Reading International Annual Report 2020 Form 10-K (NASDAQ:RDIB) Published: March 16th, 2020 PDF generated by stocklight.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ______ Commission File No. 1-8625 READING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) ​ NEV ADA 95-3885184 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 5995 Sepulveda Boulevard, Suite 300 Culver City, CA 90230 (Address of principal executive offices) (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 Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐ No ☑ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.Y es ☐ No ☑ Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for shorter period than the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ 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 post such files). Yes ☑ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the 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 ☐ Smaller Reporting Company ☐ 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 ☑ Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of June 28, 2019 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the registrant's voting and non-voting common equity held by non-affiliates based on the closing price on that date as reported by the Nasdaq Stock Market was$ 312,559,671. As of March 13, 2020, there were 20,037,550 shares of class A non-voting common stock, par value $0.01 per share and1 ,680,590 shares of class B voting common stock, par value $0.01 per share, outstanding. Documents Incorporated by Reference Certain portions of the registrant’s definitive Proxy Statement for the 2020 annual meeting of the stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year ended December 31, 2019 are incorporated by reference into Part III of this Annual Report on Form 10-K. READING INTERNATIONAL, INC. ANNUAL REPORT ON FORM 10-K YEAR ENDED DECEMBER 31, 2019 INDEX Page P​ ART I 3 I​ tem 1 – Our Business 3 I​ tem 1A – Risk Factors 17 I​ tem 1B – Unresolved Staff Comments 27 I​ tem 2 – Properties 28 I​ tem 3 – Legal Proceedings 32 I​ tem 4 – Mine Safety Disclosures 32 P​ ART II 32 I​ tem 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 32 I​ tem 6 – Selected Financial Data 35 I​ tem 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations 37 I​ tem 7A – Quantitative and Qualitative Disclosure about Market Risk 65 I​ tem 8 – Financial Statements and Supplementary Data 67 M​ anagement’s Report on Internal Control over Financial Reporting 68 R​ eport of Independent Registered Public Accounting Firm (Consolidated Financial Statements) 69 R​ eport of Independent Registered Public Accounting Firm (Internal Control over Financial Reporting) 70 C​ onsolidated Balance Sheets as of December 31, 2019 and 2018 71 C​ onsolidated Statements of Operations for the Three Years Ended December 31, 2019 72 C​ onsolidated Statements of Comprehensive Income for the Three Years Ended December 31, 2019 73 C​ onsolidated Statements of Stockholders’ Equity for the Three Years Ended December 31, 2019 74 C​ onsolidated Statements of Cash Flows for the Three Years Ended December 31, 2019 75 N​ otes to Consolidated Financial Statements 76 S​ chedule II – Valuation and Qualifying Accounts 119 I​ tem 9 – Change in and Disagreements with Accountants on Accounting and Financial Disclosure 120 I​ tem 9A – Controls and Procedures 120 P​ ART III 121 P​ ART IV 122 I​ tem 15 – Exhibits, Financial Statement Schedules 122 S​ IGNATURES 125 The information in this Annual Report on Form 10-K for the year ended December 31, 2019 ("2019 Form 10-K" or “2019 Annual Report”) contains certain forward-looking statements, including statements related to trends in the Company's business. The Company's actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such a difference include those discussed in "Item 1 – Our Business," "Item 1A – Risk Factors," and "Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations" as well as those discussed elsewhere in this 2019 Form 10-K. PA RT I Item 1 – Our Business GENERAL Reading International, Inc. (“RDI” and collectively with our consolidated subsidiaries and corporate predecessors, the “Company,” “Reading”, “we,” “us,” or “our”) was incorporated in 1999 incident to our reincorporation in the State of Nevada. Our class A non-voting common stock (“Class A Stock”) and class B voting common stock (“Class B Stock”) are listed for trading on the NASDAQ Capital Market (Nasdaq-CM) under the symbols RDI and RDIB, respectively. Our Corporate Headquarters is located in the “Silicon Beach” area of Los Angeles County, at 5995 Sepulveda Blvd, Suite 300, Culver City, California, United States 90230. Our corporate website address is www.ReadingRDI.com. We provide, free of charge on our website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we have electronically filed such material with or furnished it to the Securities and Exchange Commission (www.sec.gov). The contents of our Company website are not incorporated into this report. Our corporate governance charters for our Audit and Conflicts Committee and Compensation and Stock Options Committee are available on our website. During 2019, we repurchased 1,158,601 shares of our Class A non-voting common stock, at an average price of $12.52. On March 10, 2020, our Board of Directors authorized a $25.0 million increase to our stock repurchase program and extended it to March 2, 2022. At the present time, the repurchase program authorization is at $26.0 million. BUSINESS DESCRIPTION Synergistic Diversification and Branding We are a diversified company focused on the development, ownership and operation of entertainment and real property assets in three jurisdictions: (i) United States (“U.S.”), (ii) Australia, and (iii) New Zealand. We group our businesses in two operating segments: · Theatrical Motion Picture Exhibition (“Cinema Exhibition”), through our 60 cinemas. · Real Estate, including real estate development and the rental or licensing of retail, commercial and live theatre assets comprised of approximately 22,188,000 square feet of land and approximately 844,000 square feet of net rentable area. Set forth below is a brief description of the various brands under which we organize our business operations: Business Our Commercial Brands Country Description Website Link Segment / Unit Cinema Exhibition United States Our Reading Cinemas tradename is derived from our Reading Cinemas US / All Countries Australia over 185-year history as the “Reading Railroad” Reading Cinemas AU New Zealand featured on the Monopoly® game board. Under this Reading Cinemas NZ brand, we deliver beyond-the-home entertainment (principally mainstream movies and alternative content and attendant food and beverage) across our three operating jurisdictions. All our cinemas are equipped with the latest state-of-the-art digital equipment, and 22 Reading Cinemas feature at least one TITAN LUXE, TITAN XC or IMAX premium auditorium. And, 19 screens in Reading Cinemas feature luxury recliner seating. United States In 2017, our Consolidated Theatres celebrated 100 Consolidated Theatres years of providing cinematic entertainment in the state of Hawaii. We are the oldest and largest circuit in Hawaii with nine cinemas on the islands of Oahu and Maui.