,549)		—	(>100)	%	Cinema exhibition		—		—	-	%		(1,549)		—	(>100)	%
	Total impairment expense		(1,549)		—	(>100)	%		(1,549)		—	(>100)	%	Total impairment expense		—		—	-	%		(1,549)		—	(>100)	%
	Segment operating income													Segment operating income
	Cinema exhibition		3,452		(7,345)	>100	%		(3,765)		(15,621)	76	%	Cinema exhibition		(2,137)		(5,057)	58	%		(5,902)		(20,680)	71	%
	Real estate		(88)		(1,054)	92	%		21		(2,423)	>100	%	Real estate		(145)		(1,485)	90	%		(125)		(3,907)	97	%
	Total segment operating income (loss)	$	3,364	$	(8,399)	>100	%	$	(3,744)	$	(18,044)	79	%	Total segment operating income (loss)	$	(2,282)	$	(6,542)	65	%	$	(6,027)	$	(24,587)	75	%
NON-SEGMENT RESULTS	NON-SEGMENT RESULTS													NON-SEGMENT RESULTS
	Depreciation and amortization expense		(268)		(387)	31	%		(546)		(618)	12	%	Depreciation and amortization expense		(258)		(300)	14	%		(804)		(917)	12	%
	General and administrative expense		(4,668)		(3,746)	(25)	%		(9,059)		(7,848)	(15)	%	General and administrative expense		(4,190)		(4,109)	(2)	%		(13,249)		(11,957)	(11)	%
	Interest expense, net		(3,343)		(3,005)	(11)	%		(6,548)		(7,368)	11	%	Interest expense, net		(3,694)		(3,068)	(20)	%		(10,242)		(10,437)	2	%
	Equity earnings of unconsolidated joint ventures		237		283	(16)	%		172		233	(26)	%	Equity earnings of unconsolidated joint ventures		61		(75)	>100	%		233		158	47	%
	Gain (loss) on sale of assets		—		43,241	(>100)	%		—		89,786	(>100)	%	Gain (loss) on sale of assets		(59)		2,559	(>100)	%		(59)		92,345	(>100)	%
	Other income (expense)		3,773		154	>100	%		2,990		1,795	67	%	Other income (expense)		5,455		440	>100	%		8,445		2,236	>100	%
	Income before income taxes		(905)		28,141	(>100)	%		(16,735)		57,936	(>100)	%	Income before income taxes		(4,967)		(11,095)	55	%		(21,703)		46,841	(>100)	%
	Income tax benefit (expense)		(1,538)		(5,547)	72	%		(1,160)		(13,275)	91	%	Income tax benefit (expense)		(332)		895	(>100)	%		(1,492)		(12,380)	88	%
Net income (loss)	Net income (loss)		(2,443)		22,594	(>100)	%		(17,895)		44,661	(>100)	%	Net income (loss)		(5,299)		(10,200)	48	%		(23,195)		34,461	(>100)	%
	Less: net income (loss) attributable to noncontrolling interests		(7)		(108)	94	%		(105)		2,994	(>100)	%	Less: net income (loss) attributable to noncontrolling interests		(122)		(105)	(16)	%		(228)		2,889	(>100)	%
Net income (loss) attributable to Reading International, Inc.	Net income (loss) attributable to Reading International, Inc.	$	(2,436)	$	22,702	(>100)	%	$	(17,790)	$	41,667	(>100)	%	Net income (loss) attributable to Reading International, Inc.	$	(5,177)	$	(10,095)	49	%	$	(22,967)	$	31,572	(>100)	%
Basic earnings (loss) per share	Basic earnings (loss) per share	$	(0.11)	$	1.04	(>100)	%	$	(0.81)	$	1.91	(>100)	%	Basic earnings (loss) per share	$	(0.23)	$	(0.46)	50	%	$	(1.04)	$	1.45	(>100)	%

Consolidated and Non-Segment Results:

~~Second~~Third Quarter and ~~Six~~Nine Months Net Results

Revenue

Revenue for the quarter ended ~~June~~September 30, 2022, increased by ~~$28.5~~$19.4 million, to ~~$64.5~~$51.2 million, when compared to the same period in the prior year. Revenue for the ~~six~~nine months ended ~~June~~September 30, 2022, increased by ~~$47.4~~$66.8 million, to ~~$104.7~~$155.9 million, when compared to the same period in the prior year. These increases were attributable to a stronger film slate, the latest additions to our cinema portfolio (Miller Junction, Victoria, Australia opened on June 16, 2021 and Traralgon, Victoria, Australia opened on December 15, 2021), as well as substantially all of our cinemas

operating during the first ~~six~~nine months of 2022, compared to the same period in 2021, when a portion of our cinemas were closed due to local government mandates for part of the reporting period.

Segment Operating Income/(Loss)

Our total segment operating ~~income~~loss for the quarter ended ~~June~~September 30, 2022, ~~increased~~decreased by ~~$11.8~~$4.3 million, from a loss of ~~$8.4~~$6.5 million to ~~an income~~a loss of ~~$3.4~~$2.3 million, mainly due to our patrons returning to the theaters and a much stronger film slate during the current reporting period, lower general and administrative expense attributable to the costs of the 2021 settlement of certain California employment wage and hour claims, offset by an impairment charge of $1.5 million against certain cinema assets.period.

Our total segment operating loss for the ~~six~~nine months ended ~~June~~September 30, 2022, decreased by ~~$14.3~~$18.6 million, from a loss of ~~$18.0~~$24.6 million to a loss of ~~$3.7~~$6.0 million, primarily due to easing COVID-19 government restrictions and cinema closures and better film content available during the ~~current reporting period.~~first nine months of 2022. This decrease was partially offset by a loss of third-party property income from our Auburn/Redyard ETC, ~~monetization~~which was monetized in June 2021, an increase in occupancy costs related to the monetization of our Invercargill property in August 2021, and an impairment charge of $1.5 million against certain cinema assets.

During the third quarter 2022, both the Australia and New Zealand dollars devalued against U.S dollar. The average Australia dollar exchange rate against the U.S. dollar for the three months in Q3 2022 decreased 7.0% compared to the same period in 2021. The average New Zealand dollar exchange rate against the U.S. dollar for the three months in Q3 2022 decreased 12.5% compared to the same period in 2021. The devaluation of the Australia and New Zealand currencies negatively impacts segment operating income and positively impacts segment operating loss in U.S. dollar terms.

Net Income/(Loss)

Our net ~~income~~loss attributable to Reading International, Inc. for the quarter ended ~~June~~September 30, 2022, decreased by ~~$25.1~~$4.9 million, from ~~22.7~~$10.1 million loss to a loss of ~~$2.4~~$5.2 million when compared to the same period in the prior year. For the ~~six~~nine months ended ~~June~~September 30, 2022, the net income attributable to Reading International, Inc. decreased by ~~$59.5~~$54.5 million, from ~~$41.7~~an income of $31.6 million to a loss of ~~$17.8~~$23.0 million, when compared to the same period in the prior year. These changes are largely due to the prior period profits generated from our asset monetizations that did not reoccur for the quarter and ~~six~~nine months ended ~~June~~September 30, 2022, partially offset by our increased cinema ~~revenues.~~

~~Non-Segment General & Administrative Expenses~~

~~Non-segment general~~revenue and ~~administrative expense for the quarter ended June 30, 2022, increased by $0.9 million, to $4.7 million, compared to the prior year period. This increase is attributable to increased salaries~~foreign exchange gains made on subsidiary companies holding foreign currency and ~~wages and legal fees.~~

Non-segment general and administrative expense for the six months ended June 30, 2022, increased $1.2 million, to $9.1 million compared to the prior year period. This increase is attributable to increased salaries and wages.intercompany loans.

Income Tax Expense

Income tax expense for the ~~quarter~~three months ended ~~June~~September 30, 2022, ~~decreased~~increased by ~~$4.0 million to a tax expense of $1.5~~$1.2 million compared to the equivalent prior-year period. The change between 2022 and 2021 is primarily related to an increase in valuation allowance, partially offset by a decrease in ~~pretax income as well as changes~~ in GILTI tax ~~valuation allowance, and unrecognized tax benefits~~ in 2022.

Income tax expense for the ~~six~~nine months ended ~~June~~September 30, 2022, decreased by ~~$12.1 million to a tax expense of $1.2~~$10.9 million compared to the equivalent prior-year period. The change between 2022 and 2021 is primarily related to a decrease in pretax income as well as changes in GILTI tax, valuation allowance, and unrecognized tax benefits in 2022.

‎

Business Segment Results

Cinema Exhibition

The following table details our cinema exhibition segment operating results for the quarter and ~~six~~nine months ended ~~June~~September 30, 2022, and ~~June~~September 30, 2021, respectively:


															% Change																		% Change
			Quarter Ended						Six Months Ended						Fav/(Unfav)						Quarter Ended						Nine Months Ended						Fav/(Unfav)
(Dollars in thousands)	(Dollars in thousands)		June 30, ‎2022		% of Revenue	June 30, ‎2021		% of Revenue	June 30, ‎2022		% of Revenue	June 30, ‎2021		% of Revenue	Quarter ‎Ended		Six Months Ended		(Dollars in thousands)		September 30, 2022		% of Revenue	September 30, 2021		% of Revenue	September 30, 2022		% of Revenue	September 30, 2021		% of Revenue	Quarter ‎Ended		Nine Months Ended
REVENUE	REVENUE																		REVENUE
	United States	Admissions revenue	$	16,580	27%	$	7,163	22%	$	26,227	26%	$	9,048	17%	>100	%	>100	%	United States	Admissions revenue	$	13,588	28%	$	9,278	32%	$	39,815	27%	$	18,327	23%	46	%	>100	%
		Food & beverage revenue		10,668	17%		4,632	14%		16,765	17%		5,872	12%	>100	%	>100	%		Food & beverage revenue		8,671	18%		6,011	21%		25,436	17%		11,883	15%	44	%	>100	%
		Advertising and other revenue		3,093	5%		1,310	4%		4,865	5%		1,974	4%	>100	%	>100	%		Advertising and other revenue		2,417	5%		1,674	6%		7,281	5%		3,648	5%	44	%	100	%
			$	30,341	49%	$	13,105	40%	$	47,857	48%	$	16,894	33%	>100	%	>100	%			$	24,676	51%	$	16,963	59%	$	72,532	49%	$	33,858	43%	45	%	>100	%
	Australia	Admissions revenue	$	16,539	27%	$	9,898	30%	$	26,720	26%	$	17,360	35%	67	%	54	%	Australia	Admissions revenue	$	12,404	26%	$	5,520	19%	$	39,125	27%	$	22,880	29%	>100	%	71	%
		Food & beverage revenue		8,804	14%		5,163	16%		14,521	15%		8,884	17%	71	%	63	%		Food & beverage revenue		6,486	13%		3,178	11%		21,007	14%		12,063	15%	>100	%	74	%
		Advertising and other revenue		1,458	2%		1,086	3%		2,541	3%		2,019	4%	34	%	26	%		Advertising and other revenue		1,124	2%		658	2%		3,665	2%		2,677	3%	71	%	37	%
			$	26,801	43%	$	16,147	49%	$	43,782	44%	$	28,263	56%	66	%	55	%			$	20,014	41%	$	9,356	33%	$	63,797	43%	$	37,620	47%	>100	%	70	%
	New Zealand	Admissions revenue	$	2,886	5%	$	2,203	7%	$	4,632	5%	$	3,619	7%	31	%	28	%	New Zealand	Admissions revenue	$	2,287	5%	$	1,489	5%	$	6,919	5%	$	5,108	6%	54	%	35	%
		Food & beverage revenue		1,513	2%		1,089	3%		2,455	2%		1,746	3%	39	%	41	%		Food & beverage revenue		1,191	2%		793	3%		3,646	2%		2,539	3%	50	%	44	%
		Advertising and other revenue		230	1%		171	1%		391	1%		307	1%	35	%	27	%		Advertising and other revenue		192	0%		149	1%		582	0%		455	1%	29	%	28	%
			$	4,629	8%	$	3,463	11%	$	7,478	8%	$	5,672	11%	34	%	32	%			$	3,670	8%	$	2,431	8%	$	11,147	8%	$	8,102	10%	51	%	38	%

	Total revenue		$	61,771	100%	$	32,715	100%	$	99,117	100%	$	50,829	100%	89	%	95	%	Total revenue		$	48,360	100%	$	28,750	100%	$	147,476	100%	$	79,580	100%	68	%	85	%
OPERATING EXPENSE	OPERATING EXPENSE																		OPERATING EXPENSE
	United States	Film rent and advertising cost	$	(9,598)	16%	$	(3,418)	11%	$	(14,827)	15%	$	(4,228)	8%	(>100)	%	(>100)	%	United States	Film rent and advertising cost	$	(7,602)	16%	$	(4,953)	17%	$	(22,430)	15%	$	(9,181)	12%	(53)	%	(>100)	%
		Food & beverage cost		(2,626)	4%		(1,096)	3%		(4,200)	4%		(1,410)	2%	(>100)	%	(>100)	%		Food & beverage cost		(2,352)	5%		(1,433)	5%		(6,552)	4%		(2,844)	4%	(64)	%	(>100)	%
		Occupancy expense		(6,280)	10%		(5,897)	18%		(12,330)	13%		(12,150)	24%	(6)	%	(1)	%		Occupancy expense		(6,117)	13%		(4,225)	15%		(18,447)	13%		(16,375)	21%	(45)	%	(13)	%
		Other operating expense		(9,608)	15%		(5,605)	17%		(17,914)	18%		(8,637)	17%	(71)	%	(>100)	%		Other operating expense		(10,489)	22%		(7,278)	25%		(28,403)	19%		(15,915)	20%	(44)	%	(78)	%
			$	(28,112)	45%	$	(16,016)	49%	$	(49,271)	50%	$	(26,425)	51%	(76)	%	(86)	%			$	(26,560)	55%	$	(17,889)	62%	$	(75,832)	51%	$	(44,315)	56%	(48)	%	(71)	%
	Australia	Film rent and advertising cost	$	(7,745)	11%	$	(4,154)	13%	$	(12,185)	12%	$	(7,181)	14%	(86)	%	(70)	%	Australia	Film rent and advertising cost	$	(5,642)	12%	$	(2,267)	8%	$	(17,827)	12%	$	(9,448)	12%	(>100)	%	(89)	%
		Food & beverage cost		(1,769)	3%		(1,108)	3%		(2,965)	3%		(1,944)	4%	(60)	%	(53)	%		Food & beverage cost		(1,287)	3%		(728)	3%		(4,252)	3%		(2,673)	3%	(77)	%	(59)	%
		Occupancy expense		(4,722)	8%		(2,652)	8%		(9,050)	8%		(4,839)	10%	(78)	%	(87)	%		Occupancy expense		(4,215)	9%		(2,665)	9%		(13,265)	9%		(7,504)	9%	(58)	%	(77)	%
		Other operating expense		(5,964)	10%		(4,990)	15%		(11,719)	12%		(8,528)	16%	(20)	%	(37)	%		Other operating expense		(5,625)	12%		(3,557)	12%		(17,344)	12%		(12,085)	15%	(58)	%	(44)	%
			$	(20,200)	32%	$	(12,904)	39%	$	(35,919)	35%	$	(22,492)	44%	(57)	%	(60)	%			$	(16,769)	35%	$	(9,217)	32%	$	(52,688)	36%	$	(31,710)	40%	(82)	%	(66)	%
	New Zealand	Film rent and advertising cost	$	(1,353)	2%	$	(975)	3%	$	(2,073)	2%	$	(1,540)	3%	(39)	%	(35)	%	New Zealand	Film rent and advertising cost	$	(1,013)	2%	$	(646)	2%	$	(3,086)	2%	$	(2,187)	3%	(57)	%	(41)	%
		Food & beverage cost		(301)	1%		(224)	1%		(471)	0%		(349)	1%	(34)	%	(35)	%		Food & beverage cost		(228)	0%		(162)	1%		(699)	0%		(511)	1%	(41)	%	(37)	%
		Occupancy expense		(764)	1%		(320)	1%		(1,615)	2%		(775)	1%	(>100)	%	(>100)	%		Occupancy expense		(768)	2%		(601)	2%		(2,383)	2%		(1,376)	2%	(28)	%	(73)	%
		Other operating expense		(1,331)	2%		(1,057)	3%		(2,522)	3%		(1,927)	4%	(26)	%	(31)	%		Other operating expense		(1,203)	2%		(845)	3%		(3,724)	3%		(2,772)	3%	(42)	%	(34)	%
			$	(3,749)	6%	$	(2,576)	8%	$	(6,681)	7%	$	(4,591)	9%	(46)	%	(46)	%			$	(3,212)	7%	$	(2,254)	8%	$	(9,892)	7%	$	(6,846)	9%	(43)	%	(44)	%

	Total operating expense		$	(52,061)	83%	$	(31,496)	96%	$	(91,871)	92%	$	(53,508)	104%	(65)	%	(72)	%	Total operating expense		$	(46,541)	96%	$	(29,360)	102%	$	(138,412)	94%	$	(82,871)	104%	(59)	%	(67)	%
DEPRECIATION, AMORTIZATION, IMPAIRMENT AND GENERAL AND ADMINISTRATIVE EXPENSE	DEPRECIATION, AMORTIZATION, IMPAIRMENT AND GENERAL AND ADMINISTRATIVE EXPENSE																		DEPRECIATION, AMORTIZATION, IMPAIRMENT AND GENERAL AND ADMINISTRATIVE EXPENSE
	United States	Depreciation and amortization	$	(1,778)	3%	$	(1,820)	6%	$	(3,677)	4%	$	(3,648)	7%	2	%	(1)	%	United States	Depreciation and amortization	$	(1,696)	4%	$	(1,790)	6%	$	(5,373)	4%	$	(5,439)	7%	5	%	1	%
		Impairment of long-lived assets		(1,549)	3%		—	0%		(1,549)	1%		—	0%	(>100)	%	(>100)	%		Impairment of long-lived assets		—	0%		—	0%		(1,549)	1%		—	0%	(>100)	%	(>100)	%
		General and administrative expense		(937)	1%		(4,616)	14%		(1,714)	2%		(5,129)	10%	80	%	67	%		General and administrative expense		(408)	1%		(558)	2%		(2,121)	1%		(5,687)	7%	27	%	63	%
			$	(4,264)	7%	$	(6,436)	20%	$	(6,940)	7%	$	(8,777)	17%	34	%	21	%			$	(2,104)	4%	$	(2,348)	8%	$	(9,043)	6%	$	(11,126)	14%	10	%	19	%
	Australia	Depreciation and amortization	$	(1,318)	2%	$	(1,528)	4%	$	(2,753)	3%	$	(2,955)	6%	14	%	7	%	Australia	Depreciation and amortization	$	(1,281)	3%	$	(1,488)	5%	$	(4,034)	3%	$	(4,443)	6%	14	%	9	%
		General and administrative expense		(452)	1%		(281)	1%		(852)	1%		(568)	1%	(61)	%	(50)	%		General and administrative expense		(387)	1%		(333)	1%		(1,239)	1%		(901)	1%	(16)	%	(38)	%
			$	(1,770)	3%	$	(1,809)	5%	$	(3,605)	4%	$	(3,523)	7%	2	%	(2)	%			$	(1,668)	3%	$	(1,821)	6%	$	(5,273)	4%	$	(5,344)	7%	8	%	1	%
	New Zealand	Depreciation and amortization	$	(224)	0%	$	(319)	1%	$	(466)	0%	$	(642)	1%	30	%	27	%	New Zealand	Depreciation and amortization	$	(184)	0%	$	(277)	1%	$	(650)	0%	$	(919)	1%	34	%	29	%
		General and administrative expense		—	0%		—	0%		—	0%		—	0%	-	%	-	%		General and administrative expense		—	0%		—	0%		—	0%		—	0%	-	%	-	%
			$	(224)	0%	$	(319)	1%	$	(466)	0%	$	(642)	1%	30	%	27	%			$	(184)	0%	$	(277)	1%	$	(650)	0%	$	(919)	1%	34	%	29	%

	Total depreciation, amortization, general and administrative expense		$	(6,258)	10%	$	(8,564)	26%	$	(11,011)	11%	$	(12,942)	25%	27	%	15	%	Total depreciation, amortization, general and administrative expense		$	(3,956)	8%	$	(4,446)	15%	$	(14,966)	10%	$	(17,389)	22%	11	%	14	%
OPERATING INCOME (LOSS) – CINEMA	OPERATING INCOME (LOSS) – CINEMA																		OPERATING INCOME (LOSS) – CINEMA
	United States		$	(2,035)	(3)%	$	(9,347)	(28)%	$	(8,354)	(8)%	$	(18,308)	(36)%	78	%	54	%	United States		$	(3,988)	(8)%	$	(3,274)	(11)%	$	(12,343)	(8)%	$	(21,583)	(27)%	(22)	%	43	%
	Australia			4,831	8%		1,434	4%		4,258	4%		2,248	4%	>100	%	89	%	Australia			1,577	3%		(1,682)	(6)%		5,836	4%		566	1%	>100	%	>100	%
	New Zealand			656	2%		568	2%		331	0%		439	1%	15	%	(25)	%	New Zealand			274	1%		(100)	(0)%		605	0%		337	0%	>100	%	80	%
	Total Cinema operating income (loss)		$	3,452	7%	$	(7,345)	(22)%	$	(3,765)	(4)%	$	(15,621)	(31)%	>100	%	76	%	Total Cinema operating income (loss)		$	(2,137)	(4)%	$	(5,056)	(18)%	$	(5,902)	(4)%	$	(20,680)	(26)%	58	%	71	%

~~Second~~Third Quarter and ~~Six~~Nine Months Results

Revenue

For the quarter ended ~~June~~September 30, 2022, cinema revenue increased by ~~$29.1~~$19.6 million, to ~~$61.8~~$48.4 million compared to the same period in the prior year. This increase is primarily driven by a higher quality and quantity of film product, such as Thor: Love and Thunder, Minions, the Rise of Gru, Top Gun: Maverick, ~~Doctor Strange in the Multiverse of Madness,~~ Bullet Train and Elvis~~and~~ ~~Sonic the Hedgehog 2,~~, along with the easing of government COVID-19 restrictions and improved willingness from patrons to return to the in-person experience of the big screen.

For the ~~six~~nine months ended ~~June~~September 30, 2022, cinema revenue increased by ~~$48.3~~$67.9 million, to ~~$99.1~~$147.5 million compared to the same period in the prior year. This increase is primarily driven by better film product and more ~~days of operation of~~patrons present in our cinemas due to ~~fewer~~COVID-19 closures ~~as a result of government COVID-19 mandates.~~and restrictions being lifted from the previous year.

These favorable results were further enhanced by the opening of our new state-of-the-art cinemas in Millers Junction and Traralgon, Australia in June and December of 2021, respectively.

Cinema Segment Operating Income/(Loss)

Cinema segment operating ~~income~~loss for the quarter ended ~~June~~September 30, 2022, ~~increased~~decreased by ~~$10.8~~$2.9 million, from a loss of ~~$7.3~~$5.1 million to ~~an income~~a loss of ~~$3.5~~$2.1 million when compared to the same period in the prior year. Cinema segment operating loss for the ~~six~~nine months ended ~~June~~September 30, 2022, decreased by ~~$11.9~~$14.8 million, to a loss of ~~$3.8~~$5.9 million when compared to the same period in the prior year, due to fewer government COVID-19 restrictions and a higher quantity and quality of tentpole films released during the first ~~six~~nine months of 2022, partially offset by increased occupancy costs as a result of internal rents being abated in 2021, third-party rents resuming in 2022 and ~~an impairment charge~~film rent percentage increase as of ~~$1.5 million against certain cinema assets.~~result of our dependance on the blockbuster movies shown in 2022.

Operating expense

Operating expense for the quarter ended ~~June~~September 30, 2022, increased by ~~$20.6~~$17.2 million, to ~~$52.1 million.~~$46.5 million, compared to the same quarter in the prior year. Operating expense for the ~~six~~nine months ended ~~June~~September 30, 2022, increased by ~~$38.4~~$55.5 million, to ~~$91.9 million.~~$138.4 million, compared to the same period in the prior year. These increases are due to increased film rent, labor, and utility costs related to higher admissions, and increased occupancy expenses related to cinema ~~rent~~rents that were abated in 2021. The operating expense was further increased by the opening of our new state-of-the-art cinemas in Millers Junction and Traralgon, Australia in June and December of 2021, respectively,

Depreciation, amortization, impairment, general and administrative expense

Depreciation, amortization, impairment and general and administrative expense for the ~~quarter~~nine months ended ~~June~~September 30, 2022, decreased by ~~$2.3~~$2.4 million, to ~~$6.3~~$15.0 million, compared to the same period in the prior year. This decrease in general and administrative expense is attributable to the costs of the 2021 settlement of certain California employment wage and hour claims of $4 million, partially offset by an impairment charge of $1.5 million against certain cinema assets.

Depreciation, amortization, impairment and general and administrative expense for the six months ended June 30, 2022, decreased by $1.9 million, to $11.0 million, compared to the same period in the prior year. This decrease is driven by the same reasons as the quarter.

‎

Real Estate

The following table details our real estate segment operating results for the quarter and ~~six~~nine months ended ~~June~~September 30, 2022 and ~~June~~September 30, 2021, respectively:


			Quarter Ended						Six Months Ended						Fav/(Unfav)						Quarter Ended						Nine Months Ended						Fav/(Unfav)
(Dollars in thousands)	(Dollars in thousands)		June 30, ‎2022		% of ‎Revenue	June 30, ‎2021		% of ‎Revenue	June 30, ‎2022		% of ‎Revenue	June 30, ‎2021		% of ‎Revenue	Quarter Ended		Six Months Ended		(Dollars in thousands)		September 30, 2022		% of ‎Revenue	September 30, 2021		% of ‎Revenue	September 30, 2022		% of ‎Revenue	September 30, 2021		% of ‎Revenue	Quarter Ended		Nine Months Ended
REVENUE	REVENUE																		REVENUE
	United States	Live theatre rental and ancillary income	$	443	11%	$	322	9%	$	959	12%	$	403	5%	38	%	>100	%	United States	Live theatre rental and ancillary income	$	384	9%	$	379	12%	$	1,343	11%	$	782	8%	1	%	72	%
		Property rental income		142	4%		132	4%		303	4%		270	5%	8	%	12	%		Property rental income		143	4%		177	6%		445	4%		447	4%	(19)	%	-	%
				585	15%		454	13%		1,262	16%		673	10%	29	%	88	%				527	13%		556	18%		1,788	15%		1,229	12%	(5)	%	45	%
	Australia	Property rental income		3,052	75%		2,735	80%		6,182	75%		5,609	83%	12	%	10	%	Australia	Property rental income		3,154	77%		2,391	75%		9,336	76%		8,000	80%	32	%	17	%
	New Zealand	Property rental income		395	10%		259	7%		751	9%		489	7%	53	%	54	%	New Zealand	Property rental income		390	10%		230	7%		1,141	9%		718	7%	70	%	59	%

	Total revenue		$	4,032	100%	$	3,448	100%	$	8,195	100%	$	6,771	100%	17	%	21	%	Total revenue		$	4,071	100%	$	3,177	100%	$	12,265	100%	$	9,947	100%	28	%	23	%
OPERATING EXPENSE	OPERATING EXPENSE																		OPERATING EXPENSE
	United States	Live theatre cost	$	(194)	5%	$	(81)	2%	$	(370)	5%	$	(176)	3%	(>100)	%	(>100)	%	United States	Live theatre cost	$	(160)	4%	$	(197)	6%	$	(531)	4%	$	(374)	4%	19	%	(42)	%
		Property cost		(239)	6%		(304)	10%		(564)	7%		(645)	10%	21	%	13	%		Property cost		(330)	8%		(361)	11%		(894)	7%		(1,007)	10%	9	%	11	%
		Occupancy expense		(253)	6%		(474)	14%		(509)	6%		(871)	12%	47	%	42	%		Occupancy expense		(240)	6%		(506)	16%		(750)	6%		(1,376)	14%	53	%	45	%
				(686)	17%		(859)	26%		(1,443)	18%		(1,692)	25%	20	%	15	%				(730)	18%		(1,064)	33%		(2,175)	18%		(2,757)	28%	31	%	21	%
	Australia	Property cost		(539)	13%		(682)	20%		(1,009)	12%		(1,446)	22%	21	%	30	%	Australia	Property cost		(588)	14%		(594)	19%		(1,596)	13%		(2,041)	21%	1	%	22	%
		Occupancy expense		(519)	13%		(576)	16%		(1,041)	12%		(1,176)	17%	10	%	11	%		Occupancy expense		(500)	12%		(527)	17%		(1,541)	13%		(1,703)	17%	5	%	10	%
				(1,058)	26%		(1,258)	36%		(2,050)	24%		(2,622)	39%	16	%	22	%				(1,088)	27%		(1,121)	35%		(3,137)	26%		(3,744)	38%	3	%	16	%
	New Zealand	Property cost		(359)	9%		(340)	10%		(665)	9%		(682)	10%	(6)	%	2	%	New Zealand	Property cost		(420)	10%		(387)	12%		(1,085)	9%		(1,068)	11%	(9)	%	(2)	%
		Occupancy expense		(104)	3%		(107)	3%		(204)	2%		(223)	3%	3	%	9	%		Occupancy expense		(116)	3%		(110)	3%		(318)	3%		(333)	3%	(5)	%	5	%
				(463)	12%		(447)	13%		(869)	11%		(905)	13%	(4)	%	4	%				(536)	13%		(497)	16%		(1,403)	11%		(1,401)	14%	(8)	%	-	%

	Total operating expense		$	(2,207)	55%	$	(2,564)	75%	$	(4,362)	53%	$	(5,219)	77%	14	%	16	%	Total operating expense		$	(2,354)	58%	$	(2,682)	84%	$	(6,715)	55%	$	(7,902)	79%	12	%	15	%
DEPRECIATION, AMORTIZATION, GENERAL AND ADMINISTRATIVE EXPENSE	DEPRECIATION, AMORTIZATION, GENERAL AND ADMINISTRATIVE EXPENSE																		DEPRECIATION, AMORTIZATION, GENERAL AND ADMINISTRATIVE EXPENSE
	United States	Depreciation and amortization	$	(746)	19%	$	(750)	22%	$	(1,499)	19%	$	(1,498)	23%	1	%	-	%	United States	Depreciation and amortization	$	(745)	18%	$	(739)	23%	$	(2,243)	18%	$	(2,237)	22%	(1)	%	-	%
		General and administrative expense		(206)	5%		(120)	3%		(432)	5%		(304)	4%	(72)	%	(42)	%		General and administrative expense		(211)	5%		(192)	6%		(643)	5%		(495)	5%	(10)	%	(30)	%
				(952)	24%		(870)	25%		(1,931)	24%		(1,802)	27%	(9)	%	(7)	%				(956)	23%		(931)	29%		(2,886)	24%		(2,732)	27%	(3)	%	(6)	%
	Australia	Depreciation and amortization	$	(695)	17%	$	(744)	22%	$	(1,386)	17%	$	(1,585)	24%	7	%	13	%	Australia	Depreciation and amortization	$	(655)	16%	$	(724)	23%	$	(2,042)	17%	$	(2,310)	23%	10	%	12	%
		General and administrative expense		(49)	1%		(73)	2%		(51)	1%		(82)	1%	33	%	38	%		General and administrative expense		(60)	1%		(82)	3%		(112)	1%		(164)	2%	27	%	32	%
				(744)	18%		(817)	24%		(1,437)	18%		(1,667)	25%	9	%	14	%				(715)	18%		(806)	25%		(2,154)	18%		(2,474)	25%	11	%	13	%
	New Zealand	Depreciation and amortization		(217)	5%		(252)	7%		(444)	5%		(505)	7%	14	%	12	%	New Zealand	Depreciation and amortization		(191)	5%		(242)	8%		(635)	5%		(747)	8%	21	%	15	%
		General and administrative expense		—	0%		1	(0)%		—	0%		(1)	0%	100	%	100	%		General and administrative expense		—	0%		—	0%		—	0%		—	0%	-	%	-	%
				(217)	5%		(251)	7%		(444)	5%		(506)	7%	14	%	12	%				(191)	5%		(242)	8%		(635)	5%		(747)	8%	21	%	15	%
	Total depreciation, amortization, general and administrative expense		$	(1,913)	47%	$	(1,938)	56%	$	(3,812)	47%	$	(3,975)	59%	1	%	4	%	Total depreciation, amortization, general and administrative expense		$	(1,862)	46%	$	(1,979)	62%	$	(5,675)	46%	$	(5,953)	60%	6	%	5	%
OPERATING INCOME (LOSS) - REAL ESTATE	OPERATING INCOME (LOSS) - REAL ESTATE																		OPERATING INCOME (LOSS) - REAL ESTATE
	United States		$	(1,053)	(26)%	$	(1,275)	(37)%	$	(2,112)	(26)%	$	(2,821)	(42)%	17	%	25	%	United States		$	(1,159)	(28)%	$	(1,439)	(45)%	$	(3,273)	(27)%	$	(4,260)	(43)%	19	%	23	%
	Australia			1,250	31%		660	19%		2,695	33%		1,320	19%	89	%	>100	%	Australia			1,351	33%		464	15%		4,045	33%		1,782	18%	>100	%	>100	%
	New Zealand			(285)	(7)%		(439)	(13)%		(562)	(7)%		(922)	(13)%	35	%	39	%	New Zealand			(337)	(8)%		(509)	(16)%		(897)	(7)%		(1,430)	(14)%	34	%	37	%
	Total real estate operating income (loss)		$	(88)	(2)%	$	(1,054)	(31)%	$	21	0%	$	(2,423)	(36)%	92	%	>100	%	Total real estate operating income (loss)		$	(145)	(4)%	$	(1,484)	(47)%	$	(125)	(1)%	$	(3,908)	(39)%	90	%	97	%

~~Second~~Third Quarter and ~~Six~~Nine Months Results

Revenue

Real estate revenue for the quarter ended ~~June~~September 30, 2022, increased by ~~$0.6~~$0.9 million to ~~$4.0~~$4.1 million, compared to the same period in the prior year. Real estate revenue for the ~~six~~nine months ended ~~June~~September 30, 2022, increased by ~~$1.4~~$2.3 million to ~~$8.2~~$12.3 million, compared to the same period in the prior year. These increases were due to rental revenue generated from our U.S. Live Theatre business unit and an increase in internal rental income in Australia and New Zealand that was abated during 2021. ~~These results were slightly offset by the loss of third-party rental income from the monetization of our Auburn/Redyard ETC in June 2021.~~

Real Estate Segment Income/(Loss)

Real estate segment operating loss for the quarter ended ~~June~~September 30, 2022, decreased by ~~$1.0~~$1.3 million, to ~~$0.09~~a loss of $0.1 million, compared to the same period in the prior year. Real estate segment operating ~~income~~loss for the ~~six~~nine months ended ~~June~~September 30, 2022, ~~increased from~~decreased by $3.8 million to a loss of ~~$2.4 million to an income of $0.02~~$0.1 million, compared to the same period in the prior year.

These changes are attributable to our rental revenue generated from our U.S. Live Theatre business unit and rental income from our Australian and New Zealand properties that was abated in 2021.

Operating Expense

Operating expense for the quarter ended ~~June~~September 30, 2022, decreased by ~~$0.4~~$0.3 million, to ~~$2.2~~$2.4 million. The asset monetization of our Auburn/Redyard ETC and Invercargill ~~property~~properties in 2021 contributed to decreases in operating expenses compared to the prior year periods.

Operating expense for the ~~six~~nine months ended ~~June~~September 30, 2022, decreased by ~~$0.9~~$1.2 million, to ~~$4.4~~$6.7 million. The asset monetization of our Coachella and Manukau landholdings, Auburn/Redyard ETC, and Invercargill property contributed to decreases in operating expenses compared to the prior year periods.

~~Depreciation, Amortization, General and Administrative Expense~~

~~Depreciation, amortization, general and administrative expense for the quarter ended June 30, 2022, remained relatively flat at $1.9 million.~~

~~Depreciation, amortization, general and administrative expense for the six months ended June 30, 2022, decreased slightly by $0.2 million, to $3.8 million.~~

‎

LIQUIDITY AND CAPITAL RESOURCES

Our Financing Strategy

Prior to the interruption to our revenues caused by the COVID-19 pandemic, we had used cash generated from operations and other excess cash to the extent not needed to fund capital investments contemplated by our business plan, to pay down our loans and credit facilities. This provided us with availability under our loan facilities for future use and thereby, reduced interest charges. On a periodic basis, we have reviewed the maturities of our borrowing arrangements and negotiated renewals and extensions where necessary.

Our bank loans with Bank of America, NAB, and Westpac require that our Company comply with certain covenants. Furthermore, our Company’s use of these loan funds is limited due to limitations on the expatriation of funds from Australia and New Zealand to the United States. We believe that our lenders understand that the current situation, relating to the COVID-19 pandemic, is not of our making, that we are doing everything that can reasonably be done, and that, generally speaking, our relationship with our lenders is good.

Our Company remains focused on the various economic factors affecting us as the markets in which we operate emerge from the worst effects of the COVID-19 pandemic, including financial, economic, competitive, regulatory, and other factors, many of which are beyond our control. If our Company is unable to generate sufficient cash flow in the upcoming months or if its cash needs exceed our Company’s borrowing capacity under its available facilities, we could be required to adopt one or more alternatives, such as reducing, delaying or eliminating planned capital expenditures, selling additional assets, or restructuring debt.

For more information about our borrowings, please refer to Part I – Financial Information, Item 1 – Notes to Consolidated Financial Statements-- Note 11 – Borrowings.

‎

4140

The changes in cash and cash equivalents for the ~~six~~nine months ended ~~June~~September 30, 2022, and ~~June~~September 30, 2021, respectively, are discussed as follows:



	Six Months Ended						Nine Months Ended
	June 30,						September 30,
(Dollars in thousands)	2022		2021		% Change		2022		2021		% Change
Net cash provided by (used in) operating activities	$	(17,557)	$	(5,978)	(>100)	%	$	(26,114)	$	(17,760)	(47)	%
Net cash provided by (used in) investing activities		(3,694)		136,903	(>100)	%		(6,419)		133,654	(>100)	%
Net cash provided by (used in) financing activities		(4,249)		(36,839)	88	%		(7,946)		(40,954)	81	%
Effect of exchange rate on cash and restricted cash		(1,622)		(2,456)	34	%		(2,242)		(4,732)	53	%
Increase (decrease) in cash and cash equivalents and restricted cash	$	(27,122)	$	91,630	(>100)	%	$	(42,721)	$	70,208	(>100)	%

Operating activities

Cash used in operating activities for the ~~six~~nine months ended ~~June~~September 30, 2022, increased by ~~$11.6~~$8.4 million, to ~~$17.6~~$26.1 million. This was driven by a ~~$39.0~~$39.4 million increase in net changes in operating assets and liabilities primarily resulting from taxes payable and accounts payable, offset by a ~~$27.4~~$31.1 million decrease mainly attributed to improved cinema operating performance compared to the prior year period.

Investing activities

Cash used in investing activities during the ~~six~~nine months ended ~~June~~September 30, 2022, ~~increased by $140.6 million, to $3.7 million when compared to the same period in 2021. This increase is primarily attributable to the proceeds from~~was $6.4 million. There was no repeat of the monetization of ~~our~~certain assets in the nine months to September 30, 2021, ~~that did not occur~~which led to the raising of $133.7 million of cash from investing activities in ~~the current reporting~~this period.

Financing activities

Cash used in financing activities for the ~~six~~nine months ended ~~June~~September 30, 2022, decreased by ~~$32.6~~$33.0 million, to ~~$4.3~~$8.0 million due to prior year debt repayments discussed in Part 1 – Financial Information, Item 1 – Notes to Consolidated Financial Statements-- Note 11 – Borrowings.

The table below presents the changes in our total available resources (cash and borrowings), debt-to-equity ratio, working capital, and other relevant information addressing our liquidity for the ~~second~~third quarter ended ~~June~~September 30, 2022, and preceding four years:



	As of and for the 6-Months Ended		Year Ended December 31								As of and for the 9-Months Ended		Year Ended December 31
($ in thousands)	June 30, 2022		2021		2020		2019		2018⁽¹⁾		September 30, 2022		2021		2020		2019		2018⁽¹⁾
Total Resources (cash and borrowings)
Cash and cash equivalents (unrestricted)	$	49,905	$	83,251	$	26,826	$	12,135	$	13,127	$	39,628	$	83,251	$	26,826	$	12,135	$	13,127
Unused borrowing facility		12,000		12,000		15,490		73,920		85,886		12,000		12,000		15,490		73,920		85,886
Restricted for capital projects		12,000		12,000		9,377		13,952		30,318		12,000		12,000		9,377		13,952		30,318
Unrestricted capacity		—		—		6,113		59,968		55,568		—		—		6,113		59,968		55,568
Total resources at period end		61,905		95,251		42,316		86,055		99,013		51,628		95,251		42,316		86,055		99,013
Total unrestricted resources at period end		49,905		83,251		32,939		72,103		68,695		39,628		83,251		32,939		72,103		68,695
Debt-to-Equity Ratio
Total contractual facility	$	240,626	$	248,948	$	300,449	$	283,138	$	252,929	$	231,396	$	248,948	$	300,449	$	283,138	$	252,929
Total debt (gross of deferred financing costs)		228,626		236,948		284,959		209,218		167,043		219,396		236,948		284,959		209,218		167,043
Current		61,203		12,060		42,299		37,380		30,393		57,945		12,060		42,299		37,380		30,393
Non-current		167,423		224,888		242,660		171,838		136,650		161,451		224,888		242,660		171,838		136,650
Finance lease liabilities		44		68		209		—		—		36		68		209		—		—
Total book equity		82,227		105,060		81,173		139,616		179,979		69,234		105,060		81,173		139,616		179,979
Debt-to-equity ratio		2.78		2.26		3.51		1.50		0.93		3.17		2.26		3.51		1.50		0.93
Changes in Working Capital
Working capital (deficit)⁽²⁾	$	(77,412)	$	(6,673)	$	(64,140)	$	(84,138)	$	(56,047)	$	(80,217)	$	(6,673)	$	(64,140)	$	(84,138)	$	(56,047)
Current ratio		0.49		0.94		0.47		0.24		0.35		0.42		0.94		0.47		0.24		0.35
Capital Expenditures (including acquisitions)	$	3,661	$	14,428	$	16,759	$	47,722	$	56,827	$	6,387	$	14,428	$	16,759	$	47,722	$	56,827

(1)Please refer to Part II – Notes to Consolidated Financial Statements-- Note 2 – Summary of Significant Accounting Policies – Prior Period Financial Statements Correction of Immaterial Errors of the 2021 Form 10-K for the prior period adjustments for accounting for accrued sales tax deemed not material.

(2)Our working capital is reported as a deficit, as we receive revenue from our cinema business ahead of the time that we have to pay our associated liabilities. We use the money we receive to pay down our borrowings in the first instance.

As of ~~June~~September 30, 2022, we had ~~$49.9~~$39.6 million in cash and cash equivalents compared to $83.3 million on December 31, 2021. On ~~June~~September 30, 2022, our total outstanding borrowings were ~~$228.6~~$219.4 million compared to $236.9 million on December 31, 2021.

We manage our cash, investments, and capital structure to meet the short-term and long-term obligations of our business, while maintaining financial flexibility and liquidity. We forecast, analyze, and monitor our cash flows to enable investment and financing

within the overall constraints of our financial strategy. In the past, we used cash generated from operations and other excess cash to

the extent not needed for any capital expenditures, to pay down our loans and credit facilities providing us some flexibility on our available loan facilities for future use and thereby, reducing interest charges. Following these drawdowns, as of June 30, 2020, our global debt was $275.9 million. Since then, we have reduced our debt to ~~$228.6~~$219.4 million as of ~~June~~September 30, 2022.

CONTRACTUAL OBLIGATIONS, COMMITMENTS AND CONTINGENCIES

The following table provides information with respect to the maturities and scheduled principal repayments of our recorded contractual obligations and certain of our commitments and contingencies, either recorded or off-balance sheet, as of ~~June~~September 30, 2022:



(Dollars in thousands)	2022		2023		2024		2025		2026		Thereafter		Total		2022		2023		2024		2025		2026		Thereafter		Total
Debt⁽¹⁾	$	29,222	$	109,764	$	51,930	$	300	$	314	$	7,490	$	199,020	$	3,264	$	127,495	$	51,095	$	300	$	315	$	7,500	$	189,969
Operating leases, including imputed interest		16,805		33,572		32,122		30,147		27,982		154,598		295,226		7,932		32,915		31,544		29,579		27,702		159,221		288,893
Finance leases, including imputed interest		17		29		—		—		—		—		46		9		28		—		—		—		—		37
Subordinated debt⁽¹⁾		360		747		586		—		—		27,913		29,606		181		747		586		—		—		27,913		29,427
Pension liability		342		684		684		684		684		980		4,058		171		684		684		684		684		1,034		3,941
Estimated interest on debt ⁽²⁾		5,828		8,466		2,948		1,815		1,801		752		21,610		4,028		12,202		3,763		2,245		2,231		967		25,436
Village East purchase option⁽³⁾		—		5,900		—		—		—		—		5,900		—		5,900		—		—		—		—		5,900
Total	$	52,574	$	159,162	$	88,270	$	32,946	$	30,781	$	191,733	$	555,466	$	15,585	$	179,971	$	87,672	$	32,808	$	30,932	$	196,635	$	543,603

(1)Information is presented gross of deferred financing costs.

(2)Estimated interest on debt is based on the anticipated loan balances for future periods and current applicable interest rates.

(3)Represents the lease liability of the option associated with the ground lease purchase of the Village East ~~Cinema.~~Cinema, which on November 4, 2022, we modified to settle on or before July 1, 2024.

Litigation

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.

Please refer to Part I, Item 3 – Legal Proceedings in our 2021 Form 10-K for more information. There have been no material changes to our litigation since our 2021 Form 10-K, except as set forth in Notes to Consolidated Financial Statements-- Note 14 – Commitments and Contingencies included herein in Part I – Financial Information, Item 1 – Financial Statements on this Quarterly Report on Form 10-Q. This note sets out our litigation accounting policies.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements or obligations (including contingent obligations) that have, or are reasonably likely to have, a current or future material effect on our financial condition, changes in the financial condition, revenue or expense, results of operations, liquidity, capital expenditures or capital resources.

CRITICAL ACCOUNTING POLICIES

We believe that the application of the following accounting policies requires significant judgments and estimates in the preparation of our Consolidated Financial Statements and hence, are critical to our business operations and the understanding of our financial results:

(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. 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.

$1.5 million of impairment losses were recorded for long-lived and finite-lived intangible assets for the ~~second~~third quarter and ~~six~~nine months ended ~~June~~September 30, 2022. No impairment losses were recorded for the comparative period.

(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 each 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 ~~second~~third quarter and ~~six~~nine months ended ~~June~~September 30, 2022.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements within the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "may," "will," "expect," "believe," "intend," "future," and "anticipate" and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding the closures and reopening of our cinemas and theatres, including our expectations regarding renovations and addition of cinemas; our expected operating results, including the long-term impact of the COVID-19 pandemic and our ultimate return to pre-pandemic type results; our expectations regarding the recovery and future of the cinema exhibition industry, including the strength of movies anticipated for release in the future and any competitive pressures the industry may face in the future; our expectations regarding people returning to our theatres and continuing to use discretionary funds on entertainment outside of the home; our expectations regarding the impact of streaming and mobile video services on the cinema exhibition industry; our expectations regarding the impact of inflation on disposable income and its effect on customer attendance; our belief regarding the impact of a tightening labor market and supply disruptions on our business; our ~~expectations regarding the enhancement of our proprietary online ticketing capabilities and social media interfaces; our~~ belief regarding the attractiveness of 44 Union Square to potential tenants and ability to lease space on acceptable terms; our expectation regarding the opening of ~~the~~ cinema ~~complex~~complexes located ~~at South City Square,~~in Invercargill, New Zealand and Brisbane QLD; our expectation regarding renovations at the Reading Cinemas in Busselton in Western Australia; our expectations of our liquidity and capital requirements, our reliance on operational cash flows and the allocation of funds and our expectations regarding industry demand and our ability to deliver value for stockholders. our expectations regarding the timing of a court hearing with respect to the Brown Class Action Complaint, the Wagner PAGA Claim and the Wagner Class Action Complaint. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

with respect to our cinema and live theatre operations:

the adverse effects of the COVID-19 pandemic (and its ~~variants~~variants) and other contagious diseases on our Company’s results from operations, liquidity, cash flows, financial condition, and access to credit markets;

the adverse impact of the COVID-19 pandemic (and its variants) and ~~its variants~~other contagious diseases on short-term and/or long-term entertainment, leisure and discretionary spending habits and practices of our patrons;

the decrease in attendance at our cinemas and theatres due to (i) ~~continued~~ health and safety concerns, (ii) a change in consumer behavior in favor of alternative forms of entertainment, or (iii) additional regulatory requirements limiting our seating capacity;

reduction in operating margins (or negative operating margins) due to the implementation of social distancing and other health and safety protocols;

potentially uninsurable liability exposure to customers and staff should they become (or allege that they have become) infected with COVID-19 while at one of our facilities;

unwillingness of employees to report to work due to the adverse effects of the COVID-19 pandemic or to otherwise conduct work under any revised work environment protocols;

the adverse impact that the COVID-19 pandemic may continue to have on the national and global macroeconomic environment;

the disruptions or reductions in the utilization of entertainment, shopping, and hospitality venues, as well as in our operations, due to pandemics, epidemics, widespread health emergencies, or outbreaks of infectious diseases such as COVID-19, or to changing consumer tastes and habits;

the number and attractiveness to moviegoers of the films released in future periods, and potential changes in release dates for motion pictures;

the lack of availability of films in the short- or long-term as a result of (i) major film distributors releasing scheduled films on alternative channels or (ii) disruptions of film production;

the amount of money spent by film distributors to promote their motion pictures;

the licensing fees and terms required by film distributors from motion picture exhibitors in order to exhibit their films;

the comparative attractiveness of motion pictures as a source of entertainment and willingness and/or ability of consumers (i) to spend their dollars on entertainment and (ii) to spend their entertainment dollars on movies in an outside-the-home environment;

the extent to which we encounter competition from other cinema exhibitors, from other sources of outside-the-home entertainment, and from inside-the-home entertainment options, such as “home cinemas” and competitive film product distribution technology, such as, streaming, cable, satellite broadcast, video on demand platforms, and Blu-ray/DVD rentals and sales;

our ability to continue to obtain, to the extent needed, waivers or other financial accommodations from our lenders and landlords;

the impact of major movies being released directly to one of the multitudes of streaming services available;

the impact of certain competitors’ subscription or advance pay programs;

the failure of our new initiatives to gain significant customer acceptance and use or to generate meaningful profits;

the cost and impact of improvements to our cinemas, such as improved seating, enhanced F&B offerings, and other improvements;

disruptions during cinema improvements;

in the U.S., the impact of the termination and phase-out of the so called “Paramount Decree;”

the risk of damage and/or disruption of cinema businesses from earthquakes as certain of our operations are in geologically active areas;

the impact of protests, demonstrations, and civil unrest on, among other things, government policy, consumer willingness to go to the movies, and the spread of COVID-19 and its variants;

additional delays by our landlords in the State of Victoria in the hand-over of cinema space to us which will result in further delays of our planned opening dates; and

labor shortages and increased labor costs related to such shortages and to increasingly costly labor laws and regulations applicable to part time non-exempt workers.

with respect to our real estate development and operation activities:

the impact of the COVID-19 pandemic (and its variants) and ~~its variants~~other contagious diseases may continue to affect many of our tenants at our real estate operations in the United States, Australia, and New Zealand, their ability to pay rent, and to stay in business;

the impact of the COVID-19 pandemic (and its variants) and ~~its variants~~other contagious diseases on our construction projects and on our ability to open construction sites and to secure needed labor and materials;

the impact of the COVID-19 pandemic and its variants on real estate valuations in major urban centers, such as New York;

the rental rates and capitalization rates applicable to the markets in which we operate and the quality of properties that we own;

the ability to negotiate and execute lease agreements with material tenants;

the extent to which we can obtain on a timely basis the various land use approvals and entitlements needed to develop our properties;

the risks and uncertainties associated with real estate development;

the availability and cost of labor and materials;

the ability to obtain all permits to construct improvements;

the ability to finance improvements;

the disruptions to our business from construction and/or renovations;

the possibility of construction delays, work stoppage, and material shortage;

competition for development sites and tenants;

environmental remediation issues;

the extent to which our cinemas can continue to serve as an anchor tenant that will, in turn, be influenced by the same factors as will influence generally the results of our cinema operations;

the increased depreciation and amortization expense as construction projects transition to leased real property;

the ability to negotiate and execute joint venture opportunities and relationships;

the risk of damage and/or disruption of real estate businesses from earthquakes as certain of our operations are in geologically active areas;

the disruptions or reductions in the utilization of entertainment, shopping and hospitality venues, as well as in our operations, due to pandemics, epidemics, widespread health emergencies, or outbreaks of infectious diseases such as COVID-19, or to changing consumer tastes and habits; and

the impact of protests, demonstrations, and civil unrest on government policy, consumer willingness to visit shopping centers, and the spread of COVID-19, among other things.

with respect to our operations generally as an international company involved in both the development and operation of cinemas and the development and operation of real estate and previously engaged for many years in the railroad business in the United States:

our ability to renew, extend, renegotiate or replace our loans that mature in 2023 and beyond;

our ability to grow our Company and provide value to our stockholders;

our ongoing access to borrowed funds and capital and the interest that must be paid on that debt and the returns that must be paid on such capital, and our ability to borrow funds to help cover the cessation of cash flows we ~~are experiencing~~experienced during the COVID-19 pandemic;

our ability to reallocate funds among jurisdictions to meet short-term liquidity needs;

the relative values of the currency used in the countries in which we operate;

the impact that any discontinuance, modification or other reform of London Inter-Bank Offered Rate (LIBOR), or the establishment of alternative reference rates, may have on our LIBOR-based debt instruments;

changes in government regulation, including by way of example, the costs resulting from the requirements of Sarbanes-Oxley;

our labor relations and costs of labor (including future government requirements with respect to minimum wages, shift scheduling, the use of consultants, pension liabilities, disability insurance and health coverage, and vacations and leave);

our exposure from time to time to legal claims and to uninsurable risks, such as those related to our historic railroad operations, including potential environmental claims and health-related claims relating to alleged exposure to asbestos or other substances now or in the future recognized as being possible causes of cancer or other health related problems, and class actions and private attorney general wage and hour and/or safe workplace-based claims; and uncertainty of the outcome of litigation or arbitration related to our various real estate assets and operations;

our exposure to cybersecurity risks, including misappropriation of customer information or other breaches of information security;

the impact of major outbreaks of contagious diseases, such as COVID-19;

the availability of employees and/or their ability or willingness to conduct work under any revised work environment protocols;

the increased risks related to employee matters, including increased employment litigation and claims relating to terminations or furloughs caused by cinema and ETC closures;

our ability to generate significant cash flow from operations if our cinemas and/or ETCs continue to experience demand at levels significantly lower than historical levels, which could lead to a substantial increase in indebtedness and negatively impact our ability to comply with the financial covenants, if applicable, in our debt agreements;

our ability to comply with credit facility covenants and our ability to obtain necessary covenant waivers and necessary credit facility amendments;

changes in future effective tax rates and the results of currently ongoing and future potential audits by taxing authorities having jurisdiction over our various companies;

the impact of the events occurring in Eastern Europe and the conflict taking place in Ukraine;

potential inflationary pressures; and

changes in applicable accounting policies and practices.

The above list is not necessarily exhaustive, as business is by definition unpredictable and risky, and subject to influence by numerous factors outside of our control, such as changes in government regulation or policy, competition, interest rates, supply, technological innovation, changes in consumer taste and fancy, weather, earthquakes, pandemics, such as COVID-19, and the extent to which consumers in our markets have the economic wherewithal to spend money on beyond-the-home entertainment. Refer to Part I, Item 1A - Risk Factors and Part II, Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations of our 2021 Form 10-K, as well as the risk factors set forth in any other filings made under the Securities Act of 1934, as amended, including any of our Quarterly Reports on Form 10-Q, for more information.

Forward-looking statements made by us in this quarterly report are based only on information currently available to us and are current only as of the date of this report. We undertake no obligation to publicly update or to revise any of our forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law. Accordingly, you should always note the date to which our forward-looking statements speak.

4645

Item 3 – Quantitative and Qualitative Disclosure about Market Risk

The SEC requires that registrants include information about potential effects of changes in currency exchange and interest rates in their filings. Several alternatives, all with some limitations, have been offered. We base the following discussion on a sensitivity analysis that models the effects of fluctuations in currency exchange rates and interest rates. This analysis is constrained by several factors, including the following:

It is based on a single point in time; and

It does not include the effects of other complex market reactions that would arise from the changes modeled.

Although the results of such an analysis may be useful as a benchmark, they should not be viewed as forecasts.

Currency Risk

While we report our earnings and net assets in U.S. dollars, substantial portions of our revenue and of our obligations are denominated in either Australian or New Zealand dollars. The value of these currencies can vary significantly compared to the U.S. dollar and compared to each other. We do not hedge the currency risk, but rather have relied upon the natural hedges that exist as a result of the fact that our film costs are typically fixed as a percentage of the box office, and our local operating costs and obligations are likewise typically denominated in local currencies. However, we do have intercompany debt and our ability to service this debt could be adversely impacted by declines in the relative value of the Australian and New Zealand dollars compared to the U.S. dollar. Also, our use of local borrowings to mitigate the business risk of currency fluctuations has reduced our flexibility to move cash between jurisdictions. Set forth below is a chart of the exchange ratios between these three currencies since 1996:

In recent periods, we have paid material intercompany dividends and have repaid intercompany debt, using these proceeds to fund capital investment in the United States. Accordingly, our debt levels in Australia are higher than they would have been if funds had not been returned for such purposes. On a company wide basis, this means that a reduction in the relative strength of the U.S. dollar versus the Australian dollar and/or the New Zealand dollar would effectively raise the overall cost of our borrowing and capital and make it more expensive to return funds from the United States to Australia and New Zealand.

Our Company transacts business in Australia and New Zealand and is subject to risks associated with fluctuating foreign currency exchange rates. During the ~~second~~third quarter of 2022, the average Australian dollar and New Zealand dollar weakened against the U.S. dollar by ~~7.3%~~7.0% and ~~9.1%~~12.5%, respectively, compared to the same period prior year.

At ~~June~~September 30, 2022, approximately ~~36%~~35% and 6%7% of our assets were invested in assets denominated in Australian dollars (Reading Australia) and New Zealand dollars (Reading New Zealand), respectively, including approximately ~~$39.5~~$17.2 million in cash and cash equivalents. At December 31, 2021, approximately 40% and 8% of our assets were invested in assets denominated in Australian

dollars (Reading Australia) and New Zealand dollars (Reading New Zealand), respectively, including approximately $51.8 million in cash and cash equivalents.

Our policy in Australia and New Zealand is to match revenues and expenses, whenever possible, in local currencies. As a result, we have procured a majority of our expenses in Australia and New Zealand in local currencies. Despite this natural hedge, recent movements in foreign currencies and the current holding of U.S. dollars by certain Australian and New Zealand subsidiaries have had an effect on our current earnings. The effect of the translation adjustment on our assets and liabilities noted in our other comprehensive income was a decrease of ~~$9.7~~$8.3 million and ~~$7.0~~$15.3 million for the quarter and ~~six~~nine months ended ~~June~~September 30, 2022, respectively. As we continue to progress our acquisition and development activities in Australia and New Zealand, no assurances can be given that the foreign currency effect on our earnings will not be material in the future.

Historically, our policy has been to borrow in local currencies to finance the development and construction of our long-term assets in Australia and New Zealand. As a result, the borrowings in local currencies have provided somewhat of a natural hedge against the foreign currency exchange exposure. We have also historically paid management fees to the U.S. to cover a portion of our domestic overhead. The fluctuations of the Australian and New Zealand currencies, however, may impact our ability to rely on such funding for ongoing support of our domestic overhead.

We record unrealized foreign currency translation gains or losses that could materially affect our financial position. As of ~~June~~September 30, 2022, and December 31, 2021, the balance of cumulative foreign currency translation adjustments were approximately ~~$0.1~~($8.4) million loss and $6.8 million gain, respectively.

Interest Rate Risk

Our exposure to interest rate risk arises out of our long-term floating-rate borrowings. To manage the risk, we utilize interest rate derivative contracts to convert certain floating-rate borrowings into fixed-rate borrowings. It is our Company’s policy to enter into interest rate derivative transactions only to the extent considered necessary to meet its objectives as stated above. Our Company does not enter into these transactions or any other hedging transactions for speculative purposes.

Historically, we maintain most of our cash and cash equivalent balances in short-term money market instruments with original maturities of three months or less. Due to the short-term nature of such investments, a change of 1% in short-term interest rates would not have a material effect on our financial condition. The negative spread between our borrowing costs and earned interest will exacerbate as we hold cash to provide a safety net to meet our expenses while our cinema operations are closed, and our tenant income curtailed.

We have a combination of fixed and variable interest rate loans. In connection with our variable interest rate loans, a change of approximately 1% in short-term interest rates would have resulted in approximately ~~$446,000~~$427,000 increase or decrease in our quarterly interest expense.

For further discussion on market risks, please refer to Part I, Item 1A – Risk Factors included on our 2021 Form 10-K.

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Item 4 – Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Company’s reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such, term is defined under Rule 13a-15(e) promulgated under the Exchange Act. Based upon that evaluation, we concluded that, as of ~~June~~September 30, 2022, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no other changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the ~~second~~third quarter ended ~~June~~September 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

‎

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PART II – Other Information

Item 1 – Legal Proceedings

The information required under Part II, Item 1 (Legal Proceedings) is incorporated by reference to the information contained in Notes to Consolidated Financial Statements-- Note 14 – Commitments and Contingencies included herein in Part I – Financial Information, Item 1 – Financial Statements on this Quarterly Report on Form 10-Q.

For further details on our legal proceedings, please refer to Part I, Item 3 – Legal Proceedings, contained in our 2021 Form 10-K.

Item 1A – Risk Factors

In addition to the risk factors previously disclosed in our 2021 Form 10-K, the following risk factor was identified:

None.

Item 2 – Sales of Equity Securities and Use of Proceeds

None.

Item 3 – Defaults upon Senior Securities

None.

Item 4 – Mine Safety Disclosure

Not applicable.

Item 5 – Other Information

None.
‎

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Item 6 – Exhibits



31.1*	Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32*	Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following material from our Company’s Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2022, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to the Consolidated Financial Statements.
104	Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)

____________________

* Filed or furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

READING INTERNATIONAL, INC.

Date: ~~August~~November 9, 2022

By: /s/ Ellen M. Cotter

Ellen M. Cotter

President and Chief Executive Officer

Date: ~~August~~November 9, 2022

By: /s/ Gilbert Avanes

Gilbert Avanes

Executive Vice President, Chief Financial Officer and Treasurer

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