10-Q 1 form10q.htm FORM 10-Q form10q.htm


 
 
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 30, 2011

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 number 1-8625
 
Reading International, Inc. logo
 
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 No.)
   
500 Citadel Drive, Suite 300
Commerce,  CA
(Address of principal executive offices)
90040
(Zip Code)

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

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 twelve 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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):  Large accelerated filer ¨  Accelerated filer þ  Non-accelerated filer ¨
 
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 4, 2011, there were 21,461,348 shares of Class A Nonvoting Common Stock, $0.01 par value per share and 1,495,490 shares of Class B Voting Common Stock, $0.01 par value per share outstanding.
 


 
 

 
 
READING INTERNATIONAL, INC.  AND SUBSIDIARIES



 Page
 

 
 
Reading International, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
(U.S. dollars in thousands except par value amounts)
   
June 30,
2011
   
December 31, 2010
 
ASSETS
     
Current Assets:
           
Cash and cash equivalents
  $ 38,234     $ 34,568  
Receivables
    6,620       5,470  
Inventory
    917       989  
Investment in marketable securities
    3,142       2,985  
Restricted cash
    2,410       2,159  
Deferred tax asset, net
    2,257       --  
Prepaid and other current assets
    5,788       3,536  
Assets held for sale
    4,531       55,210  
Total current assets
    63,899       104,917  
                 
Property held for and under development
    92,744       35,702  
Property & equipment, net
    225,642       220,250  
Investment in unconsolidated joint ventures and entities
    11,391       10,415  
Investment in Reading International Trust I
    838       838  
Goodwill
    22,541       21,535  
Intangible assets, net
    18,976       20,156  
Deferred tax asset, net
    12,321       --  
Other assets
    11,645       16,536  
Total assets
  $ 459,997     $ 430,349  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current Liabilities:
               
Accounts payable and accrued liabilities
  $ 15,700     $ 15,930  
Film rent payable
    6,773       5,757  
Notes payable – current portion
    35,548       108,124  
Taxes payable
    24,861       23,872  
Deferred current revenue
    8,008       8,727  
Other current liabilities
    204       141  
Total current liabilities
    91,094       162,551  
Notes payable – long-term portion
    157,092       83,784  
Notes payable to related party – long-term
    9,000       9,000  
Subordinated debt
    27,913       27,913  
Noncurrent tax liabilities
    2,267       2,267  
Other liabilities
    33,660       32,195  
Total liabilities
    321,026       317,710  
Commitments and contingencies (Note 13)
               
Stockholders’ equity:
               
Class A non-voting common stock, par value $0.01, 100,000,000 shares authorized, 31,675,518 issued and 21,461,348 outstanding at June 30, 2011 and 31,500,693 issued and 21,308,823 outstanding at December 31, 2010
    218       216  
Class B voting common stock, par value $0.01, 20,000,000 shares authorized and 1,495,490 issued and outstanding at June 30, 2011 and at December 31, 2010
    15       15  
Nonvoting preferred stock, par value $0.01, 12,000 shares authorized and no issued or outstanding shares at June 30, 2011 and at December 31, 2010
    --       --  
Additional paid-in capital
    134,328       134,236  
Accumulated deficit
    (61,083 )     (76,035 )
Treasury shares
    (3,876 )     (3,765 )
Accumulated other comprehensive income
    68,781       57,120  
Total Reading International, Inc. stockholders’ equity
    138,383       111,787  
Noncontrolling interests
    588       852  
Total stockholders’ equity
    138,971       112,639  
Total liabilities and stockholders’ equity
  $ 459,997     $ 430,349  
See accompanying notes to unaudited condensed consolidated financial statements.
 
 
Condensed Consolidated Statements of Operations (Unaudited)
(U.S. dollars in thousands, except per share amounts)

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
Operating Revenue
                       
Cinema
  $ 62,236     $ 52,433     $ 111,710     $ 106,279  
Real estate
    4,866       4,547       9,515       8,742  
Total operating revenue
    67,102       56,980       121,225       115,021  
Operating expense
                               
Cinema
    48,234       41,867       89,709       85,162  
Real estate
    2,521       2,173       4,875       4,376  
Depreciation and amortization
    4,292       3,857       8,421       7,752  
Impairment expense
    --       2,239       --       2,239  
General and administrative
    4,756       4,617       8,990       8,822  
Total operating expense
    59,803       54,753       111,995       108,351  
                                 
Operating income
    7,299       2,227       9,230       6,670  
                                 
Interest income
    409       364       841       646  
Interest expense
    (5,815 )     (4,431 )     (10,178 )     (7,810 )
Net gain (loss) on sale of assets
    (68 )     351       (68 )     351  
Other income (expense)
    91       (129 )     75       (713 )
Income (loss) before income tax benefit (expense), equity earnings of unconsolidated joint ventures and entities, and discontinued operations
    1,916       (1,618 )     (100 )     (856 )
Income tax benefit (expense)
    13,774       (12,201 )     13,138       (12,783 )
Income (loss) before equity earnings of unconsolidated joint ventures and entities, and discontinued operations
     15,690       (13,819 )      13,038       (13,639 )
Equity earnings of unconsolidated joint ventures and entities
    269       266       633       617  
Income (loss) before discontinued operations
    15,959       (13,553 )     13,671       (13,022 )
Income (loss) from discontinued operations, net of tax
    (2 )     (8 )     39       29  
Gain on sale of discontinued operation
    1,656       --       1,656       --  
Net income (loss)
  $ 17,613     $ (13,561 )   $ 15,366     $ (12,993 )
Net income attributable to noncontrolling interests
    (181 )     (153 )     (414 )     (368 )
Net income (loss) attributable to Reading International, Inc. common shareholders
  $ 17,432     $ (13,714 )   $ 14,952     $ (13,361 )
Earnings (loss) per common share attributable to Reading International, Inc. common shareholders – basic and diluted:
                               
Earnings (loss) from continuing operations
  $ 0.69     $ (0.60 )   $ 0.58     $ (0.59 )
Earnings (loss) from discontinued operations, net
    0.07       --       0.07       --  
Basic and diluted earnings (loss) per share attributable to Reading International, Inc. common shareholders
  $ 0.76     $ (0.60 )   $ 0.65     $ (0.59 )
Weighted average number of shares outstanding – basic
    22,789,718       22,797,534       22,749,202       22,754,599  
Weighted average number of shares outstanding – diluted
    22,960,713       22,797,534       22,920,198       22,754,599  

See accompanying notes to unaudited condensed consolidated financial statements.
 
 
Condensed Consolidated Statements of Cash Flows (Unaudited)
(U.S. dollars in thousands)
   
Six Months Ended
 
   
June 30,
 
   
2011
   
2010
 
Operating Activities
           
Net income (loss)
  $ 15,366     $ (12,993 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
               
Loss recognized on foreign currency transactions
    --       14  
Equity earnings of unconsolidated joint ventures and entities
    (633 )     (617 )
Distributions of earnings from unconsolidated joint ventures and entities
    375       616  
Loss provision on impairment of asset
    --       2,239  
Gain on sale of assets
    (1,588 )     (351 )
Change in valuation allowance on net deferred tax assets
    (14,422 )     --  
Gain on sale of marketable securities
    (23 )     --  
Depreciation and amortization
    8,421       7,768  
Amortization of prior service costs
    164       152  
Amortization of above and below market leases
    406       480  
Amortization of deferred financing costs
    621       333  
Amortization of straight-line rent
    496       318  
Stock based compensation expense
    94       26  
Changes in operating assets and liabilities:
               
(Increase) decrease in receivables
    (920 )     2,786  
Decrease in prepaid and other assets
    629       382  
Decrease in accounts payable and accrued expenses
    (750 )     (1,290 )
Increase (decrease) in film rent payable
    814       (859 )
Increase taxes payable
    970       12,797  
Increase (decrease) in deferred revenues and other liabilities
    72       (1,117 )
Net cash provided by operating activities
    10,092       10,684  
Investing activities
               
Acquisitions
    --       (2,891 )
Acquisition deposits paid
    --       (223 )
Purchases of and additions to property and equipment
    (3,183 )     (4,353 )
Change in restricted cash
    (136 )     (1,477 )
Purchase of notes receivable
    (5,034 )     --  
Sale of marketable securities
    123       29  
Distributions of investment in unconsolidated joint ventures and entities
    --       259  
Collection of note receivable
    6,750       --  
Cinema sale proceeds from noncontrolling shareholder
    1,867       --  
Net cash provided by (used in) investing activities
    387       (8,656 )
Financing activities
               
Repayment of long-term borrowings
    (112,425 )     (13,811 )
Proceeds from borrowings
    105,311       15,525  
Capitalized borrowing costs
    (684 )     --  
Repurchase of Class A Nonvoting Common Stock
    (111 )     (251 )
Proceeds from the exercise of stock options
    --       248  
Noncontrolling interest contributions
    --       113  
Noncontrolling interest distributions
    (554 )     (751 )
Net cash provided by (used in) financing activities
    (8,463 )     1,073  
Effect of exchange rate changes on cash and cash equivalents
    1,650       (1,218 )
                 
Increase in cash and cash equivalents
    3,666       1,883  
Cash and cash equivalents at beginning of period
    34,568       24,612  
                 
Cash and cash equivalents at end of period
  $ 38,234     $ 26,495  
                 
Supplemental Disclosures
               
Cash paid during the period for:
               
Interest on borrowings
  $ 8,244     $ 6,963  
Income taxes
  $ 407     $ 469  
Non-cash transactions
               
Foreclosure of a mortgage note to obtain title of the underlying property
  $ 1,125     $ --  
Reduction in note payable associated with acquisition purchase price adjustment
  $ --     $ 4,381  
Deemed distribution
  $ --     $ 877  
Capital lease asset addition
  $ --     $ 4,697  
Capital lease obligation
  $ --     $ 5,573  
 
See accompanying notes to unaudited condensed consolidated financial statements.
 
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
For the Six Months Ended June 30, 2011


Note 1 – Basis of Presentation
 
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 founded in 1983 as a Delaware corporation and reincorporated in 1999 in Nevada.  Our businesses consist primarily of:
 
·  
the development, ownership and operation of multiplex cinemas in the United States, Australia, and New Zealand; and
 
·  
the development, ownership, and operation of retail and commercial real estate in Australia, New Zealand, and the United States.

The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim reporting and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (“SEC”) for interim reporting.  As such, certain information and disclosures typically required by US GAAP for complete financial statements have been condensed or omitted.  The financial information presented in this quarterly report on Form 10-Q for the period ended June 30, 2011 (the “June Report”) should be read in conjunction with our 2010 Annual Report which contains the latest audited financial statements and related notes.  The periods presented in this document are the three (“2011 Quarter”) and six (“2011 Six Months”) months ended June 30, 2011 and the three (“2010 Quarter”) and six (“2010 Six Months”) months ended June 30, 2010.

In the opinion of management, all adjustments of a normal recurring nature considered necessary to present fairly in all material respects our financial position, results of our operations, and cash flows as of and for the three and six months ended June 30, 2011 and 2010 have been made.  The results of operations for the three and six months ended June 30, 2011 and 2010 are not necessarily indicative of the results of operations to be expected for the entire year.

Marketable Securities

We had investments in marketable securities of $3.1 million and $3.0 million at June 30, 2011 and December 31, 2010, respectively.  We account for these investments as available for sale investments.  We assess our investment in marketable securities for other-than-temporary impairments in accordance with Accounting Standards Codification (“ASC”) 320-10 for each applicable reporting period.  These investments have a cumulative unrealized gain (loss) of $126,000 and $(43,000) included in accumulated other comprehensive income at June 30, 2011 and December 31, 2010, respectively.  For the three months and six months ended June 30, 2011, our net unrealized gain (loss) on marketable securities was $(219,000) and $106,000, respectively.  For the three and six months ended June 30, 2010, our net unrealized loss on marketable securities was $474,000 and $256,000, respectively.

Refinanced Long-Term Debt

           On June 24, 2011, we replaced our Australian Corporate Credit Facility with BOS International (“BOSI”) of $115.8 million (AUS$110.0 million) with the proceeds from a new credit facility from National Australia Bank (“NAB”) of $110.5 million (AUS$105.0 million).  See Note 11 – Notes Payable and Subordinated Debt (Trust Preferred Securities).

 
Plans to Refinance Credit Facility

The term of our New Zealand Credit Facility with Westpac matures on March 31, 2012.  Accordingly, the June 30, 2011 outstanding balance of this debt of $23.2 million (NZ$28.0 million) is classified as current on our balance sheet.  We have started discussions with our current lender as to the renewal of this facility.

Other Income/Expense

For the 2011 Quarter, we recorded an other income of $91,000 compared to an other expense of $129,000 for the 2010 Quarter.  The 2011 Quarter other income was primarily related to a gain on the sale of marketable securities and a change in certain long term liabilities and in the 2010 Quarter, the $129,000 other loss included offsetting settlements related to our Burstone litigation and the 2008 sale of our interest in the Botany Downs cinema.
 
 
For the 2011 Six Months, we recorded an other income of $75,000 compared to an other expense of $713,000 for the 2010 Six Months.  The 2011 Six Months other expense was primarily to a gain on the sale of marketable securities and a change in certain long term liabilities and the 2010 Six Months other expense of $713,000 included offsetting settlements related to our Burstone litigation and the 2008 sale of our interest in the Botany Downs cinema and a $605,000 loss associated our Mackie litigation.

Deferred Leasing Costs

We amortize direct costs incurred in connection with obtaining tenants over the respective term of the lease on a straight-line basis.

Deferred Financing Costs

We amortize direct costs incurred in connection with obtaining financing over the term of the loan using the effective interest method, or the straight-line method, if the result is not materially different.  In addition, interest on loans with increasing interest rates and scheduled principal pre-payments, is also recognized using the effective interest method.

Accounting Pronouncements Adopted During 2011

FASB ASU 2010-06 – Fair Value Measurements

ASU 2010-06 requires additional disclosures about the transfers of classifications among the fair value classification levels and the reasons for those changes and separate presentation of purchases, sales, issuances, and settlements in the presentation of the roll forward of Level 3 assets and liabilities.  Those disclosures are effective for interim and annual reporting periods for fiscal years beginning after December 15, 2010.  The adoption of this portion of the ASU did not have a material effect on the Company's financial statements.

New Accounting Pronouncements

There were no other new accounting pronouncements issued during the 2011 Six Months that will have a material impact on our financial statements.


Note 2 – Equity and Stock Based Compensation

Stock Based Compensation

During the six months ended June 30, 2011 and 2010, we issued 174,825 and 148,616, respectively, of Class A Nonvoting shares to certain executive employees associated with the vesting of their prior years’ stock grants.  During the three and six months ended June 30, 2011 and 2010, we accrued $188,000 and $375,000, respectively, in compensation expense associated with the vesting of executive employee stock grants.

Employee/Director Stock Option Plan

We have a long-term incentive stock option plan that provides for the grant to eligible employees, directors, and consultants of incentive or nonstatutory options to purchase shares of our Class A Nonvoting Common Stock and Class B Voting Common Stock. Our 1999 Stock Option Plan expired in November 2009, and was replaced by our new 2010 Stock Incentive Plan, which was approved by the holders of our Class B Voting Common Stock in May 2010.

When the Company’s tax deduction from an option exercise exceeds the compensation cost resulting from the option, a tax benefit is created.  FASB ASC 718-40 relating to Stock-Based Compensation (“FASB ASC 718-40”), requires that excess tax benefits related to stock option exercises be reflected as financing cash inflows instead of operating cash inflows.  For the three and six months ended June 30, 2011 and 2010, there was no impact to the unaudited condensed consolidated statement of cash flows because there were no recognized tax benefits from stock option exercises during these periods.

FASB ASC 718-40 requires companies to estimate forfeitures.  Based on our historical experience and the relative market price to strike price of the options, we do not currently estimate any forfeitures of vested or unvested options.

In accordance with FASB ASC 718-40, we estimate the fair value of our options using the Black-Scholes option-pricing 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 exclude the dividend yield from the calculation, as we intend to retain all earnings.  We expense the estimated grant date fair values of options issued on a straight-line basis over the vesting period.

We did not grant any options during the three and six months ended June 30, 2011 or 2010.

Based on prior years’ assumptions, and, in accordance with the FASB ASC 718-40 modified prospective method, we recorded compensation expense for the total estimated grant date fair value of stock options that vested of $47,000 and $94,000 for the three and six months ended June 30, 2011, respectively, and $8,000 and $22,000 for the three and six months ended June 30, 2010, respectively.  At June 30, 2011, the total unrecognized estimated compensation cost related to non-vested stock options granted was $204,000, which we expect to recognize over a weighted average vesting period of 1.0 years.  60,000 and 90,000 options were exercised during the three and six months ended June 30, 2010 having a realized value of $91,000 and $138,000, respectively, for which we received $166,000 and $248,000, respectively, of cash.  There were no options exercised during the six months ended June 30, 2011.  The grant date fair value of options vesting during the three and six months ended June 30, 2011 was $47,000 and $94,000, respectively, and $8,000 and $22,000 for the three and six months ended June 30, 2010, respectively.  The intrinsic, unrealized value of all options outstanding, vested and expected to vest, at June 30, 2011 was $474,000 of which 67.2% are currently exercisable.

 
-6-

 
Pursuant to both our 1999 Stock Option Plan and our 2010 Stock Incentive Plan, all stock options expire within ten years of their grant date.  The aggregate total number of shares of Class A Nonvoting Common Stock and Class B Voting Common Stock authorized for issuance under our 2010 Stock Incentive Plan is 1,250,000.  At the discretion of our Compensation and Stock Options Committee, the vesting period of stock options is usually between zero and four years.

We had the following stock options outstanding and exercisable as of June 30, 2011 and December 31, 2010:

   
Common Stock Options Outstanding
   
Weighted Average Exercise
Price of Options Outstanding
   
Common Stock Exercisable
Options
   
Weighted Average
Price of Exercisable
Options
 
   
Class A
   
Class B
   
Class A
   
Class B
   
Class A
   
Class B
   
Class A
   
Class B
 
Outstanding- January 1, 2010
    589,750       150,000     $ 5.51     $ 10.24       534,750       150,000     $ 5.62     $ 10.24  
Granted
    122,600       35,100     $ 4.23     $ 8.47                                  
Exercised
    (90,000 )     --     $ 2.76     $ --                                  
Outstanding- December 31, 2010
    622,350       185,100     $ 5.65     $ 9.90       449,750       150,000     $ 6.22     $ 10.24  
No activity
    --       --     $ --     $ --                                  
Outstanding-June 30, 2011
    622,350       185,100     $ 5.65     $ 9.90       449,750       150,000     $ 6.22     $ 10.24  

The weighted average remaining contractual life of all options outstanding, vested, and expected to vest at June 30, 2011 and December 31, 2010 was approximately 4.63 and 5.13 years, respectively.  The weighted average remaining contractual life of the exercisable options outstanding at June 30, 2011 and December 31, 2010 was approximately 3.88 and 4.38 years, respectively.


Note 3 – Business Segments

We organize our operations into two reportable business segments within the meaning of FASB ASC 280-10 - Segment Reporting.  Our reportable segments are (1) cinema exhibition and (2) real estate.  The cinema exhibition segment is engaged in the development, ownership, and operation of multiplex cinemas.  The real estate segment is engaged in the development, ownership, and operation of commercial properties.  Incident to our real estate operations we have acquired, and continue to hold, raw land in urban and suburban centers in Australia and New Zealand.

 
-7-

 
The tables below summarize the results of operations for each of our principal business segments for the three and six months ended June 30, 2011 and 2010, respectively.  Operating expense includes costs associated with the day-to-day operations of the cinemas and the management of rental properties including our live theater assets (dollars in thousands):

Three months ended June 30, 2011
 
Cinema Exhibition
   
Real Estate
   
Intersegment Eliminations
   
Total
 
Revenue
  $ 62,236     $ 6,533     $ (1,667 )   $ 67,102  
Operating expense
    49,901       2,521       (1,667 )     50,755  
Depreciation & amortization
    3,000       1,285       --       4,285  
General & administrative expense
    669       207       --       876  
Segment operating income
  $ 8,666     $ 2,520     $ --     $ 11,186  
 
Three months ended June 30, 2010
 
Cinema Exhibition
   
Real Estate
   
Intersegment Eliminations
   
Total
 
Revenue
  $ 52,433     $ 5,962     $ (1,415 )   $ 56,980  
Operating expense
    43,282       2,173       (1,415 )     44,040  
Depreciation & amortization
    2,555       1,110       --       3,665  
Impairment expense
    --       2,239       --       2,239  
General & administrative expense
    635       481       --       1,116  
Segment operating income (loss)
  $ 5,961     $ (41 )   $ --     $ 5,920  

Reconciliation to net income attributable to Reading International, Inc. shareholders:
 
2011 Quarter
   
2010 Quarter
 
Total segment operating income
  $ 11,186     $ 5,920  
Non-segment:
               
Depreciation and amortization expense
    7       192  
General and administrative expense
    3,880       3,501  
Operating income
    7,299       2,227  
Interest expense, net
    (5,406 )     (4,067 )
Other income (loss)
    91       (129 )
Net gain (loss) on sale of assets
    (68 )     351  
Income tax benefit (expense)
    13,774       (12,201 )
Equity earnings of unconsolidated joint ventures and entities
    269       266  
Income (loss) from discontinued operations
    1,654       (8 )
Net income (loss)
    17,613       (13,561 )
   Net income attributable to the noncontrolling interest
    (181 )     (153 )
Net income (loss) attributable to Reading International, Inc. common shareholders
  $ 17,432     $ (13,714 )
 
Six months ended June 30, 2011
 
Cinema Exhibition
   
Real Estate
   
Intersegment Eliminations
   
Total
 
Revenue
  $ 111,710     $ 12,849     $ (3,334 )   $ 121,225  
Operating expense
    93,043       4,875       (3,334 )     94,584  
Depreciation & amortization
    5,904       2,507       --       8,411  
General & administrative expense
    1,280       394       --       1,674  
Segment operating income
  $ 11,483     $ 5,073     $ --     $ 16,556  

 
Six months ended June 30, 2010
 
Cinema Exhibition
   
Real Estate
   
Intersegment Eliminations
   
Total
 
Revenue
  $ 106,279     $ 11,553     $ (2,811 )   $ 115,021  
Operating expense
    87,973       4,376       (2,811 )     89,538  
Depreciation & amortization
    5,108       2,254       --       7,362  
Impairment expense
    --       2,239       --       2,239  
General & administrative expense
    1,228       706       --       1,934  
Segment operating income
  $ 11,970     $ 1,978     $ --     $ 13,948  
 
 
Reconciliation to net income attributable to Reading International, Inc. shareholders:
 
2011 Six Months
   
2010 Six Months
 
Total segment operating income
  $ 16,556     $ 13,948  
Non-segment:
               
Depreciation and amortization expense
    10       390  
General and administrative expense
    7,316       6,888  
Operating income
    9,230       6,670  
Interest expense, net
    (9,337 )     (7,164 )
Other income (expense)
    75       (713 )
Net gain (loss) on sale of assets
    (68 )     351  
Income tax benefit (expense)
    13,138       (12,783 )
Equity earnings of unconsolidated joint ventures and entities
    633       617  
Income from discontinued operations
    1,695       29  
Net income (loss)
    15,366       (12,993 )
   Net income attributable to the noncontrolling interest
    (414 )     (368 )
Net income (loss) attributable to Reading International, Inc. common shareholders
  $ 14,952     $ (13,361 )


Note 4 – Operations in Foreign Currency

We have significant assets in Australia and New Zealand.  To the extent possible, we conduct our Australian and New Zealand operations on a self-funding basis.  The carrying value of our Australian and New Zealand assets and liabilities fluctuate due to changes in the exchange rates between the US dollar and the functional currency of Australia (Australian dollar) and New Zealand (New Zealand dollar).  We have no derivative financial instruments to hedge against the risk of foreign currency exposure.

Presented in the table below are the currency exchange rates for Australia and New Zealand as of June 30, 2011 and December 31, 2010:

   
US Dollar
 
   
June 30, 2011
   
December 31, 2010
 
Australian Dollar
  $ 1.0732     $ 1.0122  
New Zealand Dollar
  $ 0.8284     $ 0.7687  


Note 5 – Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to Reading International, Inc. common shareholders by the weighted average number of common shares outstanding during the period.  Diluted earnings (loss) per share is computed by dividing the net income (loss) attributable to Reading International, Inc. common shareholders by the weighted average number of common shares outstanding during the period after giving effect to all potentially dilutive common shares that would have been outstanding if the dilutive common shares had been issued.  Stock options and non-vested stock awards give rise to potentially dilutive common shares.  In accordance with FASB ASC 260-10 - Earnings Per Share, these shares are included in the diluted earnings per share calculation under the treasury stock method.  As noted in the table below, due to the small difference between the basic and diluted weighted average common shares, the basic and the diluted earnings (loss) per share are the same for the 2011 Quarter.  The following is a calculation of earnings (loss) per share (dollars in thousands, except share data):


   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
Income (loss) from continuing operations
  $ 15,778     $ (13,706 )   $ 13,257     $ (13,390 )
Income (loss) from discontinued operations
    1,654       (8 )     1,695       29  
Net income (loss) attributable to Reading International, Inc. common shareholders
  $ 17,432     $ (13,714 )   $ 14,952     $ (13,361 )
                                 
Basic and diluted earnings (loss) per share attributable to Reading International, Inc. common share holders:
                               
Earnings (loss) from continuing operations
  $ 0.69     $ (0.60 )   $ 0.58     $ (0.59 )
Earnings from discontinued operations
    0.07       --       0.07       --  
Basic and diluted earnings (loss) per share attributable to Reading International, Inc. common share holders:
  $ 0.76     $ (0.60 )   $ 0.65     $ (0.59 )
Weighted average common stock – basic
    22,789,718       22,797,534       22,749,202       22,754,599  
Weighted average common stock – dilutive
    22,960,713       22,797,534       22,920,198       22,754,599  


For the three and six months ended June 30, 2011, the weighted average common stock – diluted included 170,995 of stock compensation and in-the-money incremental stock options.  For the three and six months ended June 30, 2010, we recorded losses from continuing operations; therefore, we excluded 25,058 of in-the-money incremental stock options from the computation of diluted loss per share because they were anti-dilutive in those periods.  In addition, 714,417 of out-of-the-money stock options were excluded from the computation of diluted earnings (loss) per share for the three and six months ended June 30, 2011, and 624,692 of out-of-the-money stock options were excluded from the computation of diluted earnings (loss) per share for the three and six months ended June 30, 2010.


Note 6 – Property Sold, Property Held for Sale, Property Held For and Under Development, and Property and Equipment

Cinema Sold

Elsternwick Classic Cinema Sale

On April 14, 2011, we sold our 66.7% share of the 5-screen Elsternwick Classic cinema located in Melbourne, Australia to our joint venture partner for $1.9 million (AUS$1.8 million) and recognized a gain on sale of a discontinued operation of $1.7 million (AUS$1.6 million).

Assets Held for Sale

Lake Taupo Motel – Held For Sale

Having obtained a rezoning of the property for multifamily residential use and completed the renovation of the existing motel into condominium units, we listed this property for sale in the fourth quarter of 2010. The condensed statement of operations of Lake Taupo is as follows (dollars in thousands):

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
Total revenue
  $ 71     $ 52     $ 190     $ 160  
Total expenses
    73       60       151       131  


Taringa

In April 2011, we entered into a call option agreement to sell our Taringa Property in Brisbane, Australia for $3.4 million (AUS$3.3 million).  In July 2011, the option holder informed us that he is no longer interested in the property and requested a return of his deposit.  As we continue to pursue selling this property, it is held for sale at June 30, 2011.

Property Held For and Under Development

Held For Sale Property Reclassified to Held For Development – Burwood

In May 2010, we announced our intent to sell and began actively marketing our 50.6-acre Burwood development site in suburban Melbourne.  At June 30, 2011, we had not yet achieved that aim.  Pursuant to ASC 360-10-45, as twelve months had passed since this announcement and we lacked a firm commitment from a buyer, we reclassified the current carrying value of this property of $55.9 million (AUS$52.1 million) from assets held for sale to property held for development on our June 30, 2011 condensed consolidated balance sheet.  Additionally, based on recent valuations, we continue to believe that the fair market value of the property less costs to sell is greater than the current carrying value; therefore, no asset impairment loss was recorded at the time of the reclassification.

As of June 30, 2011 and December 31, 2010, we owned property held for and under development summarized as follows (dollars in thousands):

Property Held For and Under Development
 
June 30,
2011
   
December 31,
2010
 
Land
  $ 87,546     $ 31,689  
Construction-in-progress (including capitalized interest)
    5,198       4,013  
Property Held For and Under Development
  $ 92,744     $ 35,702  


At the beginning of 2010, we curtailed the development activities of our properties under development and are not currently capitalizing interest expense.  As a result, we did not capitalize any interest during the three or six months ended June 30, 2011 or 2010.

Property and Equipment

As of June 30, 2011 and December 31, 2010, we owned investments in property and equipment as follows (dollars in thousands):

Property and equipment
 
June 30,
2011
   
December 31,
2010
 
Land
  $ 66,948     $ 64,845  
Building and improvements
    150,752       142,077  
Leasehold interests
    38,451       37,262  
Construction-in-progress
    555       408  
Fixtures and equipment
    106,704       99,399  
Total cost
    363,410       343,991  
Less: accumulated depreciation
    (137,768 )     (123,741 )
Property and equipment, net
  $ 225,642     $ 220,250  
 
 
    Depreciation expense for property and equipment was $3.6 million and $3.4 million for the three months ended June 30, 2011 and 2010, respectively, and $7.1 million and $6.5 million for the six months ended June 30, 2011 and 2010, respectively.


Note 7 – Investments in Unconsolidated Joint Ventures and Entities

Our investments in unconsolidated joint ventures and entities are accounted for under the equity method of accounting except for Rialto Distribution, which is accounted for as a cost method investment, and, as of June 30, 2011 and December 31, 2010, included the following (dollars in thousands):

   
Interest
   
June 30,
2011
   
December 31,
2010
 
Rialto Distribution
    33.3%     $ --     $ --  
Rialto Cinemas
    50.0%       4,878       4,580  
205-209 East 57th Street Associates, LLC
    25.0%       33       --  
Mt. Gravatt Cinema
    33.3%       6,480       5,835  
Total investments
          $ 11,391     $ 10,415  

For the three and six months ended June 30, 2011 and 2010, we recorded our share of equity earnings (loss) from our investments in unconsolidated joint ventures and entities as follows (dollars in thousands):

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
Rialto Distribution
  $ 55     $ 35     $ 112     $ 35  
Rialto Cinemas
    (65 )     64       (53 )     85  
205-209 East 57th Street Associates, LLC
    --       --       33       --  
Mt. Gravatt Cinema
    279       167       541       497  
Total equity earnings
  $ 269     $ 266     $ 633     $ 617  

The 3-screen complex in Christchurch, New Zealand owned by our Rialto Cinemas joint venture entity (“Rialto Cinemas”), was damaged as a result of the devastating earthquake suffered by that city on February 22, 2011, and has been closed since that date.  Pursuant to the lease on this property, in May 2011, Rialto Cinemas gave notice to the landlord that Rialto Cinemas would be terminating the cinema lease.


Note 8 – Goodwill and Intangible Assets

In accordance with FASB ASC 350-20-35, Goodwill - Subsequent Measurement and Impairment, we perform an annual impairment review in the fourth quarter of our goodwill and other intangible assets on a reporting unit basis, or earlier if changes in circumstances indicate an asset may be impaired.  No such circumstances existed during the 2011 Six Months.  As of June 30, 2011 and December 31, 2010, we had goodwill consisting of the following (dollars in thousands):

   
Cinema
   
Real Estate
   
Total
 
Balance as of December 31, 2010
  $ 16,311     $ 5,224     $ 21,535  
Foreign currency translation adjustment
    1,006       --       1,006  
Balance at June 30, 2011
  $ 17,317     $ 5,224     $ 22,541  
 
 
-12-

 
We have intangible assets other than goodwill that are subject to amortization, which we amortize over various periods.  We amortize our beneficial leases over the lease period, the longest of which is 30 years; our trade name using an accelerated amortization method over its estimated useful life of 45 years; and our other intangible assets over 10 years.  For the three months ended June 30, 2011 and 2010, amortization expense totaled $677,000 and $614,000, respectively; and for the six months ended June 30, 2011 and 2010, amortization expense totaled $1.3 million and $1.3 million, respectively.

Intangible assets subject to amortization consist of the following (dollars in thousands):

 
As of June 30, 2011
 
Beneficial Leases
   
Trade name
   
Other Intangible Assets
   
Total
 
Gross carrying amount
  $ 24,282     $ 7,220     $ 459     $ 31,961  
Less: Accumulated amortization
    10,394       2,273       318       12,985  
   Total, net
  $ 13,888     $ 4,947     $ 141     $ 18,976  

 
As of December 31, 2010
 
Beneficial Leases
   
Trade name
   
Other Intangible Assets
   
Total
 
Gross carrying amount
  $ 24,180     $ 7,220     $ 456     $ 31,856  
Less: Accumulated amortization
    9,435       1,993       272       11,700  
   Total, net
  $ 14,745     $ 5,227     $ 184     $ 20,156  


Note 9 – Prepaid and Other Assets

Prepaid and other assets are summarized as follows (dollars in thousands):

   
June 30,
2011
   
December 31,
2010
 
Prepaid and other current assets
           
Prepaid expenses
  $ 1,414     $ 1,145  
Prepaid taxes
    723       1,044  
Deposits
    154       151  
Note receivable
    2,250       --  
Other
    1,247       1,196  
Total prepaid and other current assets
  $ 5,788     $ 3,536  
                 
Other non-current assets
               
Other non-cinema and non-rental real estate assets
  $ 1,134     $ 1,134  
Long-term deposits
    288       294  
Deferred financing costs, net
    3,972       3,830  
Interest rate swap at fair value – non-qualifying hedge
    --       446  
Other receivable
    --       6,750  
Tenant inducement asset
    1,275       1,327  
Straight-line rent asset
    2,881       2,627  
Mortgage notes receivable
    2,095       --  
Other
    --       128  
Total non-current assets
  $ 11,645     $ 16,536  
 
 
Investment in Notes Receivable

Short Term Note Receivable

On May 15, 2011, in conjunction with a potential purchase of a cinema, we lent $2.3 million to a cinema operator in exchange for a 90-day note receivable.  The note is securitized by three cinemas’ leases and bears an annualized interest of 9.9%.

Other Receivable

On June 14, 2011, we received $6.8 million with respect to the principal and interest owed on a note previously received in connection with a settlement agreement.  We believe that further amounts are owed under that note, and we have begun litigation to collect such amounts.

Mortgage Notes Receivable

On February 14, 2011, we purchased for $2.8 million mortgage notes secured by certain properties.  These mortgage notes were in default on the date of acquisition and were acquired with the intention of acquiring the underlying properties.  In February 2011, we foreclosed on one of these properties valued at $859,000, which is currently classified as a property held for development.  We are currently pursuing our remedies for the other mortgage notes, which at June 30, 2011 remained in default.  We anticipate that we will ultimately acquire the remaining properties.


Note 10 – Income Tax

The provision for income taxes is different from the amount computed by applying U.S. statutory rates to consolidated losses before taxes.  The significant reason for these differences is as follows (dollars in thousands):

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
Expected tax provision (benefit)
  $ 1,510     $ (476 )   $ 729     $ (73 )
Increase (reduction) in taxes resulting from:
                               
Change in valuation allowance, other
    (15,709 )     413       (14,799 )     149  
Foreign income tax provision
    195       147       295       293  
Foreign withholding tax provision
    111       66       214       267  
Tax effect of foreign tax rates on current income
    (152 )     63       (281 )     (76 )
State and local tax provision
    109       127       234       213  
Reserve for federal tax litigation
    162       11,861       470       12,010  
Actual tax provision (benefit)
  $ (13,774 )   $ 12,201     $ (13,138 )   $ 12,783  

Pursuant to ASC 740-10, a provision should be made for the tax effect of earnings of foreign subsidiaries that are not permanently invested outside the United States.  Our intent is that earnings of our foreign subsidiaries are not permanently invested outside the United States.

The Reading Australia consolidated group of subsidiaries generated earnings in the six months ending June 30, 2011, but had no cumulative earnings available for distribution.  No current or cumulative earnings were available for distribution in the Reading New Zealand consolidated group of subsidiaries or in the Puerto Rico subsidiary as of June 30, 2011. We have provided $453,000 in foreign withholding taxes connected with foreign retained earnings.

 
-14-

 
Deferred income taxes reflect the “temporary differences” between the financial statement carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, adjusted by the relevant tax rate.  In accordance with FASB ASC 740-10 – Income Taxes (“ASC 740-10”), we record net deferred tax assets to the extent we believe these assets will more likely than not be realized.  In making such determination, we consider all available positive and negative evidence, including scheduled reversals of deferred tax assets and liabilities, projected future taxable income, tax planning strategies, and recent financial performance.  ASC 740-10 presumes that a valuation allowance is required when there is substantial negative evidence about realization of deferred tax assets, such as a pattern of losses in recent years, coupled with facts that suggest such losses may continue.

In the period ending June 30, 2011, the Company determined that substantial negative evidence regarding the realizable nature of deferred tax assets continues to exist in the U.S., New Zealand, and Puerto Rico subsidiaries, arising from ongoing pre-tax financial losses.  Accordingly, the Company continues to record a full valuation allowance for net deferred tax assets available in these subsidiaries.  After consideration of a number of factors for the Reading Australia group, including its recent history of pretax financial income, its expected future earnings, the increase in market value of its real estate assets, which would cause taxable gain if sold, and having executed in June 2011 a credit facility of over $100 million to resolve potential liquidity issues, the Company determined that it is more likely than not that deferred tax assets in Reading Australia will be realized. Accordingly, during the three months ended June 30, 2011, Reading Australia reversed $13.6 million of the valuation allowance previously recorded against its net deferred tax, which mainly reflects the loss carryforwards available to offset future taxable income in Australia.

We have accrued $27.1 million in income tax liabilities as of June 30, 2011, of which $24.8 million has been classified as income taxes payable and $2.3 million have been classified as non-current tax liabilities. As part of current tax liabilities, we have accrued $20.1 in connection with the Tax Court judgment, dated January 6, 2011, in final disposition of the 1996 tax litigation matter discussed in Note 13 – Commitments and Contingencies below.  We believe these amounts represent an adequate provision for our income tax exposures, including income tax contingencies related to foreign withholding taxes described in Note 12 – Other Liabilities.

We adopted FASB ASC 740-10-25 – Income Taxes - Uncertain Tax Positions (“ASC 740-10-25”) on January 1, 2007.  In connection, we record interest and penalties related to income tax matters as part of income tax expense.

The following table is a summary of the activity related to unrecognized tax benefits, excluding interest and penalties, for the periods ending June 30, 2011, December 31, 2010, and December 31, 2009 (dollars in thousands):

   
Six Months
Ended June 30,
2011
   
Year Ended
December 31,
2010
   
Year Ended
December 31,
2009
 
Unrecognized tax benefits – gross beginning balance
  $ 8,058     $ 11,412     $ 11,271  
Gross increases – prior period tax provisions
    248       --       92  
Gross decreases – prior period tax positions
    (6,235 )     --       --  
Gross increases – current period tax positions
    --       405       219  
Settlements
    --       (3,189 )     --  
Statute of limitations lapse
    --       (570 )     (170 )
Unrecognized tax benefits – gross ending balance
  $ 2,071     $ 8,058     $ 11,412  
 
 
At December 31, 2010, the total balance of the gross unrecognized tax benefit was $20.6 million (of which approximately $12.6 million represents interest).  Of the $20.6 million gross unrecognized tax benefit at December 31, 2010, approximately $19.5 million would impact the effective tax rate if recognized.  For the six months ending June 30, 2011 we recorded a reduction to our gross unrecognized tax benefits of $6.0 million and a decrease to tax interest of $10.5 million, reflecting the Tax Court judgment disposing of the IRS Tax Audit/Litigation case described below, which is a liability no longer in the nature of a reserve for uncertain positions.  The net tax balance is approximately $2.1 million, of which $1.0 million would impact the effective rate if recognized.

It is difficult to predict the timing and resolution of uncertain tax positions.  Based upon the Company’s assessment of many factors, including past experience and judgments about future events, it is probable that within the next 12 months the reserve for uncertain tax positions will increase within a range of $0.6 million to $0.9 million.  The reasons for such changes include but are not limited to tax positions expected to be taken during the next twelve months, reevaluation of current uncertain tax positions, expiring statutes of limitations, and interest related to the ”Tax Audit/Litigation” matter discussed below.

Our company and subsidiaries are subject to U.S. federal income tax, income tax in various U.S. states, and income tax in Australia, New Zealand, and Puerto Rico.

Generally, changes to our federal and most state income tax returns for the calendar year 2006 and earlier are barred by statutes of limitations.  Certain domestic subsidiaries filed federal and state tax returns for periods before these entities became consolidated with us.  These subsidiaries were examined by the IRS for the years 1996 to 1999 and significant tax deficiencies were assessed for those years.  Those deficiencies have been settled, as discussed in “Tax Audit/Litigation,” Note 13 – Commitments and Contingencies.  Our income tax returns of Australia filed since inception in 1995 are generally open for examination because of operating losses.  The income tax returns filed in New Zealand and Puerto Rico for calendar year 2006 and afterward generally remain open for examination as of June 30, 2011.


Note 11 – Notes Payable and Subordinated Debt (Trust Preferred Securities)

Notes payable and subordinated debt (trust preferred securities) are summarized as follows (dollars in thousands):

Name of Note Payable or Security
 
June 30, 2011
Interest Rate
   
December 31, 2010
Interest Rate
   
Maturity Date
   
June 30, 2011
Balance
   
December 31, 2010
Balance
 
BOSI Australian Corporate Credit Facility
    --       6.31%    
June 30, 2011
    $ --     $ 101,726  
NAB Australian Corporate Term Loan
    7.89%       --    
June 30, 2014
      96,588       --  
NAB Australian Corporate Revolver
    7.89%       --    
June 30, 2014
      9,659       --  
Australian Shopping Center Loans
    --       --      2011-2014       537       633  
New Zealand Corporate Credit Facility
    4.15%       4.75%    
March 31, 2012
      23,195       20,370  
Trust Preferred Securities
    9.22%       9.22%    
April 30, 2027
      27,913       27,913  
US Cinemas 1, 2, 3 Term Loan
    6.73%       6.73%    
July 1, 2012
      15,000       15,000  
US GE Capital Term Loan
    5.50%       5.50%    
December 1, 2015
      33,125       37,500  
US Liberty Theaters Term Loans
    6.20%       6.20%    
April 1, 2013
      6,656       6,727  
US Nationwide Loan 1
    8.50%       8.50%    
February 21, 2013
      600       730  
US Nationwide Loan 2
    --       8.50%    
February 21, 2011
      --       1,839  
US Sutton Hill Capital Note – Related Party
    8.25%       8.25%    
December 31, 2013
      9,000       9,000  
US Union Square Term Loan – Sun Life
    5.92%       5.92%    
May 1, 2015
      7,280       7,383  
Total
                          $ 229,553     $ 228,821  

 
-16-

 
Nationwide Notes

Pursuant to the terms of the notes, on February 21, 2011, we paid off our Nationwide Loan 2 of $1.5 million with its $359,000 of accrued interest and paid off the accrued interest of $134,000 included in the Nationwide Loan 1 balance.

Australian Corporate Credit Facility

On June 24, 2011, we replaced our Australian Corporate Credit Facility of $115.8 million (AUS$110.0 million) with BOS International (“BOSI”) with a new credit facility from National Australia Bank (“NAB”) of $110.5 million (AUS$105.0 million).  NAB provided us term debt of $94.7 million (AUS$90.0 million) and $9.5 million (AUS$9.0 million) in line of credit which we used combined with our cash of $1.6 million (AUS$1.5 million) to pay down our $105.8 million (AUS$100.5 million) of outstanding BOSI debt.  The new three-tiered credit facility from NAB (the “NAB Credit Facility”) has a term of three years, due and payable June 30, 2014, and comprises a $94.7 million (AUS$90.0 million) term loan; a $10.5 million (AUS$10.0 million) revolving facility; and a $5.3 million (AUS$5.0 million) guarantee facility.  This loan to Reading Entertainment Australia commenced on June 24, 2011 with an interest rate of between 2.90% and 2.15% above the BBSY bid rate.  The collateral pledged as security under the NAB Credit Facility is equivalent to that pledged to secure the expired BOSI Facility.  The NAB Credit Facility requires annual principal payments of between $7.5 million (AUS$7.0 million) and $9.7 million (AUS$9.0 million) which, it is anticipated, will be paid from Reading Entertainment Australia operating cash flows.  The covenants of the NAB Credit Facility include a fixed charge coverage ratio, a debt service cover ratio, an operating leverage ratio, a loan to value ratio, and other financial covenants.  Additionally, the NAB Credit Facility allows us to only transfer $4.3 million (AUS$4.0 million) per year outside of Australia.  Management believes that maintaining the covenants and payment commitments over the term of the new credit facility can be achieved without any material alteration to the current operating activities of Reading Entertainment Australia.

In conjunction with this NAB Credit Facility, we entered into a five-year interest swap agreement which swaps 100% of our $96.6 million (AUS$90.0 million) variable rate term loan (decreasing in line with scheduled principal repayments) based on BBSY, for a 5.50% fixed rate.  For further information regarding our swap agreements, see Note 17 – Derivative Instruments.
 
 
Note 12 – Other Liabilities

Other liabilities are summarized as follows (dollars in thousands):

   
June 30, 2011
   
December 31, 2010
 
Current liabilities
           
Security deposit payable
  $ 204     $ 141  
                 
Other liabilities
               
Foreign withholding taxes
  $ 5,944     $ 5,944  
Straight-line rent liability
    7,952       7,559  
Capital lease liability
    5,692       5,637  
Environmental reserve
    1,656       1,656  
Accrued pension
    4,596       4,406  
Interest rate swap – non-qualifying hedge
    1,412       181  
Acquired leases
    3,093       3,264  
Other payable
    2,603       2,603  
Other
    712       945  
Other liabilities
  $ 33,660     $ 32,195  

    Included in our other liabilities are accrued pension costs of $4.6 million at June 30, 2011.  The benefits of our pension plans are fully vested, and, as such, no service costs were recognized for the three and six months ended June 30, 2011 and 2010.  Our pension plans are unfunded; therefore, the actuarial assumptions do not include an estimate for expected return on plan assets.  For the three and six months ended June 30, 2011, we recognized $100,000 and $190,000, respectively, of interest cost and $82,000 and $164,000, respectively, of amortized prior service cost.  For the three and six months ended June 30, 2010, we recognized $76,000 and $152,000, respectively, of interest cost and $76,000 and $152,000, respectively, of amortized prior service cost.


Note 13 – Commitments and Contingencies

Unconsolidated Debt

Total debt of unconsolidated joint ventures and entities was $704,000 and $653,000 as of June 30, 2011 and December 31, 2010.  Our share of unconsolidated debt, based on our ownership percentage, was $234,000 and $218,000 as of June 30, 2011 and December 31, 2010.  This debt is guaranteed by one of our subsidiaries to the extent of our ownership percentage.

U.S. Federal Tax Settlement

As indicated in our 2010 Annual Report, our subsidiary, Craig Corporation (“Craig”), and the Internal Revenue Service (the “IRS”) in July 2010, settled the proposed assessment by the IRS against Craig for the 1996 tax year.  The original assessment of $20.1 million plus interest was settled for $5.4 million plus interest, as reflected in the final judgment of the Tax Court dated January 6, 2011.  We anticipate federal and state tax deductions will be available for interest paid to the IRS and to state tax agencies, and that a federal deduction will be available for taxes paid to state tax agencies.  While no assurances can be given, we plan to negotiate an orderly payment of this amount over a reasonable period.

The impact of the settlement upon our liability for state taxes remains uncertain but if the adjustment to income agreed with the IRS were reflected on state returns, it would cause a state tax obligation of approximately $1.4 million plus interest and penalty.  As of June 30, 2011, no deficiency has been asserted by the State of California, and we have made no final decision as to the course of action to be followed if a deficiency were to be asserted.


Note 14 – Noncontrolling interests

Noncontrolling interests are composed of the following enterprises:
 
·  
50% membership interest in Angelika Film Centers LLC (“AFC LLC”) owned by a subsidiary of iDNA, Inc.;
 
·  
25% noncontrolling interest in Australia Country Cinemas Pty Ltd (“ACC”) owned by Panorama Cinemas for the 21st Century Pty Ltd.; and
 
·  
25% noncontrolling interest in the Sutton Hill Properties, LLC owned by SHC.

The components of noncontrolling interests are as follows (dollars in thousands):

   
June 30, 2011
   
December 31, 2010
 
AFC LLC
  $ 580     $ 681  
Australia Country Cinemas
    196       162  
Elsternwick unincorporated joint venture
    --       176  
Sutton Hill Properties
    (188 )     (167 )
Noncontrolling interests in consolidated subsidiaries
  $ 588     $ 852  

The components of income attributable to noncontrolling interests are as follows (dollars in thousands):

   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2011
   
2010
   
2011
   
2010
 
AFC LLC
  $ 181     $ 153     $ 373     $ 345  
Australia Country Cinemas
    62       58       136       118  
Elsternwick Unincorporated Joint Venture
    1       15       25       43  
Sutton Hill Properties
    (63 )     (73 )     (120 )     (138 )
Net income attributable to noncontrolling interest
  $ 181     $ 153     $ 414     $ 368  

Elsternwick Sale

On April 14, 2011, we sold our 66.7% share of the 5-screen Elsternwick Classic cinema located in Melbourne, Australia to our joint venture partner for $1.9 million (AUS$1.8 million) and recognized a gain on sale of a discontinued operation of $1.7 million (AUS$1.6 million).

 
-19-

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

   
Reading International, Inc. Stockholders’ Equity
   
Noncontrolling Interests
   
Total Stockholders’ Equity
 
Equity at – January 1, 2011
  $ 111,787     $ 852     $ 112,639  
Net income
    14,952       414       15,366  
Increase in additional paid in capital
    94       --       94  
Treasury stock purchased
    (111 )     --       (111 )
Distributions to noncontrolling interests
    --       (554 )     (554 )
Cinema sale to noncontrolling shareholder
    --       (148 )     (148 )
Accumulated other comprehensive income
    11,661       24       11,685  
Equity at – June 30, 2011
  $ 138,383     $ 588     $ 138,971  

   
Reading International, Inc. Stockholders’ Equity
   
Noncontrolling Stockholders’ Equity
   
Total Stockholders’ Equity
 
Equity at – January 1, 2010
  $ 108,889     $ 1,374     $ 110,263  
Net income
    (13,361 )     368       (12,993 )
Increase (decrease) in additional paid in capital
    (604 )     113       (491 )
Treasury stock purchased
    (251 )     --       (251 )
Distributions to noncontrolling interests
    --       (751 )     (751 )
Accumulated other comprehensive income
    (8,490 )     (20 )     (8,510 )
Equity at – June 30, 2010
  $ 86,183     $ 1,084     $ 87,267  


Note 15 – Common Stock

Common Stock Issuance

During the six months ended June 30, 2011 and 2010, we issued 174,825 and 148,616, respectively, of Class A Nonvoting shares to certain executive employees associated with their prior years’ stock grants.

For the stock options exercised during 2010, we issued for cash to employees of the corporation under our employee stock option plan 90,000 shares of Class A Nonvoting Common Stock at an exercise price of $2.76 per share.

Treasury Stock Purchases

During the six months ended June 30, 2011 and 2010, we purchased 22,300 and 62,375, respectively, of Class A Nonvoting shares on the open market for $111,000 and $251,000, respectively.
 
 
Note 16 – Comprehensive Income (Loss)

U.S. GAAP requires that the effect of foreign currency translation adjustments and unrealized gains and/or losses on securities that are available-for-sale (“AFS”) be classified as comprehensive income (loss).  The following table sets forth our comprehensive income (loss) for the periods indicated (dollars in thousands):
 
 
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
Net income (loss)
  $ 17,613     $ (13,561 )   $ 15,366     $ (12,993 )
Foreign currency translation gain (loss)
    8,782       (9,434 )     11,437       (8,407 )
Amortization of pension prior service costs
    82       76       164       152  
Realized gain on available for sale investments
    (23 )     --       (23 )     --  
Unrealized gain (loss) on available for sale investments
    (219 )     (474 )     106       (256 )
Comprehensive income (loss)
    26,235       (23,393 )     27,050       (21,504 )
Net income attributable to noncontrolling interest
    (181 )     (153 )     (414 )     (368 )
Comprehensive (income) loss attributable to noncontrolling interest
    (17 )     28       (24 )     20  
Comprehensive income (loss) attributable to Reading International, Inc.
  $ 26,037     $ (23,518 )   $ 26,612     $ (21,852 )


Note 17 – Derivative Instruments

We are exposed to interest rate changes from our outstanding floating rate borrowings.  We manage our fixed to floating rate debt mix to mitigate the impact of adverse changes in interest rates on earnings and cash flows and on the market value of our borrowings.  From time to time, we may enter into interest rate hedging contracts, which effectively convert a portion of our variable rate debt to a fixed rate over the term of the interest rate swap.  In the case of our Australian borrowings, we are presently required to swap no less than 75% of our drawdowns under our Australian Corporate Credit Facility into fixed interest rate obligations.  In conjunction with this NAB Credit Facility, we entered into a five-year interest swap agreement, which swaps 100% of our variable rate loan based on BBSY for a 5.50% fixed rate loan.  Under our GE Capital Term Loan, we are required to swap no less than 50% of our variable rate drawdowns for the first three years of the loan agreement. We elected to swap 100% of the original loan balance on the GE Capital Term Loan and have contracted for balance step-downs that correspond with the loan’s principal payments through December 31, 2013.

The following table sets forth the terms of our interest rate swap derivative instruments at June 30, 2011:

Type of Instrument
 
Notional Amount
   
Pay Fixed Rate
   
Receive Variable Rate
 
Maturity Date
Interest rate swap
  $ 35,625,000       1.34%       0.25%  
December 31, 2013
Interest rate swap
  $ 96,588,000       5.50%       4.99%  
June 30, 2016

In accordance with FASB ASC 815-10-35, Subsequent Valuation of Derivative Instruments and Hedging Instruments (“FASB ASC 815-10-35”), we marked our interest rate swap instruments to market on the consolidated balance sheet resulting in an increase in interest expense of $1.5 million and $1.7 million during the three and six months ended June 30, 2011, respectively, and a $342,000 and $119,000 increase in interest expense during the three and six months ended June 30, 2010, respectively.  At June 30, 2011, we recorded the fair market value of an interest rate swap of $1.4 million as an other long-term liability.  At December 31, 2010, we recorded the fair market value of an interest rate swap and a cap of $446,000 as other long-term assets and an interest rate swap of $181,000 as an other long-term liability.  In accordance with FASB ASC 815-10-35, we have not designated any of our current interest rate swap positions as financial reporting hedges.


Note 18 – Fair Value of Financial Instruments

We measure the following items at fair value on a recurring basis subject to the disclosure requirements of FASB ASC 820-20, Fair Value of Financial Instruments (dollars in thousands):

     
Book Value
   
Fair Value
 
Financial Instrument
 
Level
   
June 30,
2011
   
December 31,
2010
   
June 30,
2011
   
December 31,
2010
 
Cash and cash equivalents
    1     $ 38,234     $ 34,568     $ 38,234     $ 34,568  
Investment in marketable securities
    1     $ 3,142     $ 2,985     $ 3,142     $ 2,985  
Interest rate swap & cap assets
    2     $ --     $ 446     $ --     $ 446  
Interest rate swap liability
    2     $ 1,412     $ 181     $ 1,412     $ 181  

ASC 820-10 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: Observable market based inputs or unobservable inputs that are corroborated by market data.
 
·  
Level 3: Unobservable inputs that are not corroborated by market data (were not used to value any of our assets requiring recurring measurements of fair value).

We used the following methods and assumptions to estimate the fair values of the assets and liabilities:

Level 1 Fair Value Measurements – are based on market quotes of our marketable securities.

Level 2 Fair Value Measurements

Interest Rate Swaps – The fair value of interest rate swaps and cap are estimated using internal discounted cash flow calculations based upon forward interest rate curves, which are corroborated by market data, and quotes obtained from counterparties to the agreements.

Level 3 Fair Value Measurements – we do not have any assets or liabilities that fall into this category for assets measured at fair value on a recurring basis.

Impaired Property - For assets measured on a non-recurring basis, such as real estate assets that are required to be recorded at fair value as a result of an impairment, our estimates of fair value are based on management’s best estimate derived from evaluating market sales data for comparable properties developed by a third party appraiser and arriving at management’s estimate of fair value based on such comparable data primarily based on properties with similar characteristics.

As of June 30, 2011 and December 31, 2010, we held certain items that are required to be measured at fair value on a recurring basis.  These included cash equivalents, available for sale securities, and interest rate derivative contracts.  Cash equivalents consist of short-term, highly liquid, income-producing investments, all of which have maturities of 90 days or less.  Our available-for-sale securities primarily consist of investments associated with the ownership of marketable securities in Australia.  Derivative instruments are related to our economic hedge of interest rates.

 
-22-

 
The fair values of the interest rate swap agreements are determined using the market standard methodology of discounting the future cash payments and cash receipts on the pay and receive legs of the interest swap agreements that have the net effect of swapping the estimated variable rate note payment stream for a fixed rate payment stream over the period of the swap.  The variable interest rates used in the calculation of projected receipts on the interest rate swap and cap agreements are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities.  To comply with the provisions of ASC 820-10, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.  Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by our counterparties and us.  However, as of June 30, 2011 and December 31, 2010, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation and determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.  As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.  The nature of our interest rate swap derivative instruments is described in Note 17 – Derivative Instruments.

We have consistently applied these valuation techniques in all periods presented and believe we have obtained the most accurate information available for the types of derivative contracts we hold.  Additionally, there were no transfers of assets and liabilities between levels 1, 2, or 3 during the three or six months ended June 30, 2011.

Financial Instruments Disclosed at Fair Value

The following table sets forth the carrying value and the fair value of our financial assets and liabilities at June 30, 2011 and December 31, 2010 (dollars in thousands):

   
Book Value
   
Fair Value
 
Financial Instrument
 
June 30,
2011
   
December 31,
2010
   
June 30,
2011
   
December 31,
2010
 
Notes payable
  $ 192,640     $ 191,908     $ 167,883     $ 173,129  
Notes payable to related party
  $ 9,000     $ 9,000     $ N/A     $ N/A  
Subordinated debt (trust preferred securities)
  $ 27,913     $ 27,913     $ 17,250     $ 18,241  

The fair value of notes payable to related party cannot be determined due to the related party nature of the terms of the notes payable.

We estimated the fair value of our secured mortgage notes payable, our unsecured notes payable, trust preferred securities, and other debt instruments by performing discounted cash flow analyses using an appropriate market discount rate.  We calculated the market discount rate by obtaining period-end treasury rates for fixed-rate debt, or LIBOR rates 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 standing, the maturity of the debt, whether the debt is secured or unsecured, and the loan-to-value ratios of the debt.


Note 19 – Casualty Losses

Our 8-screen complex in Christchurch, New Zealand, was damaged as a result of the devastating earthquake suffered by that city on February 22, 2011, and has been closed since that date.  We have earthquake and lost profits insurance on that facility and we are currently in the process of assessing the damage to the property to complete our insurance claims.

 
-23-

 
Additionally, the 3-screen complex in Christchurch, New Zealand owned by our Rialto Cinemas joint venture entity (“Rialto Cinemas”), was damaged as a result of the devastating earthquake suffered by that city on February 22, 2011, and has been closed since that date.  Pursuant to the lease on the property, in May 2011, Rialto Cinemas gave notice to the landlord that Rialto Cinemas would be terminating the cinema lease.


Note 20 – Subsequent Events

Paydown of NAB Revolver

On August 2, 2011, we paid down our NAB revolver by $9.9 million (AUS$9.0 million) resulting in a zero balance on that date.
 
 
-24-

 

We are an internationally diversified company principally focused on the development, ownership, and operation of entertainment and real property assets in the United States, Australia, and New Zealand.  Our concentration in Australia and New Zealand assets has served us well in times of falling US Dollar values, and our strategy in focusing on hard assets is once again beginning to show strength, particularly as commercial real estate values in Manhattan have firmed.

Currently, we operate in two business segments:
 
·  
cinema exhibition, through our 56 multiplex cinemas; and
 
·  
real estate, including real estate development and the rental of retail, commercial and live theater assets.
 
We believe that these two business segments can complement one another, as we can use the comparatively consistent cash flows generated by our cinema operations to fund the front-end cash demands of our real estate development business.

We manage our worldwide cinema exhibition businesses under various different brands:
 
·  
in the US, under the Reading, Angelika Film Center, Consolidated Amusements, and City Cinemas brands;
 
·  
in Australia, under the Reading brand; and
 
·  
in New Zealand, under the Reading and Rialto brands.

We believe cinema exhibition to be a business that will likely continue to generate relatively consistent cash flows in the years ahead.  We base this on our belief that people will continue to spend some reasonable portion of their entertainment dollar on entertainment outside of the home and that, when compared to other forms of outside the home entertainment; movies continue to be a popular and competitively priced option.  While we see the cinema exhibition as a mature industry, we anticipate that our cinema operations will continue as our main source of cash flow and will support our real estate oriented activities and may from time to time add cinemas.  In this regard, we anticipate opening in late 2012 a new “Angelika” 8-screen cinema in a new retail development currently under construction in Merrifield, Virginia, and have entered into an agreement to purchase an established 17-screen multiplex in California.

In short, while we do have operating company attributes, we see ourselves principally as a hard asset company and intend to add to shareholder value by building the value of our portfolio of tangible assets.

In addition, we may from time to time identify opportunities to expand our existing businesses and asset base, or to otherwise profit, through the acquisition of interests in other publicly traded companies, both in the United States and in the overseas jurisdictions in which we do business.  We may also take positions in private companies in addition to our investments in various private cinema joint ventures.

At June 30, 2011, we owned and operated 51 cinemas with 416 screens, had interests in certain unconsolidated joint ventures and entities that own an additional 3 cinemas with 29 screens and managed 2 cinemas with 9 screens.  One of these cinemas, our 8-screen complex in Christchurch, New Zealand, was damaged as a result of the devastating earthquake suffered by that city on February 22, 2011, and has been closed since that date.  We have earthquake and lost profits insurance on that facility and we are currently in the process of assessing the damage to the property to complete our insurance claims.  Additionally, the 3-screen complex in Christchurch, New Zealand owned by our Rialto Cinemas joint venture entity (“Rialto Cinemas”), was also damaged in the February 2011 earthquake, and has been closed since that date.  Pursuant to the lease on the property, in May 2011, Rialto Cinemas gave notice to the landlord that Rialto Cinemas would be terminating the cinema lease.  We have adjusted our cinema screen count to reflect the permanent closure of this cinema.

 
-25-

 
As mentioned above, we continue to consider opportunities to expand our cinema operations, while at the same time continuing to cull those cinema assets which are underperforming or have unacceptable risk profiles on a go forward basis.  During May 2010, we elected not to renew the lease of our 4-screen Kapiti cinema in New Zealand, and, during September 2010, our landlord terminated the lease on our 8-screen AFC Houston cinema.  On April 14, 2011, we sold to our joint venture partner our 66.7% interest in the Elsternwick cinema for $1.9 million (AUS$1.8 million) and recognized a gain on sale of a discontinued operation of $1.7 million (AUS$1.6 million).

Although we have curtailed our real estate development activities, we remain opportunistic in our acquisitions of both cinema and real estate assets.  Our business plan going forward is to continue the build-out of our existing development properties and to seek out additional, profitable real estate development opportunities while continuing to use and judiciously expand our presence in the cinema exhibition business by identifying, developing, and acquiring cinema properties when and where appropriate.  In addition, we will continue to investigate potential synergistic acquisitions that may not readily fall into either of our two currently identified segments.

  On February 14, 2011, we purchased for $2.8 million mortgage notes secured by certain properties.  These mortgage notes were in default on the date of acquisition and were acquired with the intention of acquiring the underlying properties.  In February 2011, we foreclosed on one of these properties valued at $859,000, which is currently classified as a property held for development.  We are currently pursuing our remedies for the other mortgage notes, which at June 30, 2011 remained in default.  We anticipate that we will ultimately acquire the remaining properties.

We are currently considering the potential sale of certain of our real estate assets.  We have taken steps to sell our Lake Taupo Property in New Zealand.  Additionally, in April 2011, we entered into a call option agreement to sell our Taringa Property in Brisbane, Australia for $3.4 million (AUS$3.3 million).  In July 2011, the option holder informed us that he is no longer interested in the property and requested a return of his deposit.  As we continue to pursue selling this property, it is held for sale at June 30, 2011.

We continue to acquire, to dispose of, or to reposition assets in accordance with our business plan.  For the 2011 Quarter, we did not have any acquisitions to note.