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Reading International (RDI) grows revenue but faces heavy near-term debt load

(High)
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

Reading International, Inc. reported stronger operating results for the quarter ended June 30, 2026 while continuing to face tight liquidity and a highly leveraged balance sheet. Total revenue for the quarter rose to $66.9 million, up from $60.4 million a year earlier, driven mainly by higher cinema revenue in Australia. Quarterly operating income increased to $7.5 million from $2.9 million, and net income attributable to Reading improved to a profit of $2.3 million, compared with a $2.7 million loss in the prior-year quarter.

For the first six months of 2026, revenue was $112.0 million versus $100.5 million in 2025, and the net loss attributable to Reading narrowed to $5.9 million from $7.4 million. Cash and cash equivalents were $5.7 million at June 30, 2026 versus $10.5 million at year-end, and the company reported negative working capital of $157.4 million, including $108.0 million of debt due within twelve months. Management is pursuing refinancing and real estate monetization, and based on these plans and recent progress, concludes that it is probable sufficient liquidity will be raised such that substantial doubt about the company’s ability to continue as a going concern is alleviated under ASC 205‑40.

Positive

  • Revenue and profitability improved: Quarterly revenue rose to $66.9 million from $60.4 million, with operating income increasing to $7.5 million from $2.9 million and net income swinging to a $2.3 million profit from a loss.
  • Cash flow from operations turned positive: Net cash provided by operating activities for the first six months of 2026 was $0.7 million, compared with negative $6.2 million in the prior-year period.

Negative

  • Significant near-term debt and negative working capital: The company has $108.0 million of debt due within twelve months, cash of $5.7 million, and negative working capital of $157.4 million, highlighting ongoing liquidity pressure.
  • Negative equity position: Total Reading International stockholders’ equity was negative $23.3 million at June 30, 2026, compared with negative $18.2 million at December 31, 2025, indicating liabilities exceed assets attributable to common shareholders.

Filing Explained

At June 30, the filing leaves existing holders with a larger Class A share base and a balance sheet showing negative equity.

As of June 30, 2026, Reading International reported $452,551 thousand of liabilities and negative stockholders’ equity of $23,141 thousand; its refinancing and real-estate monetization plan remained in progress rather than completed.

Current liabilities were $204,486 thousand against current assets of $47,107 thousand, leaving the company’s short-term obligations substantially above its short-term assets on the reported balance sheet.

The equity rollforward records Class A nonvoting shares issued as restricted stock units; Class A shares outstanding were 21,209,537 at June 30 versus 21,036,670 at December 31.

Under the supplied dilution definition, additional shares increase the total share count and reduce an existing holder’s percentage ownership absent offsetting changes; the disclosed issuance therefore expands the Class A share base for existing holders.

The filing’s named milestones are the October 1, 2026 Santander and Valley National maturities, the November 6 Emerald Creek maturity with extension options, and the December 21 Bank of America maturity, alongside the planned liquidity actions.

Quarterly revenue $66,896 thousand Total revenue for the quarter ended June 30, 2026
Quarterly net income $2,314 thousand Net income for the quarter ended June 30, 2026
Six-month net loss attributable to Reading $5,877 thousand Net loss attributable to Reading International for the six months ended June 30, 2026
Cash and cash equivalents $5,680 thousand Balance at June 30, 2026
Debt due within 12 months $108,000 thousand Total debt due in twelve months considered in going concern analysis
Negative working capital $157,400 thousand Working capital deficit referenced in going concern discussion
Total assets $429,410 thousand Consolidated assets at June 30, 2026
Stockholders’ equity (Reading International) ($23,343 thousand) Total Reading International stockholders’ equity at June 30, 2026
ASC 205-40 Going Concern financial
"We continue to evaluate the going concern assertion required by ASC 205-40 Going Concern as it relates"
negative working capital financial
"We have $108.0 million of debt due in twelve months, cash of $5.7 million and negative working capital"
Negative working capital happens when a company’s short-term obligations (bills, supplier invoices, debt coming due) exceed its short-term resources (cash, money owed by customers, sellable inventory). For investors it signals how easily a business can meet immediate bills — it can be a warning sign of cash stress or, in some models, an efficient operation that collects cash faster than it pays suppliers; think of a household that consistently has to borrow before payday versus one that gets paid in advance.
real estate asset monetization financial
"We intend to raise the liquidity necessary for the next twelve months from refinancings and real estate asset monetization."
segment operating income financial
"Segment operating income is a key measure of profit or loss used by the CODM to assess segment performance"
Segment operating income is the profit a company earns from one specific part of its business after subtracting the costs of running that part but before interest, taxes and corporate-level items. For investors, it shows which divisions are actually generating operating profit and lets you compare the health and efficiency of different business “slices,” much like checking the cash a single store in a chain makes before company-wide overhead is applied.
inter-segment revenue financial
"Inter-segment Revenues and Operating Expense relates to the internal charge between the two segments"
right-of-use assets financial
"estimation of our Incremental Borrowing Rate (“IBR”) as relates to the valuation of our right-of-use assets and lease liabilities."
Right-of-use assets are the rights a company gains to use a physical space or equipment under a lease agreement. They are recorded as assets on the company's balance sheet, reflecting the value of future benefits from the leased item. For investors, these assets provide a clearer picture of a company's obligations and resources related to leasing arrangements, helping to assess its financial health and operational commitments.

FAQ

How did Reading International (RDI) perform financially in the quarter ended June 30, 2026?

Reading International reported quarterly revenue of $66.9 million, up from $60.4 million a year earlier, and net income attributable to Reading of $2.3 million, compared with a $2.7 million loss in the prior-year quarter, reflecting improved cinema performance.

What is Reading International’s (RDI) liquidity position and near-term debt load?

At June 30, 2026, Reading held $5.7 million in cash and reported negative working capital of $157.4 million, including $108.0 million of debt due within twelve months, underscoring substantial refinancing and funding needs.

Did Reading International (RDI) generate positive operating cash flow in the first half of 2026?

Yes. Net cash provided by operating activities was $0.7 million for the six months ended June 30, 2026, compared with negative $6.2 million in the same period of 2025, reflecting better operating performance and working capital movements.

What is the status of Reading International’s (RDI) going concern assessment?

Management identified liquidity pressures but developed plans focused on refinancings and real estate asset monetization. Based on these plans and progress, it concludes it is probable sufficient liquidity will be raised, alleviating substantial doubt under ASC 205‑40.

How leveraged is Reading International (RDI) as of June 30, 2026?

Total liabilities were $452.6 million against total assets of $429.4 million. Reading International stockholders’ equity was negative $23.3 million, reflecting a leveraged capital structure and accumulated deficits.

How did Reading International’s (RDI) cinema segment perform by geography?

Cinema revenue totaled $63.0 million for the quarter: $29.5 million in the United States, $30.0 million in Australia, and $3.5 million in New Zealand, with Australia showing notable year-over-year growth.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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, 2026

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

C:\Users\matthew.elmshauser\Pictures\Reading International logo.jpg

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

 

The Nasdaq Stock Market LLC

Class B Voting Common Stock, $0.01 par value

RDIB

The Nasdaq Stock Market LLC

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 13, 2026, there were 21,209,537 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.

 

1


READING INTERNATIONAL, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

Page

PART I - Financial Information

3

Item 1 – Financial Statements

3

Condensed Consolidated Balance Sheets (Unaudited)

3

Condensed Consolidated Statements of Operations (Unaudited)

4

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

5

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

6

Condensed Consolidated Statements of Cash Flows (Unaudited)

7

Notes to Condensed Consolidated Financial Statements (Unaudited)

8

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

30

Item 3 – Quantitative and Qualitative Disclosure about Market Risk

50

Item 4 – Controls and Procedures

51

PART II – Other Information

52

Item 1 – Legal Proceedings

52

Item 1A – Risk Factors

52

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

52

Item 3 – Defaults Upon Senior Securities

52

Item 4 – Mine Safety Disclosure

52

Item 5 – Other Information

52

Item 6 – Exhibits

53

SIGNATURES

54

Certifications

 


 

2


PART 1 – FINANCIAL INFORMATION

Item 1 - Financial Statements

READING INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

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

June 30,

December 31,

2026

2025

ASSETS

(Unaudited)

Current Assets:

Cash and cash equivalents

$

5,680

$

10,531

Restricted cash

2,279

2,327

Receivables

5,627

4,553

Inventories

1,738

1,664

Prepaid and other current assets

7,332

2,281

Asset groups held for sale

24,451

460

Total current assets

47,107

21,816

Operating properties, net

181,125

207,974

Operating lease right-of-use assets

158,851

159,659

Investment in unconsolidated joint ventures

3,491

3,264

Goodwill

24,864

24,603

Intangible assets, net

1,521

1,576

Deferred tax asset, net

3,406

2,619

Other assets

9,045

13,418

Total assets

$

429,410

$

434,929

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

Accounts payable and accrued liabilities

$

56,494

$

52,826

Film rent payable

5,877

6,973

Debt - current portion

80,228

35,999

Subordinated debt - current portion

27,728

Derivative financial instruments - current portion

56

Taxes payable - current

1,559

545

Deferred current revenue

11,018

11,327

Operating lease liabilities - current portion

20,837

20,081

Other current liabilities

745

774

Total current liabilities

204,486

128,581

Debt - long-term portion

68,559

114,350

Subordinated debt, non-current portion

27,617

Noncurrent tax liabilities

6,397

6,434

Operating lease liabilities - non-current portion

159,842

162,919

Other liabilities

13,267

13,126

Total liabilities

$

452,551

$

453,027

Commitments and contingencies (Note 16)

 

 

Stockholders’ equity:

Class A non-voting common shares, par value $0.01, 100,000,000 shares authorized,

34,145,648 issued and 21,209,537 outstanding at June 30, 2026 and

33,972,781 issued and 21,036,670 outstanding at December 31, 2025

243

241

Class B voting common shares, par value $0.01, 20,000,000 shares authorized and

1,680,590 issued and outstanding at June 30, 2026 and December 31, 2025

17

17

Nonvoting preferred shares, par value $0.01, 12,000 shares authorized and no issued

or outstanding shares at June 30, 2026 and December 31, 2025

Additional paid-in capital

156,142

155,454

Retained earnings/(accumulated deficit)

(134,807)

(128,930)

Treasury shares, at cost

(40,407)

(40,407)

Accumulated other comprehensive income

(4,531)

(4,614)

Total Reading International, Inc. stockholders’ equity

(23,343)

(18,239)

Noncontrolling interests

202

141

Total stockholders’ equity

(23,141)

(18,098)

Total liabilities and stockholders’ equity

$

429,410

$

434,929

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

 

3


READING INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

Quarter Ended

Six Months Ended

June 30,

June 30,

2026

2025

2026

2025

Revenue

Cinema

$

62,990

$

56,782

$

104,451

$

93,186

Real estate

3,906

3,596

7,569

7,361

Total revenue

66,896

60,378

112,020

100,547

Costs and expenses

Cinema

(49,910)

(46,883)

(88,803)

(83,460)

Real estate

(1,936)

(1,840)

(3,822)

(3,795)

Depreciation and amortization

(3,171)

(3,380)

(6,401)

(6,756)

General and administrative

(4,402)

(5,384)

(9,148)

(10,537)

Total costs and expenses

(59,419)

(57,487)

(108,174)

(104,548)

Operating income (loss)

7,477

2,891

3,846

(4,001)

Interest expense, net

(4,320)

(4,354)

(8,549)

(9,096)

Gain (loss) on sale of assets

1,872

8,398

Other income (expense)

294

(2,273)

(194)

(2,607)

Income (loss) before income tax expense and equity earnings of unconsolidated joint ventures

3,451

(1,864)

(4,897)

(7,306)

Equity earnings of unconsolidated joint ventures

360

285

431

308

Income (loss) before income taxes

3,811

(1,579)

(4,466)

(6,998)

Income tax benefit (expense)

(1,497)

(1,225)

(1,354)

(753)

Net income (loss)

$

2,314

$

(2,804)

$

(5,820)

$

(7,751)

Less: net income (loss) attributable to noncontrolling interests

44

(137)

57

(328)

Net income (loss) attributable to Reading International, Inc.

$

2,270

$

(2,667)

$

(5,877)

$

(7,423)

Basic earnings (loss) per share

$

0.10

$

(0.12)

$

(0.26)

$

(0.33)

Diluted earnings (loss) per share

$

0.10

$

(0.12)

$

(0.26)

$

(0.33)

Weighted average number of shares outstanding–basic

22,757,618

22,708,206

22,738,180

22,586,019

Weighted average number of shares outstanding–diluted

23,842,505

22,708,206

22,738,180

22,586,019

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements. 

 

4


READING INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited; U.S. dollars in thousands)

Quarter Ended

Six Months Ended

June 30,

June 30,

2026

2025

2026

2025

Net income (loss)

$

2,314

$

(2,804)

$

(5,820)

$

(7,751)

Foreign currency translation gain (loss)

(457)

2,741

(74)

3,154

Gain (loss) on cash flow hedges

16

(87)

56

(98)

Other

51

58

105

109

Comprehensive income (loss)

1,924

(92)

(5,733)

(4,586)

Less: net income (loss) attributable to noncontrolling interests

44

(137)

57

(328)

Less: comprehensive income (loss) attributable to noncontrolling interests

8

4

9

Comprehensive income (loss)

$

1,880

37

$

(5,794)

$

(4,267)

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements


 

5


READING INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited; U.S. dollars in thousands)

Common Stock

Retained

Accumulated 

Reading

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’

(Dollars in thousands, except shares)

Shares

Value

 Shares

 Value

 Capital

Deficit)

 Shares

Income (Loss)

Equity

Interests

 Equity

At January 1, 2026

21,034

$

241

1,680

$

17

$

155,454

$

(128,930)

$

(40,407)

$

(4,614)

$

(18,239)

$

141

$

(18,098)

Net income (loss)

(8,147)

(8,147)

13

(8,134)

Other comprehensive income, net

473

473

4

477

Share-based compensation expense

368

368

368

At March 31, 2026

21,034

$

241

1,680

$

17

$

155,822

$

(137,077)

$

(40,407)

$

(4,141)

$

(25,545)

$

158

$

(25,387)

Net income

2,270

2,270

44

2,314

Other comprehensive income, net

(390)

(390)

--

(390)

Share-based compensation expense

431

431

431

Restricted Stock Units

173

2

(111)

(109)

(109)

At June 30, 2026

21,207

$

243

1,680

$

17

$

156,142

$

(134,807)

$

(40,407)

$

(4,531)

$

(23,343)

$

202

$

(23,141)

Common Stock

Retained

Accumulated 

Reading

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’

(Dollars in thousands, except shares)

Shares

Value

 Shares

 Value

 Capital

Deficit)

 Shares

Income (Loss)

Equity

Interests

 Equity

At January 1, 2025

20,743

$

238

1,681

$

17

$

157,751

$

(114,790)

$

(40,407)

$

(7,173)

$

(4,364)

$

(426)

$

(4,790)

Net income (loss)

(4,756)

(4,756)

(191)

(4,947)

Other comprehensive income, net

452

452

1

453

Share-based compensation expense

600

600

600

At March 31, 2025

20,743

$

238

1,681

$

17

$

158,351

$

(119,546)

$

(40,407)

$

(6,721)

$

(8,068)

$

(616)

$

(8,684)

Net income

(2,667)

(2,667)

(137)

(2,804)

Other comprehensive income, net

2,704

2,704

8

2,712

Share-based compensation expense

530

530

--

530

Restricted Stock Units

291

3

(185)

(182)

--

(182)

At June 30, 2025

21,034

$

241

1,681

$

17

$

158,696

$

(122,213)

$

(40,407)

$

(4,017)

$

(7,683)

$

(745)

$

(8,428)

 See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements

 

6


READING INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; U.S. dollars in thousands)

Six Months Ended

June 30,

2026

2025

Operating Activities

Net income (loss)

$

(5,820)

$

(7,751)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Equity earnings of unconsolidated joint ventures

(431)

(308)

Distributions of earnings from unconsolidated joint ventures

351

333

(Gain) loss recognized on foreign currency transactions

137

2,652

(Gain) loss on sale of assets

(8,398)

Amortization of operating leases

9,756

12,155

Amortization of finance leases

21

Change in operating lease liabilities

(11,422)

(10,975)

Change in net deferred tax assets

(670)

(238)

Depreciation and amortization

6,401

6,756

Other amortization

629

584

Stock based compensation expense

799

1,130

Net changes in operating assets and liabilities:

Receivables

(1,020)

2

Prepaid and other assets

(618)

(4,141)

Payments for accrued pension

(342)

(342)

Accounts payable and accrued expenses

3,243

4,802

Film rent payable

(1,203)

(1,558)

Taxes payable

1,006

(306)

Deferred revenue and other liabilities

(114)

(569)

Net cash provided by (used in) operating activities

682

(6,151)

Investing Activities

Purchases of and additions to operating and investment properties

(1,389)

(635)

Contributions to unconsolidated joint ventures

(29)

Proceeds from sale of assets

38,441

Net cash provided by (used in) investing activities

(1,418)

37,806

Financing Activities

Repayment of borrowings

(4,311)

(33,843)

Repayment of finance lease principal

(21)

Capitalized borrowing costs

(6)

(837)

(Cash paid) proceeds from the settlement of employee share transactions

(109)

(182)

Net cash provided by (used in) financing activities

(4,426)

(34,883)

Effect of exchange rate on cash and restricted cash

263

101

Net increase (decrease) in cash and cash equivalents and restricted cash

(4,899)

(3,127)

Cash and cash equivalents and restricted cash at the beginning of the period

12,858

15,082

Cash and cash equivalents and restricted cash at the end of the period

$

7,959

$

11,955

Cash and cash equivalents and restricted cash consists of:

Cash and cash equivalents

$

5,680

$

9,073

Restricted cash

2,279

2,882

$

7,959

$

11,955

Supplemental Disclosures

Interest paid

$

7,644

$

8,130

Income taxes (refunded) paid

1,008

2,002

Non-Cash Transactions

Additions to operating and investing properties through accrued expenses

$

424

$

420

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements. 

 

7


READING INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
As of and for the six months ended June 30, 2026

 

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 consist primarily of:

the development, ownership, and operation of cinemas in the United States, Australia, and New Zealand; and

the development, ownership, operation and/or rental of retail, commercial and live venue real estate assets in Australia, New Zealand, and the United States.

 

NOTE 2 – LIQUIDITY AND IMPAIRMENT ASSESSMENT

Going Concern

We continue to evaluate the going concern assertion required by ASC 205-40 Going Concern as it relates to our Company. The evaluation of the going concern assertion involves considering whether it is probable that our Company has sufficient resources, as at the issue date of the financial statements, to meet its obligations as they fall due for twelve months following the issue date. Should it be probable that there are not sufficient resources, we must develop plans to overcome that shortfall. We must then determine whether it is probable that our plans will be effectively implemented and will mitigate the consequential going concern substantial doubt.

We have $108.0 million of debt due in twelve months, cash of $5.7 million and negative working capital of $157.4 million. As a result, we have developed a plan to address and overcome the going concern uncertainty. Our plan is informed by current liquidity positions, debt obligations, our beliefs about the marketability of certain real estate properties, our beliefs about the recovery of the global cinema industry, cash flow estimates, known capital and other expenditure requirements and commitments and our current business plan and strategies. Our Company’s business plan - two businesses (real estate and cinema) in three countries (Australia, New Zealand and the U.S.) - has served us well historically and is key to our overall evaluation of ASC 205-40 Going Concern.

While we believe that, with an increase in the quantity and quality of films being released to cinemas compared to pre-pandemic levels, patronage and operating revenue levels will improve, we have no control over attendance levels and no assurances can be given as to the nature of the reception of future movies by the movie-going public.

We continue the process of refinancing and/or extending certain loans, as further discussed in Note 13, Borrowings. In summary, we have extended the maturity dates on, or otherwise amended, the following facilities (stated gross of direct financing costs):

-Santander $6.2 million (matured June 1, 2026, and in August 2026 extended to October 1, 2026)

-Bank of America $5.4 million (matures December 21, 2026)

-Valley National $19.7 million (matures October 1, 2026)

-Emerald Creek $46.1 million (matures November 6, 2026 with options to extend to May 6, 2027)

-NAB $64.0 million (matures July 31, 2030)

We have retained an advisor to assist with the refinancing of our $27.9 million Trust Preferred Securities facility, which currently matures on April 30, 2027.

We intend to raise the liquidity necessary for the next twelve months from refinancings and real estate asset monetization. Management has been authorized to pursue such actions where necessary. In February 2026, we began the process of monetizing our Cinemas 1,2,3 property. We believe we have more than sufficient marketable real estate assets that can be monetized on a timely basis and at the values required to meet our funding needs over the next twelve months. Having sold nine property assets with combined proceeds of $197.5 million since 2021, we believe in our ability to complete the monetization of our Cinemas 1,2,3 property.

In conclusion, as of the date of issuance of these financial statements, based on our evaluation of ASC 205-40 Going Concern and the current conditions and events, considered in the aggregate, and our various plans for enhancing liquidity and the extent to which those plans are progressing, we conclude that our plan to raise sufficient liquidity, primarily through certain real estate asset monetizations to the extent needed is probable of being implemented to the extent required such that this alleviates the substantial doubt about our Company’s ability to continue as a going concern.

Impairment Considerations

Our Company considers that the events and factors described above constitute impairment indicators under ASC 360 Property, Plant and Equipment (“ASC 360”). At December 31, 2025, our Company performed a quantitative recoverability test of the carrying values

 

8


of all its asset groups. Our Company estimated the undiscounted future cash flows expected to result from the use of these asset groups and found that no impairment charge was necessary. The quarter and six months ended June 30, 2026, produced higher revenues and operating income compared to the same period in 2025, and we believe that this improved performance at an asset group level will continue throughout the remainder of 2026. As a result, we recorded no impairment charges for the quarter and six months ended June 30, 2026. Actual performance against our forecasts is dependent on several variables and conditions, many of which are subject to the uncertainties associated with among other things, the factors presented above, and as a result, actual results may materially differ from management’s estimates.

Our Company also considers that the events and factors described above continue to constitute impairment indicators under ASC 350 Intangibles – Goodwill and Other. Our Company performed a quantitative goodwill impairment test and determined that our goodwill was not impaired as of December 31, 2025. The test was performed at a reporting unit level by comparing each reporting unit’s carrying value, including goodwill, to its fair value. The fair value of each reporting unit was assessed using a discounted cash flow model based on the budgetary revisions performed by management in response to the developing market conditions. For the same reasons as our impairment considerations under ASC 360, no impairment charges were recorded in the quarter and six months ended June 30, 2026. Actual performance against our forecasts is dependent on several variables and conditions, including among other things, the factors presented above, and as a result, actual results may materially differ from management’s estimates.

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

The accompanying condensed 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, 2025 (“2025 Form 10-K”). All significant intercompany balances and transactions have been eliminated on consolidation. These condensed 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 months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed 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 programs, and (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.

Recently Adopted and Issued Accounting Pronouncements

Adopted:

ASU 2023-07 Segment Reporting: Improvements to Reportable Segment Disclosures

On December 16, 2024, we adopted ASU 2023-07 Segment Reporting: Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 expands the disclosures required by public entities for reportable segments. Adoption of ASU 2023-07 has had no material effect on our condensed consolidated financial statements from a recognition and measurement perspective, and has not altered our reportable segments, but has enhanced our disclosure of certain expenses and profitability measurement.

ASU 2023-09 Income Taxes: Improvements to Income Tax Disclosures

Effective for the year ended December 31, 2025, we adopted ASU 2023-09 Income Taxes: Improvements to Income Tax Disclosures (“ASU 2023-09”). The amendments in ASU 2023-09 require entities to disclose on an annual basis (i) specific categories in the rate reconciliation and (ii) provide additional information for reconciling items that meet a quantitative threshold. The amendments also require that entities disclose various information about income taxes paid and (i) income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and (ii) foreign and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. Adoption of ASU 2023-09 has had no material effect on our condensed consolidated financial statements from a recognition and measurement perspective, but has enhanced our disclosure of certain income tax matters in our 2025 Form 10-K.

 

9


Recently Announced:

ASU 2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU 2024-03 Income Statement (Subtopic 220-40)—Reporting Comprehensive Income-Expense Disaggregation Disclosures (“ASU 2024-03”). The amendments in ASU 2024-03 require that public business entities disclose additional information about specific expense categories in the notes to financial statements for interim and annual reporting periods. ASU 2024-03 is effective for the Company for the year ending December 31, 2027. We are currently evaluating the impact of this new standard on our condensed consolidated financial statements upon adoption. 

ASU 2025-11 Interim Reporting (Topic 270) Narrow-Scope Improvements

In December 2025, the FASB issued ASU 2025-11 Interim Reporting (Topic 270) Narrow-Scope Improvements (“ASU 2025-11”). The amendments in ASU 2025-11 clarify interim disclosure requirements and the applicability of Topic 270. The amendments in ASU 2025-11 also include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of this new standard on our condensed consolidated financial statements upon adoption.

NOTE 4 – SEGMENT REPORTING

We report information about operating segments in accordance with ASC 280-10 Segment Reporting, which requires financial information to be reported based on the way management organizes segments with a company for making operating decisions and evaluating performance. We have organized our business into two reportable segments, being cinema exhibition and real estate.

Our cinema exhibition segment aggregates all our cinemas, both leased and owned, across the United States, Australia and New Zealand. Each of our cinemas earns revenue through the sale of movie tickets, food and beverage, screen advertising, theatre rentals, merchandise, gift card and loyalty membership, and other ancillary sales. The segment also earns revenue through service fees related to online ticket sales. Expenses are incurred through film rent, wages and salaries, food and beverage costs, occupancy costs, utilities, and other ancillary costs. We further organize this segment by geography, because each geography is subject to its own unique regulatory and business conditions.

Our real estate segment aggregates all our retail, commercial and live theatre real estate assets across Australia, New Zealand, and the United States. Our retail and commercial real estate assets earn revenue through the leasing or licensing of space to third party tenants.

Our live theatre assets in the United States earn revenue through leasing or licensing space to third party production companies, an activity we consider sufficiently similar to our broader real estate base to support inclusion in our real estate segment. Our live theatre operations also earn revenue by providing front of house and box office services and through sale of food and beverage. All of our real estate assets incur expenses from property maintenance, utilities, taxes, and other costs of maintaining real estate and in some cases third party property management.

Each of these segments has discrete and separate financial information and for which operating results are evaluated regularly by our President, Chief Executive Officer and Vice Chair of the Board of Directors, the chief operating decision-maker (“CODM”) of the Company. The CODM is responsible for the allocation of resources to, and the assessment of the performance of, our operating segments. The CODM determines, among other things:

-the execution, renewal and/or termination of cinema leases

-the execution, renewal and/or termination of third-party tenant leases

-significant capital expenditures

-internal resource allocation

-operational budgets.

Segment operating income is a key measure of profit or loss used by the CODM to assess segment performance and allocate resources. Segment operating income includes certain amounts charged by our real estate segment to our cinema exhibition segment where a cinema is a tenant of the real estate segment. These charges are eliminated for condensed consolidated financial statement purposes in the consolidated statement of operations, but are presented gross to the CODM.

 

10


The tables below summarize the results of operations for each of our business segments, presenting a reconciliation of segment revenue to operating segment income, and the impact of inter-segment transactions.

Quarter Ended

Quarter Ended

Six Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

(Dollars in thousands)

Cinema

Real
Estate

Total

Cinema

Real
Estate

Total

Cinema

Real
Estate

Total

Cinema

Real
Estate

Total

Revenue - third party

$

62,990

$

3,906

$

66,896

$

56,782

$

3,596

$

60,378

$

104,451

$

7,569

$

112,020

$

93,186

$

7,361

$

100,547

Inter-segment revenue (1)

947

947

1,057

1,057

1,880

1,880

2,137

2,137

Total segment revenue

62,990

4,853

67,843

56,782

4,653

61,435

104,451

9,449

113,900

93,186

9,498

102,684

Operating expense

Operating Expense - Third Party

(49,910)

(1,936)

(51,846)

(46,883)

(1,840)

(48,723)

(88,803)

(3,822)

(92,625)

(83,460)

(3,795)

(87,255)

Inter-Segment Operating Expenses (1)

(947)

(947)

(1,057)

(1,057)

(1,880)

(1,880)

(2,137)

(2,137)

Total of services and products (excluding depreciation and amortization)

(50,857)

(1,936)

(52,793)

(47,940)

(1,840)

(49,780)

(90,683)

(3,822)

(94,505)

(85,597)

(3,795)

(89,392)

Depreciation and amortization

(1,953)

(1,136)

(3,089)

(2,172)

(1,125)

(3,297)

(3,946)

(2,278)

(6,224)

(4,312)

(2,226)

(6,538)

General and administrative expense

(1,022)

(203)

(1,225)

(1,217)

(209)

(1,426)

(2,005)

(382)

(2,387)

(2,298)

(403)

(2,701)

Total operating expense

(53,832)

(3,275)

(57,107)

(51,329)

(3,174)

(54,503)

(96,634)

(6,482)

(103,116)

(92,207)

(6,424)

(98,631)

Segment operating income (loss)

$

9,158

$

1,578

$

10,736

$

5,453

$

1,479

$

6,932

$

7,817

$

2,967

$

10,784

$

979

$

3,074

$

4,053

(1)Inter-segment Revenues and Operating Expense relates to the internal charge between the two segments where the cinema operates within real estate owned within the group.

 

11


A reconciliation of cinema exhibition segment revenue to segment operating income for the quarter and six months ended June 30, 2026 and June 30, 2025, is as follows:

Quarter Ended

Six Months Ended

(Dollars in thousands)

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

REVENUE

United States

Admissions revenue

$

15,650 

$

16,099 

$

26,396 

$

26,344 

Concessions revenue

10,678 

11,274 

17,386 

17,382 

Advertising and other revenue

3,150 

2,885 

5,159 

4,827 

$

29,478 

$

30,258 

$

48,941 

$

48,553 

Australia

Admissions revenue

$

18,829 

$

14,275 

$

31,005 

$

23,905 

Concessions revenue

9,323 

7,213 

15,410 

12,069 

Advertising and other revenue

1,829 

1,421 

3,272 

2,617 

$

29,981 

$

22,909 

$

49,687 

$

38,591 

New Zealand

Admissions revenue

$

2,310 

$

2,338 

$

3,809 

$

3,884 

Concessions revenue

1,070 

1,135 

1,749 

1,901 

Advertising and other revenue

151 

142 

265 

257 

$

3,531 

$

3,615 

$

5,823 

$

6,042 

Total revenue

$

62,990 

$

56,782 

$

104,451 

$

93,186 

OPERATING EXPENSE

United States

Film rent and advertising cost

$

(8,891)

$

(9,108)

$

(14,530)

$

(14,166)

Food & beverage cost

(2,661)

(2,931)

(4,288)

(4,514)

Occupancy expense

(3,968)

(4,420)

(7,996)

(8,387)

Labor cost

(4,343)

(4,212)

(8,003)

(8,293)

Utilities

(1,445)

(1,332)

(2,648)

(2,551)

Cleaning and maintenance

(1,509)

(1,754)

(2,797)

(3,295)

Other operating expenses

(1,906)

(2,321)

(3,865)

(4,468)

$

(24,723)

$

(26,078)

$

(44,127)

$

(45,674)

Australia

Film rent and advertising cost

$

(8,515)

$

(6,586)

$

(13,590)

$

(10,542)

Food & beverage cost

(2,024)

(1,531)

(3,391)

(2,606)

Occupancy expense

(4,952)

(4,511)

(9,736)

(8,805)

Labor cost

(4,242)

(3,425)

(7,941)

(6,732)

Utilities

(880)

(651)

(1,960)

(1,493)

Cleaning and maintenance

(1,438)

(1,154)

(2,569)

(2,304)

Other operating expenses

(1,044)

(799)

(1,937)

(1,574)

$

(23,095)

$

(18,657)

$

(41,124)

$

(34,056)

New Zealand

Film rent and advertising cost

$

(1,056)

$

(1,141)

$

(1,637)

$

(1,789)

Food & beverage cost

(223)

(269)

(362)

(416)

Occupancy expense

(709)

(737)

(1,453)

(1,471)

Labor cost

(545)

(579)

(1,028)

(1,113)

Utilities

(132)

(136)

(231)

(234)

Cleaning and maintenance

(182)

(196)

(327)

(390)

Other operating expenses

(192)

(147)

(394)

(454)

$

(3,039)

$

(3,205)

$

(5,432)

$

(5,867)

Total operating expense

$

(50,857)

$

(47,940)

$

(90,683)

$

(85,597)

DEPRECIATION, AMORTIZATION, GENERAL AND ADMINISTRATIVE EXPENSE

United States

Depreciation and amortization

$

(944)

$

(1,157)

$

(1,912)

$

(2,278)

General and administrative expense

(606)

(731)

(1,253)

(1,456)

$

(1,550)

$

(1,888)

$

(3,165)

$

(3,734)

Australia

Depreciation and amortization

$

(900)

$

(905)

$

(1,814)

$

(1,819)

General and administrative expense

(420)

(427)

(756)

(772)

$

(1,320)

$

(1,332)

$

(2,570)

$

(2,591)

New Zealand

Depreciation and amortization

$

(109)

$

(111)

$

(219)

$

(214)

General and administrative expense

4 

(58)

3 

(71)

$

(105)

$

(169)

$

(216)

$

(285)

Total depreciation, amortization, general and administrative expense

$

(2,975)

$

(3,389)

$

(5,951)

$

(6,610)

OPERATING INCOME (LOSS) - CINEMA

United States

$

3,205 

$

2,292 

$

1,649 

$

(855)

Australia

5,566 

2,920 

5,993 

1,944 

New Zealand

387 

241 

175 

(110)

Total Cinema operating income (loss)

$

9,158 

$

5,453 

$

7,817 

$

979 

 

12


A reconciliation of real estate segment revenue to segment operating income for the quarter and six months ended June 30, 2026 and June 30, 2025, is as follows:

Quarter Ended

Six Months Ended

(Dollars in thousands)

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

REVENUE

United States

Live theatre rental and ancillary income

$

824 

$

630 

$

1,572 

$

1,173 

Property rental income

1,055 

1,070 

2,107 

2,114 

1,879 

1,700 

3,679 

3,287 

Australia

Property rental income

2,762 

2,741 

5,343 

5,756 

New Zealand

Property rental income

212 

212 

427 

455 

Total revenue

$

4,853 

$

4,653 

$

9,449 

$

9,498 

OPERATING EXPENSE

United States

Live theatre cost

$

(259)

$

(255)

$

(532)

$

(492)

Occupancy expense

(220)

(174)

(445)

(352)

Utilities

(34)

16 

(103)

(28)

Cleaning and maintenance

(141)

(75)

(177)

(106)

Other operating expenses

(217)

(264)

(430)

(430)

$

(871)

$

(752)

$

(1,687)

$

(1,408)

Australia

Occupancy expense

$

(474)

$

(479)

$

(925)

$

(967)

Labor cost

(5)

(76)

(8)

(119)

Utilities

(18)

(20)

(49)

(34)

Cleaning and maintenance

(281)

(215)

(532)

(435)

Other operating expenses

(211)

(198)

(458)

(456)

$

(989)

$

(988)

$

(1,972)

$

(2,011)

New Zealand

Occupancy expense

$

(35)

$

(31)

$

(69)

$

(89)

Labor cost

(2)

Utilities

(5)

Cleaning and maintenance

(4)

Other operating expenses

(41)

(69)

(94)

(276)

$

(76)

$

(100)

$

(163)

$

(376)

Total operating expense

$

(1,936)

$

(1,840)

$

(3,822)

$

(3,795)

DEPRECIATION, AMORTIZATION, GENERAL AND ADMINISTRATIVE EXPENSE

United States

Depreciation and amortization

$

(651)

$

(674)

$

(1,309)

$

(1,333)

General and administrative expense

(174)

(185)

(345)

(315)

(825)

(859)

(1,654)

(1,648)

Australia

Depreciation and amortization

$

(426)

$

(391)

$

(850)

$

(776)

General and administrative expense

(5)

(24)

(13)

(87)

(431)

(415)

(863)

(863)

New Zealand

Depreciation and amortization

(59)

(60)

(119)

(117)

General and administrative expense

(24)

(24)

(1)

(83)

(60)

(143)

(118)

Total depreciation, amortization, general and administrative expense

$

(1,339)

$

(1,334)

$

(2,660)

$

(2,629)

OPERATING INCOME (LOSS) - REAL ESTATE

United States

$

183 

$

89 

$

338 

$

231 

Australia

1,342 

1,338 

2,508 

2,882 

New Zealand

53 

52 

121 

(39)

Total real estate operating income (loss)

$

1,578 

$

1,479 

$

2,967 

$

3,074 

 

13


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

Quarter Ended

Six Months Ended

(Dollars in thousands)

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Segment operating income (loss)

$

10,736

$

6,932

$

10,784

$

4,053

Unallocated corporate expense:

Depreciation and amortization expense

(83)

(84)

(178)

(219)

General and administrative expense

(3,175)

(3,957)

(6,760)

(7,835)

Interest expense, net

(4,321)

(4,354)

(8,549)

(9,096)

Equity earnings (loss) of unconsolidated joint ventures

360

285

431

308

Gain (loss) on sale of assets

1,872

8,398

Other (expense) income

294

(2,273)

(194)

(2,607)

Income (loss) before income taxes

$

3,811

$

(1,579)

$

(4,466)

$

(6,998)

Assuming cash and cash equivalents are accounted for as corporate assets, total assets by business segment and by country are presented as follows:

June 30,

December 31,

(Dollars in thousands)

2026

2025

By segment:

Cinema

$

182,293

$

184,162

Real estate

176,649

176,396

Corporate (1)

70,468

74,371

Total assets

$

429,410

$

434,929

By country:

United States

$

239,478

$

245,169

Australia

167,279

166,026

New Zealand

22,653

23,734

Total assets

$

429,410

$

434,929


(1) Corporate Assets includes cash and cash equivalents of $5.7 million and $10.5 million as of June 30, 2026 and December 31, 2025, respectively.

The following table sets forth our operating properties by country:

June 30,

December 31,

(Dollars in thousands)

2026

2025

United States

$

113,737

$

140,179

Australia

58,908

58,934

New Zealand

8,480

8,861

Total operating property

$

181,125

$

207,974

The table below summarizes capital expenditures for the six months ended June 30, 2026

Six Months Ended

(Dollars in thousands)

June 30, 2026

June 30, 2025

Segment capital expenditures

$

1,382

$

804

Total capital expenditures

$

1,382

$

804

NOTE 5 – 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. However, in recent periods, cash flows from our overseas operations have been used to cover our domestic general and administrative costs, interest expense, and losses from our U.S. cinema operations. Our Australian and New Zealand assets and liabilities are translated from their functional currencies of Australian dollar (“AU$”) and New Zealand dollar

 

14


(“NZ$”), respectively, to the U.S. dollar based on the exchange rate as of June 30, 2026. 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.

We take a global view of our financial resources and are flexible in making use of resources between jurisdictions.

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

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

June 30, 2026

December 31, 2025

June 30, 2025

Spot Rate

Australian Dollar

0.6915

0.6669

0.6573

New Zealand Dollar

0.5676

0.5755

0.6092

Average Rate

Australian Dollar

0.7102

0.7029

0.6449

0.6412

0.6345

New Zealand Dollar

0.5845

0.5874

0.5819

0.5936

0.5808

 

NOTE 6 – EARNINGS (LOSS) 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

June 30,

June 30,

(Dollars in thousands, except share data)

2026

2025

2026

2025

Numerator:

Net income (loss) attributable to Reading International, Inc.

$

2,270

$

(2,667)

$

(5,877)

$

(7,423)

Denominator:

Weighted average number of shares of common stock – basic

22,757,618

22,708,206

22,738,180

22,586,019

Weighted average dilutive impact of awards

1,084,887

Weighted average number of shares of common stock – diluted

23,842,505

22,708,206

22,738,180

22,586,019

Basic earnings (loss) per share

$

0.10

$

(0.12)

$

(0.26)

$

(0.33)

Diluted earnings (loss) per share

$

0.10

$

(0.12)

$

(0.26)

$

(0.33)

Awards excluded from diluted earnings (loss) per share

3,949,445

3,696,662

3,949,445

3,696,662

Our weighted average number of shares of common stock - basic increased, primarily as a result of the vesting of restricted stock units. We did not repurchase any shares of Class A Common Stock during the first six months of 2026 or 2025.

Outstanding awards of 3,949,445 shares for the six months ended June 30, 2026 and 3,696,662 shares for the quarter and six months ended June 30, 2025 were excluded from the computation of dilutive shares, as they were anti-dilutive because of the net loss from continuing operations.

 

 

15


Note 7 – Property and Equipment

Operating Property, net

Property associated with our operating activities as at June 30, 2026 and December 31, 2025, is summarized as follows:

June 30,

December 31,

(Dollars in thousands)

2026

2025

Land

$

26,044

$

48,389

Building and improvements

172,255

170,906

Leasehold improvements

49,057

48,652

Fixtures and equipment

152,899

149,251

Construction-in-progress

1,473

1,964

Total cost

401,728

419,162

Less: accumulated depreciation

(220,603)

(211,188)

Operating property, net

$

181,125

$

207,974

Depreciation expense for operating property was $3.1 million and $6.3 million for the quarter and six months ended June 30, 2026, as compared to $3.4 million and $6.7 million for the quarter and six months ended June 30, 2025.

Construction-in-Progress – Operating Properties

Construction-in-Progress balances are included in our operating properties. The balances of our major projects along with the movements for the six months ended June 30, 2026, are shown below:

 

(Dollars in thousands)

Balance,
December 31,
2025

Additions during the period

Completed
during the
period

Transferred to Held for Sale

Foreign
currency
translation

Balance,
June 30,
2026

Cinema developments and improvements

1,665

297

(228)

(692)

3

1,045

Other real estate projects

299

126

3

428

Total

$

1,964

$

423

$

(228)

$

(692)

$

6

$

1,473

Recent Real Estate Monetizations

In order to support our liquidity, we have monetized certain of our real estate holdings. Details of those monetizations for the six months ended June 30, 2026, and the year ended December 31, 2025, are provided below.

Wellington, New Zealand property assets

On January 31, 2025, we sold our property assets in Wellington, New Zealand, including Courtenay Central, Tory Street car park and Wakefield Street car park, at a gross sale price of $21.5 million (NZ$38.0 million). The proceeds were used to pay off the Westpac mortgage on the properties, and to reduce our Bank of America debt. We have an Agreement to Lease the cinema portion from the Purchaser, which is expected to commence upon the completion of seismic upgrade work by the Landlord and cinema fit-out work by ourselves.

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

March 31

(Dollars in thousands)

2025

Sales price

$

21,538

Net book value

(14,666)

Gain on sale, gross of direct costs

6,872

Direct sale costs incurred

(306)

Gain on sale, net of direct costs

$

6,566

 

16


Cannon Park, Townsville, Queensland, Australia

In May 2025, we sold our Cannon Park ETC property in Townsville, Queensland, Australia, for a gross sale price of $20.7 million (AU$32.0 million). The proceeds were used principally to pay off our NAB bridging facility, and to reduce our Bank of America debt. We retained a lease over the cinema.

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

June 30

(Dollars in thousands)

2025

Sales price

$

20,698

Net book value

(18,361)

Gain on sale, gross of direct costs

2,337

Direct sale costs incurred

(518)

Gain on sale, net of direct costs

$

1,819

Disposal Groups Held for Sale

Cinemas 1,2,3, Manhattan

In February 2026 we classified our Cinemas 1,2,3 property as held for sale at the lower of cost and fair value less costs to sell. No adjustments to the book value, as opposed to fair value, of $24.0 million of the assets contained within the disposal group were required, which consists of the Cinemas 1,2,3 building and related improvements. We expect to complete the monetization of this property by the end of 2026.

Newberry Yard, Williamsport, Pennsylvania

In June 2023, we classified our industrial property at Newberry Yard, Williamsport, Pennsylvania, as held for sale at the lower of cost and fair value less costs to sell. The property is part of our historic railroad operations, consisting of land and an industrial building, and certain rail bed improvements. No adjustments to the book value of the assets contained within this disposal group were required. Sales efforts continue, and the property continues to meet the ASC 360 held for sale criteria.

Real Estate Acquisitions

Sutton Hill Associates

On December 19, 2025, we purchased Sutton Hill Associates, a California general partnership. As a consequence of that transaction (i) we took on $13.6 million in long term debt owed by Sutton Hill Associates to a third party, and (ii) short term payables in the amount of $7.1 million owed by our Company to certain Sutton Hill Associates subsidiaries were eliminated on consolidation. The long term debt was recorded in our Form 10-K on our balance sheet at the transaction date fair value of $7.6 million, reflecting the fact that the debt has a term maturing on September 30, 2035, with no interim payments of principal, is unsecured and bears interest at only 4.75% per annum payable quarterly in arrears.

Note 8 – 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 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.

 

17


The components of lease expense are as follows:

Quarter Ended

Six Months Ended

June 30,

June 30,

(Dollars in thousands)

2026

2025

2026

2025

Lease cost

Finance lease cost:

Amortization of right-of-use assets

$

$

10

$

$

21

Interest on lease liabilities

1

1

Operating lease cost

7,122

7,081

14,345

14,094

Variable lease cost

717

1

933

1

Total lease cost

$

7,839

$

7,093

$

15,278

$

14,117

Supplemental cash flow information related to leases is as follows:

Six Months Ended

June 30,

(Dollars in thousands)

2026

2025

Cash flows relating to lease cost

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows for finance leases

$

$

22

Operating cash flows for operating leases

10,259

12,133

Right-of-use assets obtained in exchange for new operating lease liabilities

4,752

3,013

Supplemental balance sheet information related to leases is as follows:

June 30,

December 31,

(Dollars in thousands)

2026

2025

Operating leases

Operating lease right-of-use assets

$

158,851

$

159,659

Operating lease liabilities - current portion

20,837

20,081

Operating lease liabilities - non-current portion

159,842

162,919

Total operating lease liabilities

$

180,679

$

183,000

Finance leases

Property plant and equipment, gross

228

225

Accumulated depreciation

(228)

(225)

Property plant and equipment, net

$

$

Other information

Weighted-average remaining lease term - operating leases

10

10

Weighted-average discount rate - finance leases

Nil

Nil

Weighted-average discount rate - operating leases

5.04%

5.04%

 

18


The maturities of our leases were as follows:

(Dollars in thousands)

Operating
leases

Finance
leases

2026

$

29,496

$

2027

26,722

2028

25,440

2029

23,442

2030

21,699

Thereafter

106,979

Total lease payments

$

233,778

$

Less imputed interest

(53,099)

Total

$

180,679

$

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 10 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

June 30,

June 30,

(Dollars in thousands)

2026

2025

2026

2025

Components of lease income

Lease payments

$

2,806

$

2,563

$

5,564

$

5,274

Variable lease payments

108

142

318

327

Total lease income

$

2,914

$

2,705

$

5,882

$

5,601

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

June 30,

December 31,

(Dollars in thousands)

2026

2025

Building and improvements

Gross balance

$

116,928

$

115,731

Accumulated depreciation

(27,155)

(25,232)

Net Book Value

$

89,773

$

90,499

 

The minimum contractual rent payments due on our leases are as follows:

 

(Dollars in thousands)

Operating
leases

2026

$

5,720

2027

10,226

2028

10,317

2029

9,735

2030

8,842

Thereafter

24,477

Total

$

69,317

 

 

19


Note 9 – Goodwill and Intangible Assets

The table below summarizes goodwill by business segment as of June 30, 2026, and December 31, 2025.

(Dollars in thousands)

Cinema

Real Estate

Total

Balance at December 31, 2025

$

19,379

$

5,224

$

24,603

Foreign currency translation adjustment

261

261

Balance at June 30, 2026

$

19,640

$

5,224

$

24,864

Our Company is required to test goodwill and other intangible assets for impairment on an annual basis and, if current events or circumstances require them, on an interim basis. Our next annual evaluation of goodwill and other intangible assets is scheduled during the fourth quarter of 2026. 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 30, 2026, we were not aware that any events indicating potential impairment of goodwill had occurred outside of those described at Note 2 – Liquidity and Impairment Assessment.

The tables below summarize intangible assets other than goodwill, as of June 30, 2026, and December 31, 2025, respectively.

As of June 30, 2026

(Dollars in thousands)

Beneficial
Leases

Trade
Name

Other
Intangible
Assets

Total

Gross carrying amount

$

10,458

$

9,024

$

4,324

$

23,806

Less: Accumulated amortization

(10,319)

(8,287)

(3,679)

(22,285)

Net intangible assets other than goodwill

$

139

$

737

$

645

$

1,521

As of December 31, 2025

(Dollars in thousands)

Beneficial
Leases

Trade
Name

Other
Intangible
Assets

Total

Gross carrying amount

$

10,458

$

9,024

$

4,303

$

23,785

Less: Accumulated amortization

(10,313)

(8,229)

(3,667)

(22,209)

Net intangible assets other than goodwill

$

145

$

795

$

636

$

1,576

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 months ended June 30, 2026

Quarter Ended

Six Months Ended

June 30,

June 30,

(Dollars in thousands)

2026

2025

2026

2025

Beneficial lease amortization

$

3

$

3

$

6

$

6

Other amortization

26

29

58

64

Total intangible assets amortization

$

29

$

32

$

64

$

70

 

Note 10 – Investments in Unconsolidated Joint Ventures

Our investments in unconsolidated joint ventures are accounted for under the equity method of accounting.

 

20


The table below summarizes our active investment holdings in two (2) unconsolidated joint ventures as of June 30, 2026, and December 31, 2025:

June 30,

December 31,

(Dollars in thousands)

Interest

2026

2025

Rialto Cinemas

50.0%

$

57

$

(6)

Mt. Gravatt

33.3%

3,434

3,270

Total investments

$

3,491

$

3,264

For the quarter and six months ended June 30, 2026 and 2025, the recognized share of equity earnings from our investments in unconsolidated joint ventures are as follows:

Quarter Ended

Six Months Ended

June 30,

June 30,

(Dollars in thousands)

2026

2025

2026

2025

Rialto Cinemas

$

65

$

65

$

35

$

48

Mt. Gravatt

295

220

396

260

Total equity earnings

$

360

$

285

$

431

$

308

 

Note 11 – Prepaid and Other Assets

Prepaid and other assets are summarized as follows:

June 30,

December 31,

(Dollars in thousands)

2026

2025

Prepaid and other current assets

Prepaid expenses

$

1,839

$

1,137

Prepaid taxes

827

762

Deposits

378

368

Straight-line rent asset

4,278

Investments in marketable securities

10

14

Total prepaid and other current assets

$

7,332

$

2,281

Other non-current assets

Other non-cinema and non-rental real estate assets

675

674

Investment in Reading International Trust I

838

838

Straight-line rent asset

7,524

11,499

Long-term deposits

8

8

Other

399

Total other non-current assets

$

9,045

$

13,418

 

Note 12 – Income Taxes

An income tax expense of $1.4 million and $0.8 million were recognized during the six months ended June 30, 2026 and 2025, respectively.  The tax expense for each of the six month periods ended June 30, 2026 and 2025 primarily resulted from year-to-date consolidated losses, offset with adjustments relating to valuation allowances on deferred tax assets in the U.S. and New Zealand.

 

 

21


Note 13 – Borrowings

Our Company’s borrowings at June 30, 2026 and December 31, 2025, net of deferred financing costs and including the impact of interest rate derivatives on effective interest rates, are summarized below:

As of June 30, 2026

(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 

$

27,728 

7.93%

7.93%

Bank of America Credit Facility (US)

December 21, 2026

5,425 

5,425 

5,421 

11.75%

11.75%

Cinemas 1, 2, 3 Term Loan (US)

October 1, 2026

19,665 

19,665 

19,638 

9.46%

9.46%

Minetta & Orpheum Theatres Loan (US)

June 1, 2026

6,234 

6,234 

6,194 

7.00%

7.00%

Union Square Financing (US)

(2)

November 6, 2026

49,000 

46,141 

45,958 

10.84%

10.84%

Nationwide Theaters Corp. (US)

(3)

September 30, 2035

13,648 

13,648 

7,810 

4.75%

12.66%

Denominated in foreign currency ("FC")

(4)

NAB Corporate Term Loan (AU)

July 31, 2030

64,031 

64,031 

63,766 

6.00%

6.00%

$

185,916 

$

183,057 

$

176,515 

(1)Net of deferred financing costs amounting to $706,000 and debt discounts (3).

(2)This loan has an option to extend to up to May 2027. This option is within our control and we intend to exercise it.

(3)This debt is carried net of debt discounts of $5.8 million.

(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 30, 2026.

As of December 31, 2025

(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 

$

27,617 

8.10%

8.10%

Bank of America Credit Facility (US)

September 18, 2026

6,200 

6,200 

6,200 

10.75%

10.75%

Cinemas 1, 2, 3 Term Loan (US)

October 1, 2026

19,841 

19,841 

19,766 

9.46%

9.46%

Minetta & Orpheum Theatres Loan (US)

June 1, 2026

6,829 

6,829 

6,819 

7.00%

7.00%

Union Square Financing (US)

(2)

November 6, 2026

49,000 

46,641 

46,184 

10.87%

10.87%

Nationwide Theaters Corp. (US)

(3)

September 30, 2035

13,648 

13,648 

7,648 

4.75%

12.66%

Denominated in foreign currency ("FC")

(4)

NAB Corporate Term Loan (AU)

July 31, 2030

64,019 

64,019 

63,732 

5.25%

5.25%

Total

$

187,450 

$

185,091 

$

177,966 

(1)Net of deferred financing costs amounting to $1.1 million and debt discounts (3).

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

(3)This debt is carried net of debt discounts of $6.0 million.

(4)The contractual facilities and outstanding balances of the FC-denominated borrowings were translated into U.S. dollars based on exchange rates as of December 31, 2025.

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,

Balance Sheet Caption (Dollars in thousands)

2026

2025

Debt - current portion

$

80,228

$

35,999

Debt - long-term portion

68,559

114,350

Subordinated debt - current portion

27,728

Subordinated debt - long-term portion

27,617

Total borrowings

$

176,515

$

177,966

 

22


Trust Preferred Securities

Our $27.9 million Trust Preferred Securities loan matures on April 30, 2027. Interest is charged quarterly at 4.0% above SOFR. Interest payments for this loan are required every three months, with the face value of the loan payable on maturity.

Minetta and Orpheum Theatres Loan

Our $6.2 million loan with Santander Bank matured on June 1, 2026. It is secured by our Minetta and Orpheum Theatres and carries an interest rate of 7.0%. The loan requires various paydowns throughout the year and a final repayment on $6.2 million upon maturity. While the facility matured on June 1, 2026, payments based on the same terms continue while we complete a refinance this facility. In August 2026 we extended the maturity of this loan to October 1, 2026, and we expect to complete a refinancing of this facility in the third quarter of 2026.

Bank of America Credit Facility

Our $5.4 million Bank of America facility matures on December 21, 2026, having extended the maturity date on December 29, 2025, to September 18, 2026, and on June 12, 2026, to December 21, 2026. Interest is charged at 3.5% above the Bank of America Prime rate, which itself has a floor of 1.0%. Payment-in-kind interest at a rate of 0.5% commenced on January 1, 2024, and continued until December 31, 2024, increasing to 1.5% on January 1, 2025, until the facility is repaid in full. This loan is subject to mandatory prepayment out of a portion of the net proceeds realized by us in the event that we sell certain specified assets.

Cinemas 1,2,3 Term Loan

Our $19.7 million Cinemas 1,2,3 Term Loan with Valley National Bank matures on October 1, 2026. It carries an interest rate of 5.5% above monthly SOFR, with a floor of 7.50%.

On February 26, 2025, we exercised the last of our extension options on this loan, extending the maturity to October 1, 2025. On November 13, 2025, we extended the maturity of this loan to its current maturity date of October 1, 2026.

Union Square Financing

Our $49.0 million loan facility with Emerald Creek Capital, matures on November 6, 2026. It is secured by our 44 Union Square property and certain limited guarantees. It bears a variable interest rate of term SOFR plus 6.9% and includes provisions for a prepaid interest reserve fund.

On May 2, 2025, we extended the maturity date of this loan to November 6, 2026, with one option to extend further to May 6, 2027, which we intend to exercise. The extension provides for a principal payment of $500,000 on or before the maturity date. This modification and a subsequent repayment reduced the facility limit from $55.0 million to $49.0 million.

Nationwide Theaters Corp.

At the time of our acquisition of Sutton Hill Associates (“SHA”) on December 19, 2025, SHA held $13.6 million of notes payable to Nationwide Theaters Corp. The notes are due in full on September 30, 2035, with interest of 4.75% per annum paid on a quarterly basis. Acquired as part of the Sutton Hill Acquisition, we carry this debt at its calculated fair value of $7.6 million as of acquisition date, with an effective interest rate of 12.66% accreting to its face value over time of $13.6 million.

Debt denominated in foreign currencies

Australian NAB Corporate Term Loan (AU)

Our $64.0 million Revolving Corporate Markets Loan Facility with National Australia Bank (“NAB”) matures on July 31, 2030. It consists of (i) an AU$100.0 million Corporate Loan facility at 1.75% above BBSY, of which AU $60.0 million was revolving and AU$40.0 million was core and (ii) a Bank Guarantee Facility of AU$3.0 million at a rate of 1.9% per annum. AU$50.0 million of the Corporate Loan Facility remains subject to an Interest Rate Collar which has a floor of 4.18% and a cap of 4.78%.

November 12, 2025, we extended the maturity of this loan to its current maturity date of July 31, 2030.

 

 

23


Note 14 – Other Liabilities

Other liabilities are summarized as follows:

June 30,

December 31,

(Dollars in thousands)

2026

2025

Current liabilities

Accrued pension

$

583

$

575

Security deposit payable

130

165

Other

32

34

Other current liabilities

$

745

$

774

Other liabilities

Lease make-good provision

6,500

6,284

Accrued pension

1,398

1,747

Deferred rent liability

3,713

3,439

Environmental reserve

1,656

1,656

Other non-current liabilities

$

13,267

$

13,126

Pension Liability – Supplemental Executive Retirement Plan

Details of our Supplemental Executive Retirement Plan are disclosed in Note 14 – Pension and Other Liabilities in our 2025 Form 10-K.

Included in our current and non-current liabilities are accrued pension costs of $2.0 million on June 30, 2026. The benefits of our pension plan are fully vested and therefore no service costs were recognized for the quarter and six months ended June 30, 2026, or 2025. Our pension plan is unfunded.

During the quarter and six months ended June 30, 2026, the interest cost was $28,000, and $58,000 respectively, and the actuarial loss was $52,000 and $104,000, respectively. During the quarter and six months ended June 30, 2025, the interest cost was $35,000 and $72,000, respectively, and the actuarial loss was $52,000, and $103,000, respectively.

 

Note 15 – 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

Balance at January 1, 2026

$

(3,194)

$

(18)

$

(1,346)

$

(56)

$

(4,614)

Change related to derivatives

Total change in hedge fair value recorded in Other Comprehensive Income

58

58

Amounts reclassified from accumulated other comprehensive income

(2)

(2)

Net change related to derivatives

56

56

Net current-period other comprehensive income (loss)

(74)

(2)

104

56

84

Balance at June 30, 2026

$

(3,268)

$

(20)

$

(1,242)

$

$

(4,530)

 

Note 16 – Commitments and Contingencies

Litigation Matters

We are currently involved in certain legal proceedings, and we may from time to time, in the normal course of business, be a party to various ordinary course claims from vendors, landlords, tenants, employees and competitors and to other legal proceedings. If management believes that a loss arising from the action is probable and can reasonably be estimated, the Company records the amount

 

24


of the loss or the minimum estimated liability when the loss is estimated using a range and no point in the range is more probable than another. Management believes that the ultimate outcome of the matters discussed below, individually and in the aggregate, will not likely have a material adverse effect on the Company’s financial position or overall trends in results of operations. However, litigation and claims are subject to inherent uncertainties and unfavorable outcomes can occur. An unfavorable outcome might include monetary damages. If an unfavorable outcome were to occur, there exists the possibility of a material adverse impact on the results of operation in the period in which the outcome occurs or in future periods. An unfavorable outcome could also have a material adverse effect on the Company’s financial position or the market prices of the Company’s securities.

Environmental and Asbestos Claims on Reading Legacy Operations

Certain of our subsidiaries were historically involved in railroad operations, coal mining, and manufacturing. Certain of these subsidiaries appear in the chain-of-title of properties that may suffer from environmental issues. 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. 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 in our opinion not material.

Certain Civil Litigation

Putative Class Action Litigation

Our Company is a defendant in two actions asserting putative class action claims under the Video Privacy Protection Act, a federal statute enacted in 1988 (the “VPPA”):  Daniel Valentini and Dallace Butler v. Reading International, Inc (2:24-cv-00255-RFB-MDC (D. Nev.)) (“The Valentini Case”), and Berryman v. Reading International, Inc. (1:24-cv-00750-PAE (S.D.N.Y.)) (“The Berryman Case”).  The plaintiffs in these cases allege that our Company is a video tape service provider and knowingly disclosed plaintiff’s movie purchase and video-viewing habits to third parties in violation of the VPPA. Valentini and Butler also allege violation of a parallel state statute (California Code section 1799.3, the “California Statute”). Berryman also asserts claims under a similar statute (New York General Business Law Section 671 et seq (the “NY Statute”) and under the NY Arts and Cultural Affairs Law Section 25.07(4) (the “NY AC Statute”) which regulates the disclosure requirements applicable to ticketing service charges and provides a right to recover “actual damages or fifty dollars per violation, whichever is greater.”

Only limited case law exists as to claims under VPPA.  We have not identified any U.S. case in which an adverse VPPA judgment has been entered against a motion picture exhibition company on facts substantially similar to those alleged in this case.  Further, the precedent that does exist suggests that theatres with websites selling tickets to cinema exhibitions are not video tape service providers under the statute, even if they operate websites to sell tickets and that the information disclosed through consumer use of cinema websites like ours does not include “personally identifiable information,” a necessary condition for liability under the VPPA. 

Our Company has filed motions to dismiss the Valentini and the Berryman claims under Federal rule of Procedure 12(b)(6) for failure to state a claim for which relief can be provided. The Valentini motion is on hold, pending the outcome of an appeal to the Ninth Circuit of a trial court decision which the Company believes, if affirmed, will likely result in the dismissal of the Valentini case with prejudice.

By Opinion and Order dated March 12, 2026, the District Court granted our Company’s motion and dismissed Berryman’s VPPA and NY Statute claims in their entirety, without leave to amend on the basis that we did not disclose an “personally identifiable information.” As a result of the Court’s ruling, no VPPA or NY Statute claims remain pending against the Company in the Berryman action. Plaintiff has no right to appeal such decision until after resolution of the entire case including the below discussed NY AC Statute claims.

Berryman also asserts claims under the NY AC Statute alleging deficiencies in the disclosure provided by our Company with respect to service charges to residents of New York who purchased tickets online to our New York cinemas. These claims were not the subject of the Company’s renewed motion to dismiss and remain pending. We believe that our disclosure satisfied the requirements of the NY AC Statute.  Berryman has moved for class certification of her claims under the NY AC Statute, and we will file our opposition no later than August 12, 2026. Due to the individualized nature of the allegations, we believe it is unlikely that class certification will be granted on the NY AC Statute claim, and that we will be able to resolve the matter on an individual named-Plaintiff-only basis.

 

25


We also anticipate a full dismissal of the Valentini VPPA claims, as the Ninth Circuit is likely to affirm a district court decision that theaters are not subject to the VPPA. Even if Valentini’s claims survive dismissal, we believe that we have strong defenses to the VPPA claims, including defense on the grounds that provided the basis for the above described dismissal of the Berryman VPPA claims. 

Wellington Construction Damage Litigation

A subsidiary of the Company is the defendant in litigation in Wellington, New Zealand titled Body Corporate 78693 v. Courtenay Car Park Limited & Ors (CIV-2021-485-612 & CIV-2023-485-67) which involves various claims related to the dropping of a concrete beam onto adjacent property by a construction subcontractor working for the general contractor engaged by such subsidiary to do demolition work on our subsidiary’s property. In March 2026, the Court has issued its findings that, while our subsidiary would be liable to the plaintiff’s under a theory of strict liability due to the inherently dangerous nature of the construction activity, our subsidiary is entitled to full indemnity from its general contractor under both contractual indemnity and breach of contract theories of recovery. To the extent our general contractor should for any reason fail to make good on its indemnity obligations to us, our subsidiary’s liability is fully covered by insurance. Our co-defendants have appealed the Court’s decision and, in light of such appeal, we have likewise appealed to protect our position. We are advised by counsel that the appeals process is likely to take a couple of years. As of the date of this disclosure, we have no present obligation to settle any amounts in relation to this matter, as the Court has assessed that obligation on other defendants.

Philadelphia Code Violation Litigation

During the third quarter of 2025, our Company was served with a petition styled City of Philadelphia-Plaintiff vs. Reading International, Inc. Control Number 25074006 filed in the Court of Common Pleas under the City’s Code Enforcement Case Program, which among other things, (i) alleged violations of certain sections of the Philadelphia Code on property allegedly owned or under the control of Reading International in Philadelphia; (ii) sought an order imposing statutory fines and reinspection fees and allowing the Department of Licenses and Inspections to enter the premises identified as 1120 Callowhill Street, Philadelphia Pennsylvania to conduct an interior inspection; and (iii) sought an order compelling the Defendants to correct all alleged violations. This case was settled during the second quarter of 2026 for a nominal amount.

 

Note 17 – 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”). This limited liability company has no assets, known liabilities or ongoing business activities.

The components of noncontrolling interests are as follows:

June 30,

December 31,

(Dollars in thousands)

2026

2025

Australian Country Cinemas, Pty Ltd

$

204

$

143

Shadow View Land and Farming, LLC

(2)

(2)

Noncontrolling interests in consolidated subsidiaries

$

202

$

141

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

Quarter Ended

Six Months Ended

June 30,

June 30,

(Dollars in thousands)

2026

2025

2026

2025

Australian Country Cinemas, Pty Ltd

$

44

$

46

$

57

$

31

Sutton Hill Properties, LLC

(183)

(359)

Net income (loss) attributable to noncontrolling interests

$

44

$

(137)

$

57

$

(328)

In December 2025, we acquired the 25% interest in Sutton Hill Properties that we did not already own via the acquisition of Sutton Hill Associates.

 

 

26


Note 18 – Stock-Based Compensation and Stock Repurchases

Employee and Director Stock Incentive Plan

2020 Stock Incentive Plan

On December 5, 2024, the Company’s stockholders, upon recommendation of the Company’s board of directors, approved the Second Amendment to the 2020 Stock Incentive Plan, increasing the number of Class A Common Stock reserved for issuance under the 2020 Plan by an additional 3,500,000 shares.

Under the 2020 Plan, the Company may grant stock options and other share-based payment awards of our Class A Common Stock to eligible employees, directors and consultants. At June 30, 2026, there were 353,472 shares of Class A Common Stock available for issuance under the 2020 Plan.

Stock options are granted at exercise prices equal to the grant-date market prices and typically expire on either the fifth or tenth anniversary of the grant date, although the Company’s Compensation and Stock Options Committee (the “Compensation Committee”) may set different vesting times. In contrast to a stock option where the grantee buys our Company’s share at an exercise price determined on the grant date, a restricted stock unit (“RSU”) entitles the grantee to 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 or options granted to management. At the time the options are exercised or RSUs vest and are settled, at the discretion of management, we may issue treasury shares or make a new issuance of shares to the option or RSU holder.

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.

For the quarter and six months ended June 30, 2026, we recorded a compensation expense of $191,000 and $380,000, respectively, relating to our prior stock option grants. For the quarter and six months ended June 30, 2025, we recorded a compensation expense of $265,000, and $564,000, respectively, relating to our prior stock option grants. At June 30, 2026, the total unrecognized estimated compensation expense related to non-vested stock options was $627,000, which we expect to recognize over a weighted average vesting period of 0.7 years. The intrinsic, unrealized value of all options outstanding vested and expected to vest, at June 30, 2026, was nil, as the closing price of our Class A Common Stock on that date was $1.28.

The following table summarizes the number of options outstanding and exercisable as of June 30, 2026, and December 31, 2025:

Outstanding Stock Options - Class A Shares

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

Balance - December 31, 2024

1,707,412

$

1.63

9.44

$

Granted

2,396,708

1.41

Exercised

Forfeited

Balance - December 31, 2025

4,104,120

$

1.49

6.52

$

Granted

Exercised

Forfeited

(154,675)

Balance - June 30, 2026

3,949,445

$

1.46

6.05

$

 

27


Restricted Stock Units

The following table summarizes the status of RSUs granted to date as of June 30, 2026:

Restricted Stock Units

RSU Grants (in units)

Vested,

Unvested,

Forfeited,

Grant Date

Directors

Management

Total
Grants

June 30,
2026

June 30,
2026

June 30,
2026

Opening balance

339,438

1,222,252

1,561,690

1,378,948

68,576

114,167

April 11, 2023

413,536

413,536

208,289

177,827

27,420

April 21, 2023

237,719

237,719

106,295

127,807

3,617

April 28, 2023

20,427

20,427

10,218

8,661

1,548

April 27, 2026

702,016

702,016

702,016

Total

339,438

2,595,950

2,935,388

1,703,750

1,084,887

146,752

Time vested RSU awards to management typically vest 25% on the anniversary of the grant date and the remainder over a period of four years. Beginning in 2020, a performance component has been added to certain management equity grants, which vest on the third anniversary of their grant date based on the achievement of certain performance metrics. From 2021 onwards, RSUs have two vesting structures, which include time vesting and performance vesting. The majority of RSUs vest 75% evenly over a period 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. In the second quarter of 2025, our Compensation Committee, upon the recommendation of our Chief Executive Officer and Board Chair, determined that due to liquidity management concerns, our Company would not pay cash bonuses for which our executive officers and other senior management may have been potentially eligible, and to issue stock options in lieu of such bonuses. Also, in 2024 and 2025, our Compensation Committee determined not to issue long term incentive stock options or RSUs.

For the quarter and six months ended June 30, 2026, we recorded compensation expense of $213,000 and $391,000, respectively. For the quarter and six months ended June 30, 2025, we recorded compensation expense of $264,000 and $565,000, respectively. The total unrecognized compensation expense related to the non-vested RSUs was $1.5 million as of June 30, 2026, which we expect to recognize over a weighted average vesting period of 0.43 years.

Stock Repurchase Program

Our Stock Repurchase Program expired on March 10, 2024, and has not been renewed.

 

Note 19 – Hedge Accounting

As of June 30, 2026, our Company held derivative instruments to the notional value of $34.6 million (AU$50.0 million). As of December 31, 2025, our Company held derivatives in the total notional amount of $32.2 million (AU$50.0 million).

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

Liability Derivatives

June 30,

December 31,

2026

2025

(Dollars in thousands)

Balance sheet location

Fair value

Balance sheet location

Fair value

Interest rate contracts

Derivative financial instruments - current portion

$

Derivative financial instruments - current portion

$

56 

Derivative financial instruments - non-current portion

Derivative financial instruments - non-current portion

Total derivatives designated as hedging instruments

$

$

56 

Total derivatives

$

$

56 

 

28


The changes in fair value of that instrument were 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 months ended June 30, 2026 and June 30, 2025, respectively, the derivative instruments affected Comprehensive Income as follows:

Amount of Loss (Gain) Recognized in Income on Derivatives

Quarter Ended June 30

Six Months Ended June 30

(Dollars in thousands)

Location of Loss Recognized in Income on Derivatives

2026

2025

2026

2025

Interest rate contracts

Interest expense

$

$

(10)

$

(2)

$

(9)

Total

$

$

(10)

$

(2)

$

(9)

Amount of Loss (Gain) Recognized in OCI on Derivatives (Effective Portion)

Quarter Ended June 30

Six Months Ended June 30

(Dollars in thousands)

2026

2025

2026

2025

Interest expense

$

(17)

$

235 

$

(58)

$

391 

Total

$

(17)

$

235 

$

(58)

$

391 

Amount of Loss (Gain) Reclassified from OCI into Income (Effective Portion)

Quarter Ended June 30

Six Months Ended June 30

(Dollars in thousands)

2026

2025

2026

2025

Interest expense

$

$

(10)

$

(2)

$

(9)

Total

$

$

(10)

$

(2)

$

(9)

As of June 30, 2026, we expect no further releases to earnings, as the derivative has no value and matures in July 2026.  

 

Note 20 – 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.

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 30, 2026, and December 31, 2025, by level within the fair value hierarchy.

Fair Value Measurement at June 30, 2026

(Dollars in thousands)

Carrying
Value(1)

Level 1

Level 2

Level 3

Total

Notes payable

$

155,144

$

$

$

151,776

$

151,776

Subordinated debt

27,913

27,346

27,346

$

183,057

$

$

$

179,122

$

179,122

Fair Value Measurement at December 31, 2025

(Dollars in thousands)

Carrying
Value(1)

Level 1

Level 2

Level 3

Total

Notes payable

$

157,178

$

$

$

155,727

$

155,727

Subordinated debt

27,913

27,886

27,886

$

185,091

$

$

$

183,613

$

183,613

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

 

29


The 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 30, 2026, and December 31, 2025.

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 30, 2026, and December 31, 2025, 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 SOFR 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 months ended June 30, 2026, and June 30, 2025.

 

Note 21 – Subsequent Events

On August 11, 2026, we extended the maturity of our Minetta and Orpheum Theaters Loan with Santander Bank to October 1, 2026.

This MD&A should be read in conjunction with the accompanying unaudited condensed 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 2025 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 condensed consolidated financial statements and related notes in this Report.

Business Overview & Updates

Cinema Exhibition Segment

We are encouraged by the improved performance of our cinema business in the second quarter of 2026 While macroeconomic challenges remain, our second quarter results reflect improving global cinema industry momentum and support our confidence in the continued growth of our cinema business. Q2 2026 benefited from theatrical successes including The Super Mario Galaxy Movie, The Devil Wears Prada 2, Michael, Backrooms, Obsession, and Toy Story 5. These releases continued the momentum that was set in Q1 2026 by releases such as Project Hail Mary, Wuthering Heights, and Hoppers.

Certain current macroeconomic conditions continued to present challenges for our cinema operations during the relevant periods, which are listed below:

Cinema attendance levels have not returned to pre-pandemic levels;

Inflationary pressures, ongoing supply chain issues, increases in labor costs, fuel costs, and operating expenses in general continue to push up our variable costs while we encounter consumer resistance to higher ticket prices;

Higher fixed third-party cinema rent, including base rent escalations and cost-of-living adjustments, together with deferred rent obligations; and

General market and economic conditions.

We believe that our ongoing focus on operational efficiency and strategic initiatives has improved our operational results, and we continue to respond to the prevailing macroeconomic challenges by:

Driving guest attendance and engagement levels through:

oOur expanded Food and Beverage program. Beer and wine, and liquor service is available at nearly every one of our U.S. cinema locations. We are working towards mirroring these enhancements in our Australian and New Zealand markets, ensuring a consistent and premium experience for audiences across all regions.

 

30


oExpanding our loyalty and membership ecosystem. In late 2024, we replaced our former loyalty program, Reel Club with Reading Rewards and Angelika Rewards in Australia and New Zealand, with a paid Boost tier available for each. In the United States, we replaced our former loyalty program, Cinema Extras at Consolidated Theatres at the end of 2025 with both a free to join and membership. In early 2026 we launched a new free and paid membership loyalty program at Reading Cinemas. Our Angelika U.S. free membership program continues to grow, and we plan to launch a paid subscription tier in Q3 2026.

Applying a laser focus to cost control, with particular emphasis on cinema labor and utilities; and

Renegotiating our cinema leases and aligning our occupancy costs more effectively with current attendance levels, through abatements, revised lease terms, and where necessary, the closure of certain underperforming venues.

These initiatives have contributed to improved revenue generation and enhanced cost management, while highlighting our focus on delivering a compelling and differentiated cinema experience that supports repeat visitation.

Looking ahead, we believe that the rest of the 2026 film slate presents a major opportunity to continue the positive momentum that we are seeing. As of today, Q3 2026 titles such as The Odyssey, Minions & Monsters, and Spider Man: Brand New Day, and other compelling releases later in 2026, including The Hunger Games: Sunrise on the Reaping, Avengers: Doomsday, Dune: Part Three and Jumanji 3. These 2026 future releases are positioned to appeal to a wide variety of audiences. They cover a wide range of genres, from family animation to science fiction, and each have the potential to produce significant box office results. Supported by our strategic operational initiatives and continued audience engagement efforts, we believe that this diverse slate positions us well for a robust second half of the year.

Real Estate Segment

In the United States, we now own 100% of our Cinemas 1,2,3 property and as of February 2026 we have classified this property as held for sale. Our sales efforts are progressing, and we expect to complete the sale by the end of 2026. We continue to work to secure tenant(s) for the remaining space at our 44 Union Square property in New York, and we believe demand for space in the Union Square submarket is improving. Additionally, we continue to hold our Newberry Yard property in Williamsport, Pennsylvania for sale.

In Australia, our real estate revenues continue to have steady, strong performance, especially when measured in local currency.

Our monetization of our property in Napier, New Zealand, which we signed a purchase and sale agreement for on March 4, 2026, is on hold while we work with the buyer to resolve certain unforeseen issues with the owner of the car park, which the cinema leases.

To align with our liquidity priorities, we have largely deferred new real estate development. Capital spending in 2025 and to date in 2026 has been primarily focused on upgrades to our existing cinemas.

Company 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 57 cinemas.

Real estate, including real estate development and the rental of retail, commercial, and Live Theatre assets.

Despite having monetized nine property assets since the pandemic, we believe our cinema and real estate segments remain complementary and central to our long-term growth strategy. Prior to the pandemic, cinema generated cash flows supported the capital requirements of our real estate development activities. During this period, we relied more heavily on income from our real estate assets and selectively monetized assets with embedded value to support the Company. With the effects of COVID-19 and the 2023 Hollywood strikes now largely behind us, we expect improved film quality and consistency to drive increased attendance and restore cinema generated cash flows as a key source of capital to expand and enhance our existing cinema and real estate portfolios. Currently, to address anticipated liquidity needs, Newberry Yard and Cinemas 1,2,3 are held for sale. Despite these planned dispositions, we expect to retain assets in Pennsylvania, Manhattan, and Australia that we believe offer meaningful long term value creation opportunities as capital resources permit.

Cinema Key Performance Indicators (“KPIs”)
(Unaudited; U.S. Dollars and functional currency thousands, except per patron data)

 

31


Food and Beverage Spend Per Patron

A key performance indicator utilized by management in our cinema exhibition segment is Food and Beverage (“F&B”) Spend Per Patron (“SPP”), which is calculated based on our total Food & Beverage Revenues on a post-tax basis divided by our attendance during a specific period.

One of our key strategic priorities is the continued enhancement of F&B offerings across several of our global cinema locations and is particularly important because F&B revenue is not shared with film distributors. We have a total of 37 theater locations globally that offer elevated food and beverage menus with options beyond traditional concessions like popcorn, soda, and candy. We use F&B SPP to assess top-line performance, benchmark against competitors, and evaluate pricing, promotions, and menu strategies at both global and individual location levels. While cinema profitability depends on factors such as labor and cost of goods, F&B SPP helps management optimize revenue.

Our F&B SPP in functional currency for the quarter and six months ended June 30, 2026, and June 30, 2025, are as follows:

Quarter Ended

% Change

Six Months Ended

% Change

Country

June 30,
2026

June 30,
2025

Fav/
(Unfav)

June 30,
2026

June 30,
2025

Fav/
(Unfav)

United States

$8.97

$9.13

(1.8)%

$8.73

$8.68

0.6%

Australia

$8.37

$8.26

1.3%

$8.25

$8.08

2.1%

New Zealand

$7.22

$7.14

1.1%

$7.02

$6.99

0.4%

Average Ticket Price per Patron

Average Ticket Price (“ATP”) Per Patron is an important key performance indicator utilized by management in our cinema exhibition segment. It is calculated based on our total Box Office Revenues on a post-tax basis divided by our attendance during a specific period. ATP serves to measure our operational cinema performance when compared to that of our competitors. ATP is a useful metric for evaluating our ability to achieve a strong top line performance, gauging the effectiveness of our cinemas’ pricing strategies and our ability to draw audiences back to our theaters. Management uses ATP to adjust and inform ticket pricing schemes for our individual theaters, measure the effectiveness of our content programming, and ensure that price barriers are not created for core guests.

Our ATP in functional currency for the quarter and six months ended June 30, 2026, and June 30, 2025, are as follows:

Quarter Ended

% Change

Six Months Ended

% Change

Country

June 30,
2026

June 30,
2025

Fav/
(Unfav)

June 30,
2026

June 30,
2025

Fav/
(Unfav)

United States

$13.77

$13.44

2.5%

$13.75

$13.46

2.1%

Australia

$16.89

$16.34

3.4%

$16.61

$16.00

3.8%

New Zealand

$15.58

$14.70

6.0%

$15.29

$14.30

6.9%

Real Estate Key Performance Indicators

The key performance indicators used by management in our real estate segment vary according to jurisdiction. At the current time, in the United States, we assess our real estate division (including 44 Union Square and our historical railroad assets, but excluding our Live Theatres), solely on a net operating income basis. We have no specific key performance standards to compare performance from period to period. Rather we analyze operating budgets and projections and compare actual results to budgeted or projected results from time to time.

In Australia and New Zealand, we assess our properties held for rent using net operating income, occupancy factor (the percentage of the net rentable area of our properties that are leased) and average lease duration. We believe our chosen indicators help us effectively assess the return on investment on our real estate assets.

Our real estate key performance indicator results for the quarter and six months ended June 30, 2026, and June 30, 2025, measured in functional currencies, are as follows:

Quarter Ended

% Change

Six Months Ended

% Change

 

32


Country

KPI

June 30,
2026

June 30,
2025

Fav/
(Unfav)

June 30,
2026

June 30,
2025

Fav/
(Unfav)

United States

Net Operating Income (Loss)

$

(371)

$

(275)

(34.9)

%

$

(680)

$

(421)

(61.5)

%

Australia

Net Operating Income (Loss)

$

808 

$

718 

12.5

%

$

1,405 

$

1,740 

(19.3)

%

Occupancy Factor

98.3%

98.8%

(0.5)

%age points

98.3%

98.8%

(0.5)

%age points

Average Lease Duration

2.58 years

3.79 Years

(1.2)

yrs

2.58 years

3.79 Years

(1.2)

yrs

New Zealand

Net Operating Income (Loss)

$

(217)

$

(209)

(3.8)

%

$

(409)

$

(684)

40.2

%

Occupancy Factor

100%

100%

0.0

%age points

100%

100%

0.0

%age points

Average Lease Duration

0.17 years

0.58 Years

(0.4)

yrs

0.17 years

0.58 Years

(0.4)

yrs

In the case of our Live Theatres, with respect to key performance indicators, we primarily look to the Live Theatre rental revenue and ancillary income from the theatres. This key performance indicator represents box office revenues less amounts paid to producers for license fee settlements, plus ancillary income earned by us from certain theatre operations.

Cinema Exhibition Segment Overview

We operate our worldwide cinema 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, Angelika Cinemas, and the State Cinema by Angelika brands, and for our one unconsolidated joint venture theatre, Event Cinemas.

in New Zealand, under the Reading Cinemas brand and for our two unconsolidated joint venture theatres, Rialto Cinemas.

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 30, 2026.

State / Territory /

Location

Screen

Interest in Asset
Underlying the Cinema

Country

Region

Count(3)

Count

Leased

Owned

Operating Brands

United States

Hawaii

6

74

6

0

Consolidated Theatres

California

4

48

4

0

Angelika Film Center, Reading Cinemas

New York

3

16

2

1

Angelika Film Center

Texas

1

8

1

0

Angelika Film Center

New Jersey

1

12

1

0

Reading Cinemas

Virginia

1

8

1

0

Angelika Film Center

Washington, D.C.

1

3

1

0

Angelika Film Center

U.S. Total

17

169

16

1

Australia

Victoria

9

62

9

0

Reading Cinemas

New South Wales

6

42

6

0

Reading Cinemas

Queensland

7

63

5

2

Reading Cinemas, Angelika Film Center, Event Cinemas

Western Australia

4

27

3

1

Reading Cinemas

South Australia

2

15

2

0

Reading Cinemas

Tasmania

2

14

2

0

Reading Cinemas, State Cinema by Angelika

Australia Total

30

223

27

3

New Zealand

Wellington

2

15

2

0

Reading Cinemas

Otago

2

12

1

1

Reading Cinemas, Rialto Cinemas

Auckland

2

15

2

0

Reading Cinemas, Rialto Cinemas

Canterbury

1

8

1

0

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

10

64

7

3

GRAND TOTAL

57

456

50

7

(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.

 

33


Our cinema revenues are primarily generated from ticket sales and rentals, food and beverage sales, screen advertising, gift cards and certificates, and booking fees from certain online and app purchases. Cinema operating expenses consist of the costs directly attributable to the operation of the cinemas, including (i) film rent expense, (ii) cost of goods sold, (iii) operating costs, such as labor costs and utilities, and (iv) occupancy costs. Cinema revenues and certain expenses fluctuate with the availability of quality content and the number of weeks such content stays on screen.

For a breakdown of our current cinema assets that we own and/or manage, please refer to Part I, Item 1 – Our Business of the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2025 (the “2025 Form 10-K”).

Cinema Pipeline and Closures

We continue to actively evaluate multiple cinema opportunities, where we believe that they will provide an appropriate commercial return.

On April 15, 2025, we closed our underperforming cinema located in San Diego, California, and a second underperforming cinema in La Mesa, California, on May 31, 2026.

On February 9, 2025, we closed our underperforming cinema located in Queenstown.

Our Board has authorized management to proceed with the negotiation of a lease for a new state-of-the-art cinema, located in Noosa, Queensland, Australia.

On January 31, 2025, we sold our Wellington, New Zealand properties, including the Courtenay Central building, to Prime Property Group Limited (“Prime”) for $21.5 million (NZ$38.0 million). In connection with the sale, we entered into an Agreement to Lease with Prime for the cinema component of the to-be-redeveloped Courtenay Central building, under which Prime is obligated to redevelop the property and complete seismic upgrades to meet current earthquake standards. We intend to fit out and operate the existing 10-screen cinema under a long-term lease and renovate it to a “best-in-class” standard.

Cinema Upgrades

The upgrades to our cinema circuit’s film exhibition technology and amenities over the years are as summarized in the following table as of June 30, 2026:

 

Location Count

Screen
Count

Screen Format

IMAX

1

1

TITAN LUXE and TITAN XC

26

32

70mm and/or 35mm projection

13

20

Dine-in Service

Gold Lounge (AU/NZ)(1)

11

29

Premium (AU/NZ)(2)

18

47

Upgraded Food & Beverage menu (U.S.)(3)

14

n/a

Premium Seating (features recliner seating)

35

210

Liquor Licenses (4)

48

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, but no waiter service.

(3)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.

(4)Liquor Licenses: Licenses are applicable at each cinema location, rather than each cinema auditorium. As of today, we have beer and wine licenses in 100% of our cinemas and liquor licenses in all but three of our cinemas operating in the U.S. In Australia, 87% of our cinemas are licensed and we have no liquor licenses pending. In New Zealand, 3 of our cinemas are licensed.

 

34


Real Estate Segment 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 Entertainment Themed Centers (“ETCs”). In addition to owning the fee interests in 7 of our cinemas (as presented in the table under Cinema Exhibition Overview), as of June 30, 2026, we:

own our 44 Union Square property in Manhattan comprised of retail and office space, which is partially leased to Petco;

own and operate two ETCs known as Newmarket Village (in a suburb of Brisbane), and the Belmont Common (in a suburb of Perth), the cinema components of which are included in the fee owned screen count above;

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 a single stage in each location;

own a 100% interest in Sutton Hill Properties LLC, which in turn owns the fee interest in and improvements constituting our Cinemas 1,2,3 located in Manhattan. In addition, in the fourth quarter of 2025, we wound up our long-term relationship with Sutton Hill Associates pursuant to a transaction whereby we purchased the 25% non-controlling minority interest in our Cinemas 1,2,3, property (also identified above as an “owned” cinema property) that we did not already own and the ground-lessee’s interest in the land and improvements constituting our Village East property. In February 2026, we classified our Cinemas 1,2,3 property as held for sale;

own the approximately 23.9-acre Newberry Yard property in Williamsport, Pennsylvania, which is currently held for sale; and

own approximately 201-acres principally in Pennsylvania from our legacy railroad business, including the Reading Viaduct in downtown Philadelphia.

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 2025 Form 10-K.

 

35


The combination of the COVID-19 pandemic, the lack of any U.S. public pandemic financial assistance due to our public company status, the 2023 Hollywood Strikes, increased interest rates, inflation, increased labor costs, and decreases in the value of the Australian Dollar and New Zealand Dollar vis-a-vis the U.S. Dollar over the past five years, have significantly impacted our cinema operations and necessitated capital conservation to sustain our cinema operations and service our debt. This has required us to rethink our real estate business plan and to monetize a number of properties that had pre-COVID been slated for long-term development.

Since 2021, we have monetized the following property assets:

(i)Our non-income producing land holding in Manukau, New Zealand (March 4, 2021);

(ii)Our non-income producing land holding in Coachella, California (March 5, 2021);

(iii)Our Redyard ETC in Auburn, Australia (June 9, 2021);

(iv)Our Royal George Live Theatre complex in Chicago (June 30, 2021, slated for redevelopment, and now being redeveloped for residential purposes by the new owner);

(v)The land underlying our cinema in Invercargill, New Zealand (August 30, 2021);

(vi)Our non-competitive four-screen cinema in Maitland, Australia (October 25, 2023);

(vii)Our administrative office building in Culver City, California (February 23, 2024);

(viii)On January 31, 2025, our Wellington properties, which included the Courtenay Central building; and

(ix)Most recently, on May 21, 2025, our Cannon Park property in Townsville, Queensland, Australia.

These properties were identified for sale and sold for various reasons, including:

(i)previously discussed liquidity needs,

(ii)the amount of capital required to materially increase their value in the immediate to mid-term,

(iii)with respect to certain assets, their immaterial or non-income producing nature, or

(iv)with respect to our Culver City office building, remote working making the property surplus to requirements.

United States:

44 Union Square Redevelopment (New York, N.Y.) On January 27, 2022, we entered a long-term lease with Petco for the lower level, ground floor, and second floor of the building. We continue to explore a variety of possible office and non-office types of uses for the remainder of the building.

Minetta Lane Theatre (New York, N.Y.)Audible has a license agreement with us through March 15, 2027. Audible presents productions and special live performance engagements on the Audible streaming service. During the second quarter of 2026, Audible presented a number of original productions, including the critically acclaimed play Sexual Misconduct of the Middle Class with Hugh Jackman (which opened in March 2026 and ran through April 2026, and which played previously during the second quarter of 2025), Tom Noonan’s What Happened Was, and Ella Hickson’s New Born.

Orpheum Theatre (New York, N.Y.)STOMP closed (after 30 years at our theatre) on January 8, 2023. Under our termination agreement with the producers of STOMP, we have certain rights to provide the New York City venue for any future production of that show. Following STOMP’s historic run at the Orpheum, the theatre has hosted a variety of productions including Rachel Bloom’s Death, Let Me Do My Show, Hamlet starring Eddie Izzard, The Big Gay Jamboree, The Jonathon Larson Project, Ginger Twinsies, and 11 to Midnight.

 

36


 

Cinemas 1,2,3 (New York, N.Y.)Currently operated as the Cinemas 1,2,3, and classified as held for sale from February 2026.

The Reading Viaduct and Adjacent Properties (Philadelphia, Pennsylvania)We continue work to realize the value of our real estate holdings in the City of Philadelphia. Our properties include the 0.7-mile-long Reading Viaduct – a raised railbed with bridges spanning the Callowhill and Poplar neighborhoods of Philadelphia and reaching Vine Street in the City’s Central Business District. The Reading Viaduct comprises over 6.0 acres of land, calculated inclusive of our contiguous properties and bridges arching over various public streets and sidewalks that connect our multiple parcels into one continuous land-holding, unimpaired by public thoroughfares. Representatives of the City of Philadelphia and the City Center District have expressed interest in acquiring the Reading Viaduct for park purposes as an extension to the existing Rail Park. According to its website, the City Center District is “a private-sector organization dedicated to making Center City Philadelphia clean, safe, and attractive, is committed to maintaining Center City’s competitive edge as a regional employment center, a quality place to live, and a premier regional destination for dining, shopping, and cultural attractions.” For more information, go to www.CenterCityPhila.org. In December 2023, the City adopted an ordinance enabling the condemnation of the Reading Viaduct, and the transfer of the property to the City Center District for use as a public park. Furthering these initiatives, since railroad property (such as the Reading Viaduct) is exempt from condemnation by state governments so long as such property is subject to the jurisdiction and oversight of the Federal Surface Transportation Board (the “STB”), the City has petitioned the STB for a determination that the Reading Viaduct is no longer railroad property subject to STB jurisdiction and oversight (the “STB Proceeding”). On September 24, 2025 the STB ruled in the City’s favor, which determination we have appealed. We continue to believe that Reading Viaduct offers a substantial long-term opportunity for our Company through a potential sale, lease or joint venture of part or all of the property. Our properties adjoining our Reading Viaduct include various free-standing legal parcels that could be monetized separately and/or apart from the main body of our Reading Viaduct.

Australia:

Newmarket Village ETC (Brisbane, Australia)We will continue to operate our Newmarket Village ETC, which includes Reading Cinemas as an anchor tenant. Our site includes a 23,218 square foot parcel adjacent to the center, improved with an office building. Over the next few years, we will be evaluating different development options for this space. The combined center and office building is 98% leased.

The Belmont Common, (Belmont, Perth, Australia) The total gross leasable area of the Belmont Common is 60,117 square feet of net rentable land. Our multiplex cinema is the anchor tenant with six third-party tenants. The site is currently 100% leased.

Cannon Park ETC (Queensland, Australia) - On May 21, 2025, we sold our Cannon Park ETC, comprising approximately 9.4-acres, for a purchase price of $20.7 million (AU$32.0 million). We have retained a long-term lease of the cinema component of that property.

New Zealand:

On January 31, 2025, we sold all of our properties in Wellington, New Zealand. As discussed above, once the new landlord completes certain seismic upgrades we intend to fit out and operate the existing 10-screen cinema under a long-term lease and renovate it to a “best-in-class” standard.

Our monetization of our property in Napier, New Zealand, which we signed a purchase and sale agreement for on March 4, 2026, is on hold while we work with the buyer to resolve certain unforeseen issues with the owner of the car park, which the cinema leases.

For a complete list of our principal properties, see Part I, Item 2Properties under the heading “Investment and Development Property” in our 2025 Form 10-K.

Corporate Matters

Refer to Part I – Financial Information, Item 1 – Notes to Condensed Consolidated Financial Statements - Note 18 – 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 2025 Form 10-K for more details on our cinema and real estate segments.


 

37


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 months ended June 30, 2026, and June 30, 2025, respectively:

Quarter Ended

% Change

Six Months Ended

% Change

(Dollars in thousands)

June 30,
2026

June 30,
2025

Fav/
(Unfav)

June 30,
2026

June 30,
2025

Fav/
(Unfav)

SEGMENT RESULTS

Revenue

Cinema exhibition

$

62,990

56,782

11

%

$

104,451

$

93,186

12

%

Real estate

4,853

4,653

4

%

9,449

9,498

(1)

%

Inter-segment elimination

(947)

(1,057)

10

%

(1,880)

(2,137)

12

%

Total revenue

66,896

60,378

11

%

112,020

100,547

11

%

Operating expense

Cinema exhibition

(50,857)

(47,940)

(6)

%

(90,683)

(85,597)

(6)

%

Real estate

(1,936)

(1,840)

(5)

%

(3,822)

(3,795)

(1)

%

Inter-segment elimination

947

1,057

(10)

%

1,880

2,137

(12)

%

Total operating expense

(51,846)

(48,723)

(6)

%

(92,625)

(87,255)

(6)

%

Depreciation and amortization

Cinema exhibition

(1,953)

(2,172)

10

%

(3,946)

(4,312)

8

%

Real estate

(1,136)

(1,125)

(1)

%

(2,278)

(2,226)

(2)

%

Total depreciation and amortization

(3,089)

(3,297)

6

%

(6,224)

(6,538)

5

%

General and administrative expense

Cinema exhibition

(1,022)

(1,217)

16

%

(2,005)

(2,298)

13

%

Real estate

(203)

(209)

3

%

(382)

(403)

5

%

Total general and administrative expense

(1,225)

(1,426)

14

%

(2,387)

(2,701)

12

%

Segment operating income

Cinema exhibition

9,158

5,453

68

%

7,817

979

>100

%

Real estate

1,578

1,479

7

%

2,967

3,074

(3)

%

Total segment operating income (loss)

$

10,736

$

6,932

55

%

$

10,784

$

4,053

>100

%

NON-SEGMENT RESULTS

Depreciation and amortization expense

(83)

(84)

1

%

(178)

(219)

19

%

General and administrative expense

(3,175)

(3,957)

20

%

(6,760)

(7,835)

14

%

Interest expense, net

(4,321)

(4,354)

1

%

(8,549)

(9,096)

6

%

Equity earnings of unconsolidated joint ventures

360

285

26

%

431

308

40

%

Gain (loss) on sale of assets

1,872

(>100)

%

8,398

(>100)

%

Other income (expense)

294

(2,273)

>100

%

(194)

(2,607)

93

%

Income before income taxes

3,811

(1,579)

>100

%

(4,466)

(6,998)

36

%

Income tax benefit (expense)

(1,497)

(1,225)

(22)

%

(1,354)

(753)

(80)

%

Net income (loss)

2,314

(2,804)

>100

%

(5,820)

(7,751)

25

%

Less: net income (loss) attributable to noncontrolling interests

44

(137)

>100

%

57

(328)

>100

%

Net income (loss) attributable to Reading International, Inc.

$

2,270

$

(2,667)

>100

%

$

(5,877)

$

(7,423)

21

%

Basic earnings (loss) per share

$

0.10

$

(0.12)

>100

%

$

(0.26)

$

(0.33)

21

%

 

Consolidated and Non-Segment Results:

Second Quarter Net Results

Revenue

Global revenue for the quarter ended June 30, 2026 increased by 11% from $60.4 million to $66.9 million compared to the equivalent prior-year period. This was driven by increased cinema revenues, primarily in Australia due to an improved movie slate led by movies

 

38


such Michael, The Super Mario Galaxy Movie, The Devil Wears Prada 2, and Toy Story 5. Such movies led to higher total circuit attendance volumes and higher ATP when compared to the second quarter of 2025. Our cinema revenues also benefited from an increase in 11% in the value of the Australian dollar against the comparative period. Real estate revenues held steady despite the impact of the sale of Cannon Park in May 2025 being offset by favorable exchange rate movements.

Global revenue for the six months ended June 30, 2026 increased by 11% from $100.5 million to $112.0 million compared to the equivalent prior-year period. This was driven by increased cinema revenues and an increase in 11% in the value of the Australian dollar across the comparative six month period. In addition to Q2’s movies, the six months to June 30, 2026 also benefited from the success of Project Hail Mary and Avatar: Fire and Ash in the first quarter. Real estate revenues held steady, with the impact of the sale of Cannon Park in May 2025 being offset by favorable exchange rate movements.

Segment Operating Income/(Loss)

Our total global segment operating income for the quarter ended June 30, 2026, increased by 55%, from net operating income of $6.9 million to net operating income of $10.7 million compared to the equivalent prior-year period. Our segment operating income benefited from increased attendance volumes due to an improved movie slate, and our major variable costs, being film rent, F&B and labor, while increasing, remained relatively consistent as a percentage of cinema revenue when compared to the prior period. Our reduced depreciation expense is a reflection of deferred capital investment in certain of our cinemas.

Our total global segment operating income for the six months ended June 30, 2026, increased by 166%, from net operating income of $4.1 million to net operating income of $10.8 million compared to the equivalent prior-year period. This was due to our second quarter performance, which resulted in a 52% increase in cinema revenues when compared to the quarter ended March 31, 2026.

During the second quarter of 2026, and indeed for the six months ended June 30, 2026, the Australia dollar strengthened against the U.S. dollar. The average Australia dollar exchange rate against the U.S. dollar for the second quarter of 2026 increased by 10.8% compared to the same period in 2025. The New Zealand dollar value has remained stable, with this exchange rate against the U.S. dollar weakened by only 1.5% in the second quarter of 2026 compared to the same period in 2025, but strengthened against the U.S. dollar by 1.1% in the six months to June 30, 2025.

Income Tax Expense

Income tax benefit for the quarter ended June 30, 2026, increased by 22% from $1.2 million to $1.5 million compared to the equivalent prior-year period. The change between 2026 and 2025 is primarily related to an increase in consolidated income in 2026.

Income tax expense for the six months ended June 30, 2026, increased by 80% from $0.8 million to $1.4 million compared to the equivalent prior-year period. The change between 2026 and 2025 is primarily related to a decrease in year-to-date consolidated losses in 2026.

Net Income/(Loss)

Our net income/(loss) for the quarter ended June 30, 2026, increased by 183%, from a net loss of $2.8 million to net income of $2.3 million. This was primarily due to our increased segment operating income and $794,000 of salary and bonus costs savings in general and administrative expenses, offset by a $1.9 million gain on sale of our property assets in Cannon Park, Australia and $2.3 million of foreign exchange losses not repeated in the current quarter.

Our net income/(loss) for the six months ended June 30, 2026, decreased by 25%, from a net loss of $7.8 million to a net loss of $5.8 million compared to the equivalent prior-year period. This was due to our improved segment operating income and a reduction of general and administrative expenses of $1.0 million. Such reductions were largely attributable to lower corporate salary and bonus costs, and were offset by a combined $8.4 million gain on sale on our Wellington, New Zealand and Cannon Park, Australia, properties. Income attributable to such sales was not replicated in the first six months of 2026. Additionally, a total of $2.6 million in exchange losses from the six months to June 30, 2025 were not repeated in the current period. Our interest expense reduced by $547,000 due to the pay down of debt from prior periods.


 

39


Business Segment Results

Cinema Exhibition

The following table details our cinema exhibition segment operating results for the quarter and six months ended June 30, 2026, and June 30, 2025, respectively:

% Change

Quarter Ended

Six Months Ended

Fav/(Unfav)

(Dollars in thousands)

June 30,
2026

% of Revenue

June 30,
2025

% of Revenue

June 30,
2026

% of Revenue

June 30,
2025

% of Revenue

Quarter Ended

Six Months Ended

REVENUE

United States

Admissions revenue

$

15,650

25%

$

16,099

28%

$

26,396

25%

$

26,344

28%

(3)

%

-

%

Food & beverage revenue

10,678

17%

11,274

20%

17,386

17%

17,382

19%

(5)

%

-

%

Advertising and other revenue

3,150

5%

2,885

5%

5,159

5%

4,827

5%

9

%

7

%

$

29,478

47%

$

30,258

53%

$

48,941

47%

$

48,553

52%

(3)

%

1

%

Australia

Admissions revenue

$

18,829

30%

$

14,275

25%

$

31,005

30%

$

23,905

26%

32

%

30

%

Food & beverage revenue

9,323

15%

7,213

13%

15,410

15%

12,069

13%

29

%

28

%

Advertising and other revenue

1,829

3%

1,421

3%

3,272

3%

2,617

3%

29

%

25

%

$

29,981

48%

$

22,909

40%

$

49,687

48%

$

38,591

41%

31

%

29

%

New Zealand

Admissions revenue

$

2,310

4%

$

2,338

4%

$

3,809

4%

$

3,884

4%

(1)

%

(2)

%

Food & beverage revenue

1,070

2%

1,135

2%

1,749

2%

1,901

2%

(6)

%

(8)

%

Advertising and other revenue

151

0%

142

0%

265

0%

257

0%

6

%

3

%

$

3,531

6%

$

3,615

6%

$

5,823

6%

$

6,042

6%

(2)

%

(4)

%

Total revenue

$

62,990

100%

$

56,782

100%

$

104,451

100%

$

93,186

100%

11

%

12

%

OPERATING EXPENSE

United States

Film rent and advertising cost

$

(8,891)

14%

$

(9,108)

16%

$

(14,530)

14%

$

(14,166)

15%

2

%

(3)

%

Food & beverage cost

(2,661)

4%

(2,931)

5%

(4,288)

4%

(4,514)

5%

9

%

5

%

Occupancy expense

(3,968)

6%

(4,420)

8%

(7,996)

8%

(8,387)

9%

10

%

5

%

Labor cost

(4,343)

7%

(4,212)

7%

(8,003)

8%

(8,293)

9%

(3)

%

3

%

Utilities

(1,445)

2%

(1,332)

2%

(2,648)

3%

(2,551)

3%

(8)

%

(4)

%

Cleaning and maintenance

(1,509)

2%

(1,754)

3%

(2,797)

3%

(3,295)

4%

14

%

15

%

Other operating expenses

(1,906)

3%

(2,321)

4%

(3,865)

4%

(4,468)

5%

18

%

13

%

$

(24,723)

39%

$

(26,078)

46%

$

(44,127)

42%

$

(45,674)

49%

5

%

3

%

Australia

Film rent and advertising cost

$

(8,515)

14%

$

(6,586)

12%

$

(13,590)

13%

$

(10,542)

11%

(29)

%

(29)

%

Food & beverage cost

(2,024)

3%

(1,531)

3%

(3,391)

3%

(2,606)

3%

(32)

%

(30)

%

Occupancy expense

(4,952)

8%

(4,511)

8%

(9,736)

9%

(8,805)

9%

(10)

(11)

%

Labor cost

(4,242)

7%

(3,425)

6%

(7,941)

8%

(6,732)

7%

(24)

(18)

%

Utilities

(880)

1%

(651)

1%

(1,960)

2%

(1,493)

2%

(35)

(31)

%

Cleaning and maintenance

(1,438)

2%

(1,154)

2%

(2,569)

2%

(2,304)

2%

(25)

(12)

%

Other operating expenses

(1,044)

2%

(799)

1%

(1,937)

2%

(1,574)

2%

(31)

(23)

%

$

(23,095)

37%

$

(18,657)

33%

$

(41,124)

39%

$

(34,056)

37%

(24)

%

(21)

%

New Zealand

Film rent and advertising cost

$

(1,056)

2%

$

(1,141)

2%

$

(1,637)

2%

$

(1,789)

2%

7

%

8

%

Food & beverage cost

(223)

0%

(269)

0%

(362)

0%

(416)

0%

17

13

%

Occupancy expense

(709)

1%

(737)

1%

(1,453)

1%

(1,471)

2%

4

1

%

Labor cost

(545)

1%

(579)

1%

(1,028)

1%

(1,113)

1%

6

8

%

Utilities

(132)

0%

(136)

0%

(231)

0%

(234)

0%

3

1

%

Cleaning and maintenance

(182)

0%

(196)

0%

(327)

0%

(390)

0%

7

%

16

%

Other operating expenses

(192)

0%

(147)

0%

(394)

0%

(454)

0%

(31)

%

13

%

$

(3,039)

5%

$

(3,205)

6%

$

(5,432)

5%

$

(5,867)

6%

5

%

7

%

Total operating expense

$

(50,857)

81%

$

(47,940)

84%

$

(90,683)

87%

$

(85,597)

92%

(6)

%

(6)

%

DEPRECIATION, AMORTIZATION, IMPAIRMENT AND GENERAL AND ADMINISTRATIVE EXPENSE

United States

Depreciation and amortization

$

(944)

1%

$

(1,157)

2%

$

(1,912)

2%

$

(2,278)

2%

18

%

16

%

General and administrative expense

(606)

1%

(731)

1%

(1,253)

1%

(1,456)

2%

17

%

14

%

$

(1,550)

2%

$

(1,888)

3%

$

(3,165)

3%

$

(3,734)

4%

18

%

15

%

Australia

Depreciation and amortization

$

(900)

1%

$

(905)

2%

$

(1,814)

2%

$

(1,819)

2%

1

%

-

%

General and administrative expense

(420)

1%

(427)

1%

(756)

1%

(772)

1%

2

%

2

%

$

(1,320)

2%

$

(1,332)

2%

$

(2,570)

2%

$

(2,591)

3%

1

%

1

%

New Zealand

Depreciation and amortization

$

(109)

0%

$

(111)

0%

$

(219)

0%

$

(214)

0%

2

%

(2)

%

General and administrative expense

4

(0)%

(58)

0%

3

(0)%

(71)

0%

>100

%

>100

%

$

(105)

0%

$

(169)

0%

$

(216)

0%

$

(285)

0%

38

%

24

%

Total depreciation, amortization, general and administrative expense

$

(2,975)

5%

$

(3,389)

6%

$

(5,951)

6%

$

(6,610)

7%

12

%

10

%

OPERATING INCOME (LOSS) – CINEMA

United States

$

3,205

5%

$

2,292

4%

$

1,649

2%

$

(855)

(1)%

40

%

>100

%

Australia

5,566

9%

2,920

5%

5,993

6%

1,944

2%

91

%

>100

%

New Zealand

387

1%

241

0%

175

0%

(110)

(0)%

61

%

>100

%

Total Cinema operating income (loss)

$

9,158

15%

$

5,453

10%

$

7,817

7%

$

979

1%

68

%

>100

%

 

40


Second Quarter Results

Revenue

Global cinema revenue for the quarter ended June 30, 2026, increased by 11% from $56.8 million to $63.0 million compared to the equivalent prior-year period. Mainstream movies such as Michael, The Super Mario Galaxy Movie, The Devil Wears Prada 2 and Toy Story 5 made for a mainstream slate that resonated with guests more strongly than the quarter ended June 30, 2025. Australia was the primary beneficiary of the increased cinema revenue with 15% higher attendance than the second quarter of 2025 and a 3.4% increased ATP. Australian cinema revenues benefited further from an increase in 11% in the value of the Australian dollar against the comparative period. The US saw a 2.4% increase in ATP, but overall attendance was down due to the May 2026 closure of our cinema 10-screen La Mesa cinema, the closure of our San Diego cinema in April 2025 and a weaker specialty slate compared to the comparative period. This quarter’s movie slate was not as well received in Hawaii as the same prior-year period, which further impacted our results. Our F&B revenue improvements in Australia were driven by attendance and foreign exchange benefits.

Global cinema revenue for the six months ended June 30, 2026, increased by 12% from $93.2 million to $104.5 million compared to the equivalent prior-year period. Movies such as Michael, The Super Mario Galaxy Movie, The Devil Wears Prada 2, Project Hail Mary and Toy Story 5 made for a mainstream movie slate which was stronger than the six months ended June 30, 2025. ATP increased for all three countries, while attendance reduced for the US due to the closure of our cinema in La Mesa in May 2026 and the closure of our San Diego cinema in April 2025, and a slightly weaker specialty movie slate.

Operating Expenses

Global cinema operating expenses for the quarter ended June 30, 2026, increased by 6% from $47.9 million to $50.9 million compared to the equivalent prior-year period. Operating expenses in Australia increased due to increased attendance and the impact of foreign exchange rates, but film rent costs as a proportion of box office attendance remained broadly similar. Our Australian occupancy cost increased due to scheduled rent increases and foreign exchange impacts, but our increases in revenue meant that occupancy cost as a proportion of revenue decreased. US expenses decreased 5% due to the overall reduced attendance caused by the closure of our La Mesa cinema, the closure of which also decreased our rent expense, but film rent patterns followed those of Australia.

Global cinema operating expenses for the six months ended June 30, 2026, increased by 6% from $85.6 million to $90.7 million compared to the equivalent prior-year period. This was driven by increased attendance in Australia, which increased cinema operating expenses while broadly holding our film rent, F&B and labor margins. US expenses decreased due to the impacts of increased attendance being offset by the closure of our La Mesa and San Diego cinemas, the impact of negotiated rent abatements, and savings in cleaning and maintenance and other operating expenses.

Depreciation, amortization, impairment, general and administrative expense

Depreciation, amortization, impairment, and general and administrative expenses for the quarter ended June 30, 2026, decreased by 12% from $3.4 million to $3.0 million, compared to the equivalent prior-year period.

Depreciation, amortization, impairment, and general and administrative expenses for the six months ended June 30, 2026, decreased by 10% from $6.6 million to $6.0 million, compared to the equivalent prior-year period.

Cinema Segment Operating Income/(Loss)

Our global cinema segment operating income/(loss) for the quarter ended June 30, 2026, increased by 68% from a net operating income of $5.5 million to net operating income of $9.2 million compared to the equivalent prior-year period. The improvement in segment operating income is due to increased cinema revenues in Australia offset by decreases in cinema revenues in the US and New Zealand, and decreases in operating expenses in the US and New Zealand offset by attendance-driven increases in Australia.

Our global cinema segment operating income/(loss) for the six ended June 30, 2026, increased by 698% from net operating income of $1.0 million to net operating income of $7.8 million compared to the equivalent prior-year period. The improvement in segment operating income is due to increased cinema revenues in Australia and the US offset by higher operating expenses in Australia.

 

41


Real Estate

The following table details our real estate segment operating results for the quarter ended June 30, 2026 and June 30, 2025, respectively:

% Change

Quarter Ended

Six Months Ended

Fav/(Unfav)

(Dollars in thousands)

June 30,
2026

% of
Revenue

June 30,
2025

% of
Revenue

June 30,
2026

% of
Revenue

June 30,
2025

% of
Revenue

Quarter Ended

Fav/
(Unfav)

REVENUE

United States

Live theatre rental and ancillary income

$

824

17%

$

630

14%

$

1,572

17%

$

1,173

12%

31

%

34

%

Property rental income

1,055

22%

1,070

23%

2,107

22%

2,114

22%

(1)

%

-

%

1,879

39%

1,700

37%

3,679

39%

3,287

35%

11

%

12

%

Australia

Property rental income

2,762

57%

2,741

59%

5,343

57%

5,756

61%

1

%

(7)

%

New Zealand

Property rental income

212

4%

212

5%

427

5%

455

5%

-

%

(6)

%

Total revenue

$

4,853

100%

$

4,653

100%

$

9,449

100%

$

9,498

100%

4

%

(1)

%

OPERATING EXPENSE

United States

Live theatre cost

$

(259)

5%

$

(255)

5%

$

(532)

6%

$

(492)

5%

(2)

%

(8)

%

Occupancy expense

(220)

5%

(174)

4%

(445)

5%

(352)

4%

(26)

%

(26)

%

Utilities

(34)

1%

16

(0)%

(103)

1%

(28)

0%

(>100)

%

(>100)

%

Cleaning and maintenance

(141)

3%

(75)

2%

(177)

2%

(106)

1%

(88)

%

(67)

%

Other operating expenses

(217)

4%

(264)

6%

(430)

5%

(430)

5%

18

%

-

%

(871)

18%

(752)

16%

$

(1,687)

18%

$

(1,408)

15%

(16)

%

(20)

%

Australia

Occupancy expense

(474)

10%

(479)

10%

$

(925)

10%

$

(967)

10%

1

%

4

%

Labor cost

(5)

0%

(76)

2%

(8)

0%

(119)

1%

93

%

93

%

Utilities

(18)

0%

(20)

0%

(49)

1%

(34)

0%

10

%

(44)

%

Cleaning and maintenance

(281)

6%

(215)

5%

(532)

6%

(435)

5%

(31)

%

(22)

%

Other operating expenses

(211)

4%

(198)

4%

(458)

5%

(456)

5%

(7)

%

-

%

(989)

20%

(988)

21%

$

(1,972)

21%

$

(2,011)

21%

-

%

2

%

New Zealand

Occupancy expense

(35)

1%

(31)

1%

$

(69)

1%

$

(89)

1%

(13)

%

22

%

Labor cost

0%

0%

0%

(2)

0%

-

%

100

%

Utilities

0%

0%

0%

(5)

0%

-

%

100

%

Cleaning and maintenance

0%

0%

0%

(4)

0%

-

%

100

%

Other operating expenses

(41)

1%

(69)

1%

(94)

1%

(276)

3%

41

%

66

%

(76)

2%

(100)

2%

$

(163)

2%

$

(376)

4%

24

%

57

%

Total operating expense

$

(1,936)

40%

$

(1,840)

40%

$

(3,822)

40%

$

(3,795)

40%

(5)

%

(1)

%

DEPRECIATION, AMORTIZATION, GENERAL AND ADMINISTRATIVE EXPENSE

United States

Depreciation and amortization

$

(651)

13%

$

(674)

14%

$

(1,309)

14%

$

(1,333)

14%

3

%

2

%

General and administrative expense

(174)

4%

(185)

4%

(345)

4%

(315)

3%

6

%

(10)

%

(825)

17%

(859)

18%

(1,654)

18%

(1,648)

17%

4

%

-

%

Australia

Depreciation and amortization

$

(426)

9%

$

(391)

8%

$

(850)

9%

$

(776)

8%

(9)

%

(10)

%

General and administrative expense

(5)

0%

(24)

1%

(13)

0%

(87)

1%

79

%

85

%

(431)

9%

(415)

9%

(863)

9%

(863)

9%

(4)

%

-

%

New Zealand

Depreciation and amortization

(59)

1%

(60)

1%

(119)

1%

(117)

1%

2

%

(2)

%

General and administrative expense

(24)

0%

0%

(24)

0%

(1)

0%

-

%

(>100)

%

(83)

2%

(60)

1%

(143)

2%

(118)

1%

(38)

%

(21)

%

-

Total depreciation, amortization, general and administrative expense

$

(1,339)

28%

$

(1,334)

29%

$

(2,660)

28%

$

(2,629)

28%

-

%

(1)

%

OPERATING INCOME (LOSS) - REAL ESTATE

United States

$

183

4%

$

89

2%

$

338

4%

$

231

2%

>100

%

46

%

Australia

1,342

28%

1,338

29%

2,508

27%

2,882

30%

-

%

(13)

%

New Zealand

53

1%

52

1%

121

1%

(39)

(0)%

2

%

>100

%

Total real estate operating income (loss)

$

1,578

33%

$

1,479

32%

$

2,967

31%

$

3,074

32%

7

%

(3)

%

Second Quarter Results

Revenue

Real estate revenue for the quarter ended June 30, 2026, remained broadly consistent with the equivalent prior-year period. This was due to the loss of property rental income from the monetization of Cannon Park in May 2025, offset by strengthening Australian dollar exchange rates and higher Live Theatre rental and ancillary income.

Real estate revenue for the six months ended June 30, 2026, remained broadly consistent with the equivalent prior-year period, reflective of the loss of rental revenue from the monetization of Cannon Park.

 

42


Real Estate Segment Income/(Loss)

Real estate segment operating income/(loss) for the quarter ended June 30, 2026, increased by 7% from net operating income of $1.5 million to net operating income of $1.6 million compared to the equivalent prior-year period. This was driven by movements in revenue, as costs remain broadly similar to the comparative period.

Real estate segment operating income/(loss) for the six months ended June 30, 2026, decreased by 3% from net operating income of $3.1 million to net operating income of $3.0 million compared to the equivalent prior-year period.

 

LIQUIDITY AND CAPITAL RESOURCES

Our Financing Position

As of June 30, 2026, we had $5.7 million in unrestricted cash and cash equivalents compared to $10.5 million on December 31, 2025. The changes in cash and cash equivalents for the quarter ended June 30, 2026, and June 30, 2025, respectively, are discussed as follows:

 

Six Months Ended

June 30,

(Dollars in thousands)

2026

2025

% Change

Net cash provided by (used in) operating activities

$

682

$

(6,151)

>100

%

Net cash provided by (used in) investing activities

(1,418)

37,806

(>100)

%

Net cash provided by (used in) financing activities

(4,426)

(34,883)

87

%

Effect of exchange rate on cash and restricted cash

263

101

>100

%

Increase (decrease) in cash and cash equivalents and restricted cash

$

(4,899)

$

(3,127)

(57)

%

Operating activities

Cash used in operating activities for the six months ended June 30, 2026, increased from cash used of $6.2 million, to $0.7 million provided by operating activities compared to the same period in the prior year. This was due to increases in attendance driving improved operating results.

Investing activities

Cash used in investing activities during the six months ended June 30, 2026 was $1.4 million, compared to cash provided in the same prior year period of $37.8 million. This was due to the proceeds on sale of our Wellington and Cannon Park properties in the prior year period. In the current period, we continued to complete strategic upgrades and renovations of certain theaters.

Financing activities

Cash used in financing activities for the six months ended June 30, 2026, decreased from $34.9 million to $4.4 million compared to the same prior year period. In the six months to June 30, 2025, we repaid our $10.5 million Westpac loan and $6.1 million of our Bank of America loan following the monetization of our Wellington properties and Cannon Park. In the six months to June 30, 2026, we made scheduled repayments on certain loans, rather than larger pay downs triggered by maturities or asset monetizations.

 

43


On June 30, 2026, our total outstanding borrowings gross of direct financing costs were $183.1 million compared to $185.1 million on December 31, 2025. 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 six months ended June 30, 2026, and preceding four years:

As of and
for the
6-Months
Ended

Year Ended December 31

(Dollars in thousands)

June 30, 2026

2025

2024

2023

2022

Total Resources (cash and borrowings)

Cash and cash equivalents (unrestricted)

$

5,680 

$

10,531 

$

12,347 

$

12,906 

$

29,947 

Unused borrowing facility

2,859 

2,359 

7,859 

7,859 

12,000 

Restricted for capital projects

2,859 

2,359 

7,859 

7,859 

12,000 

Unrestricted capacity

Total resources at period end

8,539 

12,890 

20,206 

20,765 

41,947 

Total unrestricted resources at period end

5,680 

10,531 

12,347 

12,906 

29,947 

Debt-to-Equity Ratio

Total contractual facility

$

185,916 

$

187,450 

$

210,572 

$

218,159 

$

227,633 

Total debt (gross of deferred financing costs)

183,057 

185,091 

202,713 

210,300 

215,633 

Current

107,956 

35,999 

69,193 

35,070 

38,026 

Non-current

75,101 

149,092 

133,520 

175,230 

177,607 

Finance lease liabilities

43 

83 

28 

Total book equity

(23,141)

(18,098)

(4,790)

32,996 

63,279 

Debt-to-equity ratio

(7.91)

(10.23)

(42.32)

6.37 

3.41 

Changes in Working Capital

Working capital (deficit)

$

(157,379)

$

(106,765)

$

(104,584)

$

(88,373)

$

(74,152)

Current ratio

0.23 

0.17 

0.35 

0.30 

0.39 

Capital Expenditures (including acquisitions)

$

1,389 

$

1,498 

$

2,028 

$

4,711 

$

9,780 

(1)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.

Our working capital deficit increased at June 30, 2026, because of the loans due in twelve months as discussed in Note 13 - Borrowings and further below.

Our Financing Strategy

Responding to a rapidly evolving operating environment

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.

Prior to the COVID-19 pandemic, we used cash generated from operations and other excess cash, to the extent not needed, to fund capital investments contemplated by our business plan, in order 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 reviewed the maturities of our borrowing arrangements and negotiated renewals and extensions where necessary.

The COVID-19 pandemic, the 2023 Hollywood Strikes and periods of weak theatrical releases, augmented by changing consumer habits due to each of the foregoing, and continuing macroeconomic headwinds such as high interest rates, inflation, supply chain issues and increased film rent (particularly on popular releases), labor, and operating costs, have necessitated a change in strategy while the global cinema business recovers. We have taken a variety of steps across our various operating jurisdictions to reduce our spending, including, without limitation, deferring non-essential capital expenditures, deferring certain operational expenses, renegotiating occupancy arrangements, closing certain unprofitable cinemas, deferring compensation expenses, and eliminating certain travel and entertainment expenses.

Actively managing our debt

As of June 30, 2026, we have debt of $108.0 million (being our current debt and our current subordinated debt) coming due in the next 12 months. Although central banks in the three countries in which we operate have reduced interest rates from recent highs, rates remain elevated compared with pre-pandemic levels (that being said, our New Zealand operations are unencumbered by debt). We continue to monitor debt maturities and, where appropriate, seek extensions or other modifications. We believe that our bank lenders understand that the continuing effects of the factors discussed in the preceding paragraph, and various economic factors, are not of our own making,

 

44


that we are taking aggressive steps to manage these industry headwinds, and that, generally speaking, our relationships with our lenders are positive.

In the U.S., we have recently modified our 44 Union Square and Bank of America loans to defer scheduled repayments with no changes to interest rates or maturity dates. We continue to make principal payments on this facility.

In Australia, our NAB financing requires that our Company comply with certain covenants. Furthermore, our Company’s use of loan funds from NAB is limited due to restrictions on the expatriation of funds from Australia to the United States. We have recently extended this facility by five years on November 12, 2025, to a current maturity date of July 31, 2030, and obtained temporary reductions to our minimum liquidity requirement for a defined period in 2026. We used a portion of the proceeds raised from the sale of Cannon Park in May 2025 to reduce our NAB facility by $12.9 million (AU$20.0 million). The U.S. dollar value of our Australian borrowings is subject to changes in foreign exchange rates, which may or may not be material depending on currency fluctuations. However, since we intend to repay this debt using Australian revenues, we do not consider such fluctuations material to our overall strategy.

For more information about our borrowings, please refer to Part I – Financial Information, Item 1 – Notes to Condensed Consolidated Financial Statements - Note 13 – Borrowings. For more information about our efforts to manage our liquidity issues, see Part I - Financial Information, Item 1 – Notes to Condensed Consolidated Financial Statements – Note 2 – Liquidity and Impairment Assessment.

Pursuing further asset monetizations where appropriate

As discussed elsewhere in this Report, we have monetized a number of assets and used the proceeds to support our ongoing liquidity, and are working towards two further monetizations.

Our Newberry Yard property in Williamsport, Pennsylvania continues to be listed as an asset held for sale. This property was historically used as a rail yard, and, accordingly, improved with tracks and switches and has direct access to the area’s rail system. Certain issues as to the location of various railroad rights of way have now been resolved on what we believe to be favorable terms and terms which enhanced the value of the property.

In December 2025 we wound up our relationship with Sutton Hill Associates (“SHA”) to among other things, obtain complete legal ownership of our Cinemas 1,2,3 property. Our 2025 Form 10-K discusses the mechanics of this transaction. In February 2026 we retained Newmark & Company Real Estate, Inc. to monetize the property. While no assurances can be given, we believe it reasonable to assume that these assets can be monetized before the end of the year. We assume that any buyer will be contemplating the redevelopment of the property for residential purposes (which we believe to be the highest and best use of the property and which we do not currently have the capital to pursue) and have advised our brokers that we are prepared to remain in occupancy during the development period. The only debt on our Cinemas 1,2,3 property is a $19.7 million first mortgage.

Liquidity expectations

We believe that cinema cash flow for 2026 will be stronger than in recent periods, but we continue to face significant macroeconomic challenges. While we are taking a variety of steps, as discussed above, to address these challenges, we may be required to adopt one or more alternatives to raise further liquidity if our Company is unable to generate sufficient cash flow in the upcoming months. Such alternatives may include, but are not limited to, further reducing, delaying or eliminating planning capital expenditures, monetizing additional assets, restructuring our debt and/or our lease obligations, or finding additional sources of liquidity. See also Note 2 – Liquidity and Impairment Assessment for discussion of our going concern assessment.

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 30, 2026:

(Dollars in thousands)

2026

2027

2028

2029

2030

Thereafter

Total

Debt(1)

$

81,337 

$

3,043 

$

3,043 

$

3,043 

$

51,033 

$

13,645 

$

155,144 

Subordinated debt(1)

27,913 

27,913 

Estimated interest on debt (2)

6,031 

5,738 

4,454 

4,282 

2,745 

3,079 

26,329 

Operating leases, including imputed interest

29,496 

26,722 

25,440 

23,442 

21,699 

106,979 

233,778 

Pension liability

292 

607 

640 

442 

1,981 

Interest on pension liability

50 

77 

44 

11 

182 

Total

$

117,206 

$

64,100 

$

33,621 

$

31,220 

$

75,477 

$

123,703 

$

445,327 

 

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

 

45


 

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

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 2025 Form 10-K for more information. There have been no material changes to our litigation since our 2025 Form 10-K, except as set forth in Notes to Condensed Consolidated Financial Statements - Note 16 – 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 AND ESTIMATES

We believe that the application of the following accounting policies requires significant judgments and estimates in the preparation of our Condensed 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.

No impairment losses were recorded for long-lived and finite-lived intangible assets for the quarter ended June 30, 2026.

(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 quarter ended June 30, 2026.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Our statements in this quarterly report, including the documents incorporated herein by reference, contain a variety of forward-looking statements as defined by the 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, our beliefs regarding the impact of the 2023 Hollywood Strikes on the cinema business; our expected operating results, including 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; our expectations regarding patrons returning to our theatres and continuing to use discretionary funds on entertainment outside of the home; our beliefs regarding the impact of our cinema-anchored real estate developments; our beliefs regarding the success of our diversified business strategy; our belief regarding the attractiveness of 44 Union Square to potential tenants and ability to lease space on acceptable terms; our ability to complete the sale of our Cinemas 1,2,3 property and our ability to remain at the property during the development period; our expectations regarding the effects of our enhanced F&B offerings and loyalty program changes on our operating results; our expectations regarding our ability to monetize our assets on terms acceptable to us; our expectations regarding credit facility covenant compliance and our ability to continue to obtain necessary covenant waivers and loan extensions on terms acceptable to us; our expectations regarding interest rate and currency exchange rate fluctuations; impacts of recent cinema closures on cinema revenue going forward; and our expectations of our liquidity and capital requirements and the allocation of funds.

 

46


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:

reduced consumer demand due to inflationary pressures and other macroeconomic pressures; 

the adverse continuing effects of external events of the past pandemic and the 2023 Hollywood strikes on our Company’s results from operations, liquidity, cash flows, financial condition, and access to credit markets;

a change in consumer behavior in favor of alternative forms or mediums of entertainment, and limited availability of wide motion picture release content;

reduction in operating margins (or negative operating margins) due to (i) decreased attendance, (ii) limited availability of wide release content, and (iii) increased operating expenses;

competition from cinema operators who have successfully used debtor laws to reduce their debt and/or rent exposure;

the uncertainty as to the scope and extent of our government’s potential responses to future outbreak of infectious diseases;

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 theatrical films on alternative channels; (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, and video on demand platforms;

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;

the ability to negotiate favorable rent abatement, deferral and repayment terms with our landlords (which may include lenders who have foreclosed on the collateral held by our prior landlords);

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;

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;

disruptions in film supply and film marketing due to the 2023 Hollywood Strikes; and

competition from a newly restructured Regal, which may have lower occupancy costs than our cinemas.

With respect to our real estate development and operation activities:

the increased costs of wages, supplies, services and other development expenses from inflation;

the impact on tenants from inflationary pressures;

uncertainty as to governmental responses to infectious diseases;

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;

 

47


 

the availability and cost of labor and materials; 

the ability to obtain all permits to construct improvements;

the ability to finance improvements, including, but not limited to increased cost of borrowing and tightened lender credit policies;

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, or to changing consumer tastes and habits; and

the impact of protests, demonstrations, civil unrest on government policy, consumer willingness to visit shopping centers.

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 2026 and beyond, and the impact of increasing interest rates;

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 experienced during and following 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;  

changes in government regulation, including by way of example, the costs resulting from the requirements of Sarbanes-Oxley and other increased regulatory requirements; 

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;

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

the impact of future major outbreaks of contagious diseases;

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 interest rates, which could increase borrowing costs, reduce cash flow, impair profitability, and limit our ability to refinance or obtain additional capital on favorable terms;

fluctuations in foreign currency exchange rates and related impacts to overall financial performance;

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;

inflationary pressures on labor and supplies, and supply chain disruptions;

changes in applicable accounting policies and practices;

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;

 

48


 

the impact of the conflict events occurring in Eastern Europe and the threats of potential conflicts in the Asia-Pacific region;

the impact of the conflict events occurring in Israel and the threats of other potential conflicts in the Middle East, and

the impact of tariff regulations enforced by the U.S. against various nations.

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, weather, earthquakes, pandemics, and the extent to which consumers in our markets have the economic wherewithal to spend money on beyond-the-home entertainment. Refer to Item 1A - Risk Factors, 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.

Given the variety and unpredictability of the factors that will ultimately influence our businesses and our results of operation, no guarantees can be given that any of our forward-looking statements will ultimately prove to be correct. Actual results will undoubtedly vary and there is no guarantee as to how our securities will perform either when considered in isolation or when compared to other securities or investment opportunities.

Forward-looking statements made by us in this quarter report are based only on information currently available to us and are current only as of the date of this Quarterly Report on Form 10-Q for the period ended June 30, 2026. 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.

 

49


Item 3 – Quantitative and Qualitative Disclosure about Market Risk

Not Applicable. 

 

50


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 the above-mentioned new controls, and 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 30, 2026, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the second quarter ended June 30, 2026, that has materially affected, or is 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 Condensed Consolidated Financial Statements - Note 16 – 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 2025 Form 10-K.

Item 1A – Risk Factors

There have been no material changes to the risk factors we previously disclosed in Item 1A of our 2025 Form 10-K.

We encourage investors to review the risks and uncertainties relating to our business disclosed under the heading Risk Factors or otherwise in the 2025 Form 10-K, as well as those contained in Part I – Forward-Looking Statements thereof, as revised or supplemented by our Quarterly Reports filed with the SEC since the filing of the 2025 Form 10-K.

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

During the quarter ended June 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).

 

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Item 6 – Exhibits

10

1

10.1*

Thirteenth Amendment to Second Amendment and Restated Credit Agreement, dated June 12, 2026, between Consolidated Amusement Holdings, LLC and Bank of America, N.A

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 30, 2026 formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Stockholders’ Equity, and (vi) the Notes to the Condensed Consolidated Financial Statements.

104

Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)

___________________

* Filed herewith

** Furnished herewith

Certain portions of this exhibit have been omitted pursuant to Items 601(a)(5) and 601(b)(10)(iv) of Regulation S-K. Information in this exhibit that has been omitted has been noted in this document with a placeholder identified by the mark “[***]”. The Company hereby agrees to furnish a copy of any omitted schedules or exhibits to the SEC upon request.”

 

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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 14, 2026

By: /s/ Ellen M. Cotter

Ellen M. Cotter

President and Chief Executive Officer

Date: August 14, 2026

By: /s/ Gilbert Avanes

Gilbert Avanes

Executive Vice President, Chief Financial Officer and Treasurer

 

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