10-Q

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: September 30, 2023

OR

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

For the transition period from ___________ to ___________

Commission file number 1-8625

READING INTERNATIONAL, INC.

(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 November 13, 2023, there were 20,592,834 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.
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1

READING INTERNATIONAL, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

	Page
PART I - Financial Information	3
Item 1 – Financial Statements	3
Consolidated Balance Sheets (Unaudited)	3
Consolidated Statements of Income (Unaudited)	4
Consolidated Statements of Comprehensive Income (Unaudited)	5
Consolidated Statements of Cash Flows (Unaudited)	6
Notes to Consolidated Financial Statements (Unaudited)	7
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3 – Quantitative and Qualitative Disclosure about Market Risk	44
Item 4 – Controls and Procedures	46
PART II – Other Information	47
Item 1 – Legal Proceedings	47
Item 1A – Risk Factors	47
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3 – Defaults Upon Senior Securities	47
Item 4 – Mine Safety Disclosure	47
Item 5 – Other Information	47
Item 6 – Exhibits	48
SIGNATURES	49
Certifications

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2

PART 1 – FINANCIAL INFORMATION

Item 1 - Financial Statements

READING INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

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

	September 30,		December 31,
	2023		2022
ASSETS	(unaudited)
Current Assets:
Cash and cash equivalents	$	11,925	$	29,947
Restricted cash		5,714		5,032
Receivables		5,779		6,206
Inventories		1,488		1,616
Derivative financial instruments - current portion		17		907
Prepaid and other current assets		4,243		3,804
Land and property held for sale		12,362		—
Total current assets		41,528		47,512
Operating property, net		261,614		286,952
Operating lease right-of-use assets		180,718		200,417
Investment and development property, net		8,336		8,792
Investment in unconsolidated joint ventures		4,488		4,756
Goodwill		24,597		25,504
Intangible assets, net		2,110		2,391
Deferred tax asset, net		489		447
Other assets		8,717		10,284
Total assets	$	532,597	$	587,055
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities	$	41,896	$	42,590
Film rent payable		3,462		5,678
Debt - current portion		40,402		37,279
Subordinated debt - current portion		776		747
Taxes payable - current		2,390		300
Deferred revenue		8,616		10,286
Operating lease liabilities - current portion		22,977		23,971
Other current liabilities		6,673		813
Total current liabilities		127,192		121,664
Debt - long-term portion		138,560		148,688
Subordinated debt, net		27,117		26,950
Noncurrent tax liabilities		5,842		7,117
Operating lease liabilities - non-current portion		180,002		200,037
Other liabilities		11,829		19,320
Total liabilities	$	490,542	$	523,776
Commitments and contingencies (Note 15)
Stockholders’ equity:
Class A non-voting common shares, par value $0.01, 100,000,000 shares authorized,
33,528,994 issued and 20,592,834 outstanding at September 30, 2023 and
33,348,295 issued and 20,412,185 outstanding at December 31, 2022		236		235
Class B voting common shares, par value $0.01, 20,000,000 shares authorized and
1,680,590 issued and outstanding at September 30, 2023 and December 31, 2022		17		17
Nonvoting preferred shares, par value $0.01, 12,000 shares authorized and no issued
or outstanding shares at September 30, 2023 and December 31, 2022		—		—
Additional paid-in capital		154,903		153,784
Retained earnings/(deficits)		(67,104)		(48,816)
Treasury shares		(40,407)		(40,407)
Accumulated other comprehensive income		(5,647)		(1,957)
Total Reading International, Inc. stockholders’ equity		41,998		62,856
Noncontrolling interests		57		423
Total stockholders’ equity		42,055		63,279
Total liabilities and stockholders’ equity	$	532,597	$	587,055

See accompanying Notes to the Unaudited Consolidated Financial Statements.

3

READING INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF INCOME

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

	Quarter Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Revenue
Cinema	$	62,688	$	48,359	$	165,731	$	147,476
Real estate		3,875		2,837		11,694		8,432
Total revenue		66,563		51,196		177,425		155,908
Costs and expenses
Cinema		(53,278)		(45,308)		(146,297)		(134,579)
Real estate		(2,281)		(2,352)		(6,600)		(6,715)
Depreciation and amortization		(4,580)		(5,010)		(13,908)		(15,781)
Impairment expense		—		—		—		(1,549)
General and administrative		(5,405)		(5,257)		(15,693)		(17,364)
Total costs and expenses		(65,544)		(57,927)		(182,498)		(175,988)
Operating income (loss)		1,019		(6,731)		(5,073)		(20,080)
Interest expense, net		(5,072)		(3,693)		(14,063)		(10,242)
Gain (loss) on sale of assets		—		(59)		—		(59)
Other income (expense)		267		5,455		356		8,445
Income (loss) before income tax expense and equity earnings of unconsolidated joint ventures		(3,786)		(5,028)		(18,780)		(21,936)
Equity earnings of unconsolidated joint ventures		217		61		443		233
Income (loss) before income taxes		(3,569)		(4,967)		(18,337)		(21,703)
Income tax benefit (expense)		(896)		(332)		(313)		(1,492)
Net income (loss)	$	(4,465)	$	(5,299)	$	(18,650)	$	(23,195)
Less: net income (loss) attributable to noncontrolling interests		(65)		(122)		(361)		(228)
Net income (loss) attributable to Reading International, Inc.	$	(4,400)	$	(5,177)	$	(18,289)	$	(22,967)
Basic earnings (loss) per share	$	(0.20)	$	(0.23)	$	(0.82)	$	(1.04)
Diluted earnings (loss) per share	$	(0.20)	$	(0.23)	$	(0.82)	$	(1.04)
Weighted average number of shares outstanding–basic		22,273,423		22,043,823		22,208,757		22,011,755
Weighted average number of shares outstanding–diluted		22,273,423		22,043,823		22,208,757		22,011,755

See accompanying Notes to the Unaudited Consolidated Financial Statements. 

4

READING INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited; U.S. dollars in thousands)

	Quarter Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Net income (loss)	$	(4,465)	$	(5,299)	$	(18,650)	$	(23,195)
Foreign currency translation gain (loss)		(1,686)		(8,279)		(3,038)		(15,268)
Gain (loss) on cash flow hedges		(26)		60		(813)		1,253
Other		52		49		156		154
Comprehensive income (loss)		(6,125)		(13,469)		(22,345)		(37,056)
Less: net income (loss) attributable to noncontrolling interests		(65)		(122)		(361)		(228)
Less: comprehensive income (loss) attributable to noncontrolling interests		(3)		(3)		(5)		(1)
Comprehensive income (loss)	$	(6,057)		(13,344)	$	(21,979)	$	(36,827)

See accompanying Notes to the Unaudited Consolidated Financial Statements. 

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5

READING INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; U.S. dollars in thousands)

	Nine Months Ended
	September 30,
	2023		2022
Operating Activities
Net income (loss)	$	(18,650)	$	(23,195)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity earnings of unconsolidated joint ventures		(443)		(233)
Distributions of earnings from unconsolidated joint ventures		468		283
(Gain) loss recognized on foreign currency transactions		—		(5,952)
Loss provision on impairment of asset		—		1,549
(Gain) Loss on sale of assets		—		59
Amortization of operating leases		14,871		17,342
Amortization of finance leases		23		30
Change in operating lease liabilities		(15,998)		(17,560)
Purchase of derivative instruments		—		(86)
Change in net deferred tax assets		(98)		(370)
Depreciation and amortization		13,908		15,781
Other amortization		1,157		1,225
Stock based compensation expense		1,364		1,379
Net changes in operating assets and liabilities:
Receivables		325		2,536
Prepaid and other assets		(483)		(1,768)
Payments for accrued pension		(513)		(513)
Accounts payable and accrued expenses		932		(2,333)
Film rent payable		(2,127)		(4,014)
Taxes payable		2,155		(8,131)
Deferred revenue and other liabilities		(3,257)		(2,143)
Net cash provided by (used in) operating activities		(6,366)		(26,114)
Investing Activities
Purchases of and additions to operating and investment properties		(6,191)		(6,387)
Contributions to unconsolidated joint ventures		—		(32)
Net cash provided by (used in) investing activities		(6,191)		(6,419)
Financing Activities
Repayment of borrowings		(6,862)		(7,535)
Repayment of finance lease principal		(25)		(32)
Proceeds from borrowings		3,839		—
Capitalized borrowing costs		(594)		(236)
(Cash paid) proceeds from the settlement of employee share transactions		(244)		(83)
Noncontrolling interest contributions		—		4
Noncontrolling interest distributions		—		(64)
Net cash provided by (used in) financing activities		(3,886)		(7,946)
Effect of exchange rate on cash and restricted cash		(897)		(2,242)
Net increase (decrease) in cash and cash equivalents and restricted cash		(17,340)		(42,721)
Cash and cash equivalents and restricted cash at the beginning of the period		34,979		88,571
Cash and cash equivalents and restricted cash at the end of the period	$	17,639	$	45,850
Cash and cash equivalents and restricted cash consists of:
Cash and cash equivalents	$	11,925	$	39,628
Restricted cash		5,714		6,222
	$	17,639	$	45,850
Supplemental Disclosures
Interest paid	$	13,826	$	9,082
Income taxes (refunded) paid		(697)		9,636
Non-Cash Transactions
Additions to operating and investing properties through accrued expenses		2,557		2,961

See accompanying Notes to the Unaudited Consolidated Financial Statements. 

6

READING INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1 – Description of Business and Segment Reporting

Our Company

Reading International, Inc., a Nevada corporation (“RDI” and collectively with our consolidated subsidiaries and corporate predecessors, the “Company,” “Reading,” and “we,” “us,” or “our”) was incorporated in 1999. Our businesses, owned and operated through our various subsidiaries, consist primarily of:

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

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

Business Segments

Reported below are the operating segments of our Company for which separate financial information is available and evaluated regularly by the Chief Executive Officer, the chief operating decision-maker of our Company. As part of our real estate activities, we hold undeveloped land in urban and suburban centers in the United States and New Zealand.

The table below summarizes the results of operations for each of our business segments for the quarter and nine months ended September 30, 2023, and 2022, respectively. Operating expense includes costs associated with the day-to-day operations of the cinemas and the management of rental properties, including our live theatre assets.

	Quarter Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2023		2022		2023		2022
Revenue:
Cinema exhibition	$	62,688	$	48,358	$	165,731	$	147,476
Real estate		5,056		4,070		15,338		12,265
Inter-segment elimination		(1,181)		(1,232)		(3,644)		(3,833)
	$	66,563	$	51,196	$	177,425	$	155,908
Segment operating income (loss):
Cinema exhibition	$	4,395	$	(2,137)	$	4,256	$	(5,902)
Real estate		920		(145)		3,212		(125)
	$	5,315	$	(2,282)	$	7,468	$	(6,027)

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

	Quarter Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2023		2022		2023		2022
Segment operating income (loss)	$	5,315	$	(2,282)	$	7,468	$	(6,027)
Unallocated corporate expense
Depreciation and amortization expense		(172)		(258)		(527)		(804)
General and administrative expense		(4,124)		(4,190)		(12,014)		(13,249)
Interest expense, net		(5,072)		(3,694)		(14,063)		(10,242)
Equity earnings of unconsolidated joint ventures		217		61		443		233
Gain (loss) on sale of assets		—		(59)		—		(59)
Other income (expense)		267		5,455		356		8,445
Income (loss) before income tax expense	$	(3,569)	$	(4,967)	$	(18,337)	$	(21,703)

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7

Note 2 – Summary of Significant Accounting Policies

Basis of Consolidation

The accompanying consolidated financial statements include the accounts of our Company’s wholly-owned subsidiaries as well as majority-owned subsidiaries that our Company controls, and should be read in conjunction with our Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2022 (“2022 Form 10-K”). All significant intercompany balances and transactions have been eliminated on consolidation. These consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim reporting with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (“SEC”). As such, they do not include all information and footnotes required by U.S. GAAP for complete financial statements. We believe that we have included all normal and recurring adjustments necessary for a fair presentation of the results for the interim period.

Operating results for the quarter and nine months ended September 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and footnotes thereto. Significant estimates include (i) projections we make regarding the recoverability and impairment of our assets (including goodwill and intangibles), (ii) valuations of our derivative instruments, (iii) recoverability of our deferred tax assets, (iv) estimation of breakage and redemption experience rates, which drive how we recognize breakage on our gift card and gift certificates, and revenue from our customer loyalty program, 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.

Note 3 – Impact of COVID-19 Pandemic and the Writers and Actors Strikes on Operations and Liquidity

Cinema Segment Ongoing Impacts

With respect to the COVID-19 pandemic, the World Health Organization has declared that the COVID-19 emergency has passed. However, the legacy of COVID-19 continues to negatively impact the profitability of our cinema operating segment. The following factors, which are largely beyond our control, continue to impact the profitability of our global cinema segment compared to pre-pandemic levels:

(i)The number of movies released by the major Hollywood studios and other distributors, while increasing from pandemic levels, has not yet returned to pre-pandemic levels;

(ii)The timing of certain anticipated cinema releases and the effectiveness of cinema marketing related to cinema releases have been adversely affected by the now settled writers’ and actors’ strikes (the “Hollywood Strikes”);

(iii)Inflationary pressures, ongoing supply chain issues and increased variable operating expenses continue to compress margins as we encounter consumer resistance to price increases;

(iv)Labor costs continue to increase (due both to government mandates and labor shortages);

(v)The Reserve banks in the U.S., Australia and New Zealand have increased interest rates causing our cost of borrowing to increase materially; and

(vi)Increased fixed costs, such as third-party cinema rents, some of which are increasing due to long ago negotiated fixed rent increases, which are exacerbated on a cash flow basis now by our need to also pay certain rent deferrals accrued during the periods when our operations were closed or restricted due to the COVID-19 pandemic.

Notwithstanding the above, our global cinema segment operating income continues to grow when compared to pandemic periods. Movies leading the box office during this period included Barbie, Oppenheimer, Mission: Impossible – Dead Reckoning Part One, Indiana Jones and the Dial of Destiny, Teenage Mutant Ninja Turtles: Mutant Mayhem and Sound of Freedom. Despite the fact that our industry has not fully returned to pre-COVID-19 pandemic levels, our industry is recovering.

In light of the above factors, our Company continues its cost-reduction efforts in our cinema operating segment, including, but not limited to, restricting utilities and essential operating expenses to the minimum levels necessary, reducing employment costs by limiting hours of operation and/or shifts and increasing reliance on automation, and minimizing capital outlays. We continue to work with our landlords to manage our rent obligations. We have terminated cinema leases where their long-term profitability is in sufficient doubt.

Our Real Estate operating segment has been less impacted by the legacy impacts of the COVID-19 pandemic, with the exception of our assets associated with office space, such as 44 Union Square in New York City and 5995 Sepulveda in Culver City, California.

8

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 firstly 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 determine whether it is probable that our plans will mitigate the consequential going concern substantial doubt. Our evaluation is informed by current operating conditions (including the progressive improvement in both the cinema segment revenues and operating income due to the successful release of various movies during the period), liquidity positions, debt obligations, 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 since the onset of COVID-19 and is key to management’s overall evaluation of ASC 205-40 Going Concern. As of December 31, 2022, in our Form 10-K, we reported that our plans were probable of being implemented and thus they alleviated the substantial doubt about our Company’s ability to continue as a going concern.

We have $58.6 million of debt maturing in the twelve months from the issue of this Form 10-Q. As at September 30, 2023, we have unrestricted cash of $11.9 million and negative working capital of $85.7 million. To alleviate doubt that our Company will be able to generate sufficient cash flows for the coming twelve-months, these loans need to be refinanced, our revenues and net income need to continue to improve, cinema rents need to be renegotiated downward, and/or funds need to be raised through asset monetizations.

We believe that it is probable that our outstanding loans with current maturities will be extended on terms reasonably acceptable to us. The maturity date of our loan on the Cinemas 123 from Valley National Bank was extended from April 1, 2023, to July 3, 2023, then to October 3, 2023 to allow additional time to complete a refinance under a term sheet, and has now been extended to October 1, 2024, following the refinance on September 29, 2023. We extended our loan on our Australian assets from NAB facility to July 31, 2025. With respect to our U.S. based loan from Santander ($8.0 million), we expect our lender to extend that loan for a reasonable period to allow for an appropriate refinance. With respect to our loan on our assets in New Zealand from Westpac ($8.3 million), we have requested an extension for a reasonable period to allow for an appropriate refinance.

We have begun active processes to monetize certain assets as detailed in Note 6. Based on the results of our asset monetizations in 2021, we believe these processes will produce net proceeds sufficient to alleviate any substantial doubt about our Company’s ability to continue as a going concern. As we monitor the cinema market conditions (such as improving box office and progression of the Hollywood Strike negotiations), we are also currently exploring the potential monetization of other real estate assets to further enhance our liquidity conditions for the long-term future of our Company.

As noted above, we are continuing to reduce our fixed costs of operation by renegotiating lease rents and closing non-performing cinemas upon the expiration of their current lease terms.

Notwithstanding some temporary release schedule impacts from the Hollywood Strikes, we believe that the global cinema industry will continue to recover in 2023 and into 2024 and 2025. This belief underpins our forecasts and cash flow projections. Our forecasts rely upon, among other things, the current industry movie release schedule, which demonstrates an increased number of movies from the major studios and other distributors and an improvement in the quality of the movie titles, and the public’s demonstrable desire to attend movies in a theatrical environment. These factors are both out of management’s control and are material, individually and in aggregate, to the realization of management’s forecasts and expectations.

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 plans are probable of being implemented and that they alleviate 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. In 2022, when considered necessary, our Company performed quantitative recoverability tests of the carrying values of all its asset groups. These tests compare the carrying values of all asset groups to the estimated undiscounted future cash flows expected to result from the use of those asset groups. As a result of this testing, we recorded $1.5 million of impairment charges against certain cinema asset groups in the second quarter of 2022. The charges related to cinemas whose performance had not improved commensurate with the wider group. No further impairment charges were recorded in the remainder of the year. No impairment charges were recorded in nine months of 2023. Actual performance against our forecasts is dependent on several variables and conditions, many of which are subject to the uncertainties associated with COVID-19 and its aftermath, with government policy related to work-place regulation, increasing interest rates, inflationary impacts and with ongoing theatrical release patterns and applicable film rent, and as a result, actual results may materially differ from management’s estimates.

9

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, 2022. The test was performed at a reporting unit level by comparing each reporting unit’s carrying value, including goodwill, to its fair value. The fair value of each reporting unit was assessed using a discounted cash flow model based on the budgetary revisions performed by management in response to COVID-19 and the developing market conditions. No additional triggering events were identified in the first nine months of 2023, and therefore no goodwill impairment testing or charges were necessary. Actual performance against our forecasts is dependent on several variables and conditions, many of which are subject to the uncertainties associated with COVID-19 and its aftermath, with government policy related to work-place regulation, increasing interest rates, inflationary impacts and with ongoing theatrical release patterns and applicable film rent and as a result, actual results may materially differ from management’s estimates.

Note 4 – Operations in Foreign Currency

We have significant assets in Australia and New Zealand. Historically, we have conducted our Australian and New Zealand operations (collectively “foreign operations”) on a self-funding basis, where we use cash flows generated by our foreign operations to pay for the expenses of those foreign operations. However, in recent periods, we have looked to our overseas operations to cover an increasing portion of our domestic general and administrative costs. Our Australian and New Zealand assets and liabilities are translated from their functional currencies of Australian dollar (“AU$”) and New Zealand dollar (“NZ$”), respectively, to the U.S. dollar based on the exchange rate as of September 30, 2023. The carrying value of the assets and liabilities of our foreign operations fluctuates as a result of changes in the exchange rates between the functional currencies of the foreign operations and the U.S. dollar. The translation adjustments are accumulated in the Accumulated Other Comprehensive Income in the Consolidated Balance Sheets.

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

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

	Foreign Currency / USD
	As of and ‎for the ‎quarter ‎ended	As of and for the nine months ended	As of and ‎for the ‎twelve months ‎ended	As of and ‎for the ‎quarter ‎ended	As of and for the nine months ended
	September 30, 2023		December 31, 2022	September 30, 2022
Spot Rate
Australian Dollar	0.6451		0.6805	0.6437
New Zealand Dollar	0.6013		0.6342	0.5642
Average Rate
Australian Dollar	0.6551	0.6691	0.6946	0.6829	0.7071
New Zealand Dollar	0.6053	0.6179	0.6357	0.6127	0.6463

Note 5 – Earnings Per Share

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

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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				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands, except share data)	2023		2022		2023		2022
Numerator:
Net income (loss) attributable to Reading International, Inc.	$	(4,400)	$	(5,177)	$	(18,289)	$	(22,967)
Denominator:
Weighted average number of common stock – basic		22,273,423		22,043,823		22,208,757		22,011,755
Weighted average dilutive impact of awards		—		—		—		—
Weighted average number of common stock – diluted		22,273,423		22,043,823		22,208,757		22,011,755
Basic earnings (loss) per share	$	(0.20)	$	(0.23)	$	(0.82)	$	(1.04)
Diluted earnings (loss) per share	$	(0.20)	$	(0.23)	$	(0.82)	$	(1.04)
Awards excluded from diluted earnings (loss) per share		205,122		911,732		205,122		911,732

Our weighted average number 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 nine months of 2023 and 2022.

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

Note 6 – Property and Equipment

Operating Property, net

Property associated with our operating activities as at September 30, 2023 and December 31, 2022, is summarized as follows:

	September 30,		December 31,
(Dollars in thousands)	2023		2022
Land	$	59,479	$	67,392
Building and improvements		202,302		213,226
Leasehold improvements		59,067		64,230
Fixtures and equipment		188,955		194,753
Construction-in-progress		4,845		6,839
Total cost		514,648		546,440
Less: accumulated depreciation		(253,034)		(259,488)
Operating property, net	$	261,614	$	286,952

Depreciation expense for operating property was $4.5 million and $13.8 million for the quarter and nine months ended September 30, 2023, respectively, and $4.9 million and $15.5 million for the quarter and nine months ended September 30, 2022, respectively.

Investment and Development Property, net

Our investment and development property as of September 30, 2023 and December 31, 2022, is summarized below:

	September 30,		December 31,
(Dollars in thousands)	2023		2022
Land	$	3,657	$	3,857
Construction-in-progress (including capitalized interest)		4,679		4,935
Investment and development property	$	8,336	$	8,792

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Construction-in-Progress – Operating and Investment Properties

Construction-in-Progress balances are included in both our operating and development properties. The balances of our major projects along with the movements for the nine months ended September 30, 2023, are shown below:

(Dollars in thousands)	Balance, ‎December 31, ‎2022		Additions during the period		Completed ‎during the ‎period		Foreign ‎currency ‎translation		Balance, ‎September 30, ‎2023
Courtenay Central development		6,380		—		—		(318)		6,062
Cinema developments and improvements		2,990		2,880		(3,542)		(61)		2,267
Other real estate projects		2,404		1,557		(2,744)		(22)		1,195
Total	$	11,774	$	4,437	$	(6,286)	$	(401)	$	9,524

Disposal Groups Held for Sale

Culver City, Los Angeles

In May 2023, we classified our Culver City administrative building, commonly known as 5995 Sepulveda Blvd., as held for sale. Our book value (as opposed to fair value) of the property is $11.2 million, being the lower of cost and fair value less costs to sell. No adjustments to the book value of the assets contained within this disposal group were required. The disposal group consists of land, a building and various leasehold improvements. We expect to complete the sale within 12 months. The property is currently encumbered with a $8.5 million first mortgage which will become due on sale. It is not anticipated that any pre-payment penalty or make-whole payment will be payable in connection with such payoff.

2483 Trenton Avenue, Williamsport, Pennsylvania

In June 2023, we classified our approximately 26.6-acre property at 2483 Trenton Avenue, Williamsport, Pennsylvania, as held for sale at the lower of cost and fair value less costs to sell. The current book value (as opposed to fair value) of the property is $460,000. The property is part of our historic railroad operations, consisting of land and an 18,000 square foot industrial building. No adjustments to the book value of the assets contained within this disposal group were required. We expect to complete the sale within 12 months. The property is unencumbered. We have retained CBRE as our exclusive agent for the marketing of this property.

Maitland Centre, New South Wales

In September 2023, we classified our freehold Maitland cinema as held for sale. Our book value (as opposed to fair value) of the property is $706,000, being the lower of cost and fair value less costs to sell. No adjustments to the book value of the assets contained within this disposal group were required. On October 25, 2023, we completed the sale of this property at a sales price of AU$2,800,000.

Note 7 – Leases

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

As Lessee

We have operating leases for certain cinemas, and finance leases for certain equipment assets. Our leases have remaining lease terms of 1 to 25 years, with certain leases having options to extend to up to a further 20 years. Lease payments for our cinema operating leases consist of fixed base rent, and for certain leases, variable lease payments consisting of contracted percentages of revenue, changes in the relevant CPI, and/or other contracted financial metrics.

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The components of lease expense were as follows:

	Quarter Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2023		2022		2023		2022
Lease cost
Finance lease cost:
Amortization of right-of-use assets	$	8	$	8	$	23	$	30
Interest on lease liabilities		—		1		1		2
Operating lease cost		8,076		8,160		24,287		24,475
Variable lease cost		722		181		1,377		270
Total lease cost	$	8,806	$	8,350	$	25,688	$	24,777

Supplemental cash flow information related to leases is as follows:

	Nine Months Ended
	September 30,
(Dollars in thousands)	2023		2022
Cash flows relating to lease cost
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for finance leases	$	26	$	33
Operating cash flows for operating leases		24,944		26,034
Right-of-use assets obtained in exchange for new operating lease liabilities		1,578		6,720

Supplemental balance sheet information related to leases is as follows:

	September 30,		December 31,
(Dollars in thousands)	2023		2022
Operating leases
Operating lease right-of-use assets	$	180,718	$	200,417
Operating lease liabilities - current portion		22,977		23,971
Operating lease liabilities - non-current portion		180,002		200,037
Total operating lease liabilities	$	202,979	$	224,008
Finance leases
Property plant and equipment, gross		356		363
Accumulated depreciation		(353)		(338)
Property plant and equipment, net	$	3	$	25
Other current liabilities		3		28
Total finance lease liabilities	$	3	$	28
Other information
Weighted-average remaining lease term - finance leases		0		1
Weighted-average remaining lease term - operating leases		11		11
Weighted-average discount rate - finance leases		5.21%		5.21%
Weighted-average discount rate - operating leases		4.56%		4.55%

The maturities of our leases were as follows:

(Dollars in thousands)	Operating ‎leases		Finance ‎leases
2023	$	8,149	$	3
2024		31,198		—
2025		29,159		—
2026		27,283		—
2027		24,977		—
Thereafter		139,619		—
Total lease payments	$	260,385	$	3
Less imputed interest		(57,406)		—
Total	$	202,979	$	3

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As Lessor

We have entered into various leases as a lessor for our owned real estate properties. These leases vary in length between 1 and 20 years, with certain leases containing options to extend at the behest of the applicable tenants. Lease components consist of fixed base rent, and for certain leases, variable lease payments consisting of contracted percentages of revenue, changes in the relevant CPI, and/or other contracted financial metrics. None of our leases grant any right to the tenant to purchase the underlying asset.

Lease income relating to operating lease payments was as follows:

	Quarter Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2023		2022		2023		2022
Components of lease income
Lease payments	$	2,834		2,046	$	8,271	$	6,065
Variable lease payments		288		333		618		598
Total lease income	$	3,122	$	2,379	$	8,889	$	6,663

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

	September 30,		December 31,
(Dollars in thousands)	2023		2022
Building and improvements
Gross balance	$	132,000	$	136,749
Accumulated depreciation		(27,234)		(26,148)
Net Book Value	$	104,766	$	110,601

The Maturity of our leases were as follows:

(Dollars in thousands)	Operating ‎leases
2023	$	2,345
2024		9,083
2025		8,696
2026		7,225
2027		6,541
Thereafter		28,045
Total	$	61,935

Note 8 – Goodwill and Intangible Assets

The table below summarizes goodwill by business segment as of September 30, 2023, and December 31, 2022.

(Dollars in thousands)	Cinema		Real Estate		Total
Balance at December 31, 2022	$	20,280	$	5,224	$	25,504
Foreign currency translation adjustment		(907)		—		(907)
Balance at September 30, 2023	$	19,373	$	5,224	$	24,597

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 2023. 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 September 30, 2023, we were not aware that any events indicating potential impairment of goodwill had occurred outside of those described at Note 3 – Impact of COVID-19 Pandemic and Liquidity.

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The tables below summarize intangible assets other than goodwill, as of September 30, 2023, and December 31, 2022, respectively.

	As of September 30, 2023
(Dollars in thousands)	Beneficial ‎Leases		Trade ‎Name		Other ‎Intangible ‎Assets		Total
Gross carrying amount	$	11,237	$	9,058	$	4,829	$	25,124
Less: Accumulated amortization		(11,030)		(7,956)		(4,020)		(23,006)
Less: Impairments		—		—		(8)		(8)
Net intangible assets other than goodwill	$	207	$	1,102	$	801	$	2,110

	As of December 31, 2022
(Dollars in thousands)	Beneficial ‎Leases		Trade ‎Name		Other ‎Intangible ‎Assets		Total
Gross carrying amount	$	12,216	$	9,058	$	4,915	$	26,189
Less: Accumulated amortization		(11,964)		(7,838)		(3,956)		(23,758)
Less: Impairments		—		—		(40)		(40)
Net intangible assets other than goodwill	$	252	$	1,220	$	919	$	2,391

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 nine months ended September 30, 2023

	Quarter Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2023		2022		2023		2022
Beneficial lease amortization	$	21	$	21	$	43	$	65
Other amortization		129		286		182		396
Total intangible assets amortization	$	150	$	307	$	225	$	461

Note 9 – Investments in Unconsolidated Joint Ventures

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

The table below summarizes our active investment holdings in two (2) unconsolidated joint ventures as of September 30, 2023, and December 31, 2022:

		September 30,		December 31,
(Dollars in thousands)	Interest	2023		2022
Rialto Cinemas	50.0%	$	860	$	920
Mt. Gravatt	33.3%		3,628		3,836
Total investments		$	4,488	$	4,756

For the quarter and nine months ended September 30, 2023 and 2022, the recognized share of equity earnings from our investments in unconsolidated joint ventures are as follows:

	Quarter Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2023		2022		2023		2022
Rialto Cinemas	$	25	$	(15)	$	(14)	$	(68)
Mt. Gravatt		192		76		457		301
Total equity earnings	$	217	$	61	$	443	$	233

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Note 10 – Prepaid and Other Assets

Prepaid and other assets are summarized as follows:

	September 30,		December 31,
(Dollars in thousands)	2023		2022
Prepaid and other current assets
Prepaid expenses	$	2,349	$	1,859
Prepaid taxes		1,181		1,687
Income taxes receivable		415		—
Prepaid rent		19		—
Deposits		247		233
Interest receivable		16		8
Investments in marketable securities		16		17
Total prepaid and other current assets	$	4,243	$	3,804
Other non-current assets
Other non-cinema and non-rental real estate assets		675		1,134
Investment in Reading International Trust I		838		838
Straight-line rent asset		7,196		8,302
Long-term deposits		8		10
Total other non-current assets	$	8,717	$	10,284

Note 11 – Income Taxes

The interim provision for income taxes is different from the amount determined by applying the U.S. federal statutory rate to consolidated income or loss before taxes. The differences are attributable to foreign tax rate differential, unrecognized tax benefits, and change in valuation allowance. Our effective tax rate was (1.7%) and (6.9%) for the nine months ended September 30, 2023 and 2022, respectively. The difference is primarily due to a decrease in reserve for unrecognized tax benefits in 2023. The forecasted effective tax rate is updated each quarter as new information becomes available. 

Note 12 – Borrowings

Our Company’s borrowings at September 30, 2023 and December 31, 2022, net of deferred financing costs and including the impact of interest rate derivatives on effective interest rates, are summarized below:

	As of September 30, 2023
(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	$	27,117	9.63%	9.63%
Bank of America Credit Facility (US)	September 4, 2024		22,375		22,375		22,260	11.00%	11.00%
Cinemas 1, 2, 3 Term Loan (US)	October 1, 2024		21,061		21,061		20,805	8.31%	8.31%
Minetta & Orpheum Theatres Loan (US)(2)	November 1, 2023		8,000		8,000		7,998	8.22%	6.00%
U.S. Corporate Office Term Loan (US)	January 1, 2027		8,471		8,471		8,422	4.64% / 4.44%	4.61%
Union Square Financing (US)	May 6, 2024		55,000		46,840		46,447	12.52%	12.52%
Purchase Money Promissory Note (US)	September 18, 2024		776		776		776	5.00%	5.00%
Denominated in foreign currency ("FC") (3)
NAB Corporate Term Loan (AU)	July 31, 2025		64,831		64,831		64,708	5.85%	5.85%
Westpac Bank Corporate (NZ)	January 1, 2024		8,322		8,322		8,322	8.20%	8.20%
		$	216,749	$	208,589	$	206,855

(1)Net of deferred financing costs amounting to $1.7 million.

(2)The interest rate derivative associated with the Minetta & Orpheum loan provides for an effective fixed rate of 6.00%.

(3)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 September 30, 2023.

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	As of December 31, 2022
(Dollars in thousands)	Maturity Date	Contractual ‎Facility		Balance, ‎Gross		Balance, ‎Net(1)		Stated ‎Interest ‎Rate	Effective ‎Interest ‎Rate
Denominated in USD
Trust Preferred Securities (US)	April 30, 2027	$	27,913	$	27,913	$	26,950	8.41%	8.41%
Bank of America Credit Facility (US)(5)	March 1, 2024		26,750		26,750		26,663	10.00%	10.00%
Cinemas 1, 2, 3 Term Loan (US)(5)	April 1, 2023		22,455		22,455		22,208	6.63%	6.63%
Minetta & Orpheum Theatres Loan (US)(2)	November 1, 2023		8,000		8,000		7,974	7.12%	5.15%
U.S. Corporate Office Term Loan (US)	January 1, 2027		8,674		8,674		8,613	4.64% / 4.44%	4.64%
Union Square Financing (US)(3)	May 6, 2024		55,000		43,000		42,484	11.25%	7.40%
Purchase Money Promissory Note (US)	September 18, 2024		1,333		1,333		1,333	5.00%	5.00%
Denominated in foreign currency ("FC")(4)
NAB Corporate Term Loan (AU)	June 30, 2024		68,731		68,731		68,662	4.82%	4.82%
Westpac Bank Corporate (NZ)	January 1, 2024		8,777		8,777		8,777	6.95%	6.95%
Total		$	227,633	$	215,633	$	213,664

(1)Net of deferred financing costs amounting to $2.0 million.

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

(3)The interest rate derivative associated with the Union Square loan provided for an effective fixed rate of 7.40%.

(4)The contractual facilities and outstanding balances of the foreign currency denominated borrowings were translated into U.S. dollars based on the applicable exchange rates as of December 31, 2022.

(5)This financing facilities were extended after December 31, 2022.

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

	September 30,		December 31,
Balance Sheet Caption (Dollars in thousands)	2023		2022
Debt - current portion	$	40,402	$	37,279
Debt - long-term portion		138,560		148,688
Subordinated debt - current portion		776		747
Subordinated debt - long-term portion		27,117		26,950
Total borrowings	$	206,855	$	213,664

Bank of America Credit Facility

Our Bank of America facility now matures on September 4, 2024, following a Q1 2023 loan modification, which, among other things, extended the maturity date from March 1, 2024. The current facility requires monthly repayments of $725,000 commencing in May 2023, with a balloon payment upon maturity. Interest is charged at a fixed rate of 3.0% above the Bank of America Prime rate, which itself has a floor of 1.0%. Payment-in-kind interest of 0.5% accrues from January 1, 2024, but will be waived in the event of repayment of the entire debt prior to April 1, 2024.

Minetta and Orpheum Theatres Loan

On October 12, 2018, we refinanced our $7.5 million loan with Santander Bank, which is secured by our Minetta and Orpheum Theatres, with a loan for a five-year term of $8.0 million.  Such modification was not considered to be substantial under U.S. GAAP.   Our current loan with Bank Santander matured on November 1, 2023.   Based on conversations with the Bank Santander, and while no assurances can be given, we understand that Bank Santander is preparing a proposal for a short term extension of that loan. 

U.S. Corporate Office Term Loan

On December 13, 2016, we obtained a ten-year $8.4 million mortgage loan on our Culver City building at a fixed annual interest rate of 4.64%. On June 26, 2017, we obtained a further $1.5 million at a fixed annual interest rate of 4.44%.

Cinemas 1,2,3 Term Loan

Our Cinemas 1,2,3 Term Loan is held by Sutton Hill Properties LLC (“SHP”), a 75% owned subsidiary of RDI. On September 29, 2023, we extended the maturity of this loan from October 3, 2023, to October 1, 2024. The loan is with Valley National Bank, carries an interest rate of 3.50% above monthly SOFR, with a floor of 7.50%, and includes provisions for a prepaid interest reserve.

Union Square Financing

On May 7, 2021, we closed on a new three-year $55.0 million loan facility with Emerald Creek Capital secured by our 44 Union Square property and certain limited guarantees. The facility bears a variable interest rate of one month LIBOR plus 6.9% with a floor of 7.0 %

17

and includes provisions for a prepaid interest and property tax reserve fund. The loan has two 12-month options to extend, and may be repaid at any time, without the payment of any premium. As these options are within our control, we continue to keep the loan classified as long-term. The loan currently carries an interest rate of 12.52%.

Purchase Money Promissory Note

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

Westpac Bank Corporate Credit Facility (NZ)

Our Westpac Corporate Credit Facility for NZ$13.8 million matures on January 1, 2024. The facility currently carries an interest rate and line of credit charge of 2.40% above the Bank Bill Bid Rate and 1.65% respectively. Westpac has waived the requirement to test certain covenants for each quarter since the third quarter of 2020, including the current quarter and the quarter ending December 31, 2023.

Australian NAB Corporate Term Loan (AU)

Our Revolving Corporate Markets Loan Facility with National Australia Bank (“NAB”) matures on July 31, 2025. It currently consists of (i) a AU$100.5 million Corporate Loan facility at 1.75% above BBSY, of which AU$60.0 million is revolving and AU$40.5 million is core and (ii) a Bank Guarantee Facility of AU$5.0 million at a rate of 1.9% per annum. The last required AU$500,000 in principal payment for core Corporate Loan Facility, before maturity, was paid in full on October 31, 2023.

Note 13 – Other Liabilities

Other liabilities are summarized as follows:

	September 30,		December 31,
(Dollars in thousands)	2023		2022
Current liabilities
Lease liability	$	5,900	$	—
Accrued pension		684		684
Security deposit payable		53		68
Finance lease liabilities		3		28
Other		33		33
Other current liabilities	$	6,673	$	813
Other liabilities
Lease make-good provision		5,860		6,131
Accrued pension		2,771		3,138
Deferred rent liability		1,537		2,484
Environmental reserve		1,656		1,656
Lease liability		—		5,900
Acquired leases		5		11
Other non-current liabilities	$	11,829	$	19,320

Pension Liability – Supplemental Executive Retirement Plan

Details of our Supplemental Executive Retirement Plan are disclosed in Note 13 – Pension and Other Liabilities in our 2022 Form 10-K.

Included in our current and non-current liabilities are accrued pension costs of $3.5 million on September 30, 2023. The benefits of our pension plan are fully vested and therefore no service costs were recognized for the nine months ended September 30, 2023, and 2022. Our pension plan is unfunded.

During the quarter and nine months ended September 30, 2023, the interest cost was $47,000 and $146,000, respectively, and the actuarial loss was $52,000 and $155,000, respectively. During the quarter and nine months ended September 30, 2022, the interest cost was $53,000 and $165,000, respectively, and the actuarial loss was $52,000 and $155,000, respectively.

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Note 14 – 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, 2023	$	(697)	$	(18)	$	(1,822)	$	580	$	(1,957)
Change related to derivatives
Total change in hedge fair value recorded in Other Comprehensive Income		—		—		—		(2)		(2)
Amounts reclassified from accumulated other comprehensive income		—		—		—		(811)		(811)
Net change related to derivatives		—		—		—		(813)		(813)
Net current-period other comprehensive income (loss)		(3,033)		1		155		(813)		(3,690)
Balance at September 30, 2023	$	(3,730)	$	(17)	$	(1,667)	$	(233)	$	(5,647)

Note 15 – Commitments and Contingencies

Litigation General

Insofar as our Company is aware, there are no claims, arbitration proceedings, or litigation proceedings that constitute material contingent liabilities of our Company. Such matters require significant judgments based on the facts known to us. These judgments are inherently uncertain and can change significantly when additional facts become known. We provide accruals for matters that have probable likelihood of occurrence and can be properly estimated as to their expected negative outcome. We do not record expected gains until the proceeds are received by us. However, we typically make no accruals for potential costs of defense, as such amounts are inherently uncertain and dependent upon the scope, extent and aggressiveness of the activities of the applicable plaintiff.

Litigation Matters

We are currently involved in certain legal proceedings and, as required, have accrued estimates of probable and estimable losses for the resolution of these claims, including legal costs.

Where we are the plaintiffs, we accrue legal fees as incurred on an on-going basis and make no provision for any potential settlement amounts until received. In Australia, the prevailing party is usually entitled to recover its attorneys’ fees, which recoveries typically work out to be approximately 60% of the amounts actually spent where first-class legal counsel is engaged at customary rates. Where we are a plaintiff, we have likewise made no provision for the liability for the defendant’s attorneys’ fees in the event we are determined not to be the prevailing party.

Where we are the defendants, we accrue for probable damages that insurance may not cover as they become known and can be reasonably estimated, as permitted under ASC 450-20 Loss Contingencies. In our opinion, any claims and litigation in which we are currently involved are not reasonably likely to have a material adverse effect on our business, results of operations, financial position, or liquidity. It is possible, however, that future results of the operations for any particular quarterly or annual period could be materially affected by the ultimate outcome of the legal proceedings. From time to time, we are involved with claims and lawsuits arising in the ordinary course of our business that may include contractual obligations, insurance claims, tax claims, employment matters, and anti-trust issues, among other matters.

Environmental and Asbestos Claims on Reading Legacy Operations

Certain of our subsidiaries were historically involved in railroad operations, coal mining, and manufacturing. Also, certain of these subsidiaries appear in the chain-of-title of properties that may suffer from pollution. Accordingly, certain of these subsidiaries have, from time to time, been named in and may in the future be named in various actions brought under applicable environmental laws. Also, we are in the real estate development business and may encounter from time to time environmental conditions at properties that we have acquired for development and which will need to be addressed in the future as part of the development process. These environmental conditions can increase the cost of such projects and adversely affect the value and potential for profit of such projects. We do not currently believe that our exposure under applicable environmental laws is material in amount.

From time to time, there are claims brought against us relating to the exposure of former employees to asbestos and/or coal dust. These are generally covered by an insurance settlement reached in September 1990 with our insurance providers1555. However, this insurance

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settlement does not cover litigation by people who were not employees of our historic railroad operations and who may claim direct or second-hand exposure to asbestos, coal dust and/or other chemicals or elements now recognized as potentially causing cancer in humans. Our known exposure to these types of claims, asserted or probable of being asserted, is not material.

Note 16 – Non-controlling Interests

These are composed of the following enterprises:

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

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

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

The components of noncontrolling interests are as follows:

	September 30,		December 31,
(Dollars in thousands)	2023		2022
Australian Country Cinemas, Pty Ltd	$	82	$	26
Shadow View Land and Farming, LLC		(2)		(3)
Sutton Hill Properties, LLC		(23)		400
Noncontrolling interests in consolidated subsidiaries	$	57	$	423

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

	Quarter Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2023		2022		2023		2022
Australian Country Cinemas, Pty Ltd	$	25	$	15	$	60	$	76
Shadow View Land and Farming, LLC		1		(3)		1		(4)
Sutton Hill Properties, LLC		(91)		(134)		(422)		(300)
Net income (loss) attributable to noncontrolling interests	$	(65)	$	(122)	$	(361)	$	(228)

Summary of Controlling and Noncontrolling Stockholders’ Equity

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

	Common Stock								Retained				Accumulated		Reading
	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, 2023	20,412	$	235	1,681	$	17	$	153,784	$	(48,816)	$	(40,407)	$	(1,957)	$	62,856	$	423	$	63,279
Net income (loss)	—		—	—		—		—		(11,111)		—		—		(11,111)		(213)		(11,324)
Other comprehensive income, net	—		—	—		—		—		—		—		(1,293)		(1,293)		(1)		(1,294)
Share-based compensation expense	—		—	—		—		443		—		—		—		443		—		443
Restricted Stock Units	89		—	—		—		(132)		—		—		—		(132)		—		(132)
At March 31, 2023	20,501	$	235	1,681	$	17	$	154,095	$	(59,927)	$	(40,407)	$	(3,250)	$	50,763	$	209	$	50,972
Net income	—		—	—		—		—		(2,778)		—		—		(2,778)		(83)		(2,861)
Other comprehensive income, net	—		—	—		—		—		—		—		(740)		(740)		(1)		(741)
Share-based compensation expense	—		—	—		—		308		—		—		—		308		—		308
Restricted Stock Units	92		1	—		—		(113)		—		—		—		(112)		—		(112)
At June 30, 2023	20,593	$	236	1,681	$	17	$	154,290	$	(62,705)	$	(40,407)	$	(3,990)	$	47,441	$	125	$	47,566
Net income	—		—	—		—		—		(4,400)		—		—		(4,400)		(65)		(4,465)
Other comprehensive income, net	—		—	—		—		—		—		—		(1,657)		(1,657)		(3)		(1,660)
Share-based compensation expense	—		—	—		—		614		—		—		—		614		—		614
Restricted Stock Units	0		—	—		—		—		—		—		—		—		—		—
At September 30, 2023	20,593	$	236	1,681	$	17	$	154,904	$	(67,105)	$	(40,407)	$	(5,647)	$	41,998	$	57	$	42,055

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	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, 2022	20,260	$	233	1,680	$	17	$	151,981	$	(12,632)	$	(40,407)	$	4,882	$	104,074	$	986	$	105,060
Net income (loss)	—		—	—		—		—		(15,354)		—		—		(15,354)		(99)		(15,453)
Other comprehensive income, net	—		—	—		—		—		—		—		3,524		3,524		1		3,525
Share-based compensation expense	—		—	—		—		415		—		—		—		415		—		415
Restricted Stock Units	52		1	—		—		(32)		—		—		—		(31)		—		(31)
Distributions to noncontrolling stockholders	—		—	—		—		—		—		—		—		—		(22)		(22)
At March 31, 2022	20,312	$	234	1,680	$	17	$	152,364	$	(27,986)	$	(40,407)	$	8,406	$	92,628	$	866	$	93,494
Net income	—		—	—		—		—		(2,436)		—		—		(2,436)		(7)		(2,443)
Other comprehensive income, net	—		—	—		—		—		—		—		(9,218)		(9,218)		1		(9,217)
Share-based compensation expense	—		—	—		—		466		—		—		—		466		—		466
Restricted Stock Units	49		—	—		—		(52)		—		—		—		(52)		—		(52)
Distributions to noncontrolling stockholders	—		—	—		—		—		—		—		—		—		(21)		(21)
At June 30, 2022	20,361	$	234	1,680	$	17	$	152,778	$	(30,422)	$	(40,407)	$	(812)	$	81,388	$	839	$	82,227
Net income	—		—	—		—		—		(5,177)		—		—		(5,177)		(122)		(5,299)
Other comprehensive income, net	—		—	—		—		—		—		—		(8,167)		(8,167)		(3)		(8,170)
Share-based compensation expense	—		—	—		—		497		—		—		—		497		--		497
Distributions to noncontrolling stockholders	—			—		—		—		—		—		—		--		(21)		(21)
At September 30, 2022	20,361	$	234	1,680	$	17	$	153,275	$	(35,599)	$	(40,407)	$	(8,979)	$	68,541	$	693	$	69,234

Note 17 – Stock-Based Compensation and Stock Repurchases

Employee and Director Stock Incentive Plan

2020 Stock Incentive Plan

On November 4, 2020, the Company enacted the 2020 Stock Incentive Plan, which was also approved by the Company’s stockholders on December 8, 2020 (the “2020 Plan”). Under the 2020 Plan, the number of permitted authorized shares for issuance was 1,250,000 (the “2020 Authorized Amount”).   Added to the 2020 Authorized Amount would be any awards outstanding under the 2010 Plan and 2020 Plan that were subsequently forfeited (for instance, through a then outstanding out of the money option) or if the related shares are repurchased, a corresponding number of shares would automatically become available for issuance under the 2020 Plan, thus resulting in a potential increase from the 2020 Authorized Amount available for issuance under the 2020 Plan.

Under the 2020 Plan, the Company may grant stock options and other share-based payment awards of our Class A Common Stock to eligible employees, directors and consultants. At September 30, 2023, there were 278,193 shares of Class A Common Stock available for issuance under the 2020 Plan, which includes shares from the 2010 Plan that become available for issuance due to the forfeiture of then outstanding out of the money stock options.

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

Stock Options

We have estimated the grant-date fair value of our stock options using the Black-Scholes option-valuation model, which takes into account assumptions such as the dividend yield, the risk-free interest rate, the expected stock price volatility, and the expected life of the options. We expensed the estimated grant-date fair values of options over the vesting period on a straight-line basis. Based on our historical experience, the “deemed exercise” of expiring in-the-money options and the relative market price to strike price of the options, we have not estimated any forfeitures of vested or unvested options.

No stock options were issued in the nine months ended September 30, 2023.

For the quarters ended September 30, 2023, and 2022, we recorded a compensation expense of $9,000 and $53,000, respectively. For the nine months ended September 30, 2023, and 2022, we recorded a compensation expense of $27,000 and $159,000, respectively, with respect to our prior stock option grants. At September 30, 2023, the total unrecognized estimated compensation expense related to non-vested stock options was $9,000, which we expect to recognize over a weighted average vesting period of 0.25 years. The intrinsic, unrealized value of all options outstanding vested and expected to vest, at September 30, 2023, was nil, as the closing price of our Class A Common Stock on that date was $2.12.

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The following table summarizes the number of options outstanding and exercisable as of September 30, 2023, and December 31, 2022:

	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, 2021	517,344	$	15.42	1.66	$	—
Granted	—		—	—		—
Exercised	—		—	—		—
Forfeited	(189,846)		14.63	—		—
Balance - December 31, 2022	327,498	$	15.87	1.24	$	—
Granted	—		—	—		—
Exercised	—		—	—		—
Forfeited	(122,376)		—	—		—
Balance - September 30, 2023	205,122	$	15.92	0.45	$	—

Restricted Stock Units

The following table summarizes the status of RSUs granted to date as of September 30, 2023:

	Restricted Stock Units
	RSU Grants (in units)			Vested,	Unvested,	Forfeited,
Grant Date	Directors	Management	Total ‎Grants	September 30, ‎2023	September 30, ‎2023	September 30, ‎2023
Opening balance	189,880	507,635	697,515	642,908	18,758	35,849
April 5, 2021	—	262,830	262,830	90,804	149,008	23,018
April 19, 2021	—	22,888	22,888	10,831	10,560	1,497
August 11, 2021	26,924	—	26,924	26,924	—	—
December 8, 2021	48,951	—	48,951	48,951	—	—
April 18, 2022	—	428,899	428,899	75,721	316,601	36,577
December 15, 2022	73,683	—	73,683	—	73,683	—
April 11, 2023	—	413,536	413,536	—	413,536	—
April 21, 2023	—	237,719	237,719	—	237,719	—
April 28, 2023	—	20,427	20,427	—	20,427	—
Total	339,438	1,893,934	2,233,372	896,139	1,240,292	96,941

Time vested RSU awards to management 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 of the RSUs granted to management, which vest on the third anniversary of their grant date based on the achievement of certain performance metrics. From 2021 onwards, RSUs have two structures, which include time vesting and performance vesting. The majority of RSUs vest 75% evenly over a period of four years, with the remaining 25% contingent upon the achievement of certain performance metrics, vesting in full on the third anniversary of the date of the grant. In the case of our Chief Executive Officer, RSUs vest 50% evenly over a period of four years with the remaining 50%, contingent upon the achievement of certain performance metrics, vesting in full on the third anniversary of the grant date. On April 11 and April 21, 2023, the Board of Directors determined that our Company was not in a position to pay cash bonuses that would otherwise have been earned by certain members of management under our Company’s Incentive Compensation Plan for 2022, and authorized the issuance in lieu of such cash bonuses 85,139 RSUs, vesting on April 11, 2024 and 52,350 RSUs, vesting on April 21, 2024.

RSUs issued to non-employee directors vest on the first to occur of (i) 5:00 pm, Los Angeles, CA time on the last business day prior to the one-year anniversary of the Grant Date or (ii) the date on which the Recipient has served such Recipient’s full term as a Director.

For the quarters ended September 30, 2023, and 2022, we recorded compensation expense of $604,000 and $444,000, respectively. For the nine months ended September 30, 2023, and 2022, we recorded compensation expense of $1.3 million and $1.2 million, respectively. The total unrecognized compensation expense related to the non-vested RSUs was $4.1 million as of September 30, 2023, which we expect to recognize over a weighted average vesting period of 1.48 years.

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Stock Repurchase Program

On March 10, 2020, our Board of Directors authorized a $25.0 million increase to our 2017 stock repurchase program, bringing our total authorized repurchase amount remaining to $26.0 million, and extended the program to March 2, 2024. Through September 30, 2023, we have repurchased 1,792,819 shares of Class A Common Stock at an average price of $13.39 per share (excluding transaction costs). The last share repurchase made by our Company was made on March 5, 2020, at which time 25,000 shares were purchased at an average cost per share of $7.30.

Note 18 – Hedge Accounting

As of September 30, 2023, our Company held interest rate derivatives in the total nominal amount of $8.0 million. As of December 31, 2022, our Company held interest rate derivatives in the total notional amount of $51.0 million.

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

	Asset Derivatives
	September 30,			December 31,
	2023			2022
(Dollars in thousands)	Balance sheet location	Fair value		Balance sheet location	Fair value
Interest rate contracts	Derivative financial instruments - current portion	$	17	Derivative financial instruments - current portion	$	907
	Derivative financial instruments - non-current portion		—	Derivative financial instruments - non-current portion		—
Total derivatives designated as hedging instruments		$	17		$	907
Total derivatives		$	17		$	907

The changes in fair value are recorded in Other Comprehensive Income and released into interest expense in the same period(s) in which the hedged transactions affect earnings. In the quarter and nine months ended September 30, 2023 and September 30, 2022, respectively, the derivative instruments affected Comprehensive Income as follows:

(Dollars in thousands)	Location of Loss Recognized in Income on Derivatives	Amount of Loss (Gain) Recognized in Income on Derivatives
		Quarter Ended September 30				Nine Months Ended September 30
			2023		2022		2023		2022
Interest rate contracts	Interest expense	$	(26)	$	(252)	$	(812)	$	(204)
Total		$	(26)	$	(252)	$	(812)	$	(204)

	Loss (Gain) Recognized in OCI on Derivatives (Effective Portion)
(Dollars in thousands)	Amount				Amount
	Quarter Ended September 30				Nine Months Ended September 30
		2023		2022		2023		2022
Interest rate contracts	$	—	$	(312)	$	2	$	(1,457)
Total	$	—	$	(312)	$	2	$	(1,457)
	Loss (Gain) Reclassified from OCI into Income (Effective Portion)
Line Item	Amount				Amount
	Quarter Ended September 30				Nine Months Ended September 30
		2023		2022		2023		2022
Interest expense	$	(26)	$	(252)	$	(812)	$	(204)
Total	$	(26)	$	(252)	$	(812)	$	(204)

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

Note 19 – Fair Value Measurements

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

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

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

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

As of September 30, 2023, and December 31, 2022, we had derivative financial assets carried and measured at fair value on a recurring basis of $17,000 and $907,000, respectfully. As of September 30, 2023, and December 31, 2022, we had no derivatives in a liability position.

The following tables summarize our financial liabilities that are carried at cost and measured at fair value on a non-recurring basis as of September 30, 2023, and December 31, 2022, by level within the fair value hierarchy.

			Fair Value Measurement at September 30, 2023
(Dollars in thousands)	Carrying ‎Value(1)		Level 1		Level 2		Level 3		Total
Notes payable	$	179,900	$	—	$	—	$	177,329	$	177,329
Subordinated debt		28,689		—		—		26,035		26,035
	$	208,589	$	—	$	—	$	203,364	$	203,364

			Fair Value Measurement at December 31, 2022
(Dollars in thousands)	Carrying ‎Value(1)		Level 1		Level 2		Level 3		Total
Notes payable	$	186,387	$	—	$	—	$	172,230	$	172,230
Subordinated debt		29,246		—		—		25,025		25,025
	$	215,633	$	—	$	—	$	197,255	$	197,255

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

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 September 30, 2023, and December 31, 2022.

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 September 30, 2023, and December 31, 2022, we concluded that the credit valuation adjustments were not significant to the overall valuation of our derivatives.

Level 3 borrowings include our secured and unsecured notes payable, trust preferred securities and other debt instruments. The borrowings are valued based on discounted cash flow models that incorporate appropriate market discount rates. We calculated the market discount rate by obtaining period-end treasury rates for fixed-rate debt, or LIBOR for variable-rate debt, for maturities that correspond to the maturities of our debt, adding appropriate credit spreads derived from information obtained from third-party financial institutions. These credit spreads take into account factors such as our credit rate, debt maturity, types of borrowings, and the loan-to-value ratios of the debt.

Our Company’s financial instruments also include cash, cash equivalents, receivables and accounts payable. The carrying values of these financial instruments approximate the fair values due to their short maturities. Additionally, there were no transfers of assets and liabilities between levels 1, 2, or 3 during the quarter and nine months ended September 30, 2023, and September 30, 2022.

Note 20 – Subsequent Events

On October 25, 2023, we closed on the sale of our property in Maitland, NSW in Australia for AU$2.8 million. We simultaneously entered into a lease back to Reading Cinemas for a 2-year period.

On November 1, 2023, we closed our Reading Cinema in Rohnert Park, California.

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This MD&A should be read in conjunction with the accompanying unaudited consolidated financial statements included in Part I, Item 1 (Financial Statements). The foregoing discussions and analyses contain certain forward-looking statements. Please refer to the “Cautionary Statement Regarding Forward-Looking Statements” included at the conclusion of this section and our “Risk Factors” set forth in our 2022 Form 10-K, Part 1 – Financial Information, Item 1A and the Risk Factors set out below.

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

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

Business Overview & Updates

We continue to be optimistic about the current trajectory of our business and the cinema industry as a whole. Although we remain positive, we are currently, and have in recent years, been impacted by multiple factors. These factors are largely beyond our control, and continue to impact the profitability of our global cinema segment when compared to pre-pandemic levels:

Cinema patronage levels that have not yet returned to the higher pre-pandemic levels;

The number of movies released by the major Hollywood studios and other distributors, while increasing from pandemic levels, have not yet returned to their higher pre-pandemic levels;

The duration of the exclusive theatrical release window is under continuing pressure from cable and streaming;

Increased film rent expense, as distributors demand more and more rent for high profile movies;

Inflationary pressures, ongoing supply chain issues and increased operating expenses arising post-pandemic continue to push up our variable costs while we encounter consumer resistance to higher ticket prices;

Labor costs continue to increase (resulting from a combination of inflation and labor shortages);

Increased fixed costs for third party cinema rents, some of which are increasing due to fixed rent escalations, which are exacerbated by having to also pay our COVID-19 related rent deferrals for the periods of time when our operations were closed or restricted and

Reserve banks in the U.S., Australia and New Zealand have increased interest rates causing our cost of borrowing to increase materially.

In addition to the above factors impacting the income levels of our global cinema business, we are also monitoring the future potential impact of the Hollywood strikes on our global cinema business. On September 28, 2023, the Hollywood writers’ strike officially ended followed by the actors’ strike on November 8, 2023. While we are thrilled about the recent end of the Hollywood Strikes, we know that the duration of the strikes will likely impact our global cinema business in 2024 due to production delays and shifting theatrical release date. Nonetheless, the recent settlement gives us more confidence that 2023 will end on a positive note delivering a marked improvement over 2022.

Despite the above factors, we believe that with (i) the re-recognition by the major studios, and other distributors, including streamers such as Amazon and Apple, of the economic importance of the theatrical release of movies, (ii) the increasing quantity and quality of films being released to the cinemas compared to pandemic levels and (iii) the expansion of certain movie audiences (such as audiences for concert films and faith based films), that the long term prospects for our industry are positive. Still, it is generally recognized that there are currently too many cinemas in the U.S., and we are reviewing and culling our poor performers where possible. Fortunately, most of our cinemas are in good markets which are not, in our view, over-screened and we believe that oversupply is less of an issue in post-pandemic Australia and New Zealand. We have confidence that in the next few years, we will return to being able to again use our cinema cash flow to support our real estate development activities. We continue to receive and review proposals for new or available existing cinemas.

We are continuing to address the challenges of the post-COVID world. For instance, we are (i) increasing and improving our automated and self-service options at the cinema level to reduce labor costs, (ii) continuing to focus on our food and beverage offerings and now have liquor licenses in every U.S. cinema, and (iii) continuing to expand our alternative content program with the intention of attracting a broader and more diversified range of patrons. Despite COVID-19 legacy issues, the global cinema industry experienced a robust performance during the third quarter of 2023 which was ignited by the double feature of record-breaking films, Barbie and Oppenheimer.

We are also continuing to reduce our fixed costs of operation by closing non-performing cinemas upon the expiration of their current lease terms. In addition, in light of potential impacts to the movie release schedule in the next few years due to the Hollywood Strikes, we are in the process of seeking occupancy relief from existing cinema landlords. Over the first ten months of 2023, we have elected not to extend three underperforming US cinema leases.

While we are closing down non-performing theatres in the over-screened U.S., we are continuing to build and expand our circuit in Australia in New Zealand. In 2023, we have opened two new cinemas, representing 13 screens in Australia. We also have two more cinemas, representing an additional 11 screens that are in the pipeline: one in Queensland Australia and one in New Zealand.

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We also believe that, as our guests return to the cinema, we will see enhanced operating results from the expansion of our F&B menus and our continued improvement on the quality and diversity of our F&B offer. In the U.S., 100% of our cinemas are licensed for the sale of liquor, beer and wine.

Moreover, the remainder of the year features a unique and compelling film slate that is expected to continue driving audiences to the big screens. After a wildly successful record-breaking concert tour, the Taylor Swift: The Eras Tour movie was released on October 13^th, 2023 to excited movie-goers and continued to break records for the theaters. The “Swifties” came out in full force for opening weekend, making the movie the highest grossing concert film of all time in North America, grossing almost $93 million domestically in its opening weekend, and thus far has already earned over $241 million globally.

Recent Box Office Improvements

The third quarter of 2023 witnessed a significant boost in box office performance due to the highly anticipated release of Barbie and Oppenheimer on July 21, 2023. This double feature drove audiences across the globe to the big screens to experience the cultural phenomenon referred to as “Barbenheimer”, resulting in a strong quarterly box office that outperformed that of Q3 2022. As of date of this report, Barbie has generated over $1.4 billion in worldwide grosses, making it 2023’s highest grossing global movie and the highest grossing opening weekend for a non-franchise film ever. Similarly, Oppenheimer has generated over $948 million in worldwide grosses and as of the date of this report, it is the third highest grossing film of 2023.

The simultaneous release of these two highly acclaimed films generated a surge of excitement among moviegoers that benefited the cinema industry and the summer film line up immensely. Sound of Freedom, which was considered this summer’s unlikely box office hit, has generated over $244 million in worldwide grosses, as of today, making it one of the most successful independent films of all time. After a 5-year franchise hiatus, Mission: Impossible – Dead Reckoning has grossed over $567 million worldwide. Finishing off the summer season, Teenage Mutant Ninja Turtles: Mutant Mayhem has become the first non-Disney, non-Universal, and non-Marvel superhero animated movie to make over $118 million domestically. As of the date of this report, it has grossed over $180 million worldwide.

The success of these films continues to support our confidence in the long-term viability of the global cinema business and reinforces the industry's resilience in the face of ongoing challenges such as labor shortages, supply chain constraints, and rising costs. The continued enthusiasm of patrons for the movie-going experience, along with the increased availability of compelling and unique film content, has been the driving force behind this success. We are confident that we will continue to build on this box office momentum as we head into the final quarter of the year with another exciting film line-up. Audiences can look forward to the release of Hunger Games: The Ballad of Songbirds and Snakes, Napoleon, Wish, Migration, Wonka, The Color Purple, and Aquaman and the Lost Kingdom.

Real Estate Developments

In the United States, during the first quarter of 2022, we leased to Petco Animal Supplies Stores, Inc. (“Petco”), the cellar, ground floor, and second floor of our 44 Union Square property, representing approximately 42 percent of the leasable area of that building. Petco is in possession of the space and began paying cash rent in December 2022. Petco’s 44 Union Square flagship store opened on June 1, 2023.

Our real estate team continues to work to secure one or more tenants for the remaining space at 44 Union Square. We believe that the pandemic’s impact on the office leasing market in New York City and the slow pace of the “return to office” effort in New York City have adversely impacted leasing opportunities and will continue to adversely impact our efforts to locate an office tenant for the space at 44 Union Square. As a result, we are currently exploring non-office and alternative uses for the remainder of the building. Should we obtain a tenant, we already have mortgage financing in place for this project to cover leasing and tenant improvement costs.

As of September 30, 2023, all of our tenants were currently open for business at our Australian and New Zealand properties (with the exception of two new tenants in Australia completing new fit outs). Most of the rentable retail portions of our Courtenay Central location in New Zealand continue to be closed due to seismic concerns, however one tenant remains open and trading. Furthermore, there is also one tenant trading on our Wakefield property. Our open land areas in Wellington are generating parking revenues.

BUSINESS OVERVIEW

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

Cinema exhibition, through our 62 cinemas as of September 30, 2023.

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

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We believe these two business segments complement and support one another. Prior to COVID-19, we used cash flows generated by our cinema operations to fund the front-end cash demands of our real estate development business. As a result of COVID-19, we relied more upon income from our real estate assets, and tapped into the imbedded value in those assets, to support our Company through the COVID-19 crisis. As COVID-19 impacts decrease, quality film product improves, and patrons return to our cinemas, we believe we will once again be able to rely on the cash flows generated by our cinema portfolio.

Despite the fact that our global cinema segment is improving at an income level, in light of our upcoming liquidity needs due to debt maturities, we have identified certain real estate assets to monetize to support our liquidity needs and will be exploring the monetization of other properties to the extent our liquidity needs require. We are steadfast in our belief that our two-pronged, diversified international business strategy will keep carrying our Company through these difficult times as we continue to navigate the uncertainty and challenges posed by the recent macroeconomic obstacles.

Key Performance Indicators

Food and Beverage Spend Per Patron

A key performance indicator utilized by management in our cinema 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 strategic priorities has been to continue upgrading the food and beverage menu at several of our global cinemas. As of September 30, 2023, we have a total of 39 theater locations with elevated food and beverage menus (i.e. menus that are beyond traditional popcorn, soda, and candy). We use F&B SPP as a measure of our food and beverage operational performance as compared to that of our competitors. Although the profitability of our food and beverage operations is influenced by numerous factors, including labor and cost of goods, F&B SPP serves as an indicator of our ability to achieve consistent strong top-line performance. In addition, F&B SPP highlights our ability to optimize revenue by effectively promoting and selling supplementary products to our customers during each visit. Moreover, this metric assists in evaluating how well we can differentiate our F&B offerings from our competitors. Management in turn uses F&B SPP to adjust food and beverage pricing strategies at our individual theaters, measure the effectiveness of promotional marketing initiatives, optimize menu offerings, and to ensure price barriers are not created for our attendance.

Average Ticket Price Per Patron

An additional key performance indicator utilized by management in our cinema segment is Average Ticket Price (“ATP”) Per Patron, which 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 as we recover from the COVID-19 pandemic. In addition, ATP gauges the effectiveness of our cinemas’ pricing strategies and our ability to draw back audiences 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.

Cinema Exhibition Overview

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

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

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

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

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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 September 30, 2023.

	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		Consolidated Theatres
	California	7	88	7		Reading Cinemas, Angelika Film Center
	New York	3	16	2	1	Angelika Film Center
	Texas	2	13	2		Angelika Film Center
	New Jersey	1	12	1		Reading Cinemas
	Virginia	1	8	1		Angelika Film Center
	Washington, D.C.	1	3	1		Angelika Film Center
	U.S. Total	21	214	20	1
Australia	Victoria	9	62	9		Reading Cinemas
	New South Wales	6	44	5	1	Reading Cinemas
	Queensland	7	64	4	3	Reading Cinemas, Angelika Film Center, Event Cinemas(1)
	Western Australia	4	27	3	1	Reading Cinemas
	South Australia	2	15	2		Reading Cinemas
	Tasmania	2	14	2		Reading Cinemas, State Cinema by Angelika
	Australia Total	30	226	25	5
New Zealand	Wellington	2	15	1	1	Reading Cinemas
	Otago	3	15	2	1	Reading Cinemas, Rialto Cinemas(2)
	Auckland	2	15	2		Reading Cinemas, Rialto Cinemas(2)
	Canterbury	1	8	1		Reading Cinemas
	Southland	1	5	1		Reading Cinemas
	Bay of Plenty	1	5		1	Reading Cinemas
	Hawke's Bay	1	4		1	Reading Cinemas
	New Zealand Total	11	67	7	4
GRAND TOTAL		62	507	52	10

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

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

(3)Our total location counts as of September 30, 2023, reflects all operating cinemas, including (i) the Angelika Film Center at South City Square in Australia, which opened on August 24, 2023, (ii) the Reading Cinemas at Busselton in Australia, which opened on September 22, 2023, (iii) the Reading Cinemas at Courtenay Central in New Zealand, which remains closed while we address certain seismic issues and (iv) two underperforming Consolidated Theatres in Hawaii were closed, as of July 9, 2023 and July 31, 2023 respectively.

Our cinema revenues consist primarily of cinema ticket sales, F&B sales, screen advertising, gift card purchases, cinema rentals, and online convenience fee revenue generated by the sale of our cinema tickets through our websites and mobile apps. Cinema operating expenses consist of the costs directly attributable to the operation of the cinemas, including (i) film rent expense, (ii) operating costs, such as employment costs and utilities, and (iii) occupancy costs. Cinema revenues and certain expenses fluctuate with the availability of quality first run films and the number of weeks such first run films stay in the market. For a breakdown of our current cinema assets that we own and/or manage, please refer to Part I, Item 1 – Our Business of our 2022 Form 10-K. We now present a discussion of recent material developments.

Cinema Additions and Pipeline

The latest additions to our cinema portfolio as of September 30, 2023, were as follows:

Armadale, Western Australia, Australia: On January 13, 2023, we took over an existing six-screen cinema in Armadale, Australia, a suburb of Perth in Western Australia.

South City Square, Brisbane, Australia: On August 24, 2023, we launched our first-ever Angelika Film Center outside of the United States at South City Square in Woolloongabba, Brisbane. The location currently operates as an eight-screen complex, featuring elevated food and beverage offerings (including alcoholic beverages) and recliner seating.

Busselton, Western Australia, Australia: On September 22, 2023, we opened a five-screen complex in the newly expanded Busselton Central Shopping Centre precinct of Busselton, Western Australia. The state-of-the-art complex features a TITAN LUXE screen, elevated food and beverage offerings, and recliner seating.

Our Board has authorized management to proceed with the negotiation of leases for two new state-of-the-art cinemas, one of which is Noosa in Queensland, Australia and the other in New Zealand.

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Cinema Upgrades

As of September 30, 2023, the upgrades to our cinema circuits’ film exhibition technology and amenities over the years are as summarized in the following table:

	Location Count	Screen ‎Count
Screen Format
Digital (all cinemas in our cinema circuit)	62	507
IMAX	1	1
TITAN XC and LUXE	27	33
Dine-in Service
Gold Lounge (AU/NZ)(1)	11	29
Premium (AU/NZ)(2)	17	45
Spotlight (U.S.)(3)	1	6
Upgraded Food & Beverage menu (U.S.)(4)	18	n/a
Premium Seating (features recliner seating)	33	198
Liquor Licenses (5)	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 (less intimate 80-seat cinemas), but no waiter service.

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

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

(5)Liquor Licenses: Licenses are applicable at each cinema location, rather than each cinema auditorium.  As of today, we have liquor licenses in 100% of the cinemas operating in the U.S.  In Australia, we have five liquor licenses pending, and in New Zealand we have two liquor licenses pending.

Recent Enhancements

United States

Renovation Work: As of September 30, 2023, we have converted 110 of our 214 U.S. auditoriums to luxury recliner seating. We have an agreement in place with our landlord at the Dallas Angelika for a complete remodel of that cinema, which we anticipate will be completed in Q1 of 2024.

Australia and New Zealand

Rouse Hill renovation: Reading Cinema Rouse Hill will undergo a lease obligated refurbishment focusing on the foyer, concessions and the addition of another all reclining Premium auditorium. The introduction of the hot food offer and streamlining operations to ensure minimal staffing requirement productivity. The Preliminary drawings have been completed and will develop into a construction set for project/lessor approval, building consents and tender. Siteworks are expected to be completed late Q1 2024.

Angelika Film Centre, South City Square: Australia’s first Angelika Film Centre opened on August 24, 2023 in the Woolloongabba (Queensland) South City Square development. The complex offers eight screens, all reclining seating, and exceptional hot food and liquor offerings. The fit-out project was completed within the allocated budget and time frame.

Other Cinema Upgrades: In addition, during the three-year period 2021 to 2023, we also improved Sunbury and State Cinema in Australia, as well as some non-lease driven renovations at Rouse Hill in New South Wales, Australia.

During 2023, we will continue to focus on the enhancement of our proprietary online ticketing and Food & Beverage capabilities, together with improving and expanding our social media platforms and interfaces. These are intended to enhance the convenience of our offerings and to promote guest affinity with the experiences and products that we are offering.

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Cinema Closures

Our cinema in Wellington, New Zealand remains closed due to seismic concerns pending the redevelopment of that ETC. On May 7, 2023, The Hutt Pop-Up in New Zealand was permanently closed due to the expiration of our lease. We chose not to continue the cinema as it was only brought online as a “pop up” to address a temporary opening in the market. As of the date of this report, we have also closed and terminated our lease agreements at two underperforming Consolidated Theatre locations in Hawaii (Koko Marina Center and Queen Kaahumanu Center) and, as of November 1, 2023, a Reading Cinemas in California (Rohnert Park). One cinema was on a month-to-month arrangement and the other two were at the end of their respective terms. The decision to terminate these three venues was based on our belief that none of these locations could be operated profitably in the current environment on any meaningful rent paying basis at the rents being demanded by their respective landlords. Both of the Hawaii locations are currently closed and without replacement tenants. The California location is still in de-fit status.

Real Estate Overview

Through our various subsidiaries, we engage in the real estate business through the development, ownership, rental or licensing to third parties of retail, commercial, and live theatre assets. Our real estate business creates long-term value for our stockholders through the continuous improvement and development of our investment and operating properties, including our ETCs. In addition to owning the fee interests in 10 of our cinemas (as presented in the table under Cinema Exhibition Overview), as of September 30, 2023, we:

own our 44 Union Square property in Manhattan comprised of retail and office space which is currently in the lease-up phase. The cellar, ground floor, and second floor of the building are now fully leased to Petco, which is in occupancy of its premises on a full rent paying basis.

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

own and operate our administrative office building in Culver City, California, which is currently being held for sale;

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

own an approximately 26.6-acre property in Williamsport, Pennsylvania, currently leased to Transco Railway Products, Inc and currently being held for sale;

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

have exercised our option to purchase the improvements and ground lease comprising our cinema, Village East by Angelika cinema, and headquarters building at 189 Second Avenue in Manhattan, such sale scheduled to close in July 2024.

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 2022 Form 10-K. We now present a discussion of recent material developments.
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Value-creating Opportunities

The implementation of most of our Company’s real estate development plans remained delayed due to the effects of the COVID-19 pandemic on the global cinema industry and the need to conserve capital and fund our cinema operation. However, we intend to continue to emphasize the prudent development of our real estate assets as we emerge from the pandemic.

United States:

44 Union Square Redevelopment (New York, N.Y.) – On January 27, 2022, we entered a long-term lease with Petco for the cellar, ground floor, and second floor of the building, representing 42% of the leasable area. Petco is in occupancy of its premises on a full rent cash paying basis and opened to the public on June 1, 2023. CBRE is currently engaged as our exclusive broker for the remaining space. While the space was originally designed for office uses, given the dramatic presence of the property on Union Square, the rebound in foot traffic being enjoyed by Union Square and our building’s great branding potential, we are considering, a range of uses beyond traditional office tenants, including short term and special purpose uses. While we cannot guarantee the successful leasing of the remaining space, our leasing team continues to actively pursue potential tenants.

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Minetta Lane Theatre (New York, N.Y.) – Prior to COVID-19, our theatre was used by Audible, to present plays featuring a limited cast of one or two characters and special live performance engagements on the Audible streaming service. Due to COVID-19, no shows were presented between March 2020 and October 8, 2021, the date on which public performances resumed, and during this period we provided certain abatements. Audible has resumed full operations at the theatre and extended its license arrangement with us through March 15, 2024. Audible has informed us that they would like to extend another two years with one year option. The parties will be working on an extension agreement in the near future. No assurances can be given that we will be able to enter into such a contract extension on terms acceptable to the Company.

Orpheum Theatre (New York, N.Y.) – Prior to COVID-19, our theatre was the home to STOMP. Due to COVID-19, no shows were presented between April 2020 and June 2021. Thereafter, performances were intermittent. During this period, we provided certain abatements. STOMP ultimately 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, a new show, The Empire Strips Back, ran for approximately three months and Comedian Rachel Bloom will host a short term run for Death, Let Me Do My Show from December 7, 2023, to January 6, 2024. We are also in discussions with other potential shows to license the Orpheum Theatre.

Cinemas 1,2,3 (New York, N.Y.) – Currently operated as the Cinemas 123, we have historically treated this property as an asset held for long term development. However, in light of a variety of factors, such as market conditions in Manhattan for real estate assets, cost of capital and demands on our liquidity, we have begun to explore alternatives for this property. These alternatives may include, again by way of example, the bringing in of a capital partner, the entering into a long-term ground lease (which could serve as the basis for medium to long term finance), and/or the sale (in whole or in part) of our interest in the property.

The Philadelphia Viaduct and Adjacent Properties (Philadelphia, Pennsylvania) – This continues to be an area of focus for us in 2023. We have, in recent periods, begun the process of demolishing obsolete structures on the Viaduct or on our properties adjacent to the Viaduct. The city is currently considering an ordinance which would allow it to acquire, in whole or in part, our interest in the Viaduct, and we are in discussions with community leaders about ways in which we can work together to bring enhanced value to our holdings.

Australia:

Newmarket Village ETC, (Brisbane, Australia) – We continue to work on the expansion and upgrade of our Newmarket Village ETC. Our site includes a 23,250 square foot parcel adjacent to the center, improved with an office building. Over the next few years, we will be evaluating development options for this space. As of the date of this report, the combined center and office building is 99% leased.

Cannon Park Center ETC, (Queensland, Australia) – We own two adjoining properties in Townsville, Queensland, Australia, (Cannon Park City Center and Cannon Park Discount Center) comprising approximately 9.4-acres which we operate as our Cannon Park Center ETC. The total gross leasable area of the two properties is 133,000 square feet. Our multiplex cinema is the anchor tenant. These properties are currently 94% leased.

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

New Zealand:

Courtenay Central Redevelopment (Wellington) – Our Wellington property is comprised of three parcels representing approximately 161,082 square feet of land in the entertainment core of Wellington, we anticipate that this redevelopment opportunity will be a principal focus over the next few years. We remain optimistic about the development potential for our Courtenay Central property, in light of, among other things, (i) the successful June 3, 2023 opening of Takina Wellington Convention and Exhibition Center (wcec.co.nz), this capital city’s first premium conference and exhibition space that already has over a hundred conferences and events booked and internationally acclaimed exhibits scheduled, (ii) the loosening of certain height and density restrictions, and (iii) the lack of comparable building sites.

For a complete list of our principal properties, see Part I, Item 2 – Properties under the heading “Investment and Development Property.”

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Corporate Matters

Refer to Part I – Financial Information, Item 1 – Notes to Consolidated Financial Statements-- Note 17 – Stock-Based Compensation and Stock Repurchases for details regarding our stock repurchase program and Board, Executive and Employee stock-based remuneration programs.

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Please refer to our 2022 Form 10-K for more details on our cinema and real estate segments.

RESULTS OF OPERATIONS

The table below summarizes the results of operations for each of our principal business segments along with the non-segment information for the quarter and nine months ended September 30, 2023, and September 30, 2022, respectively:

		Quarter Ended				% Change		Nine Months Ended				% Change
(Dollars in thousands)		September 30, 2023		September 30, 2022		Fav/ ‎(Unfav)		September 30, 2023		September 30, 2022		Fav/ ‎(Unfav)
SEGMENT RESULTS
	Revenue
	Cinema exhibition	$	62,688		48,358	30	%	$	165,731	$	147,476	12	%
	Real estate		5,056		4,070	24	%		15,338		12,265	25	%
	Inter-segment elimination		(1,181)		(1,232)	4	%		(3,644)		(3,833)	5	%
	Total revenue		66,563		51,196	30	%		177,425		155,908	14	%
	Operating expense
	Cinema exhibition		(54,459)		(46,540)	(17)	%		(149,941)		(138,412)	(8)	%
	Real estate		(2,281)		(2,352)	3	%		(6,600)		(6,715)	2	%
	Inter-segment elimination		1,181		1,232	(4)	%		3,644		3,833	(5)	%
	Total operating expense		(55,559)		(47,660)	(17)	%		(152,897)		(141,294)	(8)	%
	Depreciation and amortization
	Cinema exhibition		(2,784)		(3,161)	12	%		(8,551)		(10,057)	15	%
	Real estate		(1,624)		(1,591)	(2)	%		(4,830)		(4,920)	2	%
	Total depreciation and amortization		(4,408)		(4,752)	7	%		(13,381)		(14,977)	11	%
	General and administrative expense
	Cinema exhibition		(1,050)		(794)	(32)	%		(2,983)		(3,360)	11	%
	Real estate		(231)		(272)	15	%		(696)		(755)	8	%
	Total general and administrative expense		(1,281)		(1,066)	(20)	%		(3,679)		(4,115)	11	%
	Impairment expense
	Cinema exhibition		—		—	-	%		—		(1,549)	(>100)	%
	Total impairment expense		—		—	-	%		—		(1,549)	(>100)	%
	Segment operating income
	Cinema exhibition		4,395		(2,137)	>100	%		4,256		(5,902)	>100	%
	Real estate		920		(145)	>100	%		3,212		(125)	>100	%
	Total segment operating income (loss)	$	5,315	$	(2,282)	>100	%	$	7,468	$	(6,027)	>100	%
NON-SEGMENT RESULTS
	Depreciation and amortization expense		(172)		(258)	33	%		(527)		(804)	34	%
	General and administrative expense		(4,124)		(4,190)	2	%		(12,014)		(13,249)	9	%
	Interest expense, net		(5,072)		(3,694)	(37)	%		(14,063)		(10,242)	(37)	%
	Equity earnings of unconsolidated joint ventures		217		61	>100	%		443		233	90	%
	Gain (loss) on sale of assets		—		(59)	(>100)	%		—		(59)	100	%
	Other income (expense)		267		5,455	(95)	%		356		8,445	(96)	%
	Income before income taxes		(3,569)		(4,967)	28	%		(18,337)		(21,703)	16	%
	Income tax benefit (expense)		(896)		(332)	(>100)	%		(313)		(1,492)	79	%
Net income (loss)			(4,465)		(5,299)	16	%		(18,650)		(23,195)	20	%
	Less: net income (loss) attributable to noncontrolling interests		(65)		(122)	47	%		(361)		(228)	(58)	%
Net income (loss) attributable to Reading International, Inc.		$	(4,400)	$	(5,177)	15	%	$	(18,289)	$	(22,967)	20	%
Basic earnings (loss) per share		$	(0.20)	$	(0.23)	13	%	$	(0.82)	$	(1.04)	21	%

Consolidated and Non-Segment Results:

Third Quarter and Nine Months Net Results

Revenue

Revenue for the quarter ended September 30, 2023, increased by $15.4 million, to $66.6 million, compared to the same period in the prior year, primarily due to (i) increased revenues as a result of a stronger film slate and (ii) rent income from our 44 Union Square property.

Revenue for the nine months ended September 30, 2023, increased by $21.5 million, to $177.4 million, when compared to the same period in the prior year. This increase was attributable to better cinema performances across our worldwide circuit as a result of a stronger film slate and, since November 2022 rent income from our 44 Union Square property.

33

Segment Operating Income/(Loss)

Our total segment operating income for the quarter ended September 30, 2023, increased by $7.6 million, from a loss of $2.3 million to an income of $5.3 million, primarily due to (i) improved operating income from our worldwide circuit and (ii) rent received from our tenant at our 44 Union Square property that did not occur in the third quarter of 2022.

Our total segment operating income for the nine months ended September 30, 2023 was $7.5 million, which increased by $13.5 million from a loss of $6.0 million, primarily due to (i) improved cinema performance from a stronger film slate, which resulted in more patrons returning to the theaters, (ii) rent received from our tenant at our 44 Union Square property that did not occur in the third quarter of 2022, (iii) impairment expense of $1.5 million that was incurred in the same period in 2022 that was not incurred in 2023 and (iv) a decrease in depreciation and amortization due to delay in Capex spending.

During the third quarter of 2023, both the Australia and New Zealand dollars devalued against the U.S. dollar. The average Australia dollar exchange rate against the U.S. dollar for the third quarter of 2023 decreased 4.1% compared to the same period in 2022. The average New Zealand dollar exchange rate against the U.S. dollar for the third quarter of 2023 decreased 1.2% compared to the same period in 2022. The devaluation of the Australia and New Zealand currencies negatively impacts segment operating income and positively impacts segment operating loss in U.S. dollar terms.

Net Income/(Loss)

Our net loss attributable to Reading International, Inc. for the quarter ended September 30, 2023, decreased by $0.8 million, from a loss of $5.2 million to a loss of $4.4 million, when compared to the same period in the prior year, due to improved segment revenues, decreased depreciation and amortization expense, partially offset by increased interest expense, decreased other income and increased tax expense.

For the nine months ended September 30, 2023, net loss attributable to Reading International, Inc. decreased by $4.7 million, from a loss of $23.0 million to a loss of $18.3 million, compared to the same period in the prior year primarily due to better segment results, decreased G&A expenses, decreased depreciation and amortization expense, no impairment in 2023, and decreased tax expenses, partially offset by increased interest expense and a decrease in other income.

Income Tax Expense

Income tax expense for the quarter ended September 30, 2023, increased by $0.6 million compared to the equivalent prior-year period.  The change between 2023 and 2022 is primarily related to the increase in reserve for valuation allowance in 2023.

Income tax expense for the nine months ended September 30, 2023, decreased by $1.2 million compared to the equivalent prior-year period. The change between 2023 and 2022 is primarily related to the decrease in reserve for unrecognized tax benefits in 2023.

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34

Business Segment Results

Cinema Exhibition

The following table details our cinema exhibition segment operating results for the quarter and nine months ended September 30, 2023, and September 30, 2022, respectively:

			Quarter Ended						Nine Months Ended						Fav/(Unfav)
(Dollars in thousands)			September 30, 2023		% of Revenue	September 30, 2022		% of Revenue	September 30, 2023		% of Revenue	September 30, 2022		% of Revenue	Quarter ‎Ended		Nine Months Ended
REVENUE
	United States	Admissions revenue	$	19,495	31%	$	13,588	28%	$	50,250	30%	$	39,815	27%	43	%	26	%
		Food & beverage revenue		11,663	19%		8,671	18%		31,108	19%		25,436	17%	35	%	22	%
		Advertising and other revenue		3,074	5%		2,417	5%		8,700	5%		7,281	5%	27	%	19	%
			$	34,232	55%	$	24,676	51%	$	90,058	54%	$	72,532	49%	39	%	24	%
	Australia	Admissions revenue	$	14,918	24%	$	12,404	26%	$	39,428	24%	$	39,125	27%	20	%	1	%
		Food & beverage revenue		7,856	13%		6,486	13%		21,016	13%		21,007	14%	21	%	-	%
		Advertising and other revenue		1,412	2%		1,124	2%		3,894	2%		3,665	2%	26	%	6	%
			$	24,186	39%	$	20,014	41%	$	64,338	39%	$	63,797	43%	21	%	1	%
	New Zealand	Admissions revenue	$	2,668	4%	$	2,287	5%	$	6,989	4%	$	6,919	5%	17	%	1	%
		Food & beverage revenue		1,383	2%		1,191	2%		3,774	2%		3,646	2%	16	%	4	%
		Advertising and other revenue		219	0%		192	0%		572	0%		582	0%	14	%	(2)	%
			$	4,270	7%	$	3,670	8%	$	11,335	7%	$	11,147	8%	16	%	2	%
	Total revenue		$	62,688	100%	$	48,360	100%	$	165,731	100%	$	147,476	100%	30	%	12	%
OPERATING EXPENSE
	United States	Film rent and advertising cost	$	(10,876)	17%	$	(7,602)	16%	$	(27,563)	17%	$	(22,430)	15%	(43)	%	(23)	%
		Food & beverage cost		(2,908)	5%		(2,352)	5%		(8,039)	5%		(6,552)	4%	(24)	%	(23)	%
		Occupancy expense		(6,265)	10%		(6,117)	13%		(18,768)	11%		(18,447)	13%	(2)	%	(2)	%
		Other operating expense		(11,722)	19%		(10,489)	22%		(32,513)	20%		(28,403)	19%	(12)	%	(14)	%
			$	(31,771)	51%	$	(26,560)	55%	$	(86,883)	52%	$	(75,832)	51%	(20)	%	(15)	%
	Australia	Film rent and advertising cost	$	(6,582)	10%	$	(5,642)	12%	$	(17,652)	11%	$	(17,827)	12%	(17)	%	1	%
		Food & beverage cost		(1,670)	3%		(1,287)	3%		(4,407)	3%		(4,252)	3%	(30)	%	(4)	%
		Occupancy expense		(4,276)	7%		(4,215)	9%		(13,048)	8%		(13,265)	9%	(1)	%	2	%
		Other operating expense		(6,576)	10%		(5,625)	12%		(18,104)	11%		(17,344)	12%	(17)	%	(4)	%
			$	(19,104)	30%	$	(16,769)	35%	$	(53,211)	32%	$	(52,688)	36%	(14)	%	(1)	%
	New Zealand	Film rent and advertising cost	$	(1,190)	2%	$	(1,013)	2%	$	(3,164)	2%	$	(3,086)	2%	(17)	%	(3)	%
		Food & beverage cost		(273)	0%		(228)	0%		(731)	0%		(699)	0%	(20)	%	(5)	%
		Occupancy expense		(792)	1%		(768)	2%		(2,357)	1%		(2,383)	2%	(3)	%	1	%
		Other operating expense		(1,330)	2%		(1,203)	2%		(3,595)	2%		(3,724)	3%	(11)	%	3	%
			$	(3,585)	6%	$	(3,212)	7%	$	(9,847)	6%	$	(9,892)	7%	(12)	%	-	%
	Total operating expense		$	(54,460)	87%	$	(46,541)	96%	$	(149,941)	90%	$	(138,412)	94%	(17)	%	(8)	%
DEPRECIATION, AMORTIZATION, IMPAIRMENT AND GENERAL AND ADMINISTRATIVE EXPENSE
	United States	Depreciation and amortization	$	(1,458)	2%	$	(1,696)	4%	$	(4,518)	3%	$	(5,373)	4%	14	%	16	%
		Impairment of long-lived assets		—	0%		—	0%		—	0%		(1,549)	1%	(>100)	%	(>100)	%
		General and administrative expense		(672)	1%		(408)	1%		(1,839)	1%		(2,121)	1%	(65)	%	13	%
			$	(2,130)	3%	$	(2,104)	4%	$	(6,357)	4%	$	(9,043)	6%	(1)	%	30	%
	Australia	Depreciation and amortization	$	(1,192)	2%	$	(1,281)	3%	$	(3,611)	2%	$	(4,034)	3%	7	%	10	%
		Impairment expense		—	0%		—	0%		—	0%		—	0%	-	%	-	%
		General and administrative expense		(377)	1%		(387)	1%		(1,144)	1%		(1,239)	1%	3	%	8	%
			$	(1,569)	3%	$	(1,668)	3%	$	(4,755)	3%	$	(5,273)	4%	6	%	10	%
	New Zealand	Depreciation and amortization	$	(134)	0%	$	(184)	0%	$	(422)	0%	$	(650)	0%	27	%	35	%
		Impairment expense		—	0%		—	0%		—	0%		—	0%	-	%	-	%
		General and administrative expense		—	0%		—	0%		—	0%		—	0%	-	%	-	%
			$	(134)	0%	$	(184)	0%	$	(422)	0%	$	(650)	0%	27	%	35	%
	Total depreciation, amortization, general and administrative expense		$	(3,833)	6%	$	(3,956)	8%	$	(11,534)	7%	$	(14,966)	10%	3	%	23	%
OPERATING INCOME (LOSS) – CINEMA
	United States		$	331	1%	$	(3,988)	(8)%	$	(3,182)	(2)%	$	(12,343)	(8)%	>100	%	74	%
	Australia			3,513	6%		1,577	3%		6,372	4%		5,836	4%	>100	%	9	%
	New Zealand			551	1%		274	1%		1,066	1%		605	0%	>100	%	76	%
	Total Cinema operating income (loss)		$	4,395	7%	$	(2,137)	(4)%	$	4,256	3%	$	(5,902)	(4)%	>100	%	>100	%

Third Quarter and Nine Months Results

Revenue

For the quarter ended September 30, 2023, cinema revenue increased by $14.3 million, to $62.7 million compared to the same period in the prior year. Our worldwide cinema revenue increased by 30%; geographically, U.S., AU and NZ cinema revenue increased by 39%, 21% and 16% respectively.

For the nine months ended September 30, 2023, cinema revenue increased by $18.3 million, to $165.7 million compared to the same period in the prior year.

35

The increase in revenues for the quarter and nine months ending September 30, 2023 was primarily driven by increased attendance, increased food and beverage sales and advertising and other revenue as a result of a stronger film slate.

Cinema Segment Operating Income/(Loss)

Cinema segment operating income for the quarter ended September 30, 2023, increased by $6.5 million, from a loss of $2.1 million to an income of $4.4 million when compared to the same period in the prior year, primarily due to a stronger film slate.

Cinema segment operating income for the nine months ended September 30, 2023, increased by $10.2 million, from a loss of $5.9 million to an income of $4.3 million when compared to the same period in the prior year primarily due to (i) improved cinema performance as a result of stronger movie slate and more patrons returning to the theaters, (ii) impairment expense that was incurred in 2022 that was not incurred in 2023 and (iii) a decrease in depreciation and amortization due to delay in Capex spending.

Operating expense

Operating expenses for the quarter ended September 30, 2023, increased by $7.9 million, to $54.5 million, compared to the same quarter in the prior year. Operating expenses for the nine months ended September 30, 2023, increased by $11.5 million, to $149.9 million, compared to the same time period in the prior year. These increases were due to increased film rent expense, increased food and beverage costs and other operating expenses as result of a better segment performance.

Depreciation, amortization, impairment, general and administrative expense

Depreciation, amortization, impairment, and general and administrative expenses for the quarter ended September 30, 2023, decreased by $0.1 million, to $3.8 million, compared to the same quarter in the prior year. Depreciation, amortization, impairment and general and administrative expense for the nine months ended September 30, 2023, decreased by $3.4 million, to $11.5 million, compared to the same period in the prior year. These decreases were due to (i) impairment expense that was incurred in 2022 that did not reoccur in 2023, and (ii) a decrease in depreciation and amortization due to a delay in Capex spending.

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36

Real Estate

The following table details our real estate segment operating results for the quarter and nine months ended September 30, 2023 and September 30, 2022, respectively:

															% Change
			Quarter Ended						Nine Months Ended						Fav/(Unfav)
(Dollars in thousands)			September 30, ‎2023		% of ‎Revenue	September 30, ‎2022		% of ‎Revenue	September 30, ‎2023		% of ‎Revenue	September 30, ‎2022		% of ‎Revenue	Quarter Ended		Nine Months Ended
REVENUE
	United States	Live theatre rental and ancillary income	$	465	9%	$	384	9%	$	1,370	9%	$	1,343	11%	21	%	2	%
		Property rental income		1,149	23%		143	4%		3,632	24%		445	4%	>100	%	>100	%
				1,614	32%		527	13%		5,002	33%		1,788	15%	>100	%	>100	%
	Australia	Property rental income		3,063	61%		3,154	77%		9,191	60%		9,336	76%	(3)	%	(2)	%
	New Zealand	Property rental income		380	8%		390	10%		1,145	7%		1,141	9%	(3)	%	-	%
	Total revenue		$	5,057	100%	$	4,071	100%	$	15,338	100%	$	12,265	100%	24	%	25	%
OPERATING EXPENSE
	United States	Live theatre cost	$	(122)	2%	$	(160)	4%	$	(476)	3%	$	(531)	4%	24	%	10	%
		Property cost		(466)	9%		(330)	8%		(1,132)	7%		(894)	7%	(41)	%	(27)	%
		Occupancy expense		(260)	5%		(240)	6%		(743)	5%		(750)	6%	(8)	%	1	%
				(848)	17%		(730)	18%		(2,351)	15%		(2,175)	18%	(16)	%	(8)	%
	Australia	Property cost		(548)	11%		(588)	14%		(1,653)	11%		(1,596)	13%	7	%	(4)	%
		Occupancy expense		(505)	10%		(500)	12%		(1,477)	10%		(1,541)	13%	(1)	%	4	%
				(1,053)	21%		(1,088)	27%		(3,130)	20%		(3,137)	26%	3	%	-	%
	New Zealand	Property cost		(273)	5%		(420)	10%		(810)	5%		(1,085)	9%	35	%	25	%
		Occupancy expense		(108)	2%		(116)	3%		(309)	2%		(318)	3%	7	%	3	%
				(381)	8%		(536)	13%		(1,119)	7%		(1,403)	11%	29	%	20	%
	Total operating expense		$	(2,282)	45%	$	(2,354)	58%	$	(6,600)	43%	$	(6,715)	55%	3	%	2	%
DEPRECIATION, AMORTIZATION, GENERAL AND ADMINISTRATIVE EXPENSE
	United States	Depreciation and amortization	$	(824)	16%	$	(745)	18%	$	(2,358)	15%	$	(2,243)	18%	(11)	%	(5)	%
		General and administrative expense		(171)	3%		(211)	5%		(507)	3%		(643)	5%	19	%	21	%
				(995)	20%		(956)	23%		(2,865)	19%		(2,886)	24%	(4)	%	1	%
	Australia	Depreciation and amortization	$	(617)	12%	$	(655)	16%	$	(1,900)	12%	$	(2,042)	17%	6	%	7	%
		General and administrative expense		(60)	1%		(60)	1%		(189)	1%		(112)	1%	-	%	(69)	%
				(677)	13%		(715)	18%		(2,089)	14%		(2,154)	18%	5	%	3	%
	New Zealand	Depreciation and amortization		(183)	4%		(191)	5%		(572)	4%		(635)	5%	4	%	10	%
		General and administrative expense		—	0%		—	0%		—	0%		—	0%	-	%	-	%
				(183)	4%		(191)	5%		(572)	4%		(635)	5%	4	%	10	%
	Total depreciation, amortization, general and administrative expense		$	(1,855)	37%	$	(1,862)	46%	$	(5,526)	36%	$	(5,675)	46%	-	%	3	%
OPERATING INCOME (LOSS) - REAL ESTATE
	United States		$	(229)	(5)%	$	(1,159)	(28)%	$	(214)	(1)%	$	(3,273)	(27)%	80	%	93	%
	Australia			1,333	26%		1,351	33%		3,972	26%		4,045	33%	(1)	%	(2)	%
	New Zealand			(184)	(4)%		(337)	(8)%		(546)	(4)%		(897)	(7)%	45	%	39	%
	Total real estate operating income (loss)		$	920	18%	$	(145)	(4)%	$	3,212	21%	$	(125)	(1)%	>100	%	>100	%

Third Quarter and Nine Months Results

Revenue

Real estate revenue for the quarter ended September 30, 2023, increased by approximately $1.0 million to $5.1 million, compared to the same period in the prior year. This increase was due to the recognition of rental income from our tenant at our 44 Union Square property, which did not occur in the same period of the prior year and increased live theatre rental income.

For the nine months ended September 30, 2023, real estate revenue increased by $3.1 million, to $15.3 million, compared to the same period in the prior year. This increase was driven by the rental income from our 44 Union Square property tenant that did not occur in the same period in the prior year.

Real Estate Segment Income/(Loss)

Real estate segment operating income for the quarter ended September 30, 2023, increased by $1.1 million, to $0.9 million, compared to a slight loss of $0.1 million the same period in the prior year. This change was attributable to rent recognized in the current quarter 2023 from our tenant at our 44 Union Square property, that did not occur in the same period of the prior year.

For the nine months ended September 30, 2023, real estate segment operating income increased by $3.3 million, to $3.2 million, compared to a slight loss of $0.1 million in same period in the prior year. This increase was driven by the rental income from our 44 Union Square property tenant that did not occur in the same prior year period.

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LIQUIDITY AND CAPITAL RESOURCES

Our Financing 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, 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.

However, disruptions to our cinema cash flow caused by the COVID-19 pandemic, government efforts to address the pandemic, and the resulting aftermath of the pandemic and those efforts have made it necessary for us to defer capital expenditures and to rely on borrowings and the proceeds of asset monetizations to cover our costs of operations, pay interest and pay down debt. We have since March 31, 2020 paid down our institutional debt by $54.4 million.

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

As our Company enjoys the recovery in the global cinema business, we are still facing macroeconomic headwinds such as increased interest rates, inflation, supply chain issues and increased film rent, labor and operating costs, many of which are beyond our control. While we have been successful in negotiating extensions of $108.3 million in debt scheduled to mature in 2023, we have debt of $41.5 million coming due in the next 12 months.

If our Company is unable to generate sufficient cash flow in the upcoming months, we will be required to adopt one or more alternatives, such as reducing, delaying or eliminating planned capital expenditures, monetizing additional assets, restructuring our debt and/or our lease obligations or finding additional sources of liquidity (such as additional borrowings). We have listed as assets held for sale two U.S. properties with a combined book value (the lower of cost or market, as opposed to fair market value) of $11.7 million. These assets were selected since, based on recent appraisals, we believe that they would free up material amounts of cash and that it is unlikely that they would materially increase in value over the next three to five years without significant capital investment.

For more information about our borrowings, please refer to Part I – Financial Information, Item 1 – Notes to Consolidated Financial Statements-- Note 12 – Borrowings. For more information about our efforts to manage our liquidity issues, see Part I- Financial Information, Item 1 – Notes to Consolidated Financial Statements – Note 3 – Impact of COVID-19 Pandemic, Artists Strike and Liquidity.

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38

The changes in cash and cash equivalents for the nine months ended September 30, 2023, and September 30, 2022, respectively, are discussed as follows:

	Nine Months Ended
	September 30,
(Dollars in thousands)	2023		2022		% Change
Net cash provided by (used in) operating activities	$	(6,366)	$	(26,114)	76	%
Net cash provided by (used in) investing activities		(6,191)		(6,419)	4	%
Net cash provided by (used in) financing activities		(3,886)		(7,946)	51	%
Effect of exchange rate on cash and restricted cash		(897)		(2,242)	60	%
Increase (decrease) in cash and cash equivalents and restricted cash	$	(17,340)	$	(42,721)	59	%

Operating activities

Cash used in operating activities for the nine months ended September 30, 2023, decreased by $19.7 million, to $6.4 million. This was driven by an improved cinema operating performance compared to the prior year period, receipt of rental income from our tenant, at our 44 Union Square property, which did not occur in the same period of prior year, and increase in operating liabilities primarily in taxes payable and account payable and accrued expenses.

Investing activities

Cash used in investing activities during the nine months ended September 30, 2023, which was $6.2 million, stayed relatively flat compared to the same period of prior year of $6.4 million.

Financing activities

Cash used in financing activities for the nine months ended September 30, 2023, decreased by $4.1 million, to $3.9 million due to a borrowing on an existing facility.

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 third quarter ended September 30, 2023, and preceding four years:

	As of and for the 9-Months Ended		Year Ended December 31
($ in thousands)	September 30, 2023		2022		2021		2020		2019
Total Resources (cash and borrowings)
Cash and cash equivalents (unrestricted)	$	11,925	$	29,947	$	83,251	$	26,826	$	12,135
Unused borrowing facility		8,160		12,000		12,000		15,490		73,920
Restricted for capital projects		8,160		12,000		12,000		9,377		13,952
Unrestricted capacity		—		—		—		6,113		59,968
Total resources at period end		20,085		41,947		95,251		42,316		86,055
Total unrestricted resources at period end		11,925		29,947		83,251		32,939		72,103
Debt-to-Equity Ratio
Total contractual facility	$	216,749	$	227,633	$	248,948	$	300,449	$	283,138
Total debt (gross of deferred financing costs)		208,589		215,633		236,948		284,959		209,218
Current		41,178		38,026		12,060		42,299		37,380
Non-current		167,411		177,607		224,888		242,660		171,838
Finance lease liabilities		3		28		209		—		—
Total book equity		42,055		63,279		105,060		81,173		139,616
Debt-to-equity ratio		4.96		3.41		2.26		3.51		1.50
Changes in Working Capital
Working capital (deficit)(1)	$	(85,664)	$	(74,152)	$	(6,673)	$	(64,140)	$	(84,138)
Current ratio		0.33		0.39		0.94		0.47		0.24
Capital Expenditures (including acquisitions)	$	6,191	$	9,780	$	14,428	$	16,759	$	47,722

(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.

As of September 30, 2023, we had $11.9 million in unrestricted cash and cash equivalents compared to $29.9 million on December 31, 2022. On September 30, 2023, our total outstanding borrowings were $208.6 million compared to $215.6 million on December 31, 2022.

We manage our cash, investments, and capital structure to meet the short-term and long-term obligations of our business, while maintaining financial flexibility and liquidity. We forecast, analyze, and monitor our cash flows to enable investment and financing within the overall constraints of our financial strategy. In the past, we used cash generated from operations and other excess cash to the extent not needed for any capital expenditures, to pay down our loans and credit facilities providing us some flexibility on our available loan facilities for future use and thereby, reducing interest charges.

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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 September 30, 2023:

(Dollars in thousands)	2023		2024		2025		2026		2027		Thereafter		Total
Debt(1)	$	10,625	$	96,651	$	64,810	$	314	$	7,500	$	—	$	179,900
Operating leases, including imputed interest		8,149		31,198		29,159		27,283		24,977		139,619		260,385
Finance leases, including imputed interest		3		—		—		—		—		—		3
Subordinated debt(1)		190		586		—		—		27,913		—		28,689
Pension liability		171		684		684		684		684		548		3,455
Estimated interest on debt (2)		4,539		12,297		5,640		3,019		1,362		—		26,856
Village East purchase option(3)		—		5,900		—		—		—		—		5,900
Total	$	23,677	$	147,316	$	100,293	$	31,300	$	62,436	$	140,167	$	505,188

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

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

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

Litigation

We are currently involved in certain legal proceedings and, as required, have accrued estimates of probable and estimable losses for the resolution of these claims.

Please refer to Part I, Item 3 – Legal Proceedings in our 2022 Form 10-K for more information. There have been no material changes to our litigation since our 2022 Form 10-K, except as set forth in Notes to Consolidated Financial Statements-- Note 15 – Commitments and Contingencies included herein in Part I – Financial Information, Item 1 – Financial Statements on this Quarterly Report on Form 10-Q. This note sets out our litigation accounting policies.

Off-Balance Sheet Arrangements

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

CRITICAL ACCOUNTING POLICIES

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

(i) Impairment of Long-lived Assets (other than Goodwill and Intangible Assets with indefinite lives) – we evaluate our long-lived assets and finite-lived intangible assets using historical and projected data of cash flows as our primary indicator of potential impairment and we take into consideration the seasonality of our business. If the sum of the estimated, undiscounted future cash flows is less than the carrying amount of the asset, then an impairment is recognized for the amount by which the carrying value of the asset exceeds its estimated fair value based on an appraisal or a discounted cash flow calculation. For certain non-income producing properties or for those assets with no consistent historical or projected cash flows, we obtain appraisals or other evidence to evaluate whether there are impairment indicators for these assets.

No impairment losses were recorded for long-lived and finite-lived intangible assets for the third quarter and nine months ended September 30, 2023.

(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 third quarter and nine months ended September 30, 2023.

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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, statements we make regarding the closures and reopening of our cinemas and theatres, including our expectations regarding renovations and addition of cinemas; our expectations regarding the long-term impacts of the COVID-19 pandemic on customers’ desires for social interaction our expected operating results, including the long-term impact of the COVID-19 pandemic and our ultimate return to pre-pandemic type results; our expectations regarding the recovery and future of the cinema exhibition industry, including the strength of movies anticipated for release in the future; our expectations regarding the effects of the Hollywood Strikes on the cinema industry and the recovery of the industry during the coming years; our expectations regarding the timing of completing the sale of certain assets; our expectations regarding people returning to our theatres and continuing to use discretionary funds on entertainment outside of the home; our expectations regarding our ability to extend the contract with Audible on terms acceptable to us; our expectations regarding the impact of streaming and mobile video services on the cinema exhibition industry; our belief regarding the attractiveness of 44 Union Square to potential tenants and ability to lease space on acceptable terms; our expectations regarding the effects of our enhanced F&B offerings on our operating results; 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; and our expectations of our liquidity and capital requirements and the allocation of funds.

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 recessionary pressures;

the adverse continuing impact of the COVID-19 pandemic, and other contagious diseases and the adverse effects on our anticipated cinema operations should there be further closings or restrictions mandated as a result of other pandemics or diseases;

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

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

the decrease in attendance at our cinemas and theatres due to a change in consumer behavior in favor of alternative forms or mediums of entertainment;

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

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

unwillingness of employees to report to work due to the adverse effects of contagious diseases or to otherwise conduct work under any revised work environment protocols;

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

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;

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

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

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

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

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

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

41

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 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 Hollywood Strikes; and

competition from a newly restructured Regal, which may have lower occupancy costs than we do.

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 recessionary pressures;

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

the impact of the COVID-19 pandemic or other contagious diseases on real estate valuations in major urban centers, such as New York;

uncertainty as to governmental responses to COVID-19 or other contagious 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;

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, and 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 2023 and beyond, and the impact of increasing interest rates;

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

42

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 the COVID-19 pandemic;

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

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

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

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

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

the impact of the conflict events occurring in Israel and the threats of potential conflicts in the Middle East.

The above list is not necessarily exhaustive, as business is by definition unpredictable and risky, and subject to influence by numerous factors outside of our control, such as changes in government regulation or policy, competition, interest rates, supply, technological innovation, changes in consumer taste and fancy, weather, earthquakes, pandemics, 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 September 30, 2023. 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.

43

Item 3 – Quantitative and Qualitative Disclosure about Market Risk

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

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

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

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

Currency Risk

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

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

44

Our Company transacts business in Australia and New Zealand and is subject to risks associated with fluctuating foreign currency exchange rates. During the third quarter of 2023, the average Australian dollar and New Zealand dollar weakened against the U.S. dollar by 4.1% and 1.2%, respectively, compared to the same period prior year.

At September 30, 2023, approximately 35.4% and 8.5% of our assets were invested in assets denominated in Australian dollars (Reading Entertainment Australia) and New Zealand dollars (Reading New Zealand), respectively, including approximately $6.4 million in cash and cash equivalents. At December 31, 2022, approximately 34.1% and 8.4% of our assets were invested in assets denominated in Australian dollars (Reading Entertainment Australia) and New Zealand dollars (Reading New Zealand), respectively, including approximately ($14.6) million in cash and cash equivalents.

Our policy in Australia and New Zealand is to match revenues and expenses, whenever possible, in local currencies. As a result, we have procured a majority of our expenses in Australia and New Zealand in local currencies. Despite this natural hedge, recent movements in foreign currencies and the current holding of U.S. dollars by certain Australian and New Zealand subsidiaries have had an effect on our current earnings. The effect of the translation adjustment on our assets and liabilities noted in our other comprehensive income was a decrease of $1.7 million and $3.0 million for the quarter and nine months ended September 30, 2023, respectively. As we continue to progress our acquisition and development activities in Australia and New Zealand, no assurances can be given that the foreign currency effect on our earnings will not be material in the future.

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

We record unrealized foreign currency translation gains or losses that could materially affect our financial position. As of September 30, 2023, and December 31, 2022, the balance of cumulative foreign currency translation adjustments were approximately a ($3.7) million loss and ($0.7) million loss, respectively.

Interest Rate Risk

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

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

We have a combination of fixed and variable interest rate loans. In connection with our variable interest rate loans, a change of approximately 1% in short-term interest rates would have resulted in an approximate $396,000 increase or decrease in our quarterly interest expense.

For further discussion on market risks, please refer to Part I, Item 1A – Risk Factors included on our 2022 Form 10-K.

45

Item 4 – Controls and Procedures

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

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such, term is defined under Rule 13a-15(e) promulgated under the Exchange Act. Based upon that evaluation, we concluded that, as of September 30, 2023, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no other changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the third quarter ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

‎

46

PART II – Other Information

Item 1 – Legal Proceedings

The information required under Part II, Item 1 (Legal Proceedings) is incorporated by reference to the information contained in Notes to Consolidated Financial Statements-- Note 15 – 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 2022 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 2022 Form 10-K other than the potential impact of the Hollywood Strikes on the cinema industry and our business.

We encourage investors to review the risks and uncertainties relating to our business disclosed under the heading Risk Factors or otherwise in the 2022 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 2022 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 September 30, 2023, 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).
‎

47

Item 6 – Exhibits

10

1

10.1*	Amendment Deed dated August 13, 2023, by and between Reading Entertainment Australia Pty Ltd, as borrower, and National Australia Bank Limited, as bank.
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 September 30, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to the Consolidated Financial Statements.
104	Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)

___________________

* Filed herewith

** Furnished herewith

48

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: November 14, 2023

By: /s/ Ellen M. Cotter

Ellen M. Cotter

President and Chief Executive Officer

Date: November 14, 2023

By: /s/ Gilbert Avanes

Gilbert Avanes

Executive Vice President, Chief Financial Officer and Treasurer

49

EX-10.1

567CollinsStreet,MelbourneVIC 3000,Australia GPO Box 9925,Melbourne VIC3001,Australia Tel +61 39672 3000 Fax +61 3 9672 3010 www.corrs.com.au  

Sydney

Melbourne

Brisbane

Perth

PortMoresby

NationalAustraliaBank Limited

ReadingEntertainmentAustraliaPtyLtd

EachGuarantor

AmendmentDeed

CorporateMarkets Loan & BankGuaranteeFacilityAgreement

Ref: BMH/OSM91431513449-8791-0181v3

© Corrs ChambersWestgarth

Corrs Chambers Westgarth

Contents

1	Definitions		1
2	Consideration		1
3	Conditions precedent		2
	3.1	Conditions precedent to Effective Date	2
	3.2	Satisfaction of conditions precedent	2
4	Amendment of Facility Agreement		2
	4.1	Amendment	2
	4.2	Parties bound	3
5	Representations and warranties		3
	5.1	General	3
	5.2	Survival of representations and warranties	3
6	Acknowledgments		3
7	General		4
	7.1	Amendment	4
	7.2	Construction	4
	7.3	Counterparts	4
	7.4	Deed	4
	7.5	Duty	4
	7.6	Entire understanding	4
	7.7	Further steps	4
	7.8	Governing law and jurisdiction	4
	7.9	Legal costs	5
Schedule – Corporate Guarantors			6
Execution			10
Annexure			13

3449-8791-018v3

Amendment Deed

Corrs Chambers Westgarth

Date

Parties

NationalAustraliaBank LimitedABN 12 004 044937ofLevel17,395 Bourke Street,Melbourne,Victoria 3000(Bank)

ReadingEntertainmentAustralia Pty LtdACN070 893 908 of98 YorkStreet,SouthMelbourne,Victoria 3205(Borrower)

Eachentity listed inthe schedule (CorporateGuarantor)

Agreedterms

1 Definitions

In this deed words and expressionswhich are defined orgiven a specificmeaningin theAmendedFacility Agreementbutwhich arenotdefined orgivena specificmeaning in this deed have the samemeaning asin theAmendedFacilityAgreement.Otherwise,terms have the followingmeanings:

AmendedFacilityAgreement	TheFacility Agreementasamended in accordance withthis deed.
EffectiveDate	The date on which each of the conditions precedentsetoutin clause 3have beensatisfied(subjectto clause3.2(d)).
FacilityAgreement	The Facility Agreement betweenthe Bank,the Borrower,the CorporateGuarantors,dated 24 June 2011,asamendedfromtime to time.

2 Consideration

TheBorrower and each Corporate Guarantorhaveentered into this deedinconsiderationofthe Bankagreeing to amend theFacility Agreementinaccordance with this deed.

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Amendment Deed

Corrs Chambers Westgarth

3 Conditionsprecedent

3.1 Conditionsprecedentto Effective Date

The amendments to the FacilityAgreementeffectedby thisdeed,and theoccurrence ofthe Effective Date, aresubjectto the following conditionsprecedentthat:

(a) atleasttwo clear Business Days (orsuch shorterperiod as the Bankmay agree)beforethe EffectiveDate,the Bank hasreceived,in formandsubstance satisfactoryto the Bank:

(i) a fully executed originalcopy ofthis deed,duly executed by theBorrower and each Corporate Guarantor;

(ii) a non-refundable amendmentfee of$150,000;

(iii) anythingwhich the Bank has reasonably requested thattheBorrower ora CorporateGuarantorprovide to itin relation to anyTransaction Document;

(b) the representations and warranties setoutinclauses8.1 and 8.2 oftheAmendedFacility Agreement arecorrectand notmisleading on the datethatthe Borrower and each Corporate Guarantor execute this deed;

(c) no EventofDefaultorPotentialEventofDefaultsubsists;and

(d) the EffectiveDateisno later than 15 August2023, or such laterdateagreed by the Bank.

3.2 Satisfaction ofconditionsprecedent

(a) TheBorrower and each Corporate Guarantormustuse theirbestendeavoursto satisfy theconditions precedent.

(b) Any certificates orcopiesofdocuments referred to inclause 3.1 mustbecertified bya company secretaryordirectorofthe BorroweroraCorporate Guarantor(as applicable) asbeing true,complete and current.

(c) Theconditions precedentareforthe benefitofthe Bank.

(d) TheBankmay waive,oragree to a delay of,the satisfaction ofany oftheconditions precedent inwriting atany time beforeorafterthe time bywhich they mustbe satisfied.

4 AmendmentofFacilityAgreement

4.1 Amendment

On and fromthe EffectiveDate,the FacilityAgreement is amended in the formofthe annexure,by deleting the itemsstruck through,and byadding the itemsunderlined.

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4.2 Partiesbound

The partieswill be boundby theAmended FacilityAgreementonand fromtheEffectiveDate.

5 Representationsandwarranties

5.1 General

TheBorrowerand the CorporateGuarantors eachrepresentandwarrantthatatthe time ofits executionofthis deed:

(a) ithas capacity unconditionally to execute,deliverand complywith itsobligations underthis deed;

(b) ithas takenallnecessaryaction to authorise the unconditionalexecutionand deliveryof,and compliance with,its obligationsunderthis deed;

(c) this deed constitutes the valid andlegally binding obligations of itandisenforceable againstitin accordancewithitsterms;

(d) ithas duly executed eachoftheTransactionDocuments to whichitisexpressed to bea party;

(e) the Transaction Documentsare valid and enforceable in accordance withtheirrespective terms;and

(f) its unconditionalexecutionand deliveryof,and compliance with itsobligations under,this deed donotcontraveneits constituentdocumentsorany obligation ofitunderany law orto any otherperson.

5.2 Survival ofrepresentations and warranties

The representations andwarrantiesin clause 5.1survive the execution ofthisdeed and the amendmentofthe Facility Agreement.

6 Acknowledgments

TheBorrowerand each Corporate Guarantor:

(a) agree to the amendmentofthe Facility Agreementeffected by this deed;

(b) agree thatthis deedisa TransactionDocumentforthe purposes oftheAmendedFacilityAgreement;

(c) acknowledgethatthe Bankhas agreed to execute thisdeed attherequestofthe Borrowerand the Corporate Guarantors and that,exceptas expressly setforth herein,thisis withoutprejudice to any othercurrentorfuturerightthe Bankmay have againstthe Borrower ora CorporateGuarantor,orany otherSecurityProviderorunderorin connectionwithany TransactionDocument;and

(d) agree thateach CollateralSecurity to whichitisa party extendsto andsecures its obligations to the Bank underthe Amended FacilityAgreement.

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7 General

7.1 Amendment

Thisdeed may only be varied orreplaced bya  deedexecuted by all oftheparties to this deed.

7.2 Construction

Clause1.2 ofthe FacilityAgreementapplies to this deedasifsetoutin fullinthis deed with such changes asarenecessary.

7.3 Counterparts

This deed may consistofa numberofcounterparts and,ifso,the counterpartstakentogetherconstitute one deed.

7.4 Deed

This documentis a deed.Factorswhichmightsuggestotherwise are to bedisregarded.

7.5 Duty

TheBorrower,as between the parties,is liable forand mustpayall duty(including any fine,interestorpenalty exceptwhereitarisesfromdefaultbytheother party)onorrelatingto this deed,any documentexecuted underitoranydutiable transaction evidenced oreffected by it.

7.6 Entireunderstanding

(a) This deed contains the entire understanding between the parties as tothe subjectmatterofthis deed.

(b) Allprevious negotiations,understandings,representations,warranties,memoranda or commitments concerning the subjectmatterofthisdeedaremerged in and superseded by this deedand areofno effect.Noparty is liable to any otherparty in respectofthosematters.

(c) No oralexplanation orinformation provided byany party to another:

(i) affects the meaning orinterpretation ofthisdeed;or

(ii) constitutes any collateralagreement,warranty orunderstandingbetween any ofthe parties.

7.7 Further steps

Each party mustpromptlydo whateverany otherparty reasonably requires ofitto give effectto this deedand to performits obligations underit.

7.8 Governing lawand jurisdiction

(a) This deed is governed byand is to be construed in accordance with thelaws applicable in theRelevantJurisdiction.

(b) Each party irrevocably and unconditionally submitsto the non-exclusivejurisdiction ofthe courts exercising jurisdiction intheRelevantJurisdiction and any courts which have jurisdiction tohear appeals from

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anyofthosecourts andwaives any rightto objectto any proceedingsbeing broughtin those courts.

7.9 Legal costs

(a) TheBorrowermustpay,and ifpaid by the BankreimbursetheBank, thecostofstamping and registering this deed and the reasonable legal andothercosts and expenses ofthe Bankin relation to:

(a) the negotiation,preparation and execution ofthisdeed; and

(b) the performance ofthe Bank’s obligations underthis deed.

(b) Exceptas expressly stated otherwise in thisdeed,each partymustpayits own legaland othercosts and expenses ofperforming its obligationsunderthis deed.

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Schedule

Guarantors
Name	Capacity	Address
ReadingEntertainmentAustralia PtyLtd ACN 070893908	In itsowncapacity.	Address:98 YorkStreet,SouthMelbourne VIC 3205Australia Fax:03 96850999 Attention:ManagingDirectorAND TO: ReadingInternationalInc. Address:5995SepulvedaBlvd,Suite 300 Culver CityCalifornia90230United Statesof AmericaFax: +12132352229 Attention:ChiefFinancialOfficer
AustraliaCountryCinemasPtyLtdACN076 276349	In itsowncapacity.	SameasforBorrower.
ReadingCinemasAssetManagementPtyLtdACN 122571 420	In itsowncapacity.	SameasforBorrower.
Burwood DevelopmentsPtyLtd ACN105 384905	In itsowncapacity.	SameasforBorrower.
EppingCinemasPtyLtd ACN073997 172	In itsowncapacity.	SameasforBorrower.
Hotel NewmarketPtyLtdACN 094367 969	In itsowncapacity.	SameasforBorrower.
NewmarketPropertiesPtyLtdACN105 386409	In itsowncapacity.	SameasforBorrower.

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Guarantors
Name	Capacity	Address
NewmarketPropertiesNo.2  PtyLtdACN109 038806	In itsowncapacity.	SameasforBorrower.
NewmarketProperties#3Pty LtdACN126 697505	In itsowncapacity.	SameasforBorrower.
ReadingArmadalePtyLtdACN107939 211	In itsowncapacity.	SameasforBorrower.
ReadingBelmont PtyLtd ACN126697 498	In itsowncapacity.	SameasforBorrower.
ReadingBundaberg2012Pty LtdACN122 406320	In itsowncapacity.	SameasforBorrower.
ReadingCharlestownPtyLtdACN123 938483	In itsowncapacity.	SameasforBorrower.
ReadingCinemasPtyLtdACN 073808 643	In itsowncapacity.	SameasforBorrower.
ReadingCinemasManagement PtyLtd ACN 122406311	In itsowncapacity.	SameasforBorrower.
State CinemaHobart PtyLtdACN108 861061	In itsowncapacity.	SameasforBorrower.
ReadingDandenongPtyLtdACN129 018739	In itsowncapacity.	SameasforBorrower.
ReadingElizabethPtyLtdACN 114582 099	In itsowncapacity.	SameasforBorrower.
ReadingExhibition PtyLtd ACN 103529 782	In itsowncapacity.	SameasforBorrower.
ReadingLicencesPtyLtdACN 089544 605	In itsowncapacity.	SameasforBorrower.
ReadingMaitlandPtyLtd ACN126697 461	In itsowncapacity.	SameasforBorrower.
ReadingMelton PtyLtd ACN 109074517	In itsowncapacity.	SameasforBorrower.

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Guarantors
Name	Capacity	Address
ReadingPropertiesPtyLtdACN 071195 429	In itsowncapacity.	SameasforBorrower.
ReadingPropertiesIndooroopillyPtyLtd ACN 121284884	As trusteefor theLandplanPropertyPartnersDiscretionaryTrust.	SameasforBorrower.
ReadingNoosaPtyLtdACN 128819483	Astrusteefor theReadingPropertyPartnersNo.  1DiscretionaryTrust.	SameasforBorrower.
ReadingPropertyHoldingsPtyLtdACN126 289772	In itsowncapacity.	SameasforBorrower.
ReadingRouseHillPtyLtdACN 123245 885	In itsowncapacity.	SameasforBorrower.
ReadingSunburyPty LimitedACN109074571	In itsowncapacity.	SameasforBorrower.
RhodesPeninsulaCinemaPtyLimited ACN 120827812	In itsowncapacity.	SameasforBorrower.
WestlakesCinemaPtyLtdACN 108531 308	In itsowncapacity.	SameasforBorrower.
ReadingBusseltonPty LtdACN 143633 096	In itsowncapacity.	SameasforBorrower.
ReadingCannonParkPtyLtdACN609 837569	Initsowncapacity.	SameasforBorrower.
AngelikaAnywherePtyLtdACN642993 593	In itsowncapacity.	SameasforBorrower.
ReadingJindalee PtyLtd ACN 629483 914	In itsowncapacity.	SameasforBorrower.
ReadingDevonport PtyLtdACN629484 126	In itsowncapacity.	SameasforBorrower.
ReadingAltonaPtyLtd ACN 634384 311	In itsowncapacity.	SameasforBorrower.

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Guarantors
Name	Capacity	Address
ReadingSouth CitySquarePtyLtdACN 616 892936	In itsowncapacity.	SameasforBorrower.
ReadingTraralgonPtyLtdACN 618457 202	In itsowncapacity.	SameasforBorrower.
ReadingBurwoodPtyLtdACN 619050 396	In itsowncapacity.	SameasforBorrower.
ReadingCinemasAuburnPty LtdACN633 008401	In itsowncapacity.	SameasforBorrower.
ReadingAuburnPtyLtd ACN126697 470	In itsowncapacity.	SameasforBorrower.

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Execution

Executedasa deed

Executedby)

ReadingEntertainmentAustraliaPty)

LtdACN070893908)

AustraliaCountryCinemasPtyLtd)

ACN076276349)

ReadingCinemasAssetManagement     )

PtyLtdACN122571420)

BurwoodDevelopmentsPtyLtd)

ACN105384905)

EppingCinemasPtyLtd)

ACN073997172)

HotelNewmarketPtyLtd)

ACN094367969)

NewmarketPropertiesPtyLtd)

ACN105386409)

NewmarketPropertiesNo.2PtyLtd        )

ACN109038806)

NewmarketProperties#3PtyLtd)

ACN126697505)

ReadingArmadalePtyLtd)

ACN107939211)

ReadingBelmontPtyLtd)

ACN126697498)

ReadingBundaberg2012PtyLtd)

ACN122406320)

ReadingCharlestownPtyLtd)

ACN123938483)

ReadingCinemasPtyLtd)

ACN073808643)

ReadingCinemasManagementPtyLtd   )

ACN122406311)

StateCinemaHobartPtyLtd)

ACN108861061)

ReadingDandenongPtyLtd)

ACN129018739)

ReadingElizabethPtyLtd)

ACN114582099)

ReadingExhibitionPtyLtd)

ACN103529782)

ReadingLicencesPtyLtd)

ACN089544605)

ReadingMaitlandPtyLtd)ACN126697 461ReadingMeltonPty)Ltd)

ACN109074517)

ReadingPropertiesPtyLtd)

3449-8791-0181v3 Amendment Deed page 10

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ACN071195429 ReadingPropertiesIndooroopillyPtyLtdACN121284884 ReadingNoosaPtyLtd ACN128819483 ReadingPropertyHoldingsPtyLtd ACN126289772 ReadingRouseHillPtyLtd ACN123245885 ReadingSunburyPtyLimited ACN109074571 RhodesPeninsulaCinemaPtyLimited ACN120827812 WestlakesCinemaPtyLtd ACN108531308 ReadingBusseltonPtyLtd ACN143633096 ReadingCannonParkPtyLtd ACN609837569 AngelikaAnywherePtyLtd ACN642993593 ReadingJindaleePtyLtd ACN629483914 ReadingDevonportPtyLtd ACN629484126 ReadingAltonaPtyLtd ACN634384311 ReadingSouthCitySquarePtyLtd ACN616892936 ReadingTraralgonPtyLtd ACN618457202 ReadingBurwoodPtyLtd ACN619050396 ReadingCinemasAuburnPtyLtd ACN633008401 ReadingAuburnPtyLtd ACN126697470

) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )

........................................................... EllenMarieCotterDirector

........................................................... WayneDouglasSmithDirector

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ExecutedbyNationalAustraliaBankLimitedABN12004044937byitsAttorneywhoholdsthepositionofLevel2AttorneyunderPowerofAttorneydated1/3/2007inthepresenceof:	) ) ) ) ) )
........................................................... Witness ........................................................... NameofWitness(print)	........................................................... Attorney ........................................................... NameofAttorney(print)

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Annexure

AmendedFacilityAgreement

567CollinsStreet,MelbourneVIC 3000,Australia GPO Box 9925,Melbourne VIC3001,Australia Tel +61 39672 3000 Fax +61 3 9672 3010 www.corrs.com.au  

Sydney

Melbourne

Brisbane

Perth

Port Moresby

AnnexureA  –Amended FacilityAgreement

NationalAustraliaBankLimited

ReadingEntertainmentAustralia Group

CorporateMarketsLoan&BankGuaranteeFacilityAgreement

Ref: BMH/OSMMH9143151 3468-7174-2245v73468-7174-2245v2

© Corrs ChambersWestgarth

Corrs Chambers Westgarth

Contents

1	Interpretation		1
	1.1	Definitions	1
	1.2	Construction	23
	1.3	Headings	24
	1.4	Corporate Act, GST and Accounting Standards	24
	1.5	Subsisting Events of Default and Potential Events of Default	24
	1.6	Not used	24
	1.7	Inconsistency	24
2	Consideration		25
3	Conditions precedent		25
	3.1	Not used	25
	3.2	Conditions precedent to Advances and Drawings	25
4	Facility		25
	4.1	Nature	25
	4.2	Purpose	25
	4.3	Advances and Drawings	26
	4.4	Funding Notices	26
	4.5	Not usedc	27
	4.6	Not used	27
	4.7	Not used	27
	4.8	Bank Guarantee Facilities	27
	4.9	Cancellation	27
	4.10	Market disruption	27
	4.11	Alternative basis of interest or funding	28
	4.12	Pricing Review Events	28
	4.13	Consequences of a Pricing Review	28
5	Payments		29
	5.1	Not used	29
	5.2	Voluntary prepayments	29
	5.3	Indemnity in respect of Bank Guarantees	30
	5.4	Mandatory prepayments	31
	5.5	Repayment	31
	5.6	Tranches	32
6	Interest and fees		32
	6.1	Pricing Periods	32
	6.2	Payment and rate	33
	6.3	Computation of interest	33
	6.4	Capitalisation of interestv	33
	6.5	Merger	33
	6.6	Reset Margin	34

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7	Payments		34
	7.1	Place, manner and time of payment	34
	7.2	Gross-up	35
	7.3	Appropriation	35
8	Representations and warranties		35
9	General obligations		39
	9.1	Fees	39
	9.2	Records	40
	9.3	Financial Statements and other financial information	40
	9.4	Adjustments for AASB 16	41
	9.5	Other information	42
	9.6	Other financial undertakings	43
	9.7	Insurance	46
	9.8	Financial ratios	46
	9.9	Environment	49
	9.10	No default	51
	9.11	Obligations of Trustees	51
	9.12	Release for Permitted Disposals	52
	9.13	Sale Proceeds	52
10	Events of Default		52
	10.1	Nature	52
	10.2	Effect of Event of Default	55
	10.3	Cash Cover Account regarding Bank Guarantees	57
	10.4	Review Events	57
	10.5	Reviews	57
	10.6	Equity Cure	58
11	Costs and expenses		58
	11.1	Interpretation	58
	11.2	Nature	58
	11.3	Remuneration	59
12	Indemnities		59
	12.1	Nature	59
	12.2	Representatives	60
	12.3	Currency deficiency	60
	12.4	Independence and survival	60
	12.5	Accounting for transactions	60
	12.6	Liability for Regulatory Events	61
13	Goods and Services Tax		62
	13.1	Taxable supply	62
	13.2	Adjustment events	62

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	13.3	Payments~	62
14	Increased costs		62
15	Illegality		63
	15.1	Prepayment	63
	15.2	Facility terminated	63
16	Guarantee and indemnity		63
	16.1	Guarantee	63
	16.2	Nature of guarantee	64
	16.3	Indemnity	64
	16.4	Reinstatement of rights	64
	16.5	Rights of the Bank are protected	65
	16.6	No merger	65
	16.7	Extent of Guarantor’s obligations	66
	16.8	Guarantor’s rights are suspended	66
	16.9	Guarantor’s right of proof limited	66
	16.10	No set-off against assignees	66
	16.11	Suspense account	66
	16.12	Right to prove	67
	16.13	Release of Guarantors	67
	16.14	New Guarantors	67
	16.15	Consideration	67
	16.16	New Guarantors	68
17	Attorney		68
	17.1	Appointment	68
	17.2	Not used	68
	17.3	General	68
18	General		69
	18.1	Set-off	69
	18.2	Bank’s certificate	69
	18.3	Supervening legislation	69
	18.4	Time of the essence	69
	18.5	Business Days	70
	18.6	Confidentiality	70
	18.7	Exchange rate	72
	18.8	Records as evidence	72
	18.9	Further assurances	72
	18.10	Amendment	72
	18.11	Waiver and exercise of rights	72
	18.12	Rights cumulative	73
	18.13	Approval and consent	73
	18.14	Assignment	73
	18.15	Counterparts	73
	18.16	Sovereign immunity	74

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	18.17	Governing law and jurisdiction	74
	18.18	Telephone recording	74
	18.19	Legal advice	74
	18.20	Further assurances	74
	18.21	Exclusion of certain provisions	75
	18.22	Notice of changes	75
19	Notices		76
	19.1	General	76
	19.2	How to give a communication	76
	19.3	Particulars for delivery of notices	76
	19.4	Communications by post	76
	19.5	Communications by fax	76
	19.6	After hours communications	76
	19.7	Process service	77
Schedule 1 – Transaction Parties			78
Schedule 2 – Facilities			81
Schedule 3 – Collateral Security			82
Schedule 4 – Notused			85
Schedule 5 – Conditions Precedent			86
Schedule 6 – Verification Certificate			87
Schedule 7 – Funding Notice			89
Schedule 8 – Guarantor AccessionDeed			90
Schedule 9 – Compliance Certificate			92
Schedule 10 – Interim Compliance Certificate			94

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Date

Parties

NationalAustraliaBankLimited ABN 12 004 044937 ofPier3 Level 4,Level 17,395800BourkeStreet, MelbourneDocklands,Victoria 3008 3000 (Bank)

ReadingEntertainmentAustralia Pty LtdACN070 893 908 of98 YorkStreet, SouthMelbourne,Victoria3205(Borrower)

Eachpersonlisted inschedule 1(each anOriginalGuarantor)

Agreedterms

1 Interpretation

1.1 Definitions

In this document:

AASB 16meansAccounting StandardAASB 16,issued bytheAustralianAccounting Standards Boardundersection 334 ofthe CorporationsAct.

AccountingStandardsmeans accounting principles and practicesconsistently appliedwhicharegenerally acceptedinAustralia and areconsistentwith any applicable legislation in each case asin effecton thedateofthis document, including instruments in force under section334 oftheCorporations Act and provisions ofsuch instruments.

AdjustedEBITDAmeans,foranyperiod,EBITDA adjusted toincludeanyManagementFees paid incashto Reading International Incandexclude:

(a) any non-cash impairment fornon-currentassets includedin theconsolidatedfinancialstatements ofthe Reading EntertainmentAustraliaGroupduring the relevantperiod;

(b) anynetgains orlosses onassetsales

(c) non-operating income orlosses(exceptanyinterestincome);

(d) shareofprofitorlossin connectionwith a jointventure with a person who isnota Reading EntertainmentAustralia GroupMember orassociate;

payable by third parties tothe extent(b)(e)accrued ManagementFees,and

(c)(f)anynetforeign exchangeamounts (whetherrealised orunrealised)included in the consolidated financialstatements ofthe ReadingEntertainmentAustralia Groupduring the relevantperiod.

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and subjectto adjustmentin respectofany furtherextraordinary items with theBank’swritten consent.

Advancemeans the principalamountofan advance made undertheCorporateMarkets LoanFacility or,where appropriate,requested undertheCorporate Markets LoanFacility.

AggregateAmountmeans,in relation to aDrawing, the aggregate of the FaceValues ofallBank Guarantees comprising thatDrawing.

AmendmentDeedmeans the documententitled ‘Amendment Deed’executedin March 2019betweenthe Bank and theTransaction Parties.

AnnualComplianceCertificatemeans,in relation to a  FinancialYear,acertificate substantially inthe form of schedule 9.

ApprovedValuermeansa company or firm ofduly qualified and licensed realestate valuersacceptable to the Bankin allrespectsand instructed by (orwiththe approvalof) the Bank.

Attorneymeans any attorney appointed under this documentand any sub-attorney appointed byan Attorney.

AuburnPropertymeansthe land andimprovementsknown asRedYardEntertainmentCentre,100 ParramattaRoad,Auburn New SouthWales anddescribed in certificate oftitle 202/1039922.

August 2023 Amendment Datehasthe meaning given to the term‘Effective

Date’ in theAugust2023 AmendmentDeed.

August 2023 Amendment Deedmeans the AmendmentDeed dated onoraboutAugust2023 between the Borrower,eachGuarantorand theBank,underwhich thisdocumentisamended.

Authorisation includes any authorisation,consent,licence,permission,approval orexemption fromany GovernmentBody.Ifa GovernmentBodycould prohibitanything being done in connection with anymatterorotherwiseintervenewithin a specified timeafternoticehas been given to itoranydocumentlodged orfiled withitin connectionwith the matter,the relevantmatterwillnotbe takentohave beenauthorised untilthe specified timelimithas expired withoutthe GovernmentBody taking any relevantaction.

AuthorisedRepresentativemeans,in relation to any party to this document,apersonwith the rightto actas the agentofthatparty forthe purposesofthisdocument.Itincludes a directoror companysecretary ofthatparty (ifitisacorporation)and,in the case ofthe Bank,an employee oftheBankwhose titlecontains theword“manager”,“director”,“associate”ora similar term andalawyerfortheBank.Italso includes a person appointed bya party asanAuthorised Representative ofthatparty whose appointmentis notified by theappointorto the otherparty ina noticewhich contains the specimen signatureofthe appointee.

Availability Periodmeans in respectofeach Facility,the periodbeginningonthe date onwhich the conditionsprecedentare satisfied orwaived by theBank

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in accordancewith theTransactionDocumentsandending on theTerminationDate.

AvailableCommitment meansin respectofa Facility,the Facility Limitlessthe Outstanding Accommodationrelating to thatFacility.

Bank Guaranteemeanseach bankguarantee issued (ordeemed to havebeenissued)in accordance with this document.

Bank Guarantee Facilitymeans theFacilitydescribed as such in schedule2

and granted pursuantto clause 4.1(a)(ii).

Bank Guarantee Marginmeans,in respectofeachBank Guarantee:

(a) priorto the ‘VariationDate’ underthe RestatementDeed,2.35%perannum;

(b) onand fromthe firstservices fee charge date(to bedetermined inaccordance with clause 9.1(e))followingthe ‘Variation Date’undertheRestatementDeed until the ‘AmendmentDate’underthe AmendmentDeed,1.90%perannum;and

(c) onand fromthe firstservices fee charge date (to bedetermined inaccordance with clause 9.1(e))following the ‘AmendmentDate’underthe AmendmentDeed,1.85%perannum.

Base Ratemeans,in relation to a Pricing Period:

(a) the rate (expressed asa percentage yield perannumtomaturity,and notbeing less thanzero) being thearithmetic average(rounded up to thenearestfourdecimalplaces)ofthe buying rates publishedatorabout

10.15 am onthe firstBusinessDayofthePricingPeriod on the ReutersScreen underthe heading“BBSY”forBills with a tenoras nearly aspossible equalto thatPricing Period;or

(b) if:

(i) the rate isnotdisplayed fora termequivalentto thatperiod;or

(ii) the basis ofthe calculation ofthe rate is changedafter the date ofthis documentso thatinthe opinion ofthe Bank itceases to reflectthe costofproviding the Facility,

the Base Ratewill be the ratepercentumperannum,andnotbeing lessthanzero,determined by the Bankto be the average ofthe buying ratesquoted to the Bank byatleastthree Reference Banksatoraboutthattime on thatdate.The buying rates mustbe forbillsofexchangeaccepted bya leading Australian bank and whichhave atermequivalentto the period.Ifthere areno buying rates,the rate willbe determined bytheBank having regard toindexes orother baseswhich the Bankdetermines to beas nearas practicable to the indexes and bases usedto determine the rate referred to in paragraph(a).

Beneficiarymeans in relation to a Bank Guarantee,the personwho fromtimeto timeis entitled tomakea claimforpaymentunderthatBank GuaranteeagainsttheBank.

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Billmeans abill ofexchange asdefined in the Bills ofExchangeAct1909(butdoes notinclude a cheque).Itincludes a documentwhich,whensignedby thepersons named as drawerand acceptorin the relevantdocument,willbecomesuchabill ofexchange.

Break Costsmeans,in relation to anyfinancialaccommodation providedor tobe provided by theBank under a Facility,any liabilityorcosts incurred by theBank by reason of:

(a) liquidating orre-deployingdeposits orotherfundsacquired orcontractedforbyoron accountoftheBorrower orthe Bank;

(b) terminating orreversing any agreementorarrangement(including byentering into newagreements orarrangements to close outornetoffexisting agreements orarrangements)entered into byoron accountoftheBorrower orthe Bankwith a counterparty oran internal departmentofthe Bank responsible for such agreements orarrangements to hedge,fix,swap orlimitits effective costoffunding;or

(c) any loss ofanymargins inrelation to futurelending orlossofany fees.

BusinessDaymeans a day whichisnota Saturday,Sunday orbankorpublicholiday in Melbourne.

Cashmeans allcash on hand,shorttermdepositsand cash equivalents.CashCoverRatemeans the rate (expressed asaratepercentumperannum)

determined by theBank (in goodfaith) to be the interestrate which itwould payon deposits at callfor an amountsimilarto the amount atwhich the relevantdepositismade.

CalculationDatemeans31 March,30 June,30Septemberand 31Decemberin each year.

CalculationPeriodmeans each period oftwelvemonths ending onaCalculationDate.

Change ofControlmeans there isa change (fromthatprevailingatthe date ofthis document)in the personswhocontrol anyofthe following in respectofaTransaction Party:

(a) more than50%ofthe votes eligible to becastin the election ofdirectorsorany similarmatter;or

(b) the rightto appointorremove directors(ormembersofa governing bodyhaving functionssimilarto aboardofdirectors)representingmore than50%ofthe votes exercisable bythe directors(orpersons have similarfunctions);or

(c) an interestofmore than 50%in any categoryofthe profits,distributionsornetliquidation proceeds.

CollateralSecurity means:

(a) any Guarantee bywhich any person Guarantees theBorrower’scompliancewithits obligations under any oftheTransaction Documents;

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(b) any Security which secures the paymentofmoney owing (actually orcontingently) fromtime to time by:

(i) any TransactionParty in relation to anyofthe TransactionDocuments;or

(ii) any person in relation to aGuarantee ofanyTransaction Party’scompliancewithits obligations under any ofthe TransactionDocuments;and

(c) withoutlimiting the generality ofparagraphs (a)and(b)each thing listedin schedule 3.

Contaminantmeans anoxious, harmful orhazardous condition (including anodour,temperature,sound,vibration orradiation)orsubstance the presence oruseof which(having regard, withoutlimitation,to the natureand quantityofthesubstance and othersubstanceswithwhich itis stored orused) does ormayresultin the breach ofanEnvironmentalLaw orthe issuing ofanorderordirection under anEnvironmentalLaw.

CorporateMarkets LoanFacility means the Facilitydescribed as such in

schedule 2and granted pursuantto clause 4.1(a)(i).Corporations Actmeansthe Corporations Act 2001(Cth).

Current Bank Guaranteemeans a Bank Guaranteewhich has notMatured orExpired.

Daily InterestRatemeans,foranyday,the InterestRate on thatday dividedby365.

Debt toDebt plus EquityRatiomeans,asatany date,the ratio of:

(a) TotalGross Debtoutstanding on that date;to

(b) TotalGross DebtoutstandingplusEquity on thatdate.

Disposal means a sale,lease,transferorotherdisposal by any TransactionParty ofany interestin:

(a) any shareorstock (whetherornotordinaryorpreferenceand whetherornotredeemable)orany otherinstrumentconvertibleorexchangeableinto orentitling a person to acquire orsubscribe forany shareorstock;

(b) the whole orany partofa business,business unitorlineofbusiness;or

(c) any otherassetundera particulartransaction or related transactions notin the ordinarycourse ofbusiness oftheReading EntertainmentAustralia Grouptaken asa whole.

Distributionmeans:

(a) in relation to any share capital ofa Transaction Party,any dividend,charge,interest,fee,paymentorotherdistribution (whetherin cash orinkind)orredemption,repurchase,defeasance,retirementorredemption;

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(b) any interest,any redemption orearlyredemption ofany amountofprincipal orany otherpaymentin respectofany shareholderloan orother subordinated loans made to anyTransactionParty;or

(c) any loan orotherfinancialaccommodationmade available byaTransaction Party to a person otherthan anotherTransactionParty.

Drawingmeans each Bank Guaranteeissuedorto be issuedin accordancewith this documentunder the sameFunding Notice.

EBITmeans,in relation to any period and withoutdouble counting,operatingprofit(loss)oftheReading EntertainmentAustraliaGroup(on a consolidatedbasis)fromordinaryoperations beforeinterest,income tax andminorityinterests,butafterdeduction ofdepreciation and amortisation forthatperiod,as determinedin accordance with Accounting Standards.

EBITDA means,in relation to any period,EBITfortheReadingEntertainmentAustralia Groupforthatperiod,plus depreciation and amortisation asdeterminedin accordancewithAccounting Standardsincludingmanagementfees received in cash.,butexcludingmanagementfees accruedbutnotreceived in cash.

Encumbrancemeans any interestin orrightover property and anythingwhichwould atany time prevent,restrictordelay the registration ofanyinterestin ordealing with property.Itincludes a Security Interest.

EnvironmentalAssessmentReportmeans a reportin relation to compliancewithEnvironmentalLaw ofthe Land and anyactivities carried outon the Land.

EnvironmentalLawmeans any legislation,regulations orrelated codes,standards orpolicieswhich relate to environmentaland planningmatters,includingmattersconcerning land use,development,building works,pollution,contamination,waste,toxic and hazardous substances,disposal ofwaste orothersubstances,humanhealth,conservation ofnatural orculturalresources,heritage and resource allocation.

EnvironmentalLiabilitymeans anyliability,obligation,expense,penalty orfine arising outofa breach ofEnvironmentalLawwhich couldbeimposed onany TransactionParty orthe Bank in respectofthe Landasa resultofactivities carriedon duringthe ownership,occupation orcontrolofthe Land bythatTransaction Party,the Bank,any predecessorin title orany previousoccupierorcontrollerofthe Land.

Equity means totalassetsminus totalliabilitiesofthe Reading EntertainmentAustralia Group (on a consolidated basis).

Event ofDefaultmeansany eventorcircumstancedescribedinclause 10.1.

ExcludedFinancialIndebtedness means FinancialIndebtedness ofthe kindreferred to in paragraph (a), (c)or(d)of the definition ofPermitted FinancialIndebtedness.

ExcludedPropertymeans:

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(a) the presentorfutureinterestofReading ExhibitionPty Ltd in the GardenCityCinemajointventurewithVillageRoadshowExhibition andBirchCarroll& Coyle orthe assets the subjectofthe jointventureortherelevantjointventure agreement;and

(b) the presentorfutureinterestofEppingCinemas Pty Ltd in the leasegranted byBevendale PtyLtd orthe property the subjectofthe leasetothe extentthattheexistence ofacharge overthatinterestorpropertywould cause a breach ofthe thatlease.

Expiredmeans,inrelation to aBank Guarantee, that its Expiry Date haspassed whetherornota claimhas beenmade under itby the Beneficiary.

Expiry Datemeans,in relation to a Bank Guarantee,the date specifiedin thatBank Guarantee as the latestdate by which the Beneficiarymaymake a claimunderit.

Face Valuemeans,in relation to a Bank Guarantee:

(a) subjectto paragraph (b),the amountspecified inthatBank Guarantee asthe aggregatemaximumamountwhich the Beneficiarymayclaimunderit;or

(b) ifthe Beneficiarymakes aclaim, then betweenwhen the Beneficiarymakes the firstofthoseclaims and the firstto occurofthe BankGuaranteeMaturing orExpiring, the Face Value ofthe Bank Guaranteewillbe the difference between its originalface valueand the aggregate ofall valid claimsmade underit.

Facilitymeans each ofthe facilitieslisted in schedule2(andeachFacilitymay be referred to by theFacility Namelistedinschedule 2).

Facility Limitmeans,in respectofeach Facility, the relevantFacility Limitsetoutinschedule  2,as reducedunder this documentincludingin accordancewith clause5.6.

FinancialClosemeans the initialFundingDate.

FinancialIndebtednessmeans any indebtednessorotherliability (present orfuture,actual or contingent) relating to any financialaccommodationincludingindebtedness orotherliability:

(a) formoney borrowed orraised;

(b) relating to the sale ornegotiation ofany negotiable instrument;

(c) as lessee under any finance lease,as hirerunderany hirepurchaseagreementoras purchaserunderanytitle retentionagreement;

(d) relating to any preference shareorunitcategorisedasdebtunderAccounting Standards;

(e) underany commodity,currency orinterestrate swap agreement,forwardexchangerate agreementorfutures contract(as definedin any statute);

(f) underany Guarantee relating to any financialaccommodation;or

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(g) forany deferred purchaseprice (otherthanin the natureofwarrantyretention amounts)foranyassetorservice.

FinancialRatiomeans any ofthe financialratios referred to inclause9.8.

FinancialStatementsmeans a balance sheet,an income statement,  astatementofchangesin equity,a cash flowstatement,notescomprising asummaryofsignificant accounting policies and otherexplanatorynote;and anydirectors’declarations,directors’reports and auditor’sreports attached to,intendedto be read with or requiredby the Corporations Actto accompany,alloranyofthosedocuments.

FinancialYearmeans a period of12months ending on 31December.

FixedCharges Cover Ratiomeansatany datetheratio of:

(a) atany date (otherthan 31March2021,30 June 2021 and 30September2021),the ratio of:

(b)(a)the aggregate amountof:

(i) AdjustedEBITDAin respectofthe 12 month periodending on thatdate;and

(ii) TotalLease Paymentsin respectofthe 12month periodending onthatdate,

to

(c)(b)theaggregate amountof:

(i) Gross InterestExpense paid orpayable by theReadingEntertainmentAustralia Group(whetherpayable in respectoftheFacilities orotherwise) in respectofthe 12month periodending onthatdate;and

(ii) TotalLease Paymentsin respectofthe 12month periodending onthatdate;

(b) at31 March2021,the ratio of:(i)the aggregate amountof:

(A) AdjustedEBITDAin respectofthe 3month period ending onthatdate;and

(B) TotalLease Paymentsin respectofthe 3month periodending on thatdate,

to

(ii) the aggregate amountof:

(A) Gross InterestExpense paid orpayable by theReadingEntertainmentAustralia Group(whetherpayablein respectofthe Facilities orotherwise)in respectofthe 3 monthperiod ending on thatdate;and

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(B) TotalLease paymentsin respectofthe 3month periodending on thatdate;

(c) at30June 2021,the ratio of:(i)the aggregate amountof:

(A) AdjustedEBITDAin respectofthe 6month period ending onthatdate;and

(B) TotalLease Paymentsin respectofthe 6month periodending on thatdate,

to

(ii) the aggregate amountof:

(A) Gross InterestExpense paid orpayable by theReadingEntertainmentAustralia Group(whetherpayablein respectofthe Facilities orotherwise)in respectofthe 6 monthperiod ending on thatdate;and

(B) TotalLease paymentsin respectofthe 6month periodending on thatdate;and

(d) at30 September2021,the ratio of:(i)the aggregate amountof:

(A) AdjustedEBITDAin respectofthe9month period ending onthatdate;and

(B) TotalLease Paymentsin respectofthe 9month periodending on thatdate,

to

(ii) the aggregate amountof:

(A) Gross InterestExpense paid orpayable by theReadingEntertainmentAustralia Group(whetherpayablein respectofthe Facilities orotherwise)in respectofthe 9 monthperiod ending on thatdate;and

(B) TotalLease paymentsin respectofthe 9month periodending on thatdate.

FreeholdPropertymeans each freehold property owned bya TransactionParty thatis the subjectofa realproperty mortgagereferred to inofschedule 3.

FundingDatemeans a date on which:

(a) an Advance is,oris proposed to be,made;or

(b) a Bank Guarantee is,orisproposed to be,issued,underthis document.

FundingNoticemeans anoticein accordancewithclause 4.4.

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Government Bodymeans any person orbody exercising an executive,legislative, judicial orothergovernmentalfunction.Itincludes any publicauthority constituted under alaw ofany country orpoliticalsub-division ofanycountry.Italso includes any person deriving apower directly orindirectly fromany otherperson orbodyreferred to in this definition.

Gross InterestExpensemeans,in relation to any period,the aggregate ofallinterestand amounts inthe natureofinterest(including commissions,discountfees,acceptance fees,facility fees,the interestelementofa finance lease andfees orcharges)payable in connection with anyFinancialIndebtedness oftheReading EntertainmentAustralia Group(otherthanExcludedFinancialIndebtedness) forthatperiodona consolidated basis, whetheraccrued,paid,payable or expensed (including interestexpense under each ofthe Facilities).

Guaranteemeans:

(a) a guarantee,indemnity,undertaking,letterofcredit,Security,acceptance orendorsementofa negotiable instrumentorotherobligation (actual orcontingent)given by any personto securecompliancewith an obligation by anotherperson;

(b) an obligation (actual orcontingent)ofaperson to ensurethe solvency ofanotherperson orthe abilityofanotherperson to complywith anobligation,including by the advance ofmoney or the acquisition forvaluable consideration ofproperty orservices;and

(c) an option underwhich a person is obliged on the exercise ofthe optionto buy:

(i) any debtorliability owedby anotherperson;or

(ii) any property whichis subjectto a Security Interest.

GuaranteedMoneymeans allmoney:

(a) which now orin the futureis owing(actually orcontingently)byaTransaction Party to theBankunderorin relation to anyoftheTransaction Documents;

(b) which having now orin the futurebecome owing (actually orcontingently)bya Transaction Party to theBank underorin relation toanyofthe TransactionDocuments,ceases to be owing byreasonofanylawrelating to insolvencyand remains unpaid by the Transaction Partyand unreleased by theBank;or

(c) thatnow orin the futuremay become owing (actually orcontingently)bya TransactionParty to theBank under orin relationto anyoftheTransaction Documents,

forany reason,whethersuchmoney is payable:

(d) bya Transaction Party alone orjointly orseverally with any otherperson;

(e) bya Transaction Party initsown rightorin any capacity;

(f) to the Bankin its own right orinany capacity;and

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(g) bya Transaction Party asliquidated orunliquidateddamages caused orcontributed to by any breach by the TransactionParty ofany obligationowed by the Transaction Party (oranyotherTransaction Party)to theBankunderorin relation to anyofthe TransactionDocuments,

andifanyTransactionDocument orany obligation ofa Transaction Party tothe Bankunderorin relation to anyofthe Transaction Documents is void,voidable orotherwise unenforceable by theBank inaccordance with its terms,itincludes allmoneywhich would have beenwithinthis definition ifthatTransaction Document orobligationwas notvoid,voidable orotherwiseunenforceable.

Guarantormeans the OriginalGuarantorsand each person thatbecomes aguarantorunderclause 16.Ifthere aremore thanone,Guarantormeanseachofthemindividually andeverytwo ormoreof them jointly.

Guarantor AccessionDeed means a deed substantially in the form of

schedule 8.

Halfmeans each sixmonth period ending on30Juneand 31Decemberineach year.

HedgingTransaction means a contract,agreementorarrangement(otherthan in respectof the price ofelectricity,gas,oil,foreign exchange orany othernon-interestrate derivative contract) whichisa futures contractoran interestrate hedge,swap,option,swaption,forwardrate agreementorany othercontract,agreementorarrangementsimilarto orhavingin respectofitssubjectmattera similareffectto anyofthe preceding.

Indemnity Amountmeans,in relation to a Bank Guarantee,the amountor,asthe casemay be, the aggregateofthe amounts payable by the Borrower inrelation to a Bank Guarantee in accordance withclause 5.3.

Insolvencymeans:

(a) in relation to  a corporation,its winding upor dissolutionoritsadministration,provisionalliquidation orany administration having asimilareffect;

(b) in relation to an individual,hisorherbankruptcy;and

(c) in relation to aperson,any arrangement(includinga schemeofarrangementordeed ofcompany arrangement),compositionorcompromisewith,orassignmentforthe benefitof,all orany classofthatperson’s creditorsormembersora moratoriuminvolving any ofthem.

Insolvency Eventmeansanyofthe following:

(a) apersonisorstates thatthe person is unable to payfromthe person’sownmoney(orfunds or commitments provided byanotherReadingEntertainmentAustralia Group Member)allthe person’s debts as andwhen they become due and payable;

(b) apersonis taken ormustbe presumed to beinsolventorunable to paythe person’s debts underany applicable legislation;

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(c) anorderis madeforthe winding upordissolution oran effectiveresolution is passed forthe winding upordissolution ofa corporation;

(d) an administrator,provisionalliquidator,liquidatororperson having asimilaroranalogous function underthe laws ofany relevantjurisdiction isappointed in relation to a corporation oran effectiveresolutionis passedto appointany such person and the action is notstayed,withdrawn ordismissed within 10Business Days;

(e) a controlleris appointed inrelation to any property ofa corporation;

(f) a corporation is deregistered underthe CorporationsActornotice ofitsproposed deregistration isgiven to the corporation;

(g) a distress,attachmentorexecutionis levied orbecomesenforceableagainstany property ofaperson;

(h) aperson entersinto ortakes any action to enterintoan arrangement(including aschemeofarrangementordeed of Borrower arrangement),composition or compromise with,orassignmentforthe benefitof,all orany class ofthe person’screditorsormembersoramoratoriuminvolvinganyofthem;

(i) a petition forthe making of a sequestration orderagainstthe estate ofapersonis presented and the petition is notstayed,withdrawn ordismissed within seven days ora person presents a petition againsthimselforherself;

(j) aperson presents a declaration ofintention undersection54A ofthe

BankruptcyAct1966;or

(k) anything analogous to orofa similareffectto anything described aboveunderthe law ofany relevantjurisdiction occurs in relation to a person.

Insurancemeans insurance whicha Transaction Party is obligedto take outormaintain under a TransactionDocument.

InterestRatemeans,in relation to a Pricing Periodforan Advanceuntil itbecomes due and owing,an interestrate equalto the aggregate ofthe BaseRate forthatPricing Period and the Margin.

InterimCompliance Certificate means a certificatein substantially the formsetoutin schedule 10.

Jindalee Cinemameansthe property located at6 AmazonsPlace,Jindalee,QLD4074.

Landmeans any land owned oroccupied bya Transaction Partythatformspartofthe Secured Property.

LeaseholdPropertiesmeans eachleasehold property leased byaTransaction Party thatisthe subjectof amortgageoflease referred to inschedule 3(including themortgage oflease described at item 11ofschedule 3).

Leverage Ratiomeansas atany date the ratio of:

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(a) asatany date (other than31 December2021,31 March 2022 and 30June 2022),the ratio of:

(b)(a)TotalGross Debtoutstanding on thatdate;to

(c)(b)AdjustedEBITDAin respectofthe 12 month periodending onthatdate.;(d)asat31 December2021,the ratio of:

(i) TotalGross Debtoutstanding on thatdate;to

(ii) AdjustedEBITDA(calculatedonan annualised basis) in respectof the3 month period endingon thatdate;

(e) asat31 March2022,the ratio of:

(i) TotalGross Debtoutstanding on thatdate;to

(ii) AdjustedEBITDA (calculated onan annualised basis)in respectof the6 month period endingon thatdate;

(f) asat30 June 2022,the ratio of:

(i) TotalGross Debtoutstanding on thatdate;to

(ii) AdjustedEBITDA (calculated onan annualised basis)in respectof the9 month period endingon thatdate;

Forthe purposesofcalculating LeverageRatio on any dateoccurring beforethe firstanniversaryofFinancialClose,Leverage Ratio will be based onaproformaEBITDA forthe 12monthperiod to thatdate.

LetterofWaiver meansthe letterentitled‘LetterofWaiver:LeverageRatioand FinancialChargesCoverRatioforthe Calculation Periodsending 31December2022,31March2023,30 June2023and31September 2023’issued by theBankto the Borrowerdated 1 August2023.

LoantoValueRatioatany datemeans the ratio (expressed asa percentage)of:

(a) the aggregate ofthe TotalGross Debtoutstanding on thatdate and anyOutstanding Accommodationin relationa CurrentBank Guarantee asatthatdate; to

(b) themarketvalue ofthe FreeholdPropertiesand LeaseholdPropertiesincluded in theSecuredProperty as noted in themostrecent Valuationprovidedto the Bank pursuantto this documentandaccepted by theBank.

ManagementFeesmeans managementand consulting fees payable toReading InternationalIncoranyofitsaffiliates (other than anyaffiliatewhoisaReadingEntertainmentAustralia Group Member)each FinancialYear.

Marginmeans in relationto a PricingPeriod foranAdvance:

(a) 1.75% per annumforeach Pricing Periodwhich commencesduring theRelevantPeriodbefore and until the RelevantDate;and

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(a)(b)1.50%per annumforeach Pricing Periodwhich commenceson andfromtheRelevantDate.

(b) forall otherPricingPeriods,wherethe LeverageRatio as shown in theAnnual orInterimCompliance Certificate most recently deliveredto theBank(subjecttoclause 10.6(e))onorbeforethe firstdayofthe relevantPricing Periodis:

(i) greaterthan3.0 times,1.30%perannum;

(ii) greaterthan2.5 times butlessthanorequalto 3.0 times,1.15% perannum;

(iii) greaterthan2.0 times butlessthanorequalto 2.5 times,1.00%perannum;and

(iv) less thanorequalto 2.0 times,0.85%perannum.

MaterialAdverse Effectmeans amaterialadverseeffecton:

(a) the business,operation,property,condition (financial orotherwise)ofaTransaction Party ortheReadingEntertainmentAustralia Group takenasa whole;

(b) the ability ofa TransactionParty to performits obligations under theTransaction Documents; or

(c) the validity orenforceability ofthe whole orany material partofanyTransaction Documentorany rights orremedies ofthe Bank undertheTransaction Documents.

MaitlandPropertymeans the land and improvementscomprising 9/1A KenTubman Drive,Maitland,NSW2320 being thewhole ofLot1in SP41681.

Maturedmeans,in relation to aBank Guarantee, that the Beneficiaryhasmade aclaim andisnotentitled to claim anymore under the relevantBankGuarantee.

MerchantServices Agreementmeans the agreementformerchantservicesbetween theBank andReading EntertainmentAustralia Group.

MinimumLiquiditymeans all unrestricted Cash ofthe Borrower,determinedona consolidated basis,asdetailedin theBorrower’s managementaccounts.

Monthmeans a calendarmonth.

NetSale Proceedsmeans in relation to the saleof theMaitlandPropertyAuburnProperty,the grosssale or disposal price setoutin the salecontractless the aggregate ofestate agentcommissions,conveyancing fees,adjustments (forboth water and councilrates),landtax owners corporationfees and fees associatedwith the discharge orrelease ofan EncumbranceovertheMaitland PropertyAuburnProperty and anyGSTpayable in relation tothe sale contract.

OutstandingAccommodationmeans atany time,the aggregateof:

(a) the aggregate ofthe unpaid Advancesoutstanding under theCorporateMarkets Loan Facility;

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(b) the Face Values ofall CurrentBank Guarantees and all IndemnityAmounts in relation to each Bank Guaranteewhich aredue and payable;and

(c) forthe purposes ofclauses 5.5,10and18.14 onlyand forno otherpurposes,any otheramounts which theBorrowerowes to the Bank orwhich theBorrowermay owe to the Bank underorinconnectionwith theFacilities andincludes:

(i) any otheramountswhich the Borrowerowes to the Bank orwhichthe Borrowermayowe to the Bank under orin connectionwith anyHedging Transaction;and

(ii) allinterest,costs and feespayable under theTransactionDocuments,

whether such amounts areowingactually orcontingentlyandwhethersuch amounts are then due forpaymentorwill ormay become due forpaymentand includes allinterest,costs and fees payable undertheTransactionDocuments.

Whenusedin relation to any Facility,itmeans the OutstandingAccommodation inrelation to Advances orDrawingsunderthatFacility(asapplicable).

Overdue Moneymeans money due and payable fromtime to time undereachTransaction Document.

Overdue Ratemeans atany time,the aggregate ofthe InterestRate andadefaultmargin of 1.00%perannum.

Parent means Reading InternationalCinemas LLC.

Parent SubordinationAgreementmeans the documententitled‘subordination deeddeedofsubordination’dated onoraboutthe date ofthisdocumentto be entered intobetweenbythe Borrower,Reading InternationalCinemasLLCtheParentand the Bank.

PermittedDisposal means a disposal:

(a) ofassets between the Transaction Parties;

(b) represented byalease orlicence ofrealproperty granted byaTransaction Partyin the ordinary course ofbusinessofthe ReadingEntertainmentAustralia Group;

(c) oftrading stock orcashmadein the ordinarycourseofbusiness;

(d) ofplantand equipmentinexchangeforotherassetscomparable orsuperioras to type,valueand quality;

(e) ofobsolete orredundantassets;

(f) arising asa resultofa Permitted Encumbranceora Distribution orpaymentpermitted byclause9.6(f)orclause 9.6(k);

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(g) ofassets thatarethe subjectofa floating charge (orits equivalent)undera CollateralSecurity,providedthe disposal ismade in the ordinarycourseofbusiness;

(h) where the aggregatevalue ofthe assets disposed of in the 12 monthperiod ending on thedateofthe relevantdisposal(and including thevalue ofthe relevantdisposal) does notexceed$2,000,000;

(i) ofthe MaitlandAuburn Property;

(j) ofcash underanyPermitted Distribution;and

(k) ofcash being paymentsofany expenses pursuantto clause 9.13(b).PermittedDistribution means  aDistribution:

(a) madebyaTransaction Party only in form ofdividendprovided that noEventofDefault,PotentialEventofDefaultor Review Eventsubsistsorwilloccurfrommaking such Distribution;or

(b) TheNet SaleProceeds; or

(A) atany time onorpriorto the RelevantDate:

(ii) foranamountup to $15,000,000 oftheNetSale Proceedsprovidedthatthe QuarterlyFinancial Statementsforthe Quarterending30 June 2021 revealsa variance of10%orless to theforecastsprovided to the Bankon19 February 2021;

(iii) foranamountup to 66.67% ofthe RemainingProceedsprovidedsuchDistribution ismadeby wayofdividendto theParent;

and ateach time ofmaking such distributions orpayments,no EventofDefault,Potential EventofDefaultorReview Eventsubsistsorwould becaused bymaking such distributions orpayments;

(l)made atanytime afterthe RelevantDate,provided thatateach time ofmaking such distributionsorpayments,no EventofDefault,PotentialEventofDefaultorReview Eventsubsistsorwouldbecausedbymakingsuch distributions orpayments; ofsurpluscashin relation to FinancialYearending on31 December2022subjectto aminimumcash balance

of$5,000,000 remaining in the Borrower’saccountasatthe end ofthatFinancial Year; or

(m)(c)madewiththeBank’s prior written consent.

PermittedEncumbrancemeans:

(a) an Encumbrancewhich has been approved by the Bank (including theSecurity Interests createdbyany Transaction Document);

(b) any rightofsetofforcombination arising by operation oflaw orpracticeovermoney deposited withabank or financialinstitution in the ordinarycourseofthe business ofa TransactionParty;

(c) an Encumbrancewhich arises by operation of lawinthe ordinary courseofthe business ofa TransactionParty provided thedebtsecured by that

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Encumbranceis paid whendue orcontested in good faith by appropriateproceedings;

(d) everyeasement,restrictive covenant,caveatorsimilarrestriction overproperty,rightofway,exception,encroachment,reservation,restriction,condition orlimitation which arises in the ordinarycourseofthe ordinarybusiness ofthe relevantTransactionParty and doesnoteitherby itselforin the aggregatematerially interferewith orimpair the operation oruse ofa property affected thereby,havea MaterialAdverse EffectorotherwiserestrictorpreventtheBank exercising its rights againstany SecuredProperty under the relevant CollateralSecurity;

(e) everyrightreserved to,orvested in,anymunicipalityorgovernmental orotherpublic authority by the terms ofany right,power,franchise,grant,licence orpermitto control orregulate anypartofthe propertyofaTransaction Party,orto use thatproperty in anymanner which does noteitherbyitselforin the aggregatemateriallyinterferewith orimpairtheoperation orthe use thereof,have aMaterialAdverse EffectorotherwiserestrictorpreventtheBank exercising its rights againstany SecuredProperty under the relevant CollateralSecurity;

(f) everyEncumbrance incurred ordepositsmade in the ordinarycourse ofordinarybusiness to secure the performance oftenders,statutoryobligations,surety bonds, bids,leases,governmentcontracts,performance and return ofmoney bonds (providedthatsuchEncumbrances donotrestrictorprevent the Bank exercisingits rightsagainstanySecuredProperty underthe relevantCollateralSecurity)orin connectionwithworkers’compensation,unemploymentinsurance andothertypes ofsocialsecurity;

(g) everyEncumbrance incurred ordepositmade in theordinarycourse ofthe business ofa Transaction Party in respectofa leasehold property,the purchase ofassets orthe use ofutilities,provided that:

(i) in relation to an Encumbrance incurred ordepositmadein respectofthe purchase ofassetswhich secures an aggregate amountgreaterthan$250,000 theBank has given prior writtenconsenttothe Borrower;and

(ii) the recourse ofthe holderofthatEncumbrance is limited to theleaseholdinterest,the assets purchased oruse ofutilitiesand theproceeds ofenforcementofthe Encumbrance.

(h) everyretention oftitle arrangementin respectoftrading stock acquiredorto be acquired by a Transaction Party in the ordinarycourseofbusiness;

(i) any easement,caveatorotherrestriction in relationto a FreeholdProperty thatwould be apparent from  a title searchconducted beforethedate ofthis document.

PermittedFinancialAccommodation means:

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(a) financialaccommodationgranted byaTransactionParty to anotherTransaction Party;

(b) the loan grantedby Reading EntertainmentAustralia Group to the Parentand/orReading New ZealandLtd,up to $13,400,00033.33%oftheRemaining Proceeds;

(c) any tradecreditextendedbya Transaction Party to its customersonnormalcommercialtermsand in the ordinarycourseof business;

(c)(d)additionalfinancial accommodation up to amaximumaggregate amountnotexceeding $1,700,000; or

(d)(e)any other financialaccommodation granted with thepriorconsentoftheBank.

PermittedFinancialIndebtednessmeans:

(a) trade debtincurredin theordinarycourse of business ofthe TransactionParties;

(b) FinancialIndebtedness incurred underthe TransactionDocuments;

(c) FinancialIndebtednessowing from oneTransaction Party to anotherTransaction Party;

(d) any Subordinated Debt;

(e) a $225,000 loanfromthe landlordofthe WestlakesCinema property;

(f) a $400,000 loanfromthe landlordofthe Rhodes Cinemaproperty;

(g) FinancialIndebtedness arising underany performance orsimilarbondguaranteeing performance bya Transaction Party under any contractentered into in the ordinary courseofbusiness;

(h) FinancialIndebtedness arising under a guarantee given to a landlordinrespectofa lease enteredinto by a TransactionParty;

(i) FinancialIndebtedness underfinance orcapitalleases ofvehicles,plant,equipmentorcomputers;and

(j) FinancialIndebtedness notpermitted by the preceding paragraphs andthe outstanding principalamountofwhich does notexceed$2,000,000 inaggregate forthe Transaction Parties atanytime.

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PPS Act means the PersonalProperty Securities Act2009(Cth).

PPS propertymeans allproperty (otherthanExcludedProperty) overwhichthe Borrowerora SecurityProviderislegally capable underthePPS Actofgranting a securityinterest.

PotentialEvent ofDefault means any thingwhich,with the giving ofnotice,lapse oftime ordetermination ofmateriality,willconstitutean EventofDefault.

PricingPeriodmeans,inrelation to an Advance under the Corporate MarketsLoanFacility,the periodhaving the duration selectedin accordancewithclause 6.1 and beginningon the FundingDate in relation to theAdvance.

Quartermeans each three month period ending on31 March,30 June,30 Septemberand 31Decemberin each year.

ReadingEntertainmentAustralia Groupmeans,atany time,the Borrowerand any subsidiaryof theBorrower and ReadingEntertainmentAustraliaGroupMember means any one ofthem.

ReleaseDatemeans theBusiness Day following the laterof:

(k) the latestofthe ExpiryDates ofallCurrentBank Guarantees;and

(l) the date onwhich theBankis satisfiedin its reasonable opinionthatithas been paid allamountswhichare thenormay inthe futurebecomedue and payable to theBank underanyofthe TransactionDocumentsand thatthere isnoprospectthatany amounts which theBank hasreceived in relation to anyofthe Transaction Documents willsubsequently be madevoidorbe required to be repaid in whole orinpart.

RelevantDatemeans thedate on which the Bank receives theAnnualCompliance Certificate inaccordance withclause 9.5(b)forthe FinancialYearending on31 December2023.means the date on which the BankreceivestheInterimComplianceCertificate forthe Quarterending on31December2021 inaccordance with clause 9.5(c).

RelevantJurisdictionmeansVictoria.

RelevantPeriodmeans the period from(andincluding)31August2020 to(andincluding)theRelevantDate.

RemainingProceedsmeans the NetSale Proceeds less:

$20,000,000,being the prepaymentamountmadeby the Borrower inaccordance to clause 5.4(b);and

$15,000,000and anyotheramounts retainedby the Borrowerin accordancewith clause 9.13.

Receivermeans a receiver orreceiverandmanagerappointed by theBankunderanyTransactionDocumentand any personwho derives a rightdirectlyorindirectly from  aReceiver.

ReferenceBanksmeanseach ofAustralia and New ZealandBanking GroupLimited,CommonwealthBank ofAustralia and Westpac BankingCorporation,

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orany otherbanks or financialinstitutions determinedby theBankfromtime totime following consultationwith theBorrower.

Regulatory Eventmeansany:

(a) change in,orintroductionofanew,law orotherform ofregulation;

(b) change in,orintroductionofanew,practice or policyofan GovernmentBody;

(c) investigation into  a Transaction Party orany relatedentity ofaTransaction Party bya GovernmentBody;

(d) application fororgrantofaninjunctionororderin respect ofanyEncumbrance,Facility oraccountheld with the Bank made byaGovernmentBody,or

(e) change in,orintroductionofanew,code ofpracticeorcustomrelating tothe provision oftheServices whicha reasonable and prudentbankerwould comply with,

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whetherinAustraliaorelsewhere,that,in the Bank’sgoodfaith opinion,applies in any way to a TransactionParty,orthe Service.

Representativeofa person means an officer,employee,contractororagentofthatperson.

ResetMarginmeans the resetmargin (ifany)applicable ifa Pricing Period is,orbecomes,shorterthanthreemonths,as determined in accordance withclause 6.6.Itis 0.02%perannum(indicatively).

Restatement Deedmeans the documententitled ‘RestatementDeed’executed inDecember2015 between the Bank andthe Transaction Parties.

Review Eventmeans anyeventorcircumstance described inclause10.4.

RevolvingTranchemeans atany time,the aggregate ofthe unpaid Advancesoutstanding under the Corporate Markets LoanFacility atthattimeless theTermTranche atthattime.

SecuredPropertymeansall property which,fromtime to time,is subjectto aSecuritywhich forms partofthe CollateralSecurity.

Securitymeans any documentortransaction whichreserves orcreates aSecurityInterest.

Security Interestmeansany interestorrightwhichsecures the paymentofadebtorothermonetaryobligation orthe compliance with any otherobligation.Itincludes any retention oftitle to any property and any rightto setofforwithhold paymentofanydepositorothermoney.

Security Providermeanseach personwhogivesa CollateralSecurity(otherthan  arelated body corporate oftheBank).

Servicemeans any service the Bank provides to theBorrowerunderorinrelation to a Facility includingmakingorprocessingany paymentorissuing anydocument.

SubordinatedDebtmeans:

(a) FinancialIndebtedness that isormay become owingby the BorrowertoReading InternationalCinemas,LLC,thatis fully subordinated on theterms setoutin the ParentSubordinationAgreement;and

(b) FinancialIndebtedness that isormay become owingbya TransactionParty to Reading InternationalInc (orany subsidiaryoraffiliate ofReading InternationalInc)thatis fully subordinatedon substantially thesame terms (exceptforthename and otherdetails ofthe subordinatedlender)as thosesetoutinthe ParentSubordination Agreement.

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Taxmeans a tax (includingany tax inthe natureofa goods and services tax),rate,levy,impostorduty (otherthan  atax on the netoverallincome oftheBank)and any interest,penalty,fine orexpense relating to anyofthem.

TermTranche means thefirst$43,000,000 ofthe unpaid Advancesoutstanding underthe Corporate Markets LoanFacilityon the ‘AmendmentDate’ as defined in theAmendmentDeed,as thatamountmaybe reducedfromtime to timein accordance withclause 5.6.

TerminationDatemeans,in respectofeach Facility,theTermination Datesetoutinschedule 2,orsuch otherdate agreed in writing bythe parties.

TotalGrossDebtmeans,onany date,allFinancialIndebtedness oftheReading EntertainmentAustraliaGroup,butexcluding anyExcludedFinancialIndebtedness.

TotalLease Paymentsmeansthe aggregate amount ofall rentalexpenditureofthe Reading EntertainmentAustralia Group,otherthanrentalexpenditurepayable to any Transaction Party,calculated in accordancewith AccountingStandards,forthatperiod.

TransactionDocumentsmeans:

(a) this document;

(b) notused;

(c) each GuarantorAccession Deed;

(d) the CollateralSecurity;

(e) the ParentSubordinationAgreement;

(f) the ISDA MasterAgreementdated 17 June 2011 between the Bank andthe Borrower,asamended fromtime to time;

(g) each deed ofconsent referred to initem 12(Deedofconsent)of

schedule 3upon itbeingexecuted by the relevantparties;

(h) any agreementrelating to the priority ofany Securitywhich isaCollateralSecurity;

(i) the MerchantServicesAgreement;

(j) any documentwhich theBorrower and the Bank agree isa TransactionDocumentforthe purposes ofthis document; and

(k) each documententered into forthe purposeofamending,novating,restating or replacinganyofthem.

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TransactionPartiesmeans the Borrower and eachGuarantor.

Trustmeans,in relation toany TransactionParty that entersinto a TransactionDocument in the capacity as trustee ofa trust,the relevanttrust.

TrustDeedmeans,in relation to a Trust,the trustdeedorotherdocumentwhich establishes orevidences thatTrust.

Trusteemeans a Transaction Party thatentersintoa Transaction Documentactingas the trustee ofa Trust.

Valuationmeans a valuation oftheFreeholdProperties orleaseholdproperties included in theSecured Propertyaddressed to the Bank,byanApprovedValuerin formand substancesatisfactory to the Bankin allrespects.

VerificationCertificatemeans a certificate insubstantially the formsetoutin

schedule 6.

1.2 Construction

Unless expressed to the contrary,in this document:

(a) words in thesingularinclude the plural and vice versa;

(b) any gender includes the othergenders;

(c) ifawordorphraseis defined itsothergrammaticalforms havecorrespondingmeanings;

(d) “includes”means includeswithoutlimitation;

(e) noruleofconstructionwillapply to a  clause to the disadvantage ofaparty merely becausethatparty putforward the clause orwouldotherwisebenefitfromit;and

(f) a reference to:

(i) apersonincludes a partnership,jointventure,unincorporatedassociation,corporation and a governmentorstatutorybody orauthority;

(ii) apersonincludes the person’s legalpersonalrepresentatives,successors,assigns and persons substituted by novation;

(iii) any legislationincludes subordinate legislation underitandincludes thatlegislation and subordinate legislation asmodifiedorreplaced;

(iv) an obligation includes arepresentation orwarranty and areference to a failureto complywith an obligation includesabreachofrepresentation or warranty;

(v) a rightincludes a benefit,remedy,discretion orpower;

(vi) time is to localtime inMelbourne;

(vii) “$”or“dollars”isa reference to Australian currency;

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(viii) this orany otherdocumentincludes the document as novated,varied orreplaced and despite any changein the identity oftheparties;

(ix) writing includes anymodeof representing orreproducing wordsintangible and permanentlyvisible form,and includes faxtransmissions;

(x) any thing (including any amount)isa reference to the whole oranypartofitand areference to a group ofthings orpersons isareference to anyone ormore ofthem;

(xi) this documentincludes allschedules and annexuresto it;and

(xii) a clause,schedule orannexure is a reference to a clause,schedule orannexure,asthe casemay be,ofthis document.

1.3 Headings

Headings donotaffectthe interpretation of this document.

1.4 Corporations Act, GST and AccountingStandards

Unless expressed to the contrary:

(a) “control”,“controller”,“corporation”,“disclosing entity”,“holdingcompany”,“marketable security”,“prospectiveliability”,“public company”,“relatedbodycorporate”and “subsidiary”each has themeaningwhich itis

defined to have in theCorporations Act;

(b) “adjustmentevent”,“consideration”,“GST”,“inputtax credit”,“supply”,“taxable supply”and “tax invoice” each has themeaning whichitisdefined to have in theANewTax System(Goods and Services Tax)Act1999;and

(c) “economic entity”,“entity”and “financelease”each has themeaningwhichithasin theAccounting Standards.

(d) terms have themeaningsgiven tothem in thePPSAct.

1.5 Subsisting Events ofDefault and PotentialEvents of Default

(a) An EventofDefaultsubsists ifithas occurred and has notbeenwaivedby theBank in accordance with this document orremedied.

(b) A PotentialEventofDefaultsubsists ifitexists and hasnotbeen waivedby theBank in accordance with this document orremedied.

1.6 Not used

1.7 Inconsistency

Ifthere isanyinconsistency between this documentand any otherTransactionDocument,thenthis documentprevails to the extentofthatinconsistency.

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2 Consideration

TheBorrower entersinto this documentin consideration oftheBankagreeingto make the Facility available in accordancewith this document.

3 Conditionsprecedent

3.1 Not used

3.2 ConditionsprecedenttoAdvancesandDrawings

The obligation ofthe Bankto make anyAdvances orDrawings is subject to thefurtherconditions precedentthat the Bank is satisfied in its absolute discretionthat:

(a) therepresentations and warranties setoutinclause8.1 are correctandin allmaterialrespects notmisleadingin any materialrespectwhen theFunding Noticeis given and on the Funding Date;

(b) all feesand chargesthendue and payable in connectionwith theFacilityhave beenpaid (includingthe RestructureFee setoutinclause9.1(a));and

(c) no EventofDefaultorPotentialEventofDefaultsubsists whentheFunding Noticeis given and on the Funding Date.

4 Facility

4.1 Nature

(a) Subjecttoclauses 3and10.2,the Bank willmake available:

(i) the revolving Corporate Markets Loan Facility underwhich itwillmake Advances;and

(ii) the Bank Guarantee Facility underwhich itwillissueBankGuarantees atthe requestofthe Borrower,

in accordancewith this document.

(b) TheBorrowermay requestone ormore Advances andDrawingsinaccordance with this clause 4,butso thatthe OutstandingAccommodationundereach Facilitydoes notatanytime exceed therelevant Facility Limit.

4.2 Purpose

TheBorrowermustonly use Advances andDrawingsundereach Facility forthe relevantpurposes setoutin schedule  2,and the Borrowermustpromptlyrepayto the Bank allAdvances andDrawings notused forthesepurposes.

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4.3 Advances andDrawings

(a) TheBorrowermay requestan Advance oraDrawing by giving a FundingNotice to theBank by 11.00 am atleastone clearBusinessDay beforethe date the proposedAdvanceor Drawing is required.

(b) An Advance undertheCorporate Markets Loan Facilitymustnot be foran amountwhich,when added to the Outstanding Accommodation(ifany)underthatFacility,causes the Facility LimitforthatFacilityto beexceeded.In determiningwith anAdvance willcause the Facility Limittobe exceeded:

(i) the amountofallAdvances repaid on the Funding Date areexcluded fromthe calculation ofthe Outstanding Accommodation;and

(ii) the aggregate amountofall otherAdvanceswhich the Borrowerhas requested to bemadeon the same Funding Date areincludedin thatcalculation.

(c) TheAggregate Amountofa Drawingunderthe Bank GuaranteeFacilitymustnot,when added to the OutstandingAccommodation (ifany) underthat Facility,cause theFacility LimitforthatFacility to be exceeded atany time during the Funding Period.In determiningwhethertheAggregate Amountofa Drawingwillcause the Facility Limitto beexceeded:

(i) the Face Value ofall BankGuaranteesunder aFacilitywhichwillmature on the Funding Date forthe relevant Drawingareexcludedfromthe calculation oftheOutstanding Accommodation;and

(ii) the AggregateAmountofall other Drawingswhich theBorrowerhas requested to bemadeunderthe same Facility and on thesame FundingDate are included in thatcalculation.

(d) TheBankis only obliged tomake Advances oracceptanyDrawingsduring the Availability Period.

4.4 Funding Notices

(a) A FundingNoticemust:

(i) be substantially in the form ofschedule 7;

(ii) be signedbyan Authorised Representative oftheBorrower;

(iii) specify the proposedFunding Datewhich mustbea Business Dayduring the Availability Period;

(iv) specify the amountofthe proposed Advance ortheAggregateAmountofthe proposed Drawing;

(v) specify the duration ofthePricingPeriod foreachAdvance;and

(vi) in the case ofanyDrawing, specifywhetherthe Drawing is:

(A) to comprise the issue ofanewBank Guarantee,andifso,alsospecify the date to beshown as the Expiry Date,the

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person to benamed asthe Beneficiaryand the Face Valueofeach requestedBank Guarantees;or

(B) deemed to comprise an existing bank guaranteethat priortothe date ofthis document has been issued by the Bank atthe requestofthe Borrowerand,ifso,specify the dateshown as theExpiry Date,the person named as theBeneficiaryand the FaceValue of thatbank guarantee.

(b) The requirementofa Funding Notice is forthe benefitoftheBank.TheBankmay waive the requirementatany time and in anymanner.

(c) A FundingNotice is irrevocable fromthe time ofits actual receiptinlegible form by theBank.

4.5 Not used

4.6 Not used

4.7 Not used

4.8 BankGuaranteeFacilities

In the caseofthe Bank Guarantee Facility on theFundingDate specifiedin theFunding Notice:

(a) the Bank mustforthe purposesofa Drawing contemplated underclause4.4(a)(vi)(A),issue each Bank Guarantee requested in the FundingNoticein accordance withthatFundingNotice;or

(b) the parties agree thatforthe purposes ofaDrawingcontemplated underclause4.4(a)(vi)(B),the existing bank guarantee referred to in theFunding Noticeis deemedto beaBank Guaranteeissuedin accordancewith theBank GuaranteeFacility and thatFunding Notice.

4.9 Cancellation

TheBorrowermay cancelthe Available Commitmentoranypartofit(being

$100,000 oran integralmultiple ofthatamount)by giving30BusinessDays’notice to theBank specifying the amountto be cancelledand the date onwhichthe cancellation takes effect.The cancellation takeseffecton the datespecifiedin the notice (whichmustbea date notearlier than fiveBusinessDays afterthe date theBank receives the notice).

4.10 Marketdisruption

(a) Ifthe Bank determines that a MarketDisruption Event occursorhasoccurred in relation to anAdvance, then the Bank willpromptly notify theBorrower,and the InterestRate on thatAdvance forthatPricingPeriodwillbe the rate per annum which is the sumof:

(i) the Margin forthe Advance;and

(ii) the rate notified to the Borroweras soonas practicable and inanyeventnolaterthanthe Business Day before interestisdue to bepaid in respectofthatPricingPeriod,to be that which expresses

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asa percentagerate perannumthe costto the Bank offundingthatAdvance fromwhateversourceorsourcestheBank mayreasonably select.

(b) Forthe purposesofclause 4.10(a):

(i) MarketDisruptionEventmeans:

(A) atoraboutthe time on theday (QuotationDay)forthe Bankto determine the ScreenRate forthe relevantcurrency andPricing Period,the ScreenRate is notavailable andtheBank is unable to specifyanotherpage orservice displayingan appropriate rate;or

(B) in relation to an Advance,before5.00 pm(localtime) on theBusiness Day afterthe QuotationDay forthe relevantperiod,the Bank notifies the Borrower,thatasaresultofmarketcircumstances notlimited to the Bank the costto theBank offunding the Advance exceeds the ScreenRate.

(ii) ScreenRatemeans the rate specified in paragraph(a)ofthedefinition of“Base Rate”.

4.11 Alternative basis of interest or funding

Ifa MarketDisruptionEventoccursand theBank orthe Borrower so requires,the Bank and theBorrower willenterinto negotiations (foraperiodofnotmorethan 30 days)with a viewto agreeing a substitute basis fordetermining therate ofinterestordiscount.

4.12 Pricing ReviewEvents

(a) TheBank has the rightto reviewthe pricing applicable to a Facility(Review):

(i) atany time ifthe Bank reasonably believes thatan EventofDefaultsubsists;

(ii) atany time:

(A) a change occursinthe financialmarkets which affectsfinancialinstitutions generally;and/or

(B) a generalchange occursin the costoffunds inthe financialmarkets inwhich theBankraises funds (notbeing achangeresulting from  a change inthe Bank’s creditrating oranyothermatterrelating specifically to the Bank).

(b) TheBankmay requestthe Borrower to provideinformationin connectionwith aReviewand theBorrowermustprovide such information as soonas possible following receiptofthe request.

4.13 Consequences of aPricingReview

(a) Following aReview,theBankmay,by givingwrittennotice to theBorrower and/orby way ofadvertisementin the localornationalpress:

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(i) introduce a newfee,charge orpremium orchangean existing fee,chargeor premium(includingits amount, the way in whichitiscalculated and when itis charged);and

(ii) change the acceptancemargin, line fee,interestrateoryield rateapplicable to a Facility including by changing orintroducing amargin (including bymaking themargin positive ornegative),orsubstituting a differentindicatorrate forthe relevantindicatorrate(exceptwhere the rateisa fixed rate).

(b) WheretheBank gives theBorrower notice underclause 4.10(a)bywayofadvertisementin the local ornationalpress,theBank willalsoendeavourto directly notify theBorrower ofthe changealthough theBank will notbe precludedfromcharging the new oradjusted pricing ifitdoes notdirectly notify theBorrower.

(c) An introduction orchange ofa matterspecified inclause 4.10(a)takeseffecton the date specifiedin the relevantnotice to theBorrower (whichmustbeatleast30daysafter the date on which thenoticeis given to theBorrower).

5 Payments

5.1 Not used

5.2 Voluntaryprepayments

(a) In relation to any Advance,the Borrower:

(i) may prepay anyAdvance orapartofit(beingaminimumof

$100,000 oran integralmultiple ofthatamount)by giving5Business Days’noticeto the Bank specifying the amountto beprepaid and the date on which the prepaymentwillbe made;

(ii) may,subjectto clause 4.3,redraw any amountprepaid inaccordance with this clause5.2 which forms partofthe RevolvingTranche;and

(iii) mustmake any prepaymentunderthis documenttogetherwithaccrued intereston the amountprepaid,any fees payable underclause 9.1 and any BreakCosts,butotherwise withoutpremiumorpenalty.

(b) TheBorrowermayreimburseorrepaythe FaceValue in respectofanyCurrentBankGuaranteeby:

(i) providing to the Bank,cash collateral(on terms satisfactorytotheBank and subjectto clause10.3)inanamountnotlessthan theFaceValue ofthe Bank Guarantee;or

(ii) cancelling thatBank Guarantee by returning the originalto theBank togetherwithwrittenconfirmation fromthe Beneficiarythatthe Bank hasno furtherliability underthatBank Guarantee.

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5.3 Indemnity in respectofBank Guarantees

(a) Withoutlimitingclause 12.1,the Borrower indemnifies theBank againstany liability,loss,costorexpense sustained orincurred in relation to anyBank Guarantee orasa directorindirectconsequence ofany claimmade orpurported to bemade underany Bank Guarantee,oranythingdonebyany personwhois orclaims to be entitled to the benefitofaBank Guarantee.

(b) Withoutlimitingclause 5.3(a),the Borrowermustpay to the Bank allamounts claimedbyorpaid to any Beneficiaryin relation to any BankGuarantee (whetherornotthe Beneficiary was entitled to make thatclaimorthe Bankwas required to make thatpayment),including any paymentmade by theBank underclause10.2(a)(iv)(B).

(c) TheBorrower’s obligationsunderclause 5.4 are absoluteandunconditional.They are notaffected byany reduction,termination orotherimpairmentby set-off,deduction,abatement,counterclaim,agreement,defence,suspension,defermentorotherwise.

(d) TheBorroweris notreleased,relieved ordischarged fromany obligationunderthis document,norwillsuch obligation be prejudiced oraffected forany reason,including:

(i) any falsity,inaccuracy,insufficiency orforgery oforin anydemand,certificate ordeclaration orotherdocumentwhich onitsface purports to be signedorauthorisedundera Bank Guarantee;

(ii) any failure by the Bankto enquirewhethera cable,telex orothernotification was inaccurately transmitted,received or givenbyanunauthorised person (otherthanwhere such failureoccursdue tothe wilfuldefaultorfraud ofthe Bank);

(iii) the impossibility or illegalityofperformance of,orany invalidity oforaffecting,anyTransaction Documentor Bank Guarantee oranyotherdocument;

(iv) anyactofanyGovernment Bodyorarbitratorincluding anylaw,judgment,decree ororderatany time in effectin any jurisdictionaffecting any TransactionDocumentor Bank Guarantee oranydocumentdelivered undera Transaction Document;

(v) any failureto obtain any consent,license orotherauthorisationnecessaryordesirable inconnection with anyTransactionDocumentorany Bank Guarantee;or

(vi) any othercause orcircumstance,foreseen orunforeseen,whetherornotsimilarto anyoftheabove,affecting anyTransactionDocumentorBank Guarantee orany transaction underaTransaction Documentor Bank Guarantee,

(vii) and the Bank neednotinquire into anyofthese matters.

(e) TheBankis irrevocably authorised and directed bytheBorrower to payimmediately againsta demand appearingorpurporting to bemade byor

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on behalfofa Beneficiary,any sums up to the FaceValue ofaBankGuaranteewhichmay bedemandedfromtheBankfromtime to timewithoutany reference to or any necessity forconfirmation orverificationon the partofthe Borrower,and notwithstanding anyinstructions fromtheBorrower to the contrary.

(f) TheobligationsoftheBorrowerwillnotbe affectedorinanywaylimitedbyany falsity,inaccuracy,insufficiency orforgery oforinanynoticeordemand pursuantto any liability orthe failure oftheBank to enquire(otherthanwhere such failurearises due to the wilfuldefaultorfraud ofthe Bank) whetherany notice ordemandhas been inaccuratelytransmitted orreceived fromany cause whatsoeverorhas been given orsentbyan unauthorised person.

5.4 Mandatoryprepayments

(a) Unless the Bank otherwise agrees,ifany ofthe assets,business orundertaking ofany Transaction Party is the subject of any Disposal(otherthan  aPermitted Disposal)the Borrowermustapplyor ensureisappliedan amountequalto the cash orequivalentproceeds received by theTransaction Partyfromthe Disposalnetofreasonable transaction costsand Taxesin prepaymentofOutstanding AccommodationorattheBorrower’s election, in permanentreduction ofthe unused portion ofoneormore ofthe Facility Limits.

(b) TheBorrowermust,in relation to thePermittedDisposalunderparagraph

(i) ofthatdefinition,applyan amountequalto$20,000,000 oftheNetSale Proceeds in permanentreduction ofthe OutstandingAccommodation undertheCorporate Markets LoanFacility.

5.5 Repayment

Subjecttoclause 10.2 andclause 10.3,each Borrowermust:

(a) pay instalments,in permanentreduction of the OutstandingAccommodation and theFacility LimitfortheCorporate Markets LoanFacility,of:

(i)$500,000 on31 October 2021;

(ii)$500,000 on30 April2022;

(iii)$500,000 on31 October 2022;

(iv)$500,000 on30 April2023; and(v)$500,000 on31 October2023;

(b) repay the Outstanding Accommodationin respect of each Facilityon theTerminationDate in respectofthatFacility; and

(c) subjectto clause 6,and any otherprovisionina TransactionDocumentthatprovides otherwise,pay any otheramounts payable in connectionwith theTransaction Documents,to the Bank on demand.

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5.6 Tranches

Amounts repaid orprepaid which form partofthe TermTranchemay notberedrawn,and theFacility Limitin respectoftheCorporate Markets LoanFacility will be reduced bythe aggregate amountofsuch repayments orprepayments.

6 Interestandfees

6.1 PricingPeriods

(a) Subjecttoclause 6.1(c),the Pricing Period foreachAdvancemustbeaperiod of30,60or90days orsix Months oranotherperiod agreed by theBank.

(b) Subjecttoclause 6.1(c),the firstPricing Period foran Advancecommences on its Funding Date and willhave the duration specifiedinthe relevantFundingNotice.Each subsequent Pricing Period fortheAdvance:

(i) commences on the dayafter the precedingPricingPeriod fortheAdvanceexpires;and

(ii) isa period notifiedby theBorrowerto the Bank atleasttwoBusiness Days beforethelastdayofthe currentPricingPeriod,butifthe Borrowerdoes notgive notice,is ofthe same duration asthe PricingPeriodwhichimmediately precedesit.

(c) A Pricing Period:

(i) whichwould otherwise end onadaywhichisnotaBusiness Dayends on the nextBusiness Day and a PricingPeriod whichwouldotherwiseend afterthe TerminationDate ends on theTerminationDate.Forthe avoidance of doubt,ifa Pricing Period ends onaday thatisnot followedbya Business Day,the Bank may extendthatPricingPeriod accordingly (exceptwhere thiswould becontraryto clause 6.1(c)(ii),in which case the Bankmay shortenthe Pricing Period);and

(ii) May be adjusted by theBank where necessaryso that:

(A) a Pricing Period starts ona  Business Day;

(B) allAdvances willhave thesamePricing Period;

(C) a Pricing Perioddoes notend afterthe TerminationDate;and

(D) ifanewAdvance ismadeduring a Pricing Period foranexistingAdvance,the firstPricing Period forthatnewAdvanceends on thesame dayas thePricingPeriod fortheexistingAdvance.

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6.2 Payment and rate

(a) In respectofthe Corporate Markets Loan Facility:

(i) interestforeach day is calculated by applying the Daily InterestRate to the Advance atthe end ofthatday (excluding any amountto which the OverdueRate applies);and

(ii) the Borrowermustpay accruedinterestin respect of:

(A) eachPricingPeriod,ontheFirstBusiness Dayaftertheexpiry ofthatPricingPeriod;and

(B) the lastPricing Period,forthe periodup to and including theTermination Date,on theTermination Date.

(b) TheBorrowermustpay intereston Overdue Money,and such interestmustbe paid ondemandby theBank.

(c) The interestrate onOverdue Money will be the OverdueRate.

6.3 Computation ofinterest

Interestwill:

(a) accruefromday to day;

(b) be computed from andincluding thedaywhen the moneyonwhichinterestis payable becomes owing to the Bank by the Borrower until butexcluding the day ofpaymentofthatmoney;and

(c) be calculated on the actualnumberofdays elapsedon the basis ofa 365day year.

6.4 Capitalisation ofinterest

TheBankmay:

(a) capitalise,onamonthly orotherperiodicalbasisas theBankdetermines,anypartofany interestwhich becomes due and payable andinterestispayablein accordancewith this documenton capitalisedinterest;and

(b) continue to capitalise interestdespite:

(i) thatas between theBankand the Borrower the relationship ofBank and customerhas ceased;

(ii) anycomposition agreed to by theBank;

(iii) any judgmentororderagainsttheBorrower;or

(iv) any otherthing.

6.5 Merger

Ifthe liability ofthe Borrower to pay to the Bank any money payableunder aTransaction Documentbecomesmergedin anydeed, judgment,orderorotherthing,theBorrowermustpay intereston the amount owing fromtime to timeunderthatdeed,judgment,orderorotherthingat the higherofthe rate

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payable under theTransactionDocuments and thatfixed byorpayable underthatdeed,judgment,orderorotherthing.

6.6 Reset Margin

(a) TheBorrowermustpay a ResetMargin wherea PricingPeriod is,orbecomes,shorterthan  3months.

(b) TheResetMargin (ifany)fora Pricing Period:

(i) willbe determined by theBank on the commencementofthatperiod;

(ii) willbe advised to the Borrowerin writing shortly afterthecommencementofthatperiod;and

(iii) willbe fixed forthatperiod.

(c) Subjecttoclause 6.6(b),ifaReset Margin is applicable to a Facility,theBank may varythe rate ofthe ResetMargin fromtime to time (and anyrate setoutin this documentis indicative only).The Bank publishesResetMargin rates periodically on nab.com.au.

(d) TheResetMargin will bepayablein arrears:

(i) on the firstBusinessDayfollowing the end ofeachPricing Periodthatis shorterthan  3months;

(ii) on the TerminationDateof the relevantFacility;and

(iii) upon the early repaymentorallorpartofthe relevantAdvance.

(e) TheResetMargin is calculated ona daily basis on theoutstandingprincipalamountofthe relevantAdvance on the basisofa365 day yearand the actualnumberofdays elapsed.

7 Payments

7.1 Place,manner and time of payment

Each Transaction Party mustmake payments to theBank undertheTransaction Documents:

(a) atthe addressspecifiedinclause19.3 oratsuch otherplace reasonablyrequired by theBank;

(b) in amannerreasonably required by the Bank;

(c) by 11.00 am localtimein the placewhere paymentis required to bemade;and

(d) in immediately available fundsand withoutset-off,counterclaim,condition or,unless required by law,deduction orwithholding.

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7.2 Gross-up

Ifa Transaction Party is required by lawto deductorwithhold Taxes from anypaymentitmust:

(a) make the required deduction andwithholding;

(b) pay the fullamountdeducted orwithheld in accordance with the relevantlaw;

(c) deliverto theBank an originalreceiptforeach payment;and

(d) payanadditionalamountwith such payment so that,afterall applicabledeductions orwithholdings,theBank actually receives forits ownbenefitthe fullamountwhich would have been payable to theBank ifnodeductionorwithholding had been required.

7.3 Appropriation

Subjectto any express provision to thecontraryin any TransactionDocument,the Bankmay appropriateany paymenttowardsthesatisfaction ofanymoneydue forpaymentby theBorrowerin relation to a TransactionDocumentin anyway thatthe Bank thinks fit and despite anypurported appropriation bytheBorrower.

8 Representationsandwarranties

8.1 Nature

Each Transaction Partyrepresents andwarrants that:

(a) duly incorporated:ifitpurports to bea corporation,itis dulyincorporated in accordance with thelaws ofits placeofincorporation,validly exists underthoselaws and has the capacityto sueorbe sued inits own name and to own its property and conductits business asitisbeing conducted;

(b) capacity:ithas capacity unconditionally to executeand deliverandcomply with its obligationsunder the TransactionDocuments;

(c) actiontaken:ithastakenall necessary action to authorise theunconditionalexecution and deliveryof,and the compliance with itsobligations under,the TransactionDocuments to whichitisa party;

(d) bindingobligations:each TransactionDocumentconstitutes the validand legally binding obligations of,and is enforceableagainst itby theBank in accordancewithits terms(subjectto any necessary stamping orregistration and to equitable principles and insolvency laws);

(e) priority:each Security Interestwhich each Transaction Documentpurports to create exists and has the prioritywhich theBank hasagreedto(subjectto any necessary stamping and registration);

(f) authorisations:each authorisation from,and filingand registrationwith,a GovernmentBody necessaryto enable itto unconditionally execute

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and deliverand complywith its obligationsunderthe TransactionDocuments towhich itis aparty has been obtained,effected andcomplied with;

(g) no contravention:the unconditionalexecution and deliveryof,andcompliancewithits obligations byitunder,the TransactionDocuments towhichitisa party do not:

(i) contravene any lawto which itoranyofits property is subjectoranyorderordirective from a GovernmentBodybinding onitoranyofits property;

(ii) contravene its constituentdocuments;

(iii) contravene any agreementorinstrumentto whichitis a party;

(iv) contravene any obligation ithas to any otherperson;or

(v) require itto make any paymentordeliveryin relation toanyFinancialIndebtedness(otherthanExcludedFinancialIndebtedness)beforethescheduled date forthatpaymentordelivery;

(h) correctinformation:allinformation given and each statementmade toany Bank byitoratits directionin relation to the TransactionDocuments,is correct,complete and notmisleading;

(i) fulldisclosure:ithas disclosed to theBank allinformationwhich theBorrower has orhas access to and which isrelevant to the assessmentby theBank ofthe natureand amountofthe risks undertaken by theBankbecoming a creditorofortaking a Security fromit;

(j) FinancialStatements:the FinancialStatements of each ofTransactionPartygiven to the Bank under clause 9.3:

(i) area true,fairand accurate statementoftheirrespective financialperformance and positionand theirrespective consolidatedfinancialperformance andposition atthe date to whichthey areprepared;and

(ii) have beenpreparedin accordancewithclause 9.2and 9.3,exceptforsuch departures expressly disclosed in those FinancialStatements;

(k) no change infinancialposition:there has been no change in thefinancialperformance orposition of a TransactionParty since the date towhich thelastFinancialStatements given to theBank underclause 9.3wereprepared,which hasa MaterialAdverse Effect;

(l) no relatedparty transaction:no person has contravened orwillcontravene sections 208 or 209 oftheCorporationsActdue to aTransaction Party entering into orperforming its obligations under aTransaction Document;

(m) no proceeding:except as notifiedto the Bank inwriting beforethe dateofthis document,no litigation,arbitration oradministrative proceeding is

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current,pending or,to the knowledge oftheBorrower, threatened,whichhas,orthe adverse determination ofwhich would be likely to have,aMaterialAdverseEffect;

(n) no trust:exceptas notified to the Bank inwriting beforethe date ofthisdocument,no TransactionParty entersinto a TransactionDocumentastrustee ofany trust;

(o) sole ownerandnoEncumbrances:exceptas notified to theBankinwriting beforethe date ofthis document:

(i) each Transaction Party is the sole legaland beneficialownerofthe property itpurports to own;and

(ii) there areno Encumbrances overthe property ofany TransactionParty otherthanPermittedEncumbrances;

(p) no existingdefault:noEventofDefault,ReviewEvent orPotentialEventofDefaultsubsists;

(q) ranking ofobligations:each obligation oftheBorrowerunder thisdocumentranks atleastparipassu with allunsecured andunsubordinated obligationsoftheBorrower exceptobligationsmandatorily preferred bylaw;

(r) warranties correct:the representations and warrantiesgivenby anyTransaction PartyinanyTransactionDocumentarecorrectin allmaterialrespects and notmisleading in anymaterialrespectand will bewhengiven orrepeated;

(s) no immunity:eachTransaction Party and its property arefree ofanyrightofimmunity fromset-off,proceedings orexecution in relation to itsobligations underany TransactionDocument;

(t) insurance:the Insurances areenforceable againstthe relevantinsurerin accordancewith theirterms and arenotvoid orvoidable;

(u) trustprovisions:in relation to eachTransaction Party which entersintoany TransactionDocument as trustee ofa Trust:

(i) the Trustee has power as trustee ofthe Trustto execute andperformits obligations underthe TransactionDocuments;

(ii) the Trustee,in executing the TransactionDocuments and enteringinto those transactions,have properly performed their obligationsto the beneficiaries oftheTrust;

(iii) all necessaryaction required by the TrustDeed toauthorise theunconditionalexecution and deliveryof,and compliancewithitsobligations under,the TransactionDocuments has been taken;

(iv) the Trusteeis the only trusteeofthe Trust;

(v) no effective actionhasbeen takento remove the Trustee astrustee ofthe Trustorto appointan additionaltrustee ofthe Trust;

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(vi)	(A)	the Trustee has a rightto be fully indemnifiedoutoftheproperty ofthe Trustin relation to all ofits obligations underthe Transaction Documents;
	(B)	the Trustee has notreleased or disposed ofits equitable lienoverthe property ofthe Trustwhich secures thatindemnity;and
	(C)	the property ofthe Trustissufficientto satisfy thatindemnity;

(vii) the Trustee has compliedwith all ofits obligations as trustee oftheTrustin relation to execution ofthe Transaction Documents;

(viii) no effective actionhasbeen takenor,so faras theTrusteeisaware,is contemplated bythe beneficiaries ofthe Trust toterminate theTrust;

(ix) the Trustee has disclosedto the Bankfulldetails of:

(A) the Trustand any other trustorfiduciaryrelationshipaffecting the property ofthe Trustand,withoutlimitation,hasgiven to the Bankcopies ofany instruments creating orevidencing the Trust;and

(B) the Trustee’s othertrusteeships (ifany);

(x) the Trustis properly constituted and the TrustDeed isnotvoid,voidable orotherwise unenforceable;

(xi) the rights ofthe beneficiaries ofthe Trustin relation to,and theirinterestin,the property ofthe Trustaresubjectto:

(A) the rights ofthe Bankin relation to,and theirrespectiveinterestsin,the property of the Trust;and

(B) any rights orinterests in the property ofthe Trustto whichthe Bank may fromtime totime be subrogated;and

(xii) the Trustee:

(A) ifitisa corporation,isdulyincorporatedin accordance withthe laws ofits place ofincorporation,validly exists underthoselaws and has the capacity to sue and be sued in itsown name,to own property and to actas trustee oftheTrust;

(B) ifitis naturalperson,hasthe capacity tobe trustee oftheTrust;

(v) solvency: each Transaction party is notinsolvent;

(w) corporatebenefit: eachofthe Transaction Partieswillreceive corporatebenefitby entering into the Transaction Documentsto which they areaparty.

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8.2 General

(a) The interpretation ofany statementcontained in anyrepresentation orwarranty will notbe restricted by reference to orinferencefrom any otherstatementcontained in any other representation orwarranty.

(b) TheBorrower acknowledges thattheBank entersinto the TransactionDocumentsin reliance oneachrepresentationandwarranty.

(c) Eachrepresentation andwarranty survives the executionoftheTransaction Documents and isdeemed to be repeated with reference tothe facts and circumstances thenexisting on the date eachFundingNotice isissued,on eachFunding Date,on the lastdayofeach FundingPeriod and on each day thatan AnnualComplianceCertificate orInterimCompliance Certificate isgiven.

9 Generalobligations

9.1 Fees

TheBorrowermustpay to the Bank:

(a) restructure fee:onorbeforeexecution oftheRestatementDeed,anon-refundableRestructureFee of$30,000(which fee has been paid);

(b) restructure fee:onorbeforethe ‘AmendmentDate’referred to intheAmendmentDeed,a non-refundableRestructure &ApplicationFee of

$300,000 (less the $20,000 work fee referred to inthe termsheetdated17 December2018 ifthe Borrowerhas paid thatwork fee to the Bank);

(c) CorporateMarkets LoanFacility Fee:a non-refundable facility fee onthe Facility Limitin respectofthe Corporate MarketsLoan Facilitycalculated at0.95%perannumfromthe date ofthe‘Variation Date’undertheRestatementDeedand at1.00% per annumfromthe date ofthe ‘AmendmentDate’under the AmendmentDeed,which will:

(i) accruefromday to dayfromthe date ofthis documentup to andincluding the Termination Date;

(ii) be payable quarterly in arrears,on the firstBusinessDayofeachQuarter;

(iii) be calculated on the actualnumberofdays elapsed andon thebasis ofa365 day year;

(d) ResetFee:on the firstBusinessDay ofeach Pricing Period (other thanthe firstPricingPeriod)anon-refundable fee of$150.00;

(e) Bank Guarantee servicefee:onand fromthe firstservices fee chargedate followingthe August2023AmendmentDate,a non-refundable feeof1.90%perannum30 June 2014,a non-refundablefeein respectofeachBankGuaranteeof50%ofthe applicable BankGuarantee Margin,calculated on theFace Value ofthe Bank Guarantee, payable ona pro-rata basis halfyearlyin arrears,with the first payment duesixmonths

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after the relevantFunding Date ofthe Bank Guarantee,and subsequentpayments due everysixmonths thereafteruntiltheBank GuaranteeMaturesorExpires oris cancelled.This feewillbe calculated on theactualnumberofdays elapsedand on the basis ofa365 day year;and

(f) Bank Guarantee issuancefee: a non-refundable feein respectofeachBank Guarantee of50% ofthe applicableBankGuaranteeMargin0.95%calculated on theFace Value oftheBank Guarantee(or$125 whicheveris greater),payable on therelevantFunding Date ofthe Bank Guarantee.

9.2 Records

TheBorrowermustensure thateach TransactionParty:

(a) prepares and keepsbooks,accounts and otherrecordsin accordancewith thelaw andAccounting Standards;and

(b) on demand,makes the same availableforinspection and copying by theBank.

9.3 FinancialStatementsand otherfinancialinformation

TheBorrowermustgive to the Bank:

(a) aAnnualFinancialStatements:as soon as practicable,and in anyevent within 120 daysafter the end ofeachFinancialYear theconsolidated audited FinancialStatements ofthe ReadingEntertainmentAustralia GroupforthatFinancialYear;

(b) Quarterly FinancialStatements:assoon as practicable,andin anyevent within45 days afterthe end ofeach Quarter(otherthantheQuarter ending 31 December)the consolidated unaudited FinancialStatements of theReading EntertainmentAustraliaGroupforthatQuarter(showing both actualand budgetfigures);

(c) groupstructure diagram:within 120 days aftertheend ofeachFinancialYear,agroup structurediagramin relationto ReadingInternationalInc.and the Reading EntertainmentAustralia Groupwhichlists allthe then GroupMembersand which containssuch otherinformation in relation to the legalrelationship betweenReadingInternationalInc.and the Reading EntertainmentAustraliaGroupMembers as theBank reasonably requires;

(d) budget:assoon as practicable,and in any eventbefore31 Marchfor eachFinancialYear,a consolidated budgetforthe ReadingEntertainmentAustralia Groupforthe current FinancialYearshowing thebudgetedprofitand loss,balancesheetand cash flowforthe ReadingEntertainmentAustralia Groupand such othermatterscustomarily dealtwithin such budgets;

(e) ParentSubordinationAgreement:as soon as practicable,and in anyeventbyno later than 30 November2023(orsuch laterdate as agreedby the Bank inwritinginits absolute discretion):

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(i) a fullyexecuted originalcopy ofthe ParentSubordinationAgreement,dulyexecutedby the Borrowerand the Parent;and

(ii) a legalopinion fromtheBorrower’sUS counsel,addressed to theLender,in relation to the due execution ofthe ParentSubordination Agreementby the Parent,

each in aform and substance which isacceptable tothe Lender in itsabsolute discretion.

(d)(f)otherfinancialinformation:promptly on reasonable noticefromtheBank,such additionalinformation in relation to the financialcondition andthe operations ofthe Borrower and each otherTransaction Party as theBankreasonably requestsfromtime to time.

TheBorrowermustensure thatall FinancialStatementsgiven to the Bankunderthe Transaction Documents areprepared inaccordancewiththeCorporations Act and theAccounting Standards.

Ifafterthe date ofthis documentthere is a change in the accounting principlesorpractices referred to inthe definition of'Accounting Standards' and the Bankorthe Borrowerreasonably considersthat,ifthe changewereto apply forthepurposes ofthis document, the changewould havea materialeffecton theFinancialStatements orthe calculation ofthe financialratios inclause9.8,theBank and theBorrowershallendeavourto agreemutually acceptable changesto this documentso thatthe accounting change canbe adopted forthepurposes ofthis document.

9.4 Adjustmentsfor AASB 16

(a) The parties acknowledge that:

(i) AASB 16 took effecton and from  1 January2019,which changedoreliminated the distinction betweenoperating leases and financeleases;and

(ii) the parties are continuingto assess the potentialeffectofAASB16on the calculation of the financialratios referred to inclause

9.8 and the related definitions.

(b) Foreach CalculationDateoccurring onorpriorto 31December2021:

(i) the financialratios referred to inclause 9.8 and the relateddefinitions will be calculated ignoring any changesfollowing AASB16 taking effecton1 January2019;and

(ii) the Company mustprovide withits FinancialStatementsand otherfinancialinformation any reconciliation statements (audited,whereapplicable)necessaryto enable the financialratiosinclause 9.8and the related definitionsto be calculated in accordancewithclause 9.4(b)(i).

(c) If, in the reasonable opinion ofthe BorrowerortheBank,atany time after31 December2021,taking into accountthe AASB 16 changeswhencalculating the financialratios referred to inclause 9.8 and the related

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definitions wouldmaterially alterthe effectof,orthecalculation of,thosefinancialratios orrelated definitions,the Borrowerand the Bank willnegotiate in good faith to amend the relevantundertakings and definitionsso thatthey have an effectcomparable to thatasifthe AASB 16 changesdid notapply.

9.5 Otherinformation

TheBorrowermustgive to the Bank:

(a) other information:on reasonable notice fromthe Bank,any otherinformationin the possession orunderthe control ofa Transaction Partywhichin the Bank’s reasonable opinionisnecessaryto verifytheBorrower’s compliance withany TransactionDocument;

(b) AnnualComplianceCertificate:assoon aspracticable,and in anyevent within 120 daysafter the end ofeach FinancialYear,an AnnualCompliance Certificate forthatFinancialYear signedbyatleastonedirectorofthe Borrower;

(c) InterimCompliance Certificate:assoon aspracticable,and in anyevent within45 days afterthe end ofeach Quarter(otherthantheQuarterending 31 December) an InterimCompliance Certificate fortheprevious 12 monthssignedbyatleastone directorofthe Borrower;

(d) tenancy schedule:as soon as practicable,and in any eventwithin 120daysofthe end ofeach FinancialYearan updated tenancy schedule foreach Freehold Property,including (withoutlimitation)the following details:

(i) the name ofeach tenant;

(ii) arealetby each tenant;

(iii) currentpassing rentpaidby each tenant;

(iv) the lease startdate;

(v) the lease term;

(vi) the leasematuritydate;

(vii) the option term(ifany);

(viii) rentreviewdetails;and

(ix) any othermaterial orspecialclausesorconditions;

(e) Valuations:on demand (providedthatnomore thanone demandismade in a FinancialYearand the Bank reasonablyconsiders that therehas been amaterialdevaluationofthe freehold andleaseholdinterestssubjectto the CollateralSecurity),andin anyeventby31 July2021 andevery36months thereafter,a Valuationin respectofeach FreeholdProperty and leasehold interestthatis subjectto theCollateralSecurity.Each Valuationisto beatthe Borrower’s expense,addressed to theBank, conducted byan ApprovedValuerand inaformand substance(otherthan asto value)reasonablysatisfactoryto the Bank;

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(f) details of any proceeding:fulldetails ofany litigation,arbitration,administrative proceedingornative title claimwhichaffects a TransactionParty andwhich has or the adverse determination of which would belikely to have aMaterialAdverseEffect,assoon asitis commenced ortothe knowledge oftheBorroweris threatened;and

(g) claims:on being notifiedofit,fulldetails of any eventwhich entitles theBorrower orthe Bank to claimmore than$1,000,000undertheInsurances.

9.6 Other financialundertakings

Each Transaction Partymustensure that:

(a) negativepledge:no Encumbrances existon its property,exceptPermittedEncumbrances;

(b) permitted financialtransactions:itdoes not,withoutthe priorwrittenconsentofthe Bank:

(i) incurany FinancialIndebtedness exceptPermittedFinancialIndebtedness;

(ii) provide any financialaccommodation (excluding trade creditin theordinarycourse ofbusiness) exceptPermittedFinancialAccommodation;

(c) disposals:mustnotdispose ofanyofits assets,eitherina singletransaction orina series oftransactions whetherrelated ornotandwhethervoluntaryorinvoluntary,except Permitted Disposals;

(d) mergers:a Transaction Partydoes not:

(i) enterinto anymerger,reconstruction oramalgamation;or

(ii) acquire any property or businessormake any investmentiftheproperty,business orinvestmentis substantialin relation to therelevantTransactionParty,

ifitwould have orbelikelyto have aMaterialAdverse Effect;

(e) maintainstatus:itdoes everything necessarytomaintain its corporateexistencein good standing and:

(i) ensures thatithas the rightand is properly qualifiedto conductitsbusiness in allrelevantjurisdictions;and

(ii) obtains and maintains allAuthorisationsnecessaryforthe conductofits business;

(iii) comply with alllaws affecting itorits business in allrelevantjurisdictions

(f) Distributions: itmustnotmake any Distribution except  a PermittedDistribution;

(g) Taxes:must

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(i) promptly paywhen they become due forpayment (or reimbursethe Bank on demandfor)allTaxes payable byitfromtime to timeotherthanTaxes being contested in good faith where ithasmadeadequate provisioning;

(ii) nottransferany Tax losses to any personotherthanto theBorrower in connectionwith the preparation ofconsolidated annualFinancialStatements orinconnectionwith the ReadingEntertainmentAustralia Group's tax consolidation arrangements;and

(iii) notbecome amemberofa consolidated group for the purposes ofPart3-90 ofthe Income Tax AssessmentAct1936and theIncomeTax Act1997including any amendments thereto (includinganyamendmentsmade by theNewBusiness Tax (Consolidation Act(No.1))2002and theNewBusinessTaxSystem(Consolidation,ValueShifting,Damagesand otherMeasures)Act2002) otherthan in accordance with  aTax SharingAgreement or otherwise onterms approved by theBank;

(h) Guarantor coverage:

(i) Subjectto paragraph (ii),the Borrowershallensurethatatalltimes:

(A) the aggregate oftotalassets (calculated on the same basisas totalassets ofthe Reading EntertainmentAustraliaGroup) ofthe Guarantorsrepresents atleast90 percentoftotalassets oftheReading EntertainmentAustraliaGroup;and

(B) the aggregate EBITDAofthe Guarantors(calculated on thesame basis as EBITDA ofthe Reading EntertainmentAustralia Group) represents atleast90percentofEBITDAofthe Reading EntertainmentAustralia Group;

(C) anymemberofthe Reading EntertainmentAustralia Groupwhich contributes 5percentofmoreofEBITDA oftheReading EntertainmentAustralia Groupisa Guarantor;and

(D) anymemberofthe Reading EntertainmentAustralia Groupwhich holds intellectualproperty which the Bank considerstobe materialto the operations ofthe Reading EntertainmentAustralia Group is a Guarantor

(and in each case the figures forthe Guarantorswillbe calculatedonan unconsolidated basis and excluding allintra-ReadingEntertainmentAustralia Groupitems and investments inSubsidiaries);and

(ii) where an entity becomesa memberofthe Reading EntertainmentAustralia and is required to become a Guarantorto comply withparagraph (i),the Borrower shallensure:

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(A) the entity becomesanAdditionalGuarantorby executingaGuarantorAccession Deed;

(B) the entity executes a generalsecurityagreementoverallitsassets in favour ofthe Bank,inform and substanceconsistentwith the generalsecurity agreements previouslyexecuted by the otherGuarantors;and

(C) provides theBankwith any documents orevidence inrelation to the entity as the Bank may reasonably considernecessaryin respectofthe entering into,validity andenforceability ofthe accession documents,

as soon as reasonably practicable andinanyeventwithin 45 days.

Provided the Borrowercomplieswith this paragraph(ii),theBorrowerwillnotbein breach ofparagraph(i) by reason only thatthe entity is nota Guarantor.

(i) Major developments:in respectofanymajordevelopmentprojects tobe undertakenby the Transaction Parties(thatareoutside ofthebudgeted capitalexpenditurethathas been disclosed to the Bank):

(i) the Bank is providedwithdevelopmentbudgetsandotherinformation reasonably requested by the Bank;and

(j) Major acquisitions:in respectto anyacquisitionsorinvestments inassets to be undertaken by the Transaction Parties,the Bank’swrittenconsentis obtained for(andpriorto)the purchase of:

(i) any freehold titleor ground lease with a remaining tenor of25yearsormoreand a considerationgreater than $50,000,000;and

(ii) the purchase ofany otheroperating business assetswith aconsiderationgreaterthan$25,000,000.

(k) ManagementFees:no ManagementFees arepaid except:

(i) aonce offpaymentof$2,000,000 paid onorbefore31 December2020;

(ii) aonce offpaymentof$2,000,000 paid onoraround 31 January2021,subjectto:

(A) the Borrowerproviding consolidated unaudited financialforecaststatements (including, profitand loss statements,balancesheetsand cashflowstatements)forthe ReadingEntertainmentAustralia Group,forthe quartersending on31March2021 and 30 June2021,including any commentaryon the following assumptions:

(1) withdrawalofJobKeepergovernmentsupport;and (2)rentalpaymentreliefprovided byrelevantlandlords;

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(B) the Borrowerproviding confirmation to the Bankthattheminimumforecasted cashbalanceis equal to orgreaterthan

$6,000,000 foreach month forthe period to 30 June2021;

(C) the Borrowerproviding confirmation to theBankthattheforecastedmonthlycashflowposition ispositiveforeachmonth forthe period to 30June 2021;and

(D) no EventofDefaultsubsisting;

(iii)(i)atany time onorpriorto the RelevantDate,with the Bank’s priorwritten consent;and

(iv)(ii)atany time afterthe Relevant Date,ifno EventofDefaultsubsistsand provided thatthe aggregateamountofManagementFeespaid perFinancialYeardoes notexceed $5,000,000.

(l) Preservationandprotection of Security:itdoes everything necessaryorreasonably required by the Bankto:

(i) keep theSecured Property in good repairandin good workingorder;

(ii) promptly paywhen they become due forpayment (or reimbursethe Bank on demandfor)allTaxes payable in respectoftheSecured Property;

(iii) preserve and protectthe value ofthe Secured Propertyasawhole;and

(m) protectand enforceits titleand the Bank’s titleasmortgagee to theSecured Property.

9.7 Insurance

(a) Subjectto the provisions ofthe Transaction Documents,theBorrowermust effectandmaintain insurance overand in relation to the SecuredProperty,the business operationsofthe Group(including businessinterruption)and forpublicliability with insurers,foramounts,againstrisks and on terms and conditions:

(i) thatthe Bank reasonably requires;or

(ii) ifthe Bank does notnotifytheBorrower ofits requirements,thataprudentand reasonable ownerofthe Secured Propertywouldeffectand maintain,including insuranceforfullreplacement valueona reinstatementbasis.

(b) Subjectto the provisions ofthe Transaction Documents,theBorrowermust give to the Bank ondemand a certificate in formand substancesatisfactoryto theBankfromtheinsurerto the effectthatthe requiredInsurances arecurrentand no premium isoverdue.

9.8 Financial ratios

(a) TheBorrowermustensure that:

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(i) FixedCharges CoverRatio:

(A) at30September2021,the FixedCharges CoverRatio fortheCalculation Period ending on thatdate isnotlessthan2.0times (provided that,forthe purposes ofthis clause9.8(a)(i)(A)only,“CalculationPeriod”shall be the periodof nine (9)months ending onthatdate);

(B) at31 March2022,the Fixed ChargesCoverRatio for theCalculation Period ending on the relevantdateisnotlessthan1.25 times (provided that,forthe purposesofthisclause 9.8(a)(i)(B)only,“Calculation Period”shallbe theperiod ofthree(3)monthsending on the relevant date);

(C) at30June 2022,the Fixed ChargesCoverRatio fortheCalculation Period ending on the relevantdateisnotlessthan 1.50 times (provided that,forthe purposesofthisclause 9.8(a)(i)(C)only,“Calculation Period”shallbe theperiod ofthree(3)monthsending on the relevant date);and

(D) at30 September2022,the FixedCharges CoverRatio fortheCalculation Period ending on the relevantdate isnotlessthan1.50 times (provided that,forthe purposesofthisclause 9.8(a)(i)(D)only,“Calculation Period”shallbe theperiod ofthree(3)monthsending on the relevantdate);

(E) at31 December2022,theFixed ChargesCoverRatio fortheCalculation Period ending on the relevantdate isnotlessthan2.00 times (provided that,forthe purposesofthisclause 9.8(a)(i)(E)only,“Calculation Period”shallbe theperiod ofthree(3)monthsending on the relevantdate);

(F) at31 March 2023,the Fixed ChargesCoverRatio forCalculation Period ending on thatdate isnotlessthan2times;

(A) at30June 2023,the Fixed ChargesCoverRatio forCalculation Period ending on thatdate is notlessthan2times the Bank agreed towaiveitsrightto testthe FixedChargesCoverRatio onthatCalculationDateforthatCalculation Period,in accordance with the LetterofWaiver;

(B) at30 September2023,theFixed ChargesCoverRatio forCalculationPeriod ending on thatdate isnotlessthan2times the Bank agreed towaiveitsrightitsrightto testtheFixedCharges CoverRatio onthatCalculationDateforthatCalculation Period,in accordance with the LetterofWaiver;and

(C) ateachotherCalculationDate commencing31December2023,the Fixed ChargesCoverRatio for the CalculationPeriod ending on thatCalculationDateisnotless than1.75times.

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(G)ateach otherCalculationDate(other than30 June2020,30September2020 and 31December2020(withoutprejudice

to the Borrower’sobligationunderclause9.5(b)and9.5(c)in respectofthosedates)),the FixedChargesCoverRatioforthe Calculation Periodending on thatdate isnotlessthan2.00 times;

(ii) Leverage Ratio:

(A) at31 December 2021 theLeverageRatio forthe CalculationPeriod ending on thatdate islessthan orequal to 3.25 times(providedthat,forthe purposesofthis clause 9.8(a)(ii)(A)only,the “CalculationPeriod”shallbe the period ofthree(3)months ending on thatdate withAdjusted EBITDA tobecalculated onan annualised basis);

(B) at31 March2022 the LeverageRatio forthe CalculationPeriodending on thatdate islessthan orequal to 3.25 times(providedthat,forthe purposesofthis clause 9.8(a)(ii)(B)only,the “CalculationPeriod”shallbe the period ofsix (6)months ending on thatdate withAdjusted EBITDA tobecalculated onan annualised basis);

(C)(A)at30June 2023,the Bankagreedto waive itsrightto testthe LeverageRatioonthatCalculation DateforthatCalculationPeriod,in accordance with the LetterofWaiver;at30June 2022 the LeverageRatio fortheCalculationPeriod ending on thatdate islessthan orequal to 3.25 times(providedthat,forthe purposesofthisclause 9.8(a)(ii)(C)only,the “CalculationPeriod”shallbe the period of nine (9)months ending on thatdate withAdjusted EBITDA tobecalculated onan annualised basis);and

(B) at30 September2023,the Bankagreed to waiveitsrighttotestthe Leverage Ratio on thatCalculation DateforthatCalculation Period,in accordance with the LetterofWaiver;the Leverage Ratio forthe Calculation Period endingon thatdate islessthanor equal to 3.25 times;

(C) at31 December 2023,theLeverage Ratio forthe CalculationPeriod ending on thatdate islessthan orequalto 4 times;

(D) at31 March2024,the LeverageRatio forthe CalculationPeriod ending on thatdate islessthan orequalto 3.75times;

(D)(E)ateach otherCalculationDatecommencing 30June 2024,the Leverage Ratio forthe Calculation Periodending on thatCalculationDate islessthanorequalto3.25times(other than30 June2020,30September 2020,31December2020,31March2021.30 June2021and30September2021 inclusive(withoutprejudice to the

Borrower’sobligations underclauses 9.5(b)and9.5(c)in

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respectofthosedates)),the LeverageRatio fortheCalculation Period ending on thatdate islessthanor equalto 3.25 times;

(iii) Debt toDebt plus EquityRatio: ateachCalculationDate,theDebtto Debtplus EquityRatioforthe Calculation Period ending onthatdate is less than orequalto55%50%;

(iv) LoantoValueRatio:ateach Calculation Date,the Loan to ValueRatio forthe Calculation Period ending on thatdate is lessthanorequalto 70%;and

(iv)(v)MinimumLiquidity:theBorrower’sMinimumLiquidity isatleast

$5,000,000 atall times.

(b) A financialratio oramountto be determined underclause9.8(a)mustbetested ordeterminedby reference to themostrecently preparedFinancialStatements.The calculation ofanyamountsona consolidatedbasismustbemade in accordancewith the requirements oftheAccountingStandards relating to the consolidationofentities.

9.9 Environment

(a) EachTransaction Party mustensure thatatalltimesall practicalandreasonable steps thatcanbe takenand measuresand precautions thatcanbe adopted aretakenoradopted by each TransactionParty toensure that:

(i) all persons,things and activities ofanykindonorusing the Landcomply with allEnvironmentalLaws and any consent,permit,approval,licence,authorisation,certification, order or directiongranted orissued underany EnvironmentalLaw;

(ii) ifthere is any non-compliance with any EnvironmentalLaw oranyconsent,permit,approval,licence,authorisation,certification,orderordirection grantedorissued underanyEnvironmentalLaw:

(A) the impacton the Land and the environmentisminimised;and

(B) steps aretaken as quicklyas possible to rectify thenon-compliance, eliminateorreduce any liabilityarising fromthenon-compliance and to ensurethe non-compliance does notrecur;

(iii) itorany person on the Land does not:

(A) allowonto orpermitto existon the Land any Contaminant;or

(B) allow  a Contaminantto escape orbe releasedinto theenvironment,

ifto doso would be in breach ofanyEnvironmental Law orany consent,permit,approval,licence,authorisation,certification,orderordirection granted orissuedunder any

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EnvironmentalLaw orcould give rise to anorderordirectionbeing issued under any EnvironmentalLaw;and

(iv) ifany Contaminantis discovered onoraffecting the Land (otherthan  aContaminantwhichis safely stored in accordancewithlawfulauthority)or,without lawfulauthority,escapesoris releasedfromthe Land into the environment:

(A) the impacton the Land and the environmentisminimised;and

(B) steps aretaken as quicklyas possible to safely contain theContaminantand toremove the Contaminant fromtheenvironmentorthe Landor reduce the levels oftheContaminantto a levelrequired or recommendedbytherelevantGovernment Bodyas safe andin eithercase toeliminate orreduce anyliability arising fromthe Contaminantand do allthings necessary to restorethe Land and theenvironment.

(b) Ifthere isany non-complianceunder clauses 9.9(a)(i),(ii)or(iii)oranyContaminantisdiscoveredorthe Borrowerhas reason to believe thatthere is some Contaminant on the Land requiring action to be takenunderclause 9.9(a)(iv),the Borrowermustimmediately notify the Bank.

(c) Ifthere isorthe Bank hasreason to believe thatthere may be any

non-compliance under clauses9.9(a)(i),(ii)or(iii)orany Contaminantisdiscovered orthe Bank has reason to believe that there is someContaminanton the Landrequiring action to be taken under

clause 9.9(a)(iv),the Borrower,atthe requestofthe Bank,mustprocureand furnish to the Bank,ina formacceptable to theBank,anEnvironmentalAssessmentReportin relation to theLand and anyoperations conducted onit.

(d) TheBorrowerindemnifiesthe Bank fromand againstall:

(i) EnvironmentalLiability;and

(ii) damages,losses,outgoings,costs,charges orexpensessufferedorincurred by the Bankinrespectofanyaction, claim ordemandmade orbroughtinrespect oforotherwise arising from orinconnection with any breach ofany EnvironmentalLaw in relationto the Land.

(e) TheBorrowermustimmediately notify theBank of:

(i) the existence ofany Contaminantonoradjacentto oraffecting theLand;and

(ii) the receiptbyany Transaction Party ofany notice,orderordirection:

(A) to clean upanyContaminanton the Land;or

(B) alleging any breach ofEnvironmentalLaw.

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(f) Ifrequested by the Bank,the Borrowermustprovidethe Bankwith acopyofeach environmentalconsent,permit,approval,licence,authorisation,certification,orderand direction relating to the Landtogetherwith confirmationthat:

(i) itis complyingwith the terms and conditionsofeachconsent,permit,approval,licence,authorisation,certification,orderanddirection;and

(ii) ithas renewed each consent,permit,approval,licence,authorisation,certification,orderand direction as appropriate.

(g) TheBorrowermust:

(i) when reasonably requiredby the Bank,obtainorpermitthe Bankto obtainan EnvironmentalAssessmentReportfromapersonapproved by theBank in relation to the Land;and

(ii) promptly comply with any reasonable recommendation containedinanyEnvironmentalAssessmentReportrelating to compliancewithEnvironmentalLaw inrelation to the Land and obtain anyconsent,permit,approval,licence,authorisation,certification,orderand direction required in orderto comply withthatrecommendation.

9.10 Nodefault

TheBorrowermustensure thatan EventofDefaultdoes notoccur.

9.11 Obligations ofTrustees

Ifa Transaction Party isaTrustee theBorrowermustensure thatit:

(a) ensures thatthepropertyofthe Trustisnotmixedwith any otherproperty;

(b) complies with itsobligations as trustee ofthe Trust;

(c) does notrelease,dispose oforotherwise prejudice its rightof indemnityagainst,and equitable lienover,the property ofthe Trustandits rightofindemnity (ifany)againstthe beneficiaries ofthe Trustinrelation to anymoney owing to theBank;

(d) atthe Bank’s request:

(i) exercisesits rightof indemnity against,and equitable lien over,theproperty ofthe Trustand its rightofindemnity (if any) againstthebeneficiaries ofthe Trustin relation to anymoney owingto theBank;and

(ii) assigns to the Bank thoseindemnities and thatequitable lien andotherwise facilitates the subrogation oftheBank tothoseindemnities and thatequitable lien;

(e) does not,ifthe Trustisaunittrust,consentto orregisterthe transfer ofunits in the Trustorcancel,repurchase,redeem orissue any units in theTrust;

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(f) ensures that:

(i) anotherpersonisnotappointed as trustee ofthe Trust;

(ii) the Trustis notterminatedorits terms varied;

(iii) the Trustee does notresign and is notremoved orreplaced astrustee ofthe Trust;

(iv) the property ofthe Trustisnotresettled;

(v) the capital ofthe property ofthe Trustisnotdistributed atanytime;and

(vi) income ofthe Trustis notdistributed to anyone otherthan  aTransaction Partywhile an EventofDefaultorPotentialEventofDefaultsubsists;

(g) prepares and keepsfulland true records and booksofaccounts oftheTrustandmakes themavailable forinspection andcopying bythe Bankon demand;and

(h) does notdefaultin performing orobservingits obligationsundertheTransaction Documents.

9.12 Release for PermittedDisposals

TheBankmuston requestfrom(and atthe costof)a Transaction Partyrelease fromthe CollateralSecuritythatpartofthe Secured Property thatisthesubjectofa Permitted Disposal(otherthan  aPermitted Disposal ofthe kindreferred to in paragraph (a) ofthatterm's definition).

9.13 Net Sale Proceeds

Each Transaction Party must,in relation to the NetSale Proceeds,ensure thatReading EntertainmentAustralia Groupretains:

(a) an amountequal to $15,000,000,subjecttoclause9.6(f);and (b)sufficientfundsto payanyTaxes(includingcapitalgainstax).

10 EventsofDefault

10.1 Nature

Each of the followingisanEventofDefault(whetherornotcausedby anythingoutside the control ofanyTransaction Party):

(a) non-payment:a Transaction Party does notpayonthe due date anyprincipal,interestand feesdue forpaymentbyitundera TransactionDocumentin accordancewith the relevantTransaction Documentunlessthe Bank is satisfied thatthe sole reason forsuchfailure to payis causedby administrative or technicalerrorin the banking systemgenerally whichis beyondthe controlofthatTransaction Party and paymentismadewithin 2Business Days afterits due date;

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(b) other non-compliance:(subjectto clause 10.6 in the case ofa failureto comply with a FinancialRatio otherthantheFixed ChargesCoverRatio)a Transaction Partydoes notcomplywith anyotherobligationundera TransactionDocument and ifthatdefaultiscapable ofrectification:

(i) itisnotrectifiedwithin 10Business Days (orany otherlongerperiod agreed by theBank)afterits occurrence;or

(ii) the Transaction Party does notduring thatperiod take allactionwhichin theBank’s reasonableopinionis necessaryto rectify thatdefault;

(c) untrue warranty:a representation,warranty orstatementmade ordeemed to bemade byaTransactionPartyina TransactionDocument isuntrue ormisleading in any materialrespectora replybya TransactionPartyto a requisitionmadeby,oron behalf of,the Bank is untrue ormisleading in anymaterialrespect;

(d) voiddocument:a TransactionDocumentis void,voidable orotherwiseunenforceable by theBankoris claimed to besobya Transaction Party;

(e) compliance unlawful:itis unlawfulfora Transaction Party to complywith any ofits obligationsundera Transaction Documentoritis claimedto besobya TransactionParty;

(f) loss of priority:a Security Interestcreated byorpurportedly created bya CollateralSecuritydoesnothave orceases to have the priority whichitpurports to have underthe relevantTransactionDocumentor becomesineffectiveto securethe paymentofthemoney orcompliancewith theobligations whichitpurports to secure,otherwise thanbyanyactoftheBank;

(g) Insolvency Event:an Insolvency Eventoccursin relation to aTransaction Party;

(h) authorisationceasing:an Authorisation from  a GovernmentBodynecessaryto enable:

(i) a Transaction Party to complywithits obligations under aTransaction Documentorcarry on its principalbusiness oractivity;

(ii) a Transaction Party to carry on its principalbusinessoractivity;or

(iii) the Bank to exercise its rights undera TransactionDocument,is withheld orceases to bein fullforceand effect and,in the case of

clause10.1(h)(i),would have a MaterialAdverse Effect;

(i) MaterialAdverse Effect:aneventorseries ofevents whetherrelated ornot,including anymaterial adverse change in the property orfinancialcondition ofa TransactionParty,occurswhich has aMaterialAdverseEffect;

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(j) crossdefault:

(i) FinancialIndebtedness(otherthanExcludedFinancialIndebtedness)ofa Transaction Party in excess of $500,000becomes due forpaymentbeforeits statedmaturity otherthan bythe exercise ofanoptionofthe Transaction Party to payitbeforeits maturity;

(ii) a Transaction Party fails topay whendue forpayment(orwithinany applicable grace period) any FinancialIndebtedness(otherthanExcludedFinancialIndebtedness) in excess of $500,000;

(iii) an obligation bya personto a Transaction Party to providefinancialaccommodationorto acquire orunderwriteFinancialIndebtedness (otherthanExcluded FinancialIndebtedness)inexcess of$500,000 ceases beforeits statedmaturity otherthan bythe exercise ofanoptionofthe Transaction Party to cancelthatobligation;or

(iv) a marketable securityissued bya TransactionPartyand having aface value over$500,000is required to beredeemedorrepurchased beforeits stated maturityotherthanby the exerciseofan option ofthe issuerto redeem orrepurchase;

(k) cessationofbusiness:a Transaction Party ceases orthreatens tocease to carry on its business ora substantial partof its business;

(l) enforcement of otherSecurity:apersonwho holds a Securityoverproperty ofa TransactionParty exercises a rightunderthatSecurityagainstthe property to recover anymoney the paymentofwhich issecured by thatSecurity or enforce any otherobligation the compliancewithwhichis secured byit;

(m) undertaking:an undertaking given to theBank (orits lawyers)byoronbehalfofa Transaction Party (orits lawyers)isnothonoured inaccordance with its terms and ifcapable ofrectification,isnotrectifiedwithin three BusinessDays (orany otherlonger period agreed by theBank)afterits occurrence;

(n) reductionof capital:ifa TransactionParty isa corporation:

(i) itreduces ortakes any action to reduce its capitalotherthan bythe redemption ofredeemable preference shares;

(ii) itpasses ortakes any action to passa resolution ofthe typereferred to in section 254N oftheCorporationsAct;

(iii) it:

(A) buysortakes any action tobuy,or

(B) financially assists (within the meaning ofsection260A oftheCorporations Act)ortakesany action to financially assistanyperson to acquire,

sharesin itselforina holdingcompany ofit,

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(o) investigation:ifa TransactionParty isa corporation,an investigation isinstituted undertheCorporationsActorotherlegislation into,oraninspectoris appointed to investigate,its affairs,which would have aMaterialAdverseEffect;

(p) environmentalclaim:a GovernmentBodytakes any action,there isalegallyvalid claim orthereisa  legally enforceablerequirementforexpenditure orforcessation oralteration ofactivityunder anEnvironmentalLaw,which,in thereasonable opinionofthe Bank,wouldhavea MaterialAdverseEffect;

(q) Trust:ifa TransactionParty isa Trustee:

(i) the Trustee ceases to be thetrustee orthe only trustee oftheTrustorany actionis taken forthe removal ofthe Trustee astrustee ofthe Trust,orforthe appointmentofanother person astrustee in addition to the Trustee;

(ii) an application ororderis soughtormade in any court,which isnotwithdrawn or dismissed within tenBusiness Days,for:

(A) the property ofthe Trust tobe administered by the court;or

(B) an accountto be taken inrelation to the Trust;or

(iii) non-compliance by the Trustee with its obligationsas trusteeunderthe TrustDeedwhich hasa MaterialAdverseEffect.

10.2 Effect ofEventof Default

(a) IfanEventofDefaultsubsists theBankmay atanytime by notice to theBorrowerdo any orall ofthe following:

(i) cancelFacility:cancelany orall ofthe Facilities oranypartofaFacility,specified in the notice;

(ii) accelerate:make somuch ofthe Outstanding Accommodationwhichisnotthenimmediately due and payable,any unpaidaccrued interestorfees and any othermoney owing bytheBorrowerto the Bank in relation to the TransactionDocumentseither:

(A) payable on demand;or

(B) immediately due forpayment;

(iii) Notused

(iv) Bank Guarantees:

(A) by notice to the Borrowerrequire the Borrower to payimmediately to theBank the aggregateofthe FaceValuesforallCurrent Bank Guarantees asatthe date ofthenotice,togetherwith any unpaidaccrued interestorfees and anyothermoney (including allIndemnity Amounts) owingby theBorrower to the Bankin relation to the TransactionDocuments;

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(B) pay the Beneficiaries ofanyone ormoreoftheCurrent BankGuarantees the amountagreed between theBankand therelevantBeneficiary sufficient to obtainfromthe Beneficiaryan unconditionalrelease of the Bank’s obligations undertherelevantBank Guaranteeon terms satisfactoryto the Bank(acting reasonably).

(v) engage consultants:atthe costofthe Borrower,appoint (orrequire the Borrower to appoint)such accountancy,financialmanagementand otherconsultants as the Bankmay nominate toinvestigate the business affairs and financialcondition ofanyTransaction Party and whethereachTransaction Party hascomplied with each TransactionDocumentto whichitisa partyand tomake recommendations relatingto the mannerin which theTransaction Party carrieson its business.Each Transaction Partyagrees to provide allassistanceand information required by theconsultants (includingmaking allfinancialrecordsavailable andgiving access to allpremises and records)to enable theconsultants to conducttheir examination promptly,completelyandaccurately.NoTransaction Party isobliged to accepttherecommendations ofany consultant,and theBank willassume noliabilitywith respectto anyactions aTransaction Party takes,ordoes nottake,asa resultofthoserecommendations; or

(vi) treasury related transactions:ifthere areany HedgingTransactions ortreasury related transactionsin existencebetweenthe Bank and theBorrower (OpenPositions)then:

(A) the Bank may close outthe OpenPositions,by entering intoopposite positions forthebalance ofthe unexpired term,orbysuch othermeans asmay beusual in the relevantmarket.Any such close outmustbeatmarketratesprevailing atthe time;

(B) any costsincurred by theBank in closing outOpenPositionsmustbe paid by theBorrower to the Bank immediately upondemand by the Bank;

(C) any gain derived fromthe closing outofthe OpenPositionswillbe credited to theBorrowerand setoffagainsttheAmountOwing;and

(D) the Bank willgive theBorrowerreasonable particulars ofthemanner ofclose outofthe OpenPositions and the basis ofcalculation ofanyamounts payable byorto the relevantBorrower arising fromthatclose out.

(b) On receiptofa notice under clause 10.2(a)(ii)(A)or10.2(a)(ii)(B),theBorrowermust immediatelypayin fullthe amountsreferred to in thatnotice.

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10.3 Cash Cover AccountregardingBankGuarantees

(a) TheBankmustcreditso much ofthemoney paidby the Borrower underclause10.2(a)(iv)(A)which theBank appropriates towards the FaceValues ofCurrentBank Guarantees to an accountmaintained by theBankforthis purpose (Cash CoverAccount).

(b) The following provisions apply to theCash CoverAccount:

(i) the accountwill be inthe name ofthe Borrower;

(ii) despite the CashCoverAccountbeing in the nameoftheBorrower,untilthe Release Date themoney heldin the accountisnotowed by the Bank to the Borrower and the Borrowerisnotentitled to withdraw orbepaid anyofthatmoney (includinginterestcredited to the account);

(iii) the Bank mustcreditto the accountinterestatthe Cash CoverRate fromtime to time and thatinterestwill be credited to theaccountmonthly andon the ReleaseDate;and

(iv) withoutlimitingthis clause 10.3,the Bank may apply any amountsfromtime to time heldinthe accounttowardspaymentofanyamounts due and payablefromtime to time to theBankunderanyTransaction Document.

(c) On the Release Date,theBankmustpay to the Borrowerthecreditbalance oftheCashCover Account.

10.4 Review Events

Each ofthe followingisaReviewEvent(whetherornotcaused by anythingoutside the control ofanyTransaction Party):

(a) there isan Insolvency Event in respectofReading InternationalInc; and

(b) a ChangeofControloccurs in relation to any Transaction Party.

10.5 Reviews

(a) In addition to anyother reviewrights the Bank has under this document,the Bank may conducta review ofany Facilityfollowing  aReviewEvent.

(b) Ifa ReviewEventhas occurred,then,atany time orfromtime to time:

(i) the Bank may change anyofthe conditions applyingto the Facilityincluding,butnotlimited to, increasing orotherwisevarying thefees payable in connection with theFacility;and/or

(ii) the Bank may terminate the Facility.Ifthe Bank terminates theFacility,the TerminationDate occurs on the date 30days afterthedate the Bank notifies theBorrower thatitwishes to terminate theFacility.

(c) TheBankmay notchangeanyofthe conditions applying to the Facilityunless ithas firstgiven 30days priornotice to the Borrower oftheintendedchange.

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(d) Ifthe Bank gives notice ofany changeto the conditions ofanyFacilityand theBorrower refusesto acceptthe changes beforethe end oftheperiod ofnotice,then atthe end ofthatperiod,the Facilitywillbecomerepayable within 30 daysofany demand by theBank.

(e) Nothingin this clause affects the Bank’s rights ifanyEventofDefaultoccurs.

10.6 Equity Cure

(a) Ifabreachofa FinancialRatio (otherthantheFixed ChargesCoverRatio) occurs,the Borrowerwillhave the rightsubjectto clause10.6(b)to curethe breach by procuring additional Subordinated Debtoran equitycontribution by way ofsubscription fornewshares inthe Borrower(oracombination ofboth)in anamountsufficientto curethe breachwhenapplied in prepaymentofthe OutstandingAccommodation(Equity Cure).

(b) Equity Curemay notbe used:

(i) more than 3times during the term ofthe Facilities;or

(ii) in respectofbreach ofa FinancialRatio onaCalculationDate,where EquityCurehas been used to curea breachon thepreceding CalculationDate.

(c) TheBorrowermustnotify the Bank ofits intention toprovide anEquityCureand effectthe EquityCure,within 10 BusinessDays ofthe deliveryofthe Compliance Certificate thatidentifiedthe breach.

(d) The amountofanEquityCurewill be deemed to beappliedasofthe firstdayofthe relevanttestperiod in prepaymentofthe OutstandingAccommodation.The breach ofthe FinancialRatio willbe takento havebeen cured immediately uponthe requisite proceeds being appliedinprepaymentand the Borrowerconfirming to the Bank thatthe amountprepaidwhen the FinancialRatiois recalculated issufficientto ensurethatthe relevantFinancialRatioismet.

(e) Notwithstandingclause 10.6(d),any EquityCurewill be disregardedwhen calculating the LeverageRatioforthe purposes ofdetermining theMargin.

11 Costsandexpenses

11.1 Interpretation

A reference to “costs andexpenses”ina Transaction Documentincludes legalcosts and expenseson a fullindemnity basis.

11.2 Nature

TheBorrowermustondemand pay andifpaid by the Bank reimburse to theBank:

(a) theBank’s reasonable costs and expenses relating to:

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(i) any Valuation obtained forthe purposes ofany TransactionDocument;

(ii) the negotiation,preparation,execution,stamping and registrationofthe Transaction Documents orany documentcontemplated bythem;

(iii) any consent,requestforconsent(whetherornotgiven),communication orwaiverofanyright,orthe variation,replacementordischarge ofany TransactionDocumentorany documentcontemplated by it;

(iv) the enforcementorattempted enforcementorthe preservation ofany rights ofthe Bank underthe Transaction Documents;

(v) the occurrence ofanyEventofDefaultorPotentialEventofDefault;and

(vi) the lodgmentorremovalof any Encumbranceon theSecuredProperty byany person;and

(b) subjectto clause 18.14(d),any Taxes and registration orotherfees(including finesand penalties relating to the Taxes and fees)which arepayable orare assessed bya relevantGovernmentBodyorotherpersonto be payable in relation to the Transaction Documents orany documentor transaction contemplated by them.

11.3 Remuneration

TheBank,any Receiverand anyAttorneymustbe remunerated by theBorrower forany servicesrendered bythemin relation to theenforcement ofany rightundertheTransactionDocuments.The rate ofthe remuneration andthe manner ofpaymentwill bethat determined bythe Bank,acting reasonably.

12 Indemnities

12.1 Nature

TheBorrower indemnifiestheBank on demandagainst any liability,loss,costorexpense (including Break Costs)caused orcontributed to by:

(a) any failure byany Transaction Party to comply withany obligation underany TransactionDocument;

(b) any EventofDefaultorPotentialEventofDefault;

(c) theenforcementorattempted enforcementofany rightby the Bank,anyReceiveroranyAttorneyunderthe Transaction Documents;

(d) anyDrawing requested bytheBorrowernotbeing granted by theBankforany reason otherthana defaultby theBank;

(e) any paymentnot being made bytheBorrower in accordancewith anyTransaction Document;or

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(f) anyactby the Bankin reliance onanycommunication purporting to befromtheBorrowerorto begivenon behalfoftheBorrower.

12.2 Representatives

TheBorrower indemnifieseachReceiverandAttorney and theirrespectiveRepresentatives and theRepresentatives oftheBank againstany liability,loss,costand expense caused by anything theBank isindemnified againstunderclause 12.1and the Bankholdsthe benefitofthis clause 12.2 on trustforthosepersons.

12.3 Currency deficiency

Ifthere isany deficiency between:

(a) an amountpayable bya TransactionParty undera TransactionDocumentwhich is received by the Bank in a currency otherthanthecurrency payable underthe Transaction Documentbecause ofajudgment,orderorotherwise;and

(b) the amountproduced by converting the paymentreceived fromthecurrencyinwhich itwas paid into the currency in which itwas agreedtobe paid eitherdirectly orthrough a currency otherthanthatinwhichitwas agreed to be paid,

the Borrowermustpay to the Bank the deficiencyand anyloss,costs orexpenses resulting fromit.

12.4 Independence andsurvival

Each indemnityinaTransactionDocumentisa continuing obligation,separateand independent fromthe otherobligations of the Borrower and survives thetermination ofthatTransactionDocument.

12.5 Accounting for transactions

(a) TheBorrower irrevocably authorises theBank to open such accounts astheBank requires in connectionwith a Facility.

(b) TheBorrower irrevocably authorisestheBank to debitfromany accountin the name oftheBorrower(including an accounttheBankopens in theBorrower’s name)any amountspayable by theBorrowerin relation tothatFacility oraccount,including interest,costs,Taxes,enforcementexpensesand any amount payable underan indemnity.

(c) IftheBorrowerauthorisesthe Bank to debitany amountfroman account,theBank can debitthatamountfromthat accounteven ifitcauses theaccountto become overdrawn.Alternatively,ifthereareinsufficientcleared funds in thataccount,theBorrower authorises the Bankto debitthat amount from any accountofthe Borrower theBank decides,including an accounttheBankopens in theBorrower’s name.

(d) WheretheBank debits anaccountin the name ofthe Borrower,openedby:

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(i) the Borrower,the Borrowermustpay the Bank interest(includingdefaultinterestifapplicable)onany debitbalance inaccordancewith the terms ofthataccount;

(ii) the Bank,the Borrowermustpay the Bank intereston theoverdrawn balanceofthataccountatthe OverdueRate applyingto the relevantFacility or,ifthere isnone,in accordance with theterms normally applied bytheBank to accounts ofthattype;or

(iii) eitherthe Borrower orthe Bank,the overdrawn balanceoftheaccountin excess ofthe applicable Facility Limitisimmediatelypayablewithoutfurthernotice.

(e) Unless otherwise provided,theBankmay apply any paymentunderorinconnection with this documenttowards satisfying obligations under thisdocumentas the Bank sees fit.

(f) Where theBank is authorised to debitan amountfrom an accountunderthis document,itcandoso withoutpriornotice.

12.6 Liability for RegulatoryEvents

(a) TheBorrower acknowledges thatthe Servicesmaybe interrupted,prevented,delayed orotherwise adversely affected bya RegulatoryEvent.

(b) To the extentpermitted byLaw:

(i) the Bank isnotliable forany loss incurred byaBorrower oranyotherperson ifan eventdescribed in clause 12.6(a)occurs,irrespective ofthe natureorcause ofthatloss,andtheBank hasno obligation to contestany RegulatoryEventorto mitigate itsimpacton the Borrower orthe Bank;and

(ii) the Borrower releases theBankfromallliability in connectionwithany loss incurred bya Borrowerorany otherpersonifaneventdescribed inclause 12.6(a) occurs.

(c) To the extentthattheBank’s liability cannotbe excluded,the Bank’sliabilityislimited to the costofhavingthe Service supplied again.

(d) TheBankmay use and disclose to any otherfinancialinstitution oragency,any information aboutanyBorrower,the Servicesorany personconnectedwith itorthe Services,forany purposewhich theBank,oranyotherfinancialinstitution,considersappropriate ornecessaryinconnection with anyRegulatoryEventorthe Services and thismay resultin information being transmitted overseas.

(e) TheBorrower agrees to provide information to the Bank aboutit,theServices orany person connected with itorthe Services on request,andto promptly procureany consents the Bank requiresto give effecttoclause12.6(d).

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13 GoodsandServicesTax

13.1 Taxable supply

(a) IfGST is payable by the Bank on any supply madeunder a TransactionDocument,theBorrowermustpay to theBank an amountequalto theGSTpayable on the supply.

(b) Thatamountmustbe paidatthe sametime thatthe consideration forthesupply is to be provided under the TransactionDocumentandmustbepaid in addition to the consideration expressed elsewhere intheTransaction Document.

(c) On receiving thatamountfromtheBorrower,the Bank mustprovide theBorrowerwith a tax invoice forthe supply.

13.2 Adjustmentevents

Ifan adjustmenteventarises in relation to a supply made by the Bank to theBorrower underaTransaction Document,a corresponding adjustmentmust bemade between theBank and the Borrower in relation to any amountpaid to theBank by theBorrowerunderclause13.1 and payments to give effectto theadjustmentmustbemade.

13.3 Payments

Ifthe Borrower is requiredundera TransactionDocumentto pay fororreimbursean expense oroutgoing of the Bank oris required to make apaymentunder anindemnityin relation to an expense oroutgoing oftheBank,the amountto be paid by the Borrower is the sumof:

(a) the amountofthe expense oroutgoing less any input tax creditin relationto thatexpense oroutgoing thatthe Bankis entitledto;and

(b) iftheBank’s recovery fromtheBorrower isin relation to a taxable supply,an amountequalto the GSTpayable by theBank inrelation to thatrecovery.

14 Increasedcosts

Ifthe Bank determines that:

(a) the costto itofproviding,funding ormaintaining theFacility is increased;

(b) an amountpayable to theBank orthe effective return to the Bank under aTransaction Documentis reduced;

(c) the effective returnto theBankunderany Transaction Documentasaproportion ofthe capital ofthe Bankis reduced;or

(d) theBank mustmake a paymentorforego any interestorotherreturncalculated by reference toany amountreceived orreceivable byitfromany TransactionParty under a Transaction Document,

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because of:

(e) any law,regulation orGovernmentBody directive orrequest(whetherornothaving the forceoflaw) introduced ormade afterthe date ofthisdocument,including thoserelating to taxation,capitaladequacy orreserve requirements orbanking ormonetarycontrols;or

(f) any change in the interpretation orapplication ofanyofthem,

the Borrowermust,within two BusinessDays afterademandby theBank,payto the Bank the amountwhich,in the Bank’s reasonable opinion,willcompensate theBank forthe increased cost,reduction,paymentorforegoneinterestorotherreturn.

15 Illegality

15.1 Prepayment

Ifbecauseofany changeafterthe date ofthis documentin:

(a) a law,regulation ora GovernmentBody directive orrequestwhich islegally enforceable or compliance with which is in accordancewith thepractice ofresponsibleBanks in the relevantjurisdiction;or

(b) the interpretation orapplication ofany ofthem,

the Bankdetermines thatitisoritwillbecome impossible orillegal orcontraryto thatGovernmentBodydirective or requestfor:

(c) theBank to fund,provideormaintain the Facilityorotherwise complywithits obligations underthe TransactionDocuments;or

(d) apersonfrom whomtheBank has raisedorproposes to raisemoneyinrelation to the Facility to fund,provide ormaintain that money,

the Borrowermust,within five BusinessDays afterreceiptofa notice fromtheBank to doso,pay the amountreferred to in clause 10.2(a)(ii)(A)or10.2(a)(ii)(B)asifthatnoticewerea notice underclause 10.2(a)(ii)(A)or10.2(a)(ii)(B).

15.2 Facilityterminated

TheBank’s obligation tomake Advances orDrawingsunderthis documentterminates on the giving of a notice underclause 15.1.

16 Guaranteeandindemnity

16.1 Guarantee

(a) Each Guarantorunconditionally and irrevocably guarantees the paymentto the Bankofthe GuaranteedMoney.

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(b) Ifthe Borrower does notpay the Guaranteed Moneyon time andinaccordance with theTransaction Documents,thenthe Guarantors agreeto pay the Guaranteed Money ondemand fromtheBank.

(c) A demandmaybemade atany time and fromtime to time andwhetherornottheBank orthe Bank hasmade demand ontheBorrower oranyotherTransaction Party.

16.2 Nature of guarantee

(a) The guarantee in clause 16.1 isa continuing obligation despite anyintervening payment,settlementorotherthing and extends to all oftheGuaranteed Money.

(b) As between each Guarantorand theBank (butwithoutaffecting theobligations ofany otherTransactionParty)each Guarantorisliableunderthis documentin relation to the Guaranteed Moneyasa sole and principaldebtorand notas surety.

16.3 Indemnity

(a) Each Guarantorindemnifies theBank againstany liability orloss arisingand any costs itsuffersorincurs:

(i) ifa Transaction Party does not, isnotobliged to oris unable to paythe Guaranteed Money inaccordance with theTransactionDocuments;

(ii) ifa Guarantoris notobliged to pay theBank an amountunder

clause 16;

(iii) ifthe Bank is obliged,oragrees,to payanamount to a trustee inbankruptcy orliquidator(ofan insolventperson)in connectionwitha paymentbya Transaction Party underorin connectionwith aTransaction Document;

(iv) ifa Guarantordefaults under the Guarantee in clause16.1;or

(v) in connectionwith any person exercising,ornotexercising,rightsunderthe Guaranteein clause 16.1.

(b) Each Guarantoragrees topay amounts due under this indemnityimmediately on demand fromtheBank.

16.4 Reinstatementof rights

(a) Following an Insolvency Eventin respectofa TransactionParty,a personmay claimthata transaction (including a payment)in connection with thisGuarantee orthe GuaranteedMoney is void orvoidable.

(b) Ifa claim ismadeand upheld,conceded orcomprised:

(i) the Bank is immediately entitledas againstthe Guarantorsto therights in respectofthe Guaranteed Money to whichitwas entitledimmediately beforethe transaction;and

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(ii) on requestfromtheBank,each Guarantoragrees to do anything(including signing any document)to restoreto the BankanySecurityInterest(including this Guarantee)held byitfromtheGuarantorsimmediately beforethe transaction.

16.5 Rights of theBankare protected

Rights given to theBank under this Guarantee (andeach Guarantor’s liabilitiesunderit)arenotaffected byanyactoromission by theBank orby anythingelsethat mightotherwiseaffectthemunderlaw orotherwise,including:

(a) the factthatitvariesornovates any agreementunderwhich theGuaranteed Money is expressed to be owing,suchasby increasing theFacility Limitorextending the term;

(b) the factthatitreleases any Transaction Party or givesita concession,suchasmoretime to pay;

(c) the factthata TransactionParty opens an accountwithit;

(d) the factthatitreleases,loses the benefitofordoesnotobtain anySecurityInterest;

(e) the factthatitdoes notregisterany SecurityInterestwhich could beregistered;

(f) the factthatitreleases any personwho gives a guarantee orindemnity inconnection with anyTransactionParty’s obligations (including underclause16.13);

(g) the factthataperson becomesa Guarantorafterthe date ofthisdocument(including underclause16.14);

(h) the factthe obligations ofany personwho guarantees any TransactionParty’s obligations (including underthis Guarantee)may notbeenforceable;

(i) the factthatanypersonwho was intended to guarantee anyTransactionParty’s obligations does notdosoordoes notdosoeffectively;

(j) changes in themembership,name orbusiness ofany person;or

(k) the factthataperson whoisa co-surety or co-indemnifier forpaymentofthe Guaranteed Money isdischarged underan agreementorbyoperation oflaw.

16.6 Nomerger

(a) This Guarantee does notmerge with oradversely affect, and is notadverselyaffected by,anyofthe following:

(i) any otherguarantee,indemnity,orSecurityInterest,orotherrightorremedy to which the Bank is entitled;or

(ii) a judgmentwhich theBank obtains againstthe Guarantorsinconnection with the GuaranteedMoney orany otheramountpayable under this Guarantee.

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(b) TheBankmay stillexercise rights underthis Guaranteeaswell as underthe judgment,otherguarantee,indemnity,Security Interest, orotherrightorremedy.

16.7 Extent ofGuarantor’sobligations

Ifmorethanone person isnamedas “Guarantor”,each of them isliable forallthe obligationsunderthisGuarantee both individuallyand jointly with any oneormore otherpersons named as “Guarantor”.

16.8 Guarantor’srightsaresuspended

As long as any ofthe GuaranteedMoney remains unpaid,the Guarantormaynot,withouttheBank’s consent:

(a) reduceits liability underthis Guarantee byclaimingthatitorany otherTransaction Party orany otherperson hasa rightofset-offorcounterclaimagainsttheBank;

(b) exercise any legalrightto claimto be entitled to thebenefitofanotherguarantee,indemnity,orSecurityInterestgiven inconnection with theGuaranteed Money oranyotheramountpayable underthis Guarantee;

(c) claim an amount fromanotherTransaction Party,oranotherguarantorofthe Guaranteed Money (including a person who has signed thisdocumentasa “Guarantor”),undera rightof indemnityin respectofthisguarantee;or

(d) claim an amountin the insolvency ofa Transaction Party orofanotherguarantorofthe Guaranteed Money (including a person who has signedthis documentasa “Guarantor”).

16.9 Guarantor’sright ofprooflimited

Each Guarantoragrees notto exercise a rightofproofafteraneventoccursrelating to the insolvencyofa Transaction Party oranotherguarantoroftheGuaranteed Money (including a person who has signedthis documentasa“Guarantor”)independently ofan attorney appointedunderclause16.12.

16.10 No set-off against assignees

Ifthe Bank assigns orotherwise deals with its rightsunderthis Guarantee,theGuarantorsmay notclaimagainstany assignee (orany otherpersonwho hasan interestin this Guarantee)any rightofset-offor otherrightthe Guarantorshave againstthe Bank.

16.11 Suspenseaccount

TheBankmay placeinasuspense accountany paymentitreceives fromtheGuarantorsifthereis currently an Insolvency Event,oran InsolvencyEventislikely to occur,in relation to any TransactionParty,butmustapply ittowardssatisfying the Guaranteed Moneywithinsixmonths unless thewinding upofthe relevantGuarantorhas commenced.

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16.12 Rightto prove

(a) The Guarantorirrevocablyappoints the Bank and each ofits AuthorisedRepresentatives individuallyas its attorney and agrees to formallyapprove allaction taken byan attorney underthisclause 16.

(b) Each attorneymay,atanytimewhile any Guaranteed Moneyisoutstanding:

(i) do anything which a Guarantormay lawfullydo to exercise theirrightofproofin respectofa Transaction Party afteran InsolvencyEventoccursin respectofsuch TransactionParty.These thingsmay be done in the Guarantor’sname orthe attorney’s name andthey include signing and delivering documents,taking partinlegalproceedings and receivingany dividends arising outofthe rightofproof;

(ii) delegatesits powers(including this power)andmay revoke  adelegation;and

(iii) exercise its powerseven ifthis involves a conflictofduty and evenifithasa personalinterestin doing so.

(c) The attorney need notaccountto a Guarantorforany dividend receivedon exercising the rightofproofunderclause 16.12(i)exceptto the extentthatany dividendremainsafterthe Bank has received all oftheGuaranteed Money and allotheramounts payable under the Guarantee.

16.13 Release of Guarantors

(a) TheBankmust,atthe Borrower’s cost,executeany releasedocumentation in respectoftheBank’s rights underclause 16.

(b) As between the Transaction Parties and theBank,the Bank is notobliged to consentto a releaseunless required to doby the terms ofanotherTransaction Document.

(c) The rights and obligationsofthe remaining GuarantorsundertheGuaranteein clause 16.1 willcontinuein fullforceand effectdespite therelease ofa Guarantorunderthisclause 16.13.

16.14 New Guarantors

Ifa Subsidiary ofany Transaction Party is required by the terms ofaTransaction Document to become a Guarantor,the Borrowermustensure thatsuch subsidiaryexecutesa GuarantorAccession Deed asa newTransactionParty.

16.15 Consideration

Each Guarantoracknowledgeshaving executed thisdocumentin returnfortheBank entering into theTransactionDocuments at the requestofthe Guarantorand othervaluable consideration.

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16.16 New Guarantors

(a) A person automatically becomes a party to this documentasa Guarantorand TransactionParty (afterthe date ofthis document)by signing anddelivering to theBanka GuarantorAccession Deedand doing anythingelsewhichtheBank reasonably requests to ensurethe enforceability ofthatperson’s obligations asa Guarantor.

(b) Each ofthe otherparties to his documentirrevocably appoints theBankas its agentto signon itsbehalfany GuarantorAccessionDeed.

(c) The execution ofa GuarantorAccessionDeed will notoperate to releaseany party fromits obligations underanyTransaction Document.

17 Attorney

17.1 Appointment

Ifand forsolongasan EventofDefaultoccurred and is continuing,theBorrower irrevocably appoints the Bankits attorney with the power:

(a) atany time to:

(i) do everything whichin theAttorney’s reasonable opinion isnecessaryorexpedientto enable the exercise ofany rightoftheBank in relation to the TransactionDocuments;

(ii) notused;

(iii) complete the TransactionDocuments towhich itis aparty;and

(iv) appointits directors,officers,employees and solicitorsassubstitutes and otherwise delegateits powers to anyofthem(exceptthis powerofdelegation);and

(b) atany time aftera notice is given under clause 10.2(a)(ii)(A) or10.2(a)(ii)(B),to doall actsand thingswhich theBorrower is obliged todo underthe TransactionDocuments orwhichinthe Attorney’s opinionarenecessaryorexpedient to enable the exercise ofany rightoftheBank inrelation to the TransactionDocuments.

17.2 Not used

17.3 General

(a) AnyAttorneymayexerciseany rightsolely forthe benefitoftheBank,even ifthe exercise oftherightconstitutes a conflictofinterestorduty.

(b) TheBorrower by this documentratifies anything doneornotdoneby theAttorney pursuantto the powerof attorney.

(c) The powerofattorney is granted:

(i) to secure the complianceby the Borrowerwithits obligations tothe Bank underthe TransactionDocuments and any proprietaryinterests ofthe Bank underthe TransactionDocuments;and

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(ii) forvaluable consideration(receiptofwhich is acknowledged)whichincludes entry into ofthis documentby theBank attheBorrower’s request.

18 General

18.1 Set-off

TheBankmay setoffany money due forpayment by theBank to the Borrower,whatsoever,including anymoney in any currencyheld bythe Bankfortheaccountofthe Borrower inany place,againstanymoneydue forpaymentbythe Borrower to the Bankundera Transaction Document.

18.2 Bank’s certificate

(a) A certificate by theBank relating to anyamount owing underaTransaction Documentoras to its opinion in relationto any matterunderany TransactionDocument isprima facieevidence againsttheBorrowerofthe matterscertified unless proven incorrectorthereisamanifesterror.

(b) TheBankisnotobligedtogive the reasons foritsdetermination oropinion in relation to anymatterunderanyTransaction Document. Anycertification,determinationoropinion relating to an amount mustcontainreasonable detailas to howthe amountwas calculated.

(c) A determination oran opinion ofan Authorised Representative oftheBankwhichis given to theBorrower orotherwise expressed oracted onby theBank asbeinga determination oran opinionofthe Bankwillbedeemed to bea determination or opinion oftheBank.

18.3 Superveninglegislation

Any presentorfuture legislation which operates:

(a) to lessen orvaryin favouroftheBorroweranyofitsobligations inconnection with the TransactionDocuments;or

(b) to postpone,stay,suspend orcurtailany rights ofthe BankundertheTransaction Documents,

is excludedexceptto theextentthatits exclusionisprohibited orrenderedineffective bylaw.

18.4 Time of theessence

Time isofthe essence asregards any obligations oftheBorrower orany dateorperioddetermined underthe Transaction Documents,and ifany date orperiod is altered by agreementbetweenthe parties,timeisofthe essence asregards such altered date orperiod.

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18.5 BusinessDays

(a) Ifthe dayonorby whichanything,otherthanmaking a payment, must bedoneby theBorrower under a Transaction Document isnota BusinessDay,thatthingmustbedoneonorby the preceding Business Day.

(b) Ifa paymentwould otherwise bedue onadaywhichisnot a BusinessDayitwillbe due on the immediately following BusinessDay.However,ifthis would resultin the payment beingduein themonth aftertheoriginaldue dayorafterthe Termination Date itwillbedue on theimmediately preceding Business Day.

(c) Ifanything,includingmaking a payment,is to be doneby theBorroweronorbya particularday and itis done:

(i) afterthe time bywhicha Transaction Document statesitmustbedoneor,ifthe TransactionDocumentdoes notstatea time,after

4.00 pm in the place where itis to be done;or

(ii) onadaywhich is nota Business Day,

itwillbe deemed to havebeen done at9.00am on the nextBusinessDay.

18.6 Confidentiality

(a) TheBankmustkeep any information ordocumentrelating to aTransaction Party confidential.However,the Bankmay disclose to anyperson any information ordocumentrelating to a TransactionParty:

(i) where permitted ina Transaction Document;

(ii) to anotherparty to a Transaction Document;

(iii) to a potentialtransferee,assignee,participantorsub-participantofthe Bank’sinterests undera Transaction Documentorto any otherpersonwho is consideringenteringinto contractualrelationswithitin connectionwith aTransactionDocument;

(iv) to the Bank’s related bodies corporate and shareholders,orto anyemployee,banker,lawyer,auditororotherconsultantofthe Bank,its related bodies corporate orits shareholders;

(v) to the professionaladvisersorconsultants ofanyparty involvedinconnection with anyFacilitywho are bound bya duty orobligationofconfidence;

(vi) ifrequired bylaw orby any GovernmentBody orstock exchange;

(vii) in connectionwith any legalproceedings relating to a TransactionDocumentora documentdelivered underorin relation toaTransaction Document;

(viii) ifthe information ordocument is in the public domain;or

(ix) with the consentofthe Borrower(whichmustnotbeunreasonablywithheld ordelayed).

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(b) Subjecttoparagraph(c),the Transaction Partiesshallkeepconfidentialand not disclose to any otherperson the terms ofthe TransactionDocuments.

(c) However,theTransactionParties and any officers oremployees ofeachTransaction Partymay disclose such information:

(i) with the priorwritten consentofthe Bank;

(ii) to the extentrequired by any applicable law orregulation;

(iii) to the extentitreasonablydeems necessaryin connectionwithany actual or contemplated proceedings oraclaimwith respecttothis clause 18.6;or

(iv) to the extentpermitted byclause 18.6(a)(otherthanparagraph(iii))asifeach referencein thatclause to the ‘Bank’wereto a‘TransactionParty’and each reference to the ‘Borrower’were tothe ‘Bank’;or

(v) Reading International,Inc.orany otherholding company ofaTransaction Party (whointurnmay disclose such information totheirofficersor employeesorto the extentrequiredbyanyapplicable law orregulation orruleofany stock exchange).

(d) TheBank and the Transaction Partiesagree that:

(i) neitherofthemwilldisclose information ofthe kindmentionedinsection 275(1)ofthe PPSAct;and

(ii) this documentdoes notcreate a SecurityInterest.

(e) Thisclause 18.6 survivesthe termination ofthis document.

(f) TheBankacknowledges that:

(i) information provided from time to time by the Transaction Partiesto the Bankmay constitute confidentialnon-public information;and

(ii) tradinginmarketable securities ofReading InternationalInc whilein possession ofthe information referred to clause 18.6(f)(i)willviolateUnited States' federalsecurities laws.

(g) TheBank agrees to:

(i) take reasonable precautions to maintain the confidentiality oftheinformation referred to in clause 18.6(f)(i);and

(ii) advise any party to whomthe information referred toinclause18.6(f)(i)is disclosed thatitmay nottrade inthe marketablesecurities ofReading InternationalIncwhile in the possession ofsuch information.

(h) Thisclause 18.6willnot be deemed to restrictthe provision ofinformation by any party to the InternalRevenue Service ofthe UnitedStates ofAmerica.

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18.7 Exchange  rate

Subjectto any express provision to the contrary,ifforthe purposes ofaTransaction Documentitis necessaryto convertone currencyinto anothercurrency,the conversion mustbe effected usinganexchange rate selectedbythe Bankacting reasonably and in accordance with itusual practices.

18.8 Records asevidence

TheBankmaymaintain recordsspecifying:

(a) payments madeby theBank forthe accountofa Transaction Party undera Transaction Document;

(b) payments bya Transaction Party forthe accountoftheBankunderaTransaction Document;and

(c) interest,fees,charges,costs and expenses payablein relation to theTransaction Documents,

and those records willagainsttheBorrowerconstitute prima facieevidence ofthe matterssetoutin them.

18.9 Furtherassurances

TheBorrowermust promptly execute alldocuments and do allthings thattheBank fromtime to time reasonably requires to:

(a) effect,perfectorcompletethe provisions ofeachTransactionDocumentorany transaction contemplated by it;

(b) establish the priority oforreserve orcreate any SecurityInterestcontemplated byorpurported to be reserved orcreated bya TransactionDocument;and

(c) stampand registereach TransactionDocumentin any relevantjurisdiction and byany person thatthe Bank thinks fit.

18.10 Amendment

This documentmayonlybe varied orreplaced byadocumentexecuted by theparties.

18.11 Waiverand exerciseof rights

(a) A rightin favour oftheBank undera Transaction Document,abreachofan obligation ofthe Borrower undera TransactionDocumentoranEventofDefaultcan only be waived byan instrumentsigned by theBank.Nootheract,omission ordelay oftheBank constitutesa waiverbinding,orestoppelagainst,the Bank.

(b) A single orpartialexercise orwaiverby theBank ofa rightrelating to aTransaction Documentdoes notpreventany otherexercise ofthatrightorthe exercise ofany otherright.

(c) TheBank and itsRepresentatives are notliable forany loss, costorexpense oftheBorrowercaused orcontributedto bythe waiver,exercise,attempted exercise,failure to exercise ordelayin the exercise

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ofa rightand theBank holds the benefitofthis clause 18.11on trustforitselfand its Representatives.

18.12 Rightscumulative

The rights oftheBank underthe TransactionDocuments arecumulative andinaddition to its otherrights.

18.13 Approval andconsent

Exceptwherea Transaction Documentexpressly provides otherwise,the Bankmay conditionally orunconditionally give orwithholdany consentunderaTransaction Documentand isnotobligedto give itsreasons fordoing so.

18.14 Assignment

(a) TheBorrowermustnotdisposeoforEncumberanyrightundertheTransaction Documents withoutthe consentofthe Bank.

(b) TheBankmay assign anyofits rights ornovate,sub-participate,sell-down ortransferby whateverform orotherwise dealwith any orall ofitsrights and obligations under anyTransactionDocument withouttheconsentof,ornotice to,the Borrower.

(c) IfanEventofDefault subsists then,in orderto facilitate the Bank to dealwithits rights and obligations,theBankmay (butis notobliged to),fromtime to time,separate andseveranyofits rights (oranypartofanyofitsrights)described in a notice given by the Bank to theBorrower fromitsotherrights and obligations underanyTransactionDocument.Any suchnoticeis effective on the time ofdeliveryto separateand severthe rightsdescribed in the notice so that:

(i) those rights and obligationsareindependentfrom,and maybeassigned (including at law), novated,sub-participated,sold-down,transferred orotherwise dealtwith separately from,any otherofthe rights and obligationsofthe Bank under thatTransactionDocument;

(ii) thoserights and obligations may be exercised differently from anyotherrights and obligations ofthe Bank under thatTransactionDocument;and

(iii) the Outstanding Accommodation in respectofthoserightsmaybecalculated separately from the other Outstanding Accommodation.

(d) Ifthe Bank assigns its rights ortransfersits rights and obligations underthis documentorany otherTransactionDocument,no Transaction Partywillbe required to pay anynetincrease in the aggregate amountofcosts,Taxes, fees orcharges whichisa directconsequence ofthe assignmentortransfer.

18.15 Counterparts

This documentmayconsist ofa numberofcounterparts and,ifso,thecounterparts takentogether constitute one document.

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18.16 Sovereign immunity

TheBorrower irrevocably waives anyimmunity thatitorits property has from:

(a) set-off;

(b) legal,arbitral oradministrative proceedings;

(c) any process ororderofany court,administrative tribunal orarbitratorforthe satisfaction orenforcementofa judgment,orderorarbitralaward orforthe arrest,detention orsaleofany property; or

(d) service onitofany process,judgment,orderorarbitralaward,

on the grounds ofsovereignty orotherwise underany law ofanyjurisdictionwhere any proceedingsmay be broughtorenforcedin relation to any EventofDefaultundera Transaction Document.

18.17 Governing lawand jurisdiction

(a) This documentis governed byandis to be construed in accordancewiththe laws applicable intheRelevantJurisdiction.

(b) Each party irrevocably and unconditionallysubmitsto the non-exclusivejurisdiction ofthe courtsexercising jurisdiction intheRelevantJurisdictionand any courts which have jurisdiction to hear appeals from anyofthosecourts andwaives anyright to objectto any proceedings being broughtinthose courts.

18.18 Telephonerecording

TheBorrower consentstothe Bank recording any telephone conversationsbetween itand theBank in relation to anyFacility thatarecustomarily recordedin the financeindustry orwhere theBorrower is notified priorto thecommencementofthe telephone conversation andsuch recordings being usedinanyarbitral orlegalproceedings and any telephone recording remains theBank’s sole property atalltimes.

18.19 Legal advice

TheBorrower acknowledges that,exceptas expressly setoutinaTransactionDocument:

(a) noneoftheBank orany of its advisershave given any representation orwarranty orotherassurance to itin relation to any TransactionDocumentorthe transactions contemplatedby any Transaction Document,includingas to Taxorothereffects;

(b) ithasnotrelied on theBankoranyofits advisersoronany conduct(including any recommendation)by theBank oranyofits advisers;and

(c) ithas obtained its own independent financial, Tax and legaladvice.

18.20 Furtherassurances

WhenevertheBank requests a  Transaction Partytodo anything:

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(a) to ensure any TransactionDocument(orany security interest(as definedin the PPSAct)orotherSecurity Interest,rightorpowerunderanyTransactionDocument)isfully effective,enforceableand perfected withthe contemplated priority;

(b) formoresatisfactorily assuring orsecuring to the Bank the property thesubjectofany such security interestorotherSecurity inamannerconsistentwith theTransactionDocuments;or

(c) foraiding the exercise ofany rightorpowerin anyTransactionDocument,

the Transaction Party shall doitpromptly atits owncost.This may includeobtaining consents, getting documents completed and signed,supplyinginformation,delivering documents and evidence oftitle and executed blanktransfers,and giving possession orcontrolwith respectto any SecuredProperty.

18.21 Exclusion of certainprovisions

Wherethereisa Security Interestunderany TransactionDocument:

(a) to the extentpermitted,sections 142 and 143 ofthePPSActareexcluded infulland willnotapply tothatSecurityInterestand theBankneed notcomply with sections 95,118,121(4),125,130 ,132(3)(d),and132(4)ofthe PPSAct;and

(b) each Transaction Partywaives its rightto receive fromtheBank anynotice required under s157ofthe PPS Actorthe provisions ofthe PPSActreferred to in s144 ofthe PPSAct,except section135.

This does notaffectany rights a person hasorwould have otherthan byreason ofthePPS Actand applies despite any otherclause in anyTransactionDocument.

18.22 Notice of changes

Each Transaction Party agrees to notify theBank atleast14 days before:

(a) a Transaction Party(orifthe Transaction Party istrusteeofaTrustorapartnerofa partnership,the Trustorthe partnership)changes its name;

(b) any ABN,ARBN or ARSNallocated to a  Transaction Party(oriftheTransaction Partyis trustee ofaTrustora partnerofa partnership,theTrustorthe partnership)changes,is cancelled orotherwise ceases toapply to it(orifitdoesnothave anABN,ARBN orARSN,oneisallocated,orotherwise starts to apply,to it);or

(c) the Borrower becomes trustee ofa trust,ora partnerina partnership,whichisnotexpressly contemplatedin theTransaction Documents.

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Corrs Chambers Westgarth

19 Notices

19.1 General

A notice, demand,certification,process orothercommunication relating to aTransaction Documentmustbeinwriting in Englishand may begivenbyanAuthorised Representative ofthe sender.

19.2 How togive a communication

In addition to anyotherlawfulmeans,a communicationmaybe given bybeing:

(a) personally delivered;

(b) leftatthe party’s currentaddress fornotices;

(c) sentto the party’s currentaddress fornotices by pre-paid ordinarymailor,ifthe address is outside Australia,by pre-paid airmail; or

(d) sentby fax to the party’s currentfax number fornotices.

19.3 Particulars for delivery of notices

(a) The particularsfordelivery ofnotices are initially:

TransactionParties:

Assetoutin schedule1.Bank:

Address:Level 28,500Level17,395 Bourke Street,Melbourne,Victoria 3000

Attention:Jonathan Kerr

(b) Each party may change its particularsfordeliveryofnotices by notice toeach otherparty.

19.4 Communications bypost

Subjecttoclause 19.6,acommunication is givenifposted:

(a) withinAustralia to an Australian address,threeBusinessDays afterposting;or

(b) inanyothercase,ten Business Days afterposting.

19.5 Communications by fax

Subjecttoclause 19.6,acommunication is givenifsentby fax when thesender’sfaxmachine producesa reportthatthe fax was sentin fullto theaddressee.Thatreportisconclusive evidence thatthe addressee received thefax in full atthe time indicated on thatreport.

19.6 After hours communications

Ifa communication is given:

(a) after5.00 pmin the placeofreceipt;or

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Corrs Chambers Westgarth

(b) onadaywhich is a Saturday,Sundayorbank orpublic holidayin theplace ofreceipt,

itis takenas having beengiven at9.00 am on the nextday which is notaSaturday,Sunday orbankorpublic holiday in thatplace.

19.7 Processservice

Any processorotherdocumentrelating to litigation,administrative orarbitralproceedings relating to a Transaction Documentmay be served ona party tothis document byanymethodcontemplated by thisclause 19.7 orinaccordance with any applicable law.

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Corrs Chambers Westgarth

Schedule1  OriginalGuarantors

Name	ACN	Particulars fordelivery ofnotices
ReadingEntertainmentAustralia PtyLtd	070 893908	Address:98 YorkStreet,SouthMelbourne VIC 3205Australia Fax:03 96850999 Attention:ManagingDirectorAND TO: ReadingInternationalInc. Address:5995SepulvedaBlvd,Suite300Culver CityCalifornia90230 United Statesof AmericaFax: +12132352229 Attention:ChiefFinancialOfficer
AustraliaCountryCinemasPtyLtd	076 276349	SameasforBorrower
ReadingCinemasAssetManagementPtyLtdAustralianEquipmentSupplyPtyLtd	122 571420	SameasforBorrower
Burwood DevelopmentsPtyLtd	105 384905	SameasforBorrower
EppingCinemasPtyLtd	073 997172	SameasforBorrower
HotelNewmarketPtyLtd	094 367969	SameasforBorrower
NewmarketPropertiesPtyLtd	105 386409	SameasforBorrower
NewmarketPropertiesNo.2  PtyLtd	109038806	SameasforBorrower
NewmarketProperties#3Pty Ltd	126 697505	SameasforBorrower
ReadingAuburnPtyLtd	126 697470	SameasforBorrower

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Corrs Chambers Westgarth

Name	ACN	Particulars fordelivery ofnotices
ReadingArmadalePtyLtdReadingAustraliaLeasing (E&R) PtyLtd	107 939211	SameasforBorrower
ReadingBelmont PtyLtd	126 697498	SameasforBorrower
ReadingCharlestownPtyLtd	123 938483	SameasforBorrower
ReadingCinemasPtyLtd	073 808643	SameasforBorrower
ReadingCinemasManagementPtyLtd	122 406311	SameasforBorrower
State CinemaHobart Pty Ltd	108 861061	SameasforBorrower
ReadingDandenongPtyLtd	129 018739	SameasforBorrower
ReadingElizabethPtyLtd	114 582099	SameasforBorrower
ReadingExhibition PtyLtd	103529782	SameasforBorrower
ReadingLicencesPtyLtd	089 544605	SameasforBorrower
ReadingMaitlandPtyLtd	126 697461	SameasforBorrower
ReadingMelton PtyLtd	109 074517	SameasforBorrower
ReadingBundaberg2012Pty Ltd(formerlyReadingMoonee PondsPtyLtd)	122 406320	SameasforBorrower
ReadingPropertiesPtyLtd	071 195429	SameasforBorrower
ReadingPropertiesIndooroopillyPtyLtdastrustee forTheLandplanPropertyPartnersDiscretionaryTrust	121 284884	SameasforBorrower
ReadingNoosaPtyLtdReadingPropertiesTaringaPtyLtdastrustee forthe ReadingPropertyPartnersNo. 1DiscretionaryTrust	128 819483	SameasforBorrower
ReadingPropertyHoldingsPtyLtd	126 289772	SameasforBorrower
ReadingRouseHillPtyLtd	123 245885	SameasforBorrower
ReadingSunburyPty Limited	109 074571	SameasforBorrower

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Corrs Chambers Westgarth

Name	ACN	Particulars fordelivery ofnotices
RhodesPeninsulaCinemaPtyLtd	120 827812	SameasforBorrower
WestlakesCinemaPtyLtd	108 531308	SameasforBorrower
ReadingBusseltonPtyLtdA.C.N. 143633 096PtyLtd	143 633096	SameasforBorrower
ReadingCannonParkPtyLtd	609 837569	SameasforBorrower
AngelikaAnywherePtyLtd	642993593	SameasforBorrower
ReadingJindaleePtyLtd	629 483914	SameasforBorrower
ReadingDevonport PtyLtd	629 484126	SameasforBorrower
ReadingAltonaPtyLtd	634 384311	SameasforBorrower
ReadingSouthCitySquarePtyLtd	616 892936	SameasforBorrower
ReadingTraralgonPtyLtd	618 457202	SameasforBorrower
ReadingBurwoodPtyLtd	619 050396	SameasforBorrower
ReadingCinemasAuburnPtyLtdReadingAlphingtonPtyLtd	633 008401	SameasforBorrower

3468-7174-2245v73468-7174-2245v2 Facility Agreement page 80

Facilities

FacilityName	Grantedpursuantto	FacilityLimit	Purpose	TerminationDate
Corporate MarketsLoan Facility	Clause 4.1(a)(i)	$100,500,000 $122,500,000 subjectto clause5.6	GeneralcorporatepurposesandAdvancesnotexceeding $3,000,000to financecostsassociatedwithcompletingthefitoutworksrelated tothe JindaleeCinema.	31 July202531 December2023
Bank GuaranteeFacility	Clause 4.1(a)(ii)	$5,000,000	To supportothercinemaoperationsnow or inthefutureoperatingfromthirdpartyleasedpremises.	31 July202531 December2023

3468-7174-2245v73468-7174-2245v2 Facility Agreement page 81

CollateralSecurity

Item	Description	Grantor	SecuredParty	Details
1	Fixed andfloatingcharge	Each TransactionParty	The Bank	Over allpresentandafteracquiredpropertybutexcludingthelandand improvements knownas 78MiddleboroughRoad,OldBurwoodRoad,BurwoodVictoriaand theotherExcludedProperty.
2	First rankingmortgage	Originallygrantedbythe BorrowerbutsubsequentlyassumedbyReadingProperties PtyLtd	The Bank	The landandimprovementsknownas98 YorkStreet,SouthMelbourne,Victoriaanddescribedin certificate oftitlevolume9944folio571.
4	First rankingmortgage	OriginallygrantedbyReadingPropertiesPtyLtdbutsubsequentlyassumedbyReadingMaitlandPtyLtd	TheBank	The landandimprovementsknownasReadingMaitlandCinema, KenTubmanDrive,MaitlandNew SouthWalesanddescribedincertificate oftitle1/SP41681.
5	First rankingmortgage	OriginallygrantedbyReadingPropertiesPtyLtdbutsubsequentlyassumedbyReadingBelmont PtyLtd	The Bank	The landandimprovementsknownasReadingCloverdaleCinema237KnutsfordAvenue,CloverdaleWesternAustraliaanddescribedincertificate oftitlevolume2189folio801.
6	First rankingmortgage	Originallygranted byReadingPropertiesPtyLtdbutsubsequentlyassumedbyReadingBundaberg2012PtyLtd(formerlyReadingMoonee PondsPtyLtd)	The Bank	The landandimprovementsknownasReadingBundabergCinema  1JohannaBoulevard,Kensington,Queenslandanddescribedincertificate oftitle50013631.

3468-7174-2245v73468-7174-2245v2 Facility Agreement page 82

Item	Description	Grantor	SecuredParty	Details
7	First rankingmortgage	NewmarketPropertiesPtyLtd	The Bank	The landandimprovementsknownasReadingNewmarketShoppingCentre,400 NewmarketRoad, NewmarketQueenslandand describedincertificate oftitle50617438.
8	First rankingmortgage	NewmarketPropertiesNo.  2PtyLtd	The Bank	The landandimprovementsknownasCornerEnoggeraRoadand EdmondstoneStreet,NewmarketQueenslandanddescribedincertificate oftitle16548229.
9	First rankingmortgage	Originallygrantedby A.C.N. 143633096 PtyLtd,butsubsequentlyassumedbyNewmarketProperties #3 PtyLtd	The Bank	The landand improvementsknownas14 EdmondstoneStreet,NewmarketQueenslandanddescribedincertificate oftitle12106104.
10	Guaranteeandindemnity	TransactionParties	The Bank	Set outinclause16.
11	Mortgageof lease	ReadingCinemasPtyLtd	The Bank	The leaseholdlandimprovementsknownasReadingCinemaWaurnPonds,CornerPioneerRoadandPrincesHighway,WaurnPondsVictoriaanddescribedincertificateof titlevolume10530folio739.
12	Deed ofconsent	Relevantlandlords	The Bank	Deedsof consentlandlords of leasedcinemapropertiesexceptforcinemapropertieslocatedinDubbo and MtGravatt
13	Deed of subordination	Borrower ReadingInternationalCinemasLLC	The Bank	Deed ofsubordinationbetween theBorrower, ReadingInternationalCinemasLLCandtheBank.

3468-7174-2245v73468-7174-2245v2 Facility Agreement Page 83

Item	Description	Grantor	SecuredParty	Details
14	First rankingmortgage	ReadingCannonParkPtyLtd ACN 609837 569	The Bank	The landandimprovements knownasCannonParkCityCentreandCannon ParkDiscountCentre,Corner HerveyRangeRoadandPioneerDrive,ThurwingowaCentral,Queensland,described intitle references 50442105, 50442106and51155321.
15	First rankingmortgage	HotelNewmarketPtyLtd ACN 094367969	The Bank	Thelandandimprovements knownas16EdmondstoneStreet,Newstead,Queensland,describedin titlereference17441054.

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Notused

3468-7174-2245v73468-7174-2245v2 Facility Agreement Page 85

Notused

3468-7174-2245v73468-7174-2245v2 Facility Agreement Page 86

VerificationCertificate

To:NationalAustralia Bank LimitedLevel2817,500395 Bourke StreetMelbourneVIC3000

[date]

ReadingEntertainmentAustralia Pty LtdFacility Agreement

I,[]being the personwhosename and signatureappearatthe bottom ofthis document,amaDirector ofthe company namedatthe bottom ofthis document(TransactionParty)referto the Corporate MarketsLoan& Bank Guarantee FacilityAgreementdated onoraboutthe date ofthis documentbetween,amongstothers,Reading EntertainmentAustralia Pty Ltd asBorrowerandNationalAustralia BankLimited as Bank (Facility Agreement)and certify as follows:

1 Certificate of incorporation

Acopyofthe certificate ofincorporation/registration and any certificate ofchange ofname ofthe TransactionParty isattachedandmarked A.The copyis true,complete and up-to-date and there have been no amendments orvariations since the dateof the copy.

2 Extractof minutes of meeting of directors

A true and correctextractofminutes ofmeeting ofdirectorsoftheTransactionParty duly convened and held on the datementioned in the extractis attachedandmarked B.The resolutions setoutin the extract wereduly approved,remain in fullforceand effectand have notbeen rescinded,amended,modifiedorrevoked.The resolutions confirmthatthe Transaction Party derives acorporate benefitfromtheTransactionDocuments.

3 Powerof attorney

[If applicable:An originalpowerofattorney ofthe TransactionPartydated[date]appointing attorneys in respectofthe TransactionDocumentsisattached andmarked C.This powerofattorney remainsin fullforceand hasnotbeen revoked.]

4 Specimensignatures

· [In the caseofthe Borrower,insert:The following are the signaturesofthe persons appointed asAuthorised Representatives oftheTransaction Partyforthepurposes ofthe Transaction Documents.]

3468-7174-2245v73468-7174-2245v2 Facility Agreement Page 87

· [In the caseofany otherTransactionParty insert:The signatures ofthe persons appointed asAuthorised Representatives oftheTransaction Party forthepurposes ofthe Transaction Documents aresetoutin the Verification Certificate provided bytheBorrower.]

· [In the caseofthe Borrower,insert:

AuthorisedRepresentatives

SignatureName:Title:

SignatureName:Title:

SignatureName:Title:

3468-7174-2245v73468-7174-2245v2 Facility Agreement Page 89

5 Solvency declaration

(a) Asatthe date ofexecution ofeach TransactionDocumenttheTransaction Partyis solvent(as defined in section 95A(1)oftheCorporations Act)and willnotbecome insolvent(asdefined in section95A(2)oftheCorporations Act)by entering into andcomplying with itsobligations undereachTransactionDocumentto whichitis expressedto bea party.

(b) To the bestofmy knowledge,no application ororderhas been made,no proceedings have been commenced,no resolutions have beenpassed orproposedina notice ofmeeting and no othersteps havebeen taken for:

(i) the winding up,dissolution oradministration oftheTransactionParty;or

(ii) the Transaction Party enteringinto an arrangement,compromiseorcomposition with orassignmentofthe benefitofits creditorsora class ofthem.

6 Trust deed

[If applicable:A copy ofthe TrustDeed ofthe Trustofwhich theTransactionParty is soletrustee is attached andmarkedD.The copy is true,complete andup-to-date and there havebeenno amendments orvariations since the date ofthe copy.]

7 Definitions

Terms givena defined orspecificmeaning in the Facility Agreementand notseparately defined inthiscertificate have the samemeaningin this documentunless the contextrequires otherwise.

[Nameofperson]who isa

Directorof[name ofTransactionParty]

Date:

3468-7174-2245v73468-7174-2245v2 Facility Agreement Page 90

FundingNotice

To:NationalAustralia Bank LimitedLevel2817,500395 Bourke StreetMelbourneVIC3000

[date]

ReadingEntertainmentAustralia Pty LtdFacility Agreement

Ireferto the Corporate Markets Loan & Bank Guarantee Facility Agreementdated[insertdate]between,amongstothers,Reading EntertainmentAustralia Pty LtdasBorrowerandNationalAustralia BankLimited as Bank (Facility Agreement).A termwhich has a definedmeaning in the FacilityAgreementhas the samemeaning in thisFunding Notice.

TheBorrowerrequiresanAdvance/aDrawing detailsofwhich areasfollows:

(a)the Funding Date is[];

[either]

(b)	the amountofthe Advance is[];
(c)	the duration ofthe firstPricingPeriod forthe Advance is[	];
[or]

(d)the Beneficiary,Face Valueand Expiry Date ofeachBank Guaranteeis:

Beneficiary Face value Expiry date

[Nameofperson]who isan

Authorised Representative ofReading EntertainmentAustraliaPty Ltd

3468-7174-2245v73468-7174-2245v2 Facility Agreement Page 91

GuarantorAccessionDeed

Date

Parties

[NewGuarantor](Guarantor)

NationalAustraliaBankLimited ABN 12 004 044937 ofPier3Level417,800 395Bourke Street,DocklandsMelbourne,Victoria30083000(Bank)

Agreedterms

1 Interpretation

Facility Agreementmeans the Corporate Markets Loan& Bank GuaranteeFacility Agreementdated [date]between,amongstothers,ReadingEntertainmentAustraliaPty Ltd as BorrowerandNationalAustraliaBankLimited as Bank togetherwith allsupplements to it.

Terms defined orgiven ameaningin the FacilityAgreementhave the samemeaningin this document.

2 TransactionDocument

This documentis a  TransactionDocumentforthe purposes ofthe FacilityAgreement.

3 Accession

(a) The Guarantor:

(i) agreeswith each person whoisorbecomes apartyto the FacilityAgreementthatwith effectonand fromthe date ofthis document,itwillbe bound by theFacilityAgreementasa Guarantorand aTransaction Party;and

(ii) makesin relation to itselfin favour oftheBank the representationsand warranties setoutin clause 8.1 ofthe Facility Agreement.

(b) Each party agrees withthe Guarantorthat,with effectfromthe date ofthisdocument,the Guarantorwillhave the benefitofthe FacilityAgreementasa  Transaction Party and Guarantor.

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4 Notice

The address fornotice oftheGuarantorforthe purposes ofclause19.3oftheFacility Agreementis:

Address:Fax: Attention:

5 Governinglaw

This documentis governed by the laws of Victoria.

Executedasa deed.

3468-7174-2245v73468-7174-2245v2 Facility Agreement Page 94

AnnualComplianceCertificate

To:NationalAustralia Bank LimitedLevel 28,500Collins Street

MelbourneVIC3000

[date]

ReadingEntertainmentAustralia Pty LtdFacility Agreement

1 WerefertotheFacilityAgreement(FacilityAgreement)dated[insertdate]between,amongstothers,ReadingEntertainmentAustraliaPtyLtdasBorrowerandNationalAustraliaBankLimitedasBank.AtermwhichhasadefinedmeaningintheFacilityAgreementhasthesamemeaninginthisComplianceCertificate.

ThisisanAnnualComplianceCertificategivenforthepurposeofclause9.4(b)oftheFacilityAgreement.

2 Weconfirmthat:

(a) theFixedChargesCoverRatiofortheFinancialYearending[date]was[].

(b) theLeverageRatiofortheFinancialYearending[date]was[].

(c) theDebttoDebtplusEquityRatiofortheFinancialYearending[date]was[].

(d) theLoantoValueRatiofortheFinancialYearending[date]was[].(d)(e)theBorrower’sMinimumLiquidityat[insertdate]is$[TBC]

3 Weconfirmthat,asatthedateofthisComplianceCertificate:

(a) noEventofDefault,ReviewEventorPotentialEventofDefaulthasoccurredandiscontinuing[orprovidedetailsofanyEventofDefault,ReviewEventorPotentialEventofDefault];

(b) therearenoTaxesorotherstatutorypaymentswhicharedueandpayablebyaTransactionPartybutunpaid[orprovidedetailsofanyTaxesandotherstatutorypaymentswhicharebeingcontested];and

(c) therepresentationsandwarrantiesinclause8.1oftheFacilityAgreementwhicharetoberepeatedasatthedateofthisComplianceCertificatearecorrect.

4 WeconfirmthatthepositionoftheReadingEntertainmentAustraliaGroupwithrespecttothefollowingliabilitiesisasfollows:

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Liability	LodgementCycle(Ann/Qtr/Mth-PleaseCircle)	Current(Yes/No-PleaseCircle)	If current,lastpaymentdetails(Usebracketswhererefund)	If notcurrent,OutstandingDetails	Comments(eg–ArrangementwithATO)
GST	AQM	Yes No	Amt: Date:	Amt: Date:
PAYG- Withholding	AQM	Yes No	Amt: Date:	Amt: Date:
PAYG- Instalments(IncomeTax)	AQM	Yes No	Amt: Date:	Amt: Date:
EmployerSuperannuationContributions	AQM	Yes No	Amt: Date:	Amt: Date:
Payroll Tax	AM	Yes No	Amt: Date:	Amt: Date:
Workcover		Yes No	Amt: Date:	Amt: Date:
OtherTaxes?		Yes No	Amt: Date:	Amt: Date:

*Where amountsare outstandingpleaseprovide thefollowinginformation tosupporttheadvisedposition:

- Copyof thelatest ATORunningBalanceAccountStatement(RBA);

- Have allBAS’s/IAS’shavebeenlodged?Yes/  No (pleasecircle);

If No - Whatstatementsareoutstandingwithassociatedliabilityamount?

IsanyGroupMemberrequiredto providesuperannuationcoverageunderanindustrialaward?

Yes /No(pleasecircle)

If Yes–Withreference toIndustrialAwards,inaccordancewithanyAward(s) thatmayhaveapplicationtomy/our industryandemployees,I/Weconfirmthattheprescribedamountsprovidedfor intheAward(s)arebeingcontributedto aneligible fund(s).

[Name ofperson]who isa

DirectorofReading EntertainmentAustraliaPty Ltd

Forand on behalfofReadingEntertainmentAustralia Pty Ltd

3468-7174-2245v73468-7174-2245v2 Facility Agreement Page 96

InterimComplianceCertificate

To:NationalAustralia Bank LimitedLevel 28,500Collins Street

MelbourneVIC3000

[date]

ReadingEntertainmentAustralia Pty LtdFacility Agreement

1 We referto the Facility Agreement(Facility Agreement)dated [insertdate]between,amongstothers,Reading EntertainmentAustralia Pty Ltd asBorrowerandNationalAustralia BankLimited as Bank.A termwhich has adefinedmeaning in the Facility Agreementhas the samemeaning inthisCompliance Certificate.

This is an InterimCompliance Certificate given forthe purpose of clause 9.4(c)

ofthe Facility Agreement.

2 We confirmthat:

(a) the FixedCharges CoverRatio forthe[3,6or12]month period ending

[Calculation Date] was[].

(b) the LeverageRatio forthe[3,6or12]month periodending[CalculationDate]was [].

(c) the Loan to Value Ratio forthe 12 month period ending[CalculationDate]was [].

3 We confirmthat,asatthe date ofthis Compliance Certificate:

(a) no EventofDefault,ReviewEventorPotentialEvent ofDefaulthasoccurred and is continuing[orprovide details ofanyEventofDefault,

ReviewEvent orPotentialEventofDefault];and

(b) the representations and warranties in clause 8.1 of the FacilityAgreementwhich areto be repeated asatthe dateofthis ComplianceCertificate arecorrect.

4 Iconfirmthatthe positionofthe Reading EntertainmentAustralia Group withrespectto the following liabilities isas follows:

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LiabilityDescription	LodgementCycle Ann/Qtr/Mth (Please Circle)	Current(Yes/No) (Please Circle)	If Current Last PaymentDetails (Use bracketswhere refund)	If Not Current Outstanding Details	Comments (eg–  RepaymentArrangemententeredwithATO)
GST	AQM	Yes No	Amt: Date:	Amt: Date:
PAYG- Withholding	AQM	Yes No	Amt: Date:	Amt: Date:
PAYG- Instalments(Income Tax)	AQM	Yes No	Amt: Date:	Amt: Date:
Employer SuperannuationContributions	QM %	Yes No	Amt: Date:	Amt: Date:
PayrollTax	AM	Yes No	Amt: Date:	Amt: Date:
Workcover		Yes No	Amt: Date:	Amt: Date:
OtherTaxes?		Yes No	Amt: Date:	Amt: Date:

*Where amounts are outstandingplease provide the followinginformationtosupportthe advisedposition:

- Copy ofthe latestATORunning BalanceAccountStatement(RBA);

- Have allBAS’s/IAS’s havebeen lodged?Yes/No (please circle);

IfNo-Whatstatements are outstandingwith associated liability amount?

Is any GroupMember required to provide superannuation coverageunder an industrialaward?

Yes/No (please circle)

IfYes–With reference toIndustrialAwards,in accordancewith any Award(s)thatmayhave application to my/ourindustry and employees, I/We confirm thatthe prescribedamounts providedforin the Award(s)arebeing contributed to aneligible fund(s).

[Name ofperson]who isa

DirectorofReading EntertainmentAustralia Pty Ltd

Forand on behalfofReadingEntertainmentAustralia Pty Ltd

3468-7174-2245v73468-7174-2245v2 Facility Agreement Page 98

EX-31.1

EXHIBIT 31.1

CERTIFICATIONOF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ellen M. Cotter, certify that:

1) I have reviewed this Quarterly Report on Form 10-Q of Reading International, Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and  have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

By:         /s/ Ellen M. Cotter

Ellen M. Cotter

President and Chief Executive Officer

November 14, 2023

EX-31.2

EXHIBIT 31.2

CERTIFICATIONOF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gilbert Avanes, certify that:

1) I have reviewed this Quarterly Report on Form 10-Q of Reading International, Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

By:         /s/ Gilbert Avanes

Gilbert Avanes

Executive Vice President, Chief Financial Officer and Treasurer

November 14, 2023

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO
18 U.S.C.  SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Ellen M. Cotter, Chief Executive Officer, and Gilbert Avanes, Chief Financial Officer, of Reading International, Inc. (the “Company”), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, do each hereby certify, that, to his or her knowledge:

· The Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the "Report") of the Company fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

· The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Dated:  November 14, 2023

/s/ Ellen M. Cotter

Name:Ellen M. Cotter

Title:President and Chief Executive Officer

/s/ Gilbert Avanes

Name:Gilbert Avanes

Title:Executive Vice President, Chief Financial Officer and Treasurer

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2023	Nov. 13, 2023
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	1-8625
Amendment Flag	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Entity Registrant Name	READING INTERNATIONAL, INC.
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	95-3885184
Entity Address, Address Line One	189 Second Avenue, Suite 2S
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10003
City Area Code	213
Local Phone Number	235-2240
Entity Central Index Key	0000716634
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Class A [Member]
Title of 12(b) Security	Class A Nonvoting Common Stock, $0.01 par value
Trading Symbol	RDI
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		20,592,834
Class B [Member]
Title of 12(b) Security	Class B Voting Common Stock, $0.01 par value
Trading Symbol	RDIB
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		1,680,590

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents	$ 11,925	$ 29,947
Restricted cash	5,714	5,032
Receivables	5,779	6,206
Inventories	1,488	1,616
Derivative financial instruments - current portion	17	907
Prepaid and other current assets	4,243	3,804
Land and property held for sale	12,362
Total current assets	41,528	47,512
Operating property, net	261,614	286,952
Operating lease right-of-use assets	180,718	200,417
Investment and development property, net	8,336	8,792
Investment in unconsolidated joint ventures	4,488	4,756
Goodwill	24,597	25,504
Intangible assets, net	2,110	2,391
Deferred tax asset, net	489	447
Other assets	8,717	10,284
Total assets	532,597	587,055
Current Liabilities:
Accounts payable and accrued liabilities	41,896	42,590
Film rent payable	3,462	5,678
Debt - current portion	40,402	37,279
Subordinated debt - current portion	776	747
Taxes payable - current	2,390	300
Deferred revenue	8,616	10,286
Operating lease liabilities - current portion	22,977	23,971
Other current liabilities	6,673	813
Total current liabilities	127,192	121,664
Debt - long-term portion	138,560	148,688
Subordinated debt, net	27,117	26,950
Noncurrent tax liabilities	5,842	7,117
Operating lease liabilities - non-current portion	180,002	200,037
Other liabilities	11,829	19,320
Total liabilities	490,542	523,776
Commitments and contingencies (Note 15)
Stockholders' equity:
Nonvoting preferred shares, par value $0.01, 12,000 shares authorized and no issued or outstanding shares at September 30, 2023 and December 31, 2022
Additional paid-in capital	154,903	153,784
Retained earnings/(deficits)	(67,104)	(48,816)
Treasury shares	(40,407)	(40,407)
Accumulated other comprehensive income	(5,647)	(1,957)
Total Reading International, Inc. stockholders' equity	41,998	62,856
Noncontrolling interests	57	423
Total stockholders' equity	42,055	63,279
Total liabilities and stockholders’ equity	532,597	587,055
Class A [Member]
Stockholders' equity:
Common stock	236	235
Class B [Member]
Stockholders' equity:
Common stock	$ 17	$ 17

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	12,000	12,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A [Member]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	33,528,994	33,348,295
Common stock, shares outstanding	20,592,834	20,412,185
Class B [Member]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	1,680,590	1,680,590
Common stock, shares outstanding	1,680,590	1,680,590

XML

Consolidated Statements Of Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue
Total revenue	$ 66,563	$ 51,196	$ 177,425	$ 155,908
Costs and expenses
Depreciation and amortization	(4,580)	(5,010)	(13,908)	(15,781)
Impairment expense				(1,549)
General and administrative	(5,405)	(5,257)	(15,693)	(17,364)
Total costs and expenses	(65,544)	(57,927)	(182,498)	(175,988)
Operating income (loss)	1,019	(6,731)	(5,073)	(20,080)
Interest expense, net	(5,072)	(3,693)	(14,063)	(10,242)
Gain (loss) on sale of assets		(59)		(59)
Other income (expense)	267	5,455	356	8,445
Income (loss) before income tax expense and equity earnings of unconsolidated joint ventures	(3,786)	(5,028)	(18,780)	(21,936)
Equity earnings of unconsolidated joint ventures	217	61	443	233
Income (loss) before income taxes	(3,569)	(4,967)	(18,337)	(21,703)
Income tax benefit (expense)	(896)	(332)	(313)	(1,492)
Net income (loss)	(4,465)	(5,299)	(18,650)	(23,195)
Less: net income (loss) attributable to noncontrolling interests	(65)	(122)	(361)	(228)
Net income (loss) attributable to Reading International, Inc.	$ (4,400)	$ (5,177)	$ (18,289)	$ (22,967)
Basic earnings (loss) per share	$ (0.20)	$ (0.23)	$ (0.82)	$ (1.04)
Diluted earnings (loss) per share	$ (0.20)	$ (0.23)	$ (0.82)	$ (1.04)
Weighted average number of shares outstanding-basic	22,273,423	22,043,823	22,208,757	22,011,755
Weighted average number of shares outstanding-diluted	22,273,423	22,043,823	22,208,757	22,011,755
Cinema [Member]
Revenue
Total revenue	$ 62,688	$ 48,359	$ 165,731	$ 147,476
Costs and expenses
Costs and expenses	(53,278)	(45,308)	(146,297)	(134,579)
Real Estate [Member]
Revenue
Total revenue	3,875	2,837	11,694	8,432
Costs and expenses
Costs and expenses	$ (2,281)	$ (2,352)	$ (6,600)	$ (6,715)

XML

Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Consolidated Statements Of Comprehensive Income [Abstract]
Net income (loss)	$ (4,465)	$ (5,299)	$ (18,650)	$ (23,195)
Foreign currency translation gain (loss)	(1,686)	(8,279)	(3,038)	(15,268)
Gain (loss) on cash flow hedges	(26)	60	(813)	1,253
Other	52	49	156	154
Comprehensive income (loss)	(6,125)	(13,469)	(22,345)	(37,056)
Less: net income (loss) attributable to noncontrolling interests	(65)	(122)	(361)	(228)
Less: comprehensive income (loss) attributable to noncontrolling interests	(3)	(3)	(5)	(1)
Comprehensive income (loss)	$ (6,057)	$ (13,344)	$ (21,979)	$ (36,827)

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Consolidated Statements Of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating Activities
Net income (loss)	$ (18,650,000)	$ (23,195,000)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity earnings of unconsolidated joint ventures	(443,000)	(233,000)
Distributions of earnings from unconsolidated joint ventures	468,000	283,000
(Gain) loss recognized on foreign currency transactions		(5,952,000)
Loss provision on impairment of asset	0	1,549,000
(Gain) Loss on sale of assets		59,000
Amortization of operating leases	14,871,000	17,342,000
Amortization of finance leases	23,000	30,000
Change in operating lease liabilities	(15,998,000)	(17,560,000)
Purchase of derivative instruments		(86,000)
Change in net deferred tax assets	(98,000)	(370,000)
Depreciation and amortization	13,908,000	15,781,000
Other amortization	1,157,000	1,225,000
Stock based compensation expense	1,364,000	1,379,000
Net changes in operating assets and liabilities:
Receivables	325,000	2,536,000
Prepaid and other assets	(483,000)	(1,768,000)
Payments for accrued pension	(513,000)	(513,000)
Accounts payable and accrued expenses	932,000	(2,333,000)
Film rent payable	(2,127,000)	(4,014,000)
Taxes payable	2,155,000	(8,131,000)
Deferred revenue and other liabilities	(3,257,000)	(2,143,000)
Net cash provided by (used in) operating activities	(6,366,000)	(26,114,000)
Investing Activities
Purchases of and additions to operating and investment properties	(6,191,000)	(6,387,000)
Contributions to unconsolidated joint ventures		(32,000)
Net cash provided by (used in) investing activities	(6,191,000)	(6,419,000)
Financing Activities
Repayment of borrowings	(6,862,000)	(7,535,000)
Repayment of finance lease principal	(25,000)	(32,000)
Proceeds from borrowings	3,839,000
Capitalized borrowing costs	(594,000)	(236,000)
(Cash paid) proceeds from the settlement of employee share transactions	(244,000)	(83,000)
Noncontrolling interest contributions		4,000
Noncontrolling interest distributions		(64,000)
Net cash provided by (used in) financing activities	(3,886,000)	(7,946,000)
Effect of exchange rate on cash and restricted cash	(897,000)	(2,242,000)
Net increase (decrease) in cash and cash equivalents and restricted cash	(17,340,000)	(42,721,000)
Cash and cash equivalents and restricted cash at the beginning of the period	34,979,000	88,571,000
Cash and cash equivalents and restricted cash at the end of the period	17,639,000	45,850,000
Cash and cash equivalents and restricted cash consists of:
Cash and cash equivalents	11,925,000	39,628,000
Restricted cash	5,714,000	6,222,000
Total	17,639,000	45,850,000
Supplemental Disclosures
Interest paid	13,826,000	9,082,000
Income taxes (refunded) paid	(697,000)	9,636,000
Non-Cash Transactions
Additions to operating and investing properties through accrued expenses	$ 2,557,000	$ 2,961,000

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Description Of Business And Segment Reporting

9 Months Ended

Sep. 30, 2023

Description Of Business And Segment Reporting [Abstract]

Description Of Business And Segment Reporting

Note 1 – Description of Business and Segment Reporting

Our Company

Reading International, Inc., a Nevada corporation (“RDI” and collectively with our consolidated subsidiaries and corporate predecessors, the “Company,” “Reading,” and “we,” “us,” or “our”) was incorporated in 1999. Our businesses, owned and operated through our various subsidiaries, consist primarily of:

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

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

Business Segments

Reported below are the operating segments of our Company for which separate financial information is available and evaluated regularly by the Chief Executive Officer, the chief operating decision-maker of our Company. As part of our real estate activities, we hold undeveloped land in urban and suburban centers in the United States and New Zealand.

The table below summarizes the results of operations for each of our business segments for the quarter and nine months ended September 30, 2023, and 2022, respectively. Operating expense includes costs associated with the day-to-day operations of the cinemas and the management of rental properties, including our live theatre assets.

	Quarter Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2023		2022		2023		2022
Revenue:
Cinema exhibition	$	62,688	$	48,358	$	165,731	$	147,476
Real estate		5,056		4,070		15,338		12,265
Inter-segment elimination		(1,181)		(1,232)		(3,644)		(3,833)
	$	66,563	$	51,196	$	177,425	$	155,908
Segment operating income (loss):
Cinema exhibition	$	4,395	$	(2,137)	$	4,256	$	(5,902)
Real estate		920		(145)		3,212		(125)
	$	5,315	$	(2,282)	$	7,468	$	(6,027)

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

	Quarter Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2023		2022		2023		2022
Segment operating income (loss)	$	5,315	$	(2,282)	$	7,468	$	(6,027)
Unallocated corporate expense
Depreciation and amortization expense		(172)		(258)		(527)		(804)
General and administrative expense		(4,124)		(4,190)		(12,014)		(13,249)
Interest expense, net		(5,072)		(3,694)		(14,063)		(10,242)
Equity earnings of unconsolidated joint ventures		217		61		443		233
Gain (loss) on sale of assets		—		(59)		—		(59)
Other income (expense)		267		5,455		356		8,445
Income (loss) before income tax expense	$	(3,569)	$	(4,967)	$	(18,337)	$	(21,703)

 

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Summary Of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Summary Of Significant Accounting Policies [Abstract]

Summary Of Significant Accounting Policies

‎

Note 2 – Summary of Significant Accounting Policies

Basis of Consolidation

The accompanying consolidated financial statements include the accounts of our Company’s wholly-owned subsidiaries as well as majority-owned subsidiaries that our Company controls, and should be read in conjunction with our Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2022 (“2022 Form 10-K”). All significant intercompany balances and transactions have been eliminated on consolidation. These consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim reporting with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (“SEC”). As such, they do not include all information and footnotes required by U.S. GAAP for complete financial statements. We believe that we have included all normal and recurring adjustments necessary for a fair presentation of the results for the interim period.

Operating results for the quarter and nine months ended September 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and footnotes thereto. Significant estimates include (i) projections we make regarding the recoverability and impairment of our assets (including goodwill and intangibles), (ii) valuations of our derivative instruments, (iii) recoverability of our deferred tax assets, (iv) estimation of breakage and redemption experience rates, which drive how we recognize breakage on our gift card and gift certificates, and revenue from our customer loyalty program, 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.

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Impact Of COVID-19 Pandemic And The Writers And Actors Strikes On Operations And Liquidity

9 Months Ended

Sep. 30, 2023

Impact Of COVID-19 Pandemic And The Writers And Actors Strikes On Operations And Liquidity [Abstract]

Impact Of COVID-19 Pandemic And The Writers And Actors Strikes On Operations And Liquidity

Note 3 – Impact of COVID-19 Pandemic and the Writers and Actors Strikes on Operations and Liquidity

Cinema Segment Ongoing Impacts

With respect to the COVID-19 pandemic, the World Health Organization has declared that the COVID-19 emergency has passed. However, the legacy of COVID-19 continues to negatively impact the profitability of our cinema operating segment. The following factors, which are largely beyond our control, continue to impact the profitability of our global cinema segment compared to pre-pandemic levels:

(i)The number of movies released by the major Hollywood studios and other distributors, while increasing from pandemic levels, has not yet returned to pre-pandemic levels;

(ii)The timing of certain anticipated cinema releases and the effectiveness of cinema marketing related to cinema releases have been adversely affected by the now settled writers’ and actors’ strikes (the “Hollywood Strikes”);

(iii)Inflationary pressures, ongoing supply chain issues and increased variable operating expenses continue to compress margins as we encounter consumer resistance to price increases;

(iv)Labor costs continue to increase (due both to government mandates and labor shortages);

(v)The Reserve banks in the U.S., Australia and New Zealand have increased interest rates causing our cost of borrowing to increase materially; and

(vi)Increased fixed costs, such as third-party cinema rents, some of which are increasing due to long ago negotiated fixed rent increases, which are exacerbated on a cash flow basis now by our need to also pay certain rent deferrals accrued during the periods when our operations were closed or restricted due to the COVID-19 pandemic.

Notwithstanding the above, our global cinema segment operating income continues to grow when compared to pandemic periods. Movies leading the box office during this period included Barbie, Oppenheimer, Mission: Impossible – Dead Reckoning Part One, Indiana Jones and the Dial of Destiny, Teenage Mutant Ninja Turtles: Mutant Mayhem and Sound of Freedom. Despite the fact that our industry has not fully returned to pre-COVID-19 pandemic levels, our industry is recovering.

In light of the above factors, our Company continues its cost-reduction efforts in our cinema operating segment, including, but not limited to, restricting utilities and essential operating expenses to the minimum levels necessary, reducing employment costs by limiting hours of operation and/or shifts and increasing reliance on automation, and minimizing capital outlays. We continue to work with our landlords to manage our rent obligations. We have terminated cinema leases where their long-term profitability is in sufficient doubt.

Our Real Estate operating segment has been less impacted by the legacy impacts of the COVID-19 pandemic, with the exception of our assets associated with office space, such as 44 Union Square in New York City and 5995 Sepulveda in Culver City, California.

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 firstly 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 determine whether it is probable that our plans will mitigate the consequential going concern substantial doubt. Our evaluation is informed by current operating conditions (including the progressive improvement in both the cinema segment revenues and operating income due to the successful release of various movies during the period), liquidity positions, debt obligations, 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 since the onset of COVID-19 and is key to management’s overall evaluation of ASC 205-40 Going Concern. As of December 31, 2022, in our Form 10-K, we reported that our plans were probable of being implemented and thus they alleviated the substantial doubt about our Company’s ability to continue as a going concern.

We have $58.6 million of debt maturing in the twelve months from the issue of this Form 10-Q. As at September 30, 2023, we have unrestricted cash of $11.9 million and negative working capital of $85.7 million. To alleviate doubt that our Company will be able to generate sufficient cash flows for the coming twelve-months, these loans need to be refinanced, our revenues and net income need to continue to improve, cinema rents need to be renegotiated downward, and/or funds need to be raised through asset monetizations.

We believe that it is probable that our outstanding loans with current maturities will be extended on terms reasonably acceptable to us. The maturity date of our loan on the Cinemas 123 from Valley National Bank was extended from April 1, 2023, to July 3, 2023, then to October 3, 2023 to allow additional time to complete a refinance under a term sheet, and has now been extended to October 1, 2024, following the refinance on September 29, 2023. We extended our loan on our Australian assets from NAB facility to July 31, 2025. With respect to our U.S. based loan from Santander ($8.0 million), we expect our lender to extend that loan for a reasonable period to allow for an appropriate refinance. With respect to our loan on our assets in New Zealand from Westpac ($8.3 million), we have requested an extension for a reasonable period to allow for an appropriate refinance.

We have begun active processes to monetize certain assets as detailed in Note 6. Based on the results of our asset monetizations in 2021, we believe these processes will produce net proceeds sufficient to alleviate any substantial doubt about our Company’s ability to continue as a going concern. As we monitor the cinema market conditions (such as improving box office and progression of the Hollywood Strike negotiations), we are also currently exploring the potential monetization of other real estate assets to further enhance our liquidity conditions for the long-term future of our Company.

As noted above, we are continuing to reduce our fixed costs of operation by renegotiating lease rents and closing non-performing cinemas upon the expiration of their current lease terms.

Notwithstanding some temporary release schedule impacts from the Hollywood Strikes, we believe that the global cinema industry will continue to recover in 2023 and into 2024 and 2025. This belief underpins our forecasts and cash flow projections. Our forecasts rely upon, among other things, the current industry movie release schedule, which demonstrates an increased number of movies from the major studios and other distributors and an improvement in the quality of the movie titles, and the public’s demonstrable desire to attend movies in a theatrical environment. These factors are both out of management’s control and are material, individually and in aggregate, to the realization of management’s forecasts and expectations.

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 plans are probable of being implemented and that they alleviate 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. In 2022, when considered necessary, our Company performed quantitative recoverability tests of the carrying values of all its asset groups. These tests compare the carrying values of all asset groups to the estimated undiscounted future cash flows expected to result from the use of those asset groups. As a result of this testing, we recorded $1.5 million of impairment charges against certain cinema asset groups in the second quarter of 2022. The charges related to cinemas whose performance had not improved commensurate with the wider group. No further impairment charges were recorded in the remainder of the year. No impairment charges were recorded in nine months of 2023. Actual performance against our forecasts is dependent on several variables and conditions, many of which are subject to the uncertainties associated with COVID-19 and its aftermath, with government policy related to work-place regulation, increasing interest rates, inflationary impacts and with ongoing theatrical release patterns and applicable film rent, 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, 2022. The test was performed at a reporting unit level by comparing each reporting unit’s carrying value, including goodwill, to its fair value. The fair value of each reporting unit was assessed using a discounted cash flow model based on the budgetary revisions performed by management in response to COVID-19 and the developing market conditions. No additional triggering events were identified in the first nine months of 2023, and therefore no goodwill impairment testing or charges were necessary. Actual performance against our forecasts is dependent on several variables and conditions, many of which are subject to the uncertainties associated with COVID-19 and its aftermath, with government policy related to work-place regulation, increasing interest rates, inflationary impacts and with ongoing theatrical release patterns and applicable film rent and as a result, actual results may materially differ from management’s estimates.

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Operations In Foreign Currency

9 Months Ended

Sep. 30, 2023

Operations In Foreign Currency [Abstract]

Operations In Foreign Currency

Note 4 – Operations in Foreign Currency

We have significant assets in Australia and New Zealand. Historically, we have conducted our Australian and New Zealand operations (collectively “foreign operations”) on a self-funding basis, where we use cash flows generated by our foreign operations to pay for the expenses of those foreign operations. However, in recent periods, we have looked to our overseas operations to cover an increasing portion of our domestic general and administrative costs. Our Australian and New Zealand assets and liabilities are translated from their functional currencies of Australian dollar (“AU$”) and New Zealand dollar (“NZ$”), respectively, to the U.S. dollar based on the exchange rate as of September 30, 2023. The carrying value of the assets and liabilities of our foreign operations fluctuates as a result of changes in the exchange rates between the functional currencies of the foreign operations and the U.S. dollar. The translation adjustments are accumulated in the Accumulated Other Comprehensive Income in the Consolidated Balance Sheets.

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

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

	Foreign Currency / USD
	As of and ‎for the ‎quarter ‎ended	As of and for the nine months ended	As of and ‎for the ‎twelve months ‎ended	As of and ‎for the ‎quarter ‎ended	As of and for the nine months ended
	September 30, 2023		December 31, 2022	September 30, 2022
Spot Rate
Australian Dollar	0.6451		0.6805	0.6437
New Zealand Dollar	0.6013		0.6342	0.5642
Average Rate
Australian Dollar	0.6551	0.6691	0.6946	0.6829	0.7071
New Zealand Dollar	0.6053	0.6179	0.6357	0.6127	0.6463

 

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Earnings Per Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Earnings Per Share

Note 5 – Earnings Per Share

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

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

	Quarter Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands, except share data)	2023		2022		2023		2022
Numerator:
Net income (loss) attributable to Reading International, Inc.	$	(4,400)	$	(5,177)	$	(18,289)	$	(22,967)
Denominator:
Weighted average number of common stock – basic		22,273,423		22,043,823		22,208,757		22,011,755
Weighted average dilutive impact of awards		—		—		—		—
Weighted average number of common stock – diluted		22,273,423		22,043,823		22,208,757		22,011,755
Basic earnings (loss) per share	$	(0.20)	$	(0.23)	$	(0.82)	$	(1.04)
Diluted earnings (loss) per share	$	(0.20)	$	(0.23)	$	(0.82)	$	(1.04)
Awards excluded from diluted earnings (loss) per share		205,122		911,732		205,122		911,732

Our weighted average number 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 nine months of 2023 and 2022.

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

 

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Property And Equipment

9 Months Ended

Sep. 30, 2023

Property And Equipment [Abstract]

Property And Equipment

Note 6 – Property and Equipment

Operating Property, net

Property associated with our operating activities as at September 30, 2023 and December 31, 2022, is summarized as follows:

	September 30,		December 31,
(Dollars in thousands)	2023		2022
Land	$	59,479	$	67,392
Building and improvements		202,302		213,226
Leasehold improvements		59,067		64,230
Fixtures and equipment		188,955		194,753
Construction-in-progress		4,845		6,839
Total cost		514,648		546,440
Less: accumulated depreciation		(253,034)		(259,488)
Operating property, net	$	261,614	$	286,952

Depreciation expense for operating property was $4.5 million and $13.8 million for the quarter and nine months ended September 30, 2023, respectively, and $4.9 million and $15.5 million for the quarter and nine months ended September 30, 2022, respectively.

Investment and Development Property, net

Our investment and development property as of September 30, 2023 and December 31, 2022, is summarized below:

	September 30,		December 31,
(Dollars in thousands)	2023		2022
Land	$	3,657	$	3,857
Construction-in-progress (including capitalized interest)		4,679		4,935
Investment and development property	$	8,336	$	8,792

Construction-in-Progress – Operating and Investment Properties

Construction-in-Progress balances are included in both our operating and development properties. The balances of our major projects along with the movements for the nine months ended September 30, 2023, are shown below:

(Dollars in thousands)	Balance, ‎December 31, ‎2022		Additions during the period		Completed ‎during the ‎period		Foreign ‎currency ‎translation		Balance, ‎September 30, ‎2023
Courtenay Central development		6,380		—		—		(318)		6,062
Cinema developments and improvements		2,990		2,880		(3,542)		(61)		2,267
Other real estate projects		2,404		1,557		(2,744)		(22)		1,195
Total	$	11,774	$	4,437	$	(6,286)	$	(401)	$	9,524

Disposal Groups Held for Sale

Culver City, Los Angeles

In May 2023, we classified our Culver City administrative building, commonly known as 5995 Sepulveda Blvd., as held for sale. Our book value (as opposed to fair value) of the property is $11.2 million, being the lower of cost and fair value less costs to sell. No adjustments to the book value of the assets contained within this disposal group were required. The disposal group consists of land, a building and various leasehold improvements. We expect to complete the sale within 12 months. The property is currently encumbered with a $8.5 million first mortgage which will become due on sale. It is not anticipated that any pre-payment penalty or make-whole payment will be payable in connection with such payoff.

2483 Trenton Avenue, Williamsport, Pennsylvania

In June 2023, we classified our approximately 26.6-acre property at 2483 Trenton Avenue, Williamsport, Pennsylvania, as held for sale at the lower of cost and fair value less costs to sell. The current book value (as opposed to fair value) of the property is $460,000. The property is part of our historic railroad operations, consisting of land and an 18,000 square foot industrial building. No adjustments to the book value of the assets contained within this disposal group were required. We expect to complete the sale within 12 months. The property is unencumbered. We have retained CBRE as our exclusive agent for the marketing of this property.

Maitland Centre, New South Wales

In September 2023, we classified our freehold Maitland cinema as held for sale. Our book value (as opposed to fair value) of the property is $706,000, being the lower of cost and fair value less costs to sell. No adjustments to the book value of the assets contained within this disposal group were required. On October 25, 2023, we completed the sale of this property at a sales price of AU$2,800,000.

 

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Leases

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Leases

Note 7 – Leases

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

As Lessee

We have operating leases for certain cinemas, and finance leases for certain equipment assets. Our leases have remaining lease terms of 1 to 25 years, with certain leases having options to extend to up to a further 20 years. Lease payments for our cinema operating leases consist of fixed base rent, and for certain leases, variable lease payments consisting of contracted percentages of revenue, changes in the relevant CPI, and/or other contracted financial metrics.

The components of lease expense were as follows:

	Quarter Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2023		2022		2023		2022
Lease cost
Finance lease cost:
Amortization of right-of-use assets	$	8	$	8	$	23	$	30
Interest on lease liabilities		—		1		1		2
Operating lease cost		8,076		8,160		24,287		24,475
Variable lease cost		722		181		1,377		270
Total lease cost	$	8,806	$	8,350	$	25,688	$	24,777

Supplemental cash flow information related to leases is as follows:

	Nine Months Ended
	September 30,
(Dollars in thousands)	2023		2022
Cash flows relating to lease cost
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for finance leases	$	26	$	33
Operating cash flows for operating leases		24,944		26,034
Right-of-use assets obtained in exchange for new operating lease liabilities		1,578		6,720

Supplemental balance sheet information related to leases is as follows:

	September 30,		December 31,
(Dollars in thousands)	2023		2022
Operating leases
Operating lease right-of-use assets	$	180,718	$	200,417
Operating lease liabilities - current portion		22,977		23,971
Operating lease liabilities - non-current portion		180,002		200,037
Total operating lease liabilities	$	202,979	$	224,008
Finance leases
Property plant and equipment, gross		356		363
Accumulated depreciation		(353)		(338)
Property plant and equipment, net	$	3	$	25
Other current liabilities		3		28
Total finance lease liabilities	$	3	$	28
Other information
Weighted-average remaining lease term - finance leases		0		1
Weighted-average remaining lease term - operating leases		11		11
Weighted-average discount rate - finance leases		5.21%		5.21%
Weighted-average discount rate - operating leases		4.56%		4.55%

The maturities of our leases were as follows:

(Dollars in thousands)	Operating ‎leases		Finance ‎leases
2023	$	8,149	$	3
2024		31,198		—
2025		29,159		—
2026		27,283		—
2027		24,977		—
Thereafter		139,619		—
Total lease payments	$	260,385	$	3
Less imputed interest		(57,406)		—
Total	$	202,979	$	3

As Lessor

We have entered into various leases as a lessor for our owned real estate properties. These leases vary in length between 1 and 20 years, with certain leases containing options to extend at the behest of the applicable tenants. Lease components consist of fixed base rent, and for certain leases, variable lease payments consisting of contracted percentages of revenue, changes in the relevant CPI, and/or other contracted financial metrics. None of our leases grant any right to the tenant to purchase the underlying asset.

Lease income relating to operating lease payments was as follows:

	Quarter Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2023		2022		2023		2022
Components of lease income
Lease payments	$	2,834		2,046	$	8,271	$	6,065
Variable lease payments		288		333		618		598
Total lease income	$	3,122	$	2,379	$	8,889	$	6,663

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

	September 30,		December 31,
(Dollars in thousands)	2023		2022
Building and improvements
Gross balance	$	132,000	$	136,749
Accumulated depreciation		(27,234)		(26,148)
Net Book Value	$	104,766	$	110,601

The Maturity of our leases were as follows:

(Dollars in thousands)	Operating ‎leases
2023	$	2,345
2024		9,083
2025		8,696
2026		7,225
2027		6,541
Thereafter		28,045
Total	$	61,935

 

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Goodwill And Intangible Assets

9 Months Ended

Sep. 30, 2023

Goodwill And Intangible Assets [Abstract]

Goodwill And Intangible Assets

Note 8 – Goodwill and Intangible Assets

The table below summarizes goodwill by business segment as of September 30, 2023, and December 31, 2022.

(Dollars in thousands)	Cinema		Real Estate		Total
Balance at December 31, 2022	$	20,280	$	5,224	$	25,504
Foreign currency translation adjustment		(907)		—		(907)
Balance at September 30, 2023	$	19,373	$	5,224	$	24,597

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 2023. 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 September 30, 2023, we were not aware that any events indicating potential impairment of goodwill had occurred outside of those described at Note 3 – Impact of COVID-19 Pandemic and Liquidity.

The tables below summarize intangible assets other than goodwill, as of September 30, 2023, and December 31, 2022, respectively.

	As of September 30, 2023
(Dollars in thousands)	Beneficial ‎Leases		Trade ‎Name		Other ‎Intangible ‎Assets		Total
Gross carrying amount	$	11,237	$	9,058	$	4,829	$	25,124
Less: Accumulated amortization		(11,030)		(7,956)		(4,020)		(23,006)
Less: Impairments		—		—		(8)		(8)
Net intangible assets other than goodwill	$	207	$	1,102	$	801	$	2,110

	As of December 31, 2022
(Dollars in thousands)	Beneficial ‎Leases		Trade ‎Name		Other ‎Intangible ‎Assets		Total
Gross carrying amount	$	12,216	$	9,058	$	4,915	$	26,189
Less: Accumulated amortization		(11,964)		(7,838)		(3,956)		(23,758)
Less: Impairments		—		—		(40)		(40)
Net intangible assets other than goodwill	$	252	$	1,220	$	919	$	2,391

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 nine months ended September 30, 2023

	Quarter Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2023		2022		2023		2022
Beneficial lease amortization	$	21	$	21	$	43	$	65
Other amortization		129		286		182		396
Total intangible assets amortization	$	150	$	307	$	225	$	461

 

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Investments In Unconsolidated Joint Ventures

9 Months Ended

Sep. 30, 2023

Investments In Unconsolidated Joint Ventures [Abstract]

Investments In Unconsolidated Joint Ventures

Note 9 – Investments in Unconsolidated Joint Ventures

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

The table below summarizes our active investment holdings in two (2) unconsolidated joint ventures as of September 30, 2023, and December 31, 2022:

		September 30,		December 31,
(Dollars in thousands)	Interest	2023		2022
Rialto Cinemas	50.0%	$	860	$	920
Mt. Gravatt	33.3%		3,628		3,836
Total investments		$	4,488	$	4,756

For the quarter and nine months ended September 30, 2023 and 2022, the recognized share of equity earnings from our investments in unconsolidated joint ventures are as follows:

	Quarter Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2023		2022		2023		2022
Rialto Cinemas	$	25	$	(15)	$	(14)	$	(68)
Mt. Gravatt		192		76		457		301
Total equity earnings	$	217	$	61	$	443	$	233

 

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Prepaid And Other Assets

9 Months Ended

Sep. 30, 2023

Prepaid And Other Assets [Abstract]

Prepaid And Other Assets

Note 10 – Prepaid and Other Assets

Prepaid and other assets are summarized as follows:

	September 30,		December 31,
(Dollars in thousands)	2023		2022
Prepaid and other current assets
Prepaid expenses	$	2,349	$	1,859
Prepaid taxes		1,181		1,687
Income taxes receivable		415		—
Prepaid rent		19		—
Deposits		247		233
Interest receivable		16		8
Investments in marketable securities		16		17
Total prepaid and other current assets	$	4,243	$	3,804
Other non-current assets
Other non-cinema and non-rental real estate assets		675		1,134
Investment in Reading International Trust I		838		838
Straight-line rent asset		7,196		8,302
Long-term deposits		8		10
Total other non-current assets	$	8,717	$	10,284

 

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Income Taxes

9 Months Ended

Sep. 30, 2023

Income Taxes [Abstract]

Income Taxes

Note 11 – Income Taxes The interim provision for income taxes is different from the amount determined by applying the U.S. federal statutory rate to consolidated income or loss before taxes. The differences are attributable to foreign tax rate differential, unrecognized tax benefits, and change in valuation allowance. Our effective tax rate was (1.7%) and (6.9%) for the nine months ended September 30, 2023 and 2022, respectively. The difference is primarily due to a decrease in reserve for unrecognized tax benefits in 2023. The forecasted effective tax rate is updated each quarter as new information becomes available. 

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Borrowings

9 Months Ended

Sep. 30, 2023

Borrowings [Abstract]

Borrowings

Note 12 – Borrowings

Our Company’s borrowings at September 30, 2023 and December 31, 2022, net of deferred financing costs and including the impact of interest rate derivatives on effective interest rates, are summarized below:

	As of September 30, 2023
(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	$	27,117	9.63%	9.63%
Bank of America Credit Facility (US)	September 4, 2024		22,375		22,375		22,260	11.00%	11.00%
Cinemas 1, 2, 3 Term Loan (US)	October 1, 2024		21,061		21,061		20,805	8.31%	8.31%
Minetta & Orpheum Theatres Loan (US)(2)	November 1, 2023		8,000		8,000		7,998	8.22%	6.00%
U.S. Corporate Office Term Loan (US)	January 1, 2027		8,471		8,471		8,422	4.64% / 4.44%	4.61%
Union Square Financing (US)	May 6, 2024		55,000		46,840		46,447	12.52%	12.52%
Purchase Money Promissory Note (US)	September 18, 2024		776		776		776	5.00%	5.00%
Denominated in foreign currency ("FC") (3)
NAB Corporate Term Loan (AU)	July 31, 2025		64,831		64,831		64,708	5.85%	5.85%
Westpac Bank Corporate (NZ)	January 1, 2024		8,322		8,322		8,322	8.20%	8.20%
		$	216,749	$	208,589	$	206,855

(1)Net of deferred financing costs amounting to $1.7 million.

(2)The interest rate derivative associated with the Minetta & Orpheum loan provides for an effective fixed rate of 6.00%.

(3)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 September 30, 2023.

	As of December 31, 2022
(Dollars in thousands)	Maturity Date	Contractual ‎Facility		Balance, ‎Gross		Balance, ‎Net(1)		Stated ‎Interest ‎Rate	Effective ‎Interest ‎Rate
Denominated in USD
Trust Preferred Securities (US)	April 30, 2027	$	27,913	$	27,913	$	26,950	8.41%	8.41%
Bank of America Credit Facility (US)(5)	March 1, 2024		26,750		26,750		26,663	10.00%	10.00%
Cinemas 1, 2, 3 Term Loan (US)(5)	April 1, 2023		22,455		22,455		22,208	6.63%	6.63%
Minetta & Orpheum Theatres Loan (US)(2)	November 1, 2023		8,000		8,000		7,974	7.12%	5.15%
U.S. Corporate Office Term Loan (US)	January 1, 2027		8,674		8,674		8,613	4.64% / 4.44%	4.64%
Union Square Financing (US)(3)	May 6, 2024		55,000		43,000		42,484	11.25%	7.40%
Purchase Money Promissory Note (US)	September 18, 2024		1,333		1,333		1,333	5.00%	5.00%
Denominated in foreign currency ("FC")(4)
NAB Corporate Term Loan (AU)	June 30, 2024		68,731		68,731		68,662	4.82%	4.82%
Westpac Bank Corporate (NZ)	January 1, 2024		8,777		8,777		8,777	6.95%	6.95%
Total		$	227,633	$	215,633	$	213,664

(1)Net of deferred financing costs amounting to $2.0 million.

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

(3)The interest rate derivative associated with the Union Square loan provided for an effective fixed rate of 7.40%.

(4)The contractual facilities and outstanding balances of the foreign currency denominated borrowings were translated into U.S. dollars based on the applicable exchange rates as of December 31, 2022.

(5)This financing facilities were extended after December 31, 2022.

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

	September 30,		December 31,
Balance Sheet Caption (Dollars in thousands)	2023		2022
Debt - current portion	$	40,402	$	37,279
Debt - long-term portion		138,560		148,688
Subordinated debt - current portion		776		747
Subordinated debt - long-term portion		27,117		26,950
Total borrowings	$	206,855	$	213,664

Bank of America Credit Facility

Our Bank of America facility now matures on September 4, 2024, following a Q1 2023 loan modification, which, among other things, extended the maturity date from March 1, 2024. The current facility requires monthly repayments of $725,000 commencing in May 2023, with a balloon payment upon maturity. Interest is charged at a fixed rate of 3.0% above the Bank of America Prime rate, which itself has a floor of 1.0%. Payment-in-kind interest of 0.5% accrues from January 1, 2024, but will be waived in the event of repayment of the entire debt prior to April 1, 2024.

Minetta and Orpheum Theatres Loan

On October 12, 2018, we refinanced our $7.5 million loan with Santander Bank, which is secured by our Minetta and Orpheum Theatres, with a loan for a five-year term of $8.0 million.  Such modification was not considered to be substantial under U.S. GAAP.   Our current loan with Bank Santander matured on November 1, 2023.   Based on conversations with the Bank Santander, and while no assurances can be given, we understand that Bank Santander is preparing a proposal for a short term extension of that loan. 

U.S. Corporate Office Term Loan

On December 13, 2016, we obtained a ten-year $8.4 million mortgage loan on our Culver City building at a fixed annual interest rate of 4.64%. On June 26, 2017, we obtained a further $1.5 million at a fixed annual interest rate of 4.44%.

Cinemas 1,2,3 Term Loan

Our Cinemas 1,2,3 Term Loan is held by Sutton Hill Properties LLC (“SHP”), a 75% owned subsidiary of RDI. On September 29, 2023, we extended the maturity of this loan from October 3, 2023, to October 1, 2024. The loan is with Valley National Bank, carries an interest rate of 3.50% above monthly SOFR, with a floor of 7.50%, and includes provisions for a prepaid interest reserve.

Union Square Financing

On May 7, 2021, we closed on a new three-year $55.0 million loan facility with Emerald Creek Capital secured by our 44 Union Square property and certain limited guarantees. The facility bears a variable interest rate of one month LIBOR plus 6.9% with a floor of 7.0 %

and includes provisions for a prepaid interest and property tax reserve fund. The loan has two 12-month options to extend, and may be repaid at any time, without the payment of any premium. As these options are within our control, we continue to keep the loan classified as long-term. The loan currently carries an interest rate of 12.52%.

Purchase Money Promissory Note

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

Westpac Bank Corporate Credit Facility (NZ)

Our Westpac Corporate Credit Facility for NZ$13.8 million matures on January 1, 2024. The facility currently carries an interest rate and line of credit charge of 2.40% above the Bank Bill Bid Rate and 1.65% respectively. Westpac has waived the requirement to test certain covenants for each quarter since the third quarter of 2020, including the current quarter and the quarter ending December 31, 2023.

Australian NAB Corporate Term Loan (AU)

Our Revolving Corporate Markets Loan Facility with National Australia Bank (“NAB”) matures on July 31, 2025. It currently consists of (i) a AU$100.5 million Corporate Loan facility at 1.75% above BBSY, of which AU$60.0 million is revolving and AU$40.5 million is core and (ii) a Bank Guarantee Facility of AU$5.0 million at a rate of 1.9% per annum. The last required AU$500,000 in principal payment for core Corporate Loan Facility, before maturity, was paid in full on October 31, 2023.

 

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Other Liabilities

9 Months Ended

Sep. 30, 2023

Other Liabilities [Abstract]

Other Liabilities

Note 13 – Other Liabilities

Other liabilities are summarized as follows:

	September 30,		December 31,
(Dollars in thousands)	2023		2022
Current liabilities
Lease liability	$	5,900	$	—
Accrued pension		684		684
Security deposit payable		53		68
Finance lease liabilities		3		28
Other		33		33
Other current liabilities	$	6,673	$	813
Other liabilities
Lease make-good provision		5,860		6,131
Accrued pension		2,771		3,138
Deferred rent liability		1,537		2,484
Environmental reserve		1,656		1,656
Lease liability		—		5,900
Acquired leases		5		11
Other non-current liabilities	$	11,829	$	19,320

Pension Liability – Supplemental Executive Retirement Plan

Details of our Supplemental Executive Retirement Plan are disclosed in Note 13 – Pension and Other Liabilities in our 2022 Form 10-K.

Included in our current and non-current liabilities are accrued pension costs of $3.5 million on September 30, 2023. The benefits of our pension plan are fully vested and therefore no service costs were recognized for the nine months ended September 30, 2023, and 2022. Our pension plan is unfunded.

During the quarter and nine months ended September 30, 2023, the interest cost was $47,000 and $146,000, respectively, and the actuarial loss was $52,000 and $155,000, respectively. During the quarter and nine months ended September 30, 2022, the interest cost was $53,000 and $165,000, respectively, and the actuarial loss was $52,000 and $155,000, respectively.

 

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Accumulated Other Comprehensive Income

9 Months Ended

Sep. 30, 2023

Accumulated Other Comprehensive Income [Abstract]

Accumulated Other Comprehensive Income

Note 14 – 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, 2023	$	(697)	$	(18)	$	(1,822)	$	580	$	(1,957)
Change related to derivatives
Total change in hedge fair value recorded in Other Comprehensive Income		—		—		—		(2)		(2)
Amounts reclassified from accumulated other comprehensive income		—		—		—		(811)		(811)
Net change related to derivatives		—		—		—		(813)		(813)
Net current-period other comprehensive income (loss)		(3,033)		1		155		(813)		(3,690)
Balance at September 30, 2023	$	(3,730)	$	(17)	$	(1,667)	$	(233)	$	(5,647)

 

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Commitments And Contingencies

9 Months Ended

Sep. 30, 2023

Commitments And Contingencies [Abstract]

Commitments And Contingencies

Note 15 – Commitments and Contingencies

Litigation General

Insofar as our Company is aware, there are no claims, arbitration proceedings, or litigation proceedings that constitute material contingent liabilities of our Company. Such matters require significant judgments based on the facts known to us. These judgments are inherently uncertain and can change significantly when additional facts become known. We provide accruals for matters that have probable likelihood of occurrence and can be properly estimated as to their expected negative outcome. We do not record expected gains until the proceeds are received by us. However, we typically make no accruals for potential costs of defense, as such amounts are inherently uncertain and dependent upon the scope, extent and aggressiveness of the activities of the applicable plaintiff.

Litigation Matters

We are currently involved in certain legal proceedings and, as required, have accrued estimates of probable and estimable losses for the resolution of these claims, including legal costs.

Where we are the plaintiffs, we accrue legal fees as incurred on an on-going basis and make no provision for any potential settlement amounts until received. In Australia, the prevailing party is usually entitled to recover its attorneys’ fees, which recoveries typically work out to be approximately 60% of the amounts actually spent where first-class legal counsel is engaged at customary rates. Where we are a plaintiff, we have likewise made no provision for the liability for the defendant’s attorneys’ fees in the event we are determined not to be the prevailing party.

Where we are the defendants, we accrue for probable damages that insurance may not cover as they become known and can be reasonably estimated, as permitted under ASC 450-20 Loss Contingencies. In our opinion, any claims and litigation in which we are currently involved are not reasonably likely to have a material adverse effect on our business, results of operations, financial position, or liquidity. It is possible, however, that future results of the operations for any particular quarterly or annual period could be materially affected by the ultimate outcome of the legal proceedings. From time to time, we are involved with claims and lawsuits arising in the ordinary course of our business that may include contractual obligations, insurance claims, tax claims, employment matters, and anti-trust issues, among other matters.

Environmental and Asbestos Claims on Reading Legacy Operations

Certain of our subsidiaries were historically involved in railroad operations, coal mining, and manufacturing. Also, certain of these subsidiaries appear in the chain-of-title of properties that may suffer from pollution. Accordingly, certain of these subsidiaries have, from time to time, been named in and may in the future be named in various actions brought under applicable environmental laws. Also, we are in the real estate development business and may encounter from time to time environmental conditions at properties that we have acquired for development and which will need to be addressed in the future as part of the development process. These environmental conditions can increase the cost of such projects and adversely affect the value and potential for profit of such projects. We do not currently believe that our exposure under applicable environmental laws is material in amount.

From time to time, there are claims brought against us relating to the exposure of former employees to asbestos and/or coal dust. These are generally covered by an insurance settlement reached in September 1990 with our insurance providers1555. However, this insurance

settlement does not cover litigation by people who were not employees of our historic railroad operations and who may claim direct or second-hand exposure to asbestos, coal dust and/or other chemicals or elements now recognized as potentially causing cancer in humans. Our known exposure to these types of claims, asserted or probable of being asserted, is not material.

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Non-controlling Interests

9 Months Ended

Sep. 30, 2023

Non-controlling Interests [Abstract]

Non-controlling Interests

Note 16 – Non-controlling Interests

These are composed of the following enterprises:

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

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

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

The components of noncontrolling interests are as follows:

	September 30,		December 31,
(Dollars in thousands)	2023		2022
Australian Country Cinemas, Pty Ltd	$	82	$	26
Shadow View Land and Farming, LLC		(2)		(3)
Sutton Hill Properties, LLC		(23)		400
Noncontrolling interests in consolidated subsidiaries	$	57	$	423

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

	Quarter Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2023		2022		2023		2022
Australian Country Cinemas, Pty Ltd	$	25	$	15	$	60	$	76
Shadow View Land and Farming, LLC		1		(3)		1		(4)
Sutton Hill Properties, LLC		(91)		(134)		(422)		(300)
Net income (loss) attributable to noncontrolling interests	$	(65)	$	(122)	$	(361)	$	(228)

Summary of Controlling and Noncontrolling Stockholders’ Equity

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

	Common Stock								Retained				Accumulated		Reading
	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, 2023	20,412	$	235	1,681	$	17	$	153,784	$	(48,816)	$	(40,407)	$	(1,957)	$	62,856	$	423	$	63,279
Net income (loss)	—		—	—		—		—		(11,111)		—		—		(11,111)		(213)		(11,324)
Other comprehensive income, net	—		—	—		—		—		—		—		(1,293)		(1,293)		(1)		(1,294)
Share-based compensation expense	—		—	—		—		443		—		—		—		443		—		443
Restricted Stock Units	89		—	—		—		(132)		—		—		—		(132)		—		(132)
At March 31, 2023	20,501	$	235	1,681	$	17	$	154,095	$	(59,927)	$	(40,407)	$	(3,250)	$	50,763	$	209	$	50,972
Net income	—		—	—		—		—		(2,778)		—		—		(2,778)		(83)		(2,861)
Other comprehensive income, net	—		—	—		—		—		—		—		(740)		(740)		(1)		(741)
Share-based compensation expense	—		—	—		—		308		—		—		—		308		—		308
Restricted Stock Units	92		1	—		—		(113)		—		—		—		(112)		—		(112)
At June 30, 2023	20,593	$	236	1,681	$	17	$	154,290	$	(62,705)	$	(40,407)	$	(3,990)	$	47,441	$	125	$	47,566
Net income	—		—	—		—		—		(4,400)		—		—		(4,400)		(65)		(4,465)
Other comprehensive income, net	—		—	—		—		—		—		—		(1,657)		(1,657)		(3)		(1,660)
Share-based compensation expense	—		—	—		—		614		—		—		—		614		—		614
Restricted Stock Units	0		—	—		—		—		—		—		—		—		—		—
At September 30, 2023	20,593	$	236	1,681	$	17	$	154,904	$	(67,105)	$	(40,407)	$	(5,647)	$	41,998	$	57	$	42,055

	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, 2022	20,260	$	233	1,680	$	17	$	151,981	$	(12,632)	$	(40,407)	$	4,882	$	104,074	$	986	$	105,060
Net income (loss)	—		—	—		—		—		(15,354)		—		—		(15,354)		(99)		(15,453)
Other comprehensive income, net	—		—	—		—		—		—		—		3,524		3,524		1		3,525
Share-based compensation expense	—		—	—		—		415		—		—		—		415		—		415
Restricted Stock Units	52		1	—		—		(32)		—		—		—		(31)		—		(31)
Distributions to noncontrolling stockholders	—		—	—		—		—		—		—		—		—		(22)		(22)
At March 31, 2022	20,312	$	234	1,680	$	17	$	152,364	$	(27,986)	$	(40,407)	$	8,406	$	92,628	$	866	$	93,494
Net income	—		—	—		—		—		(2,436)		—		—		(2,436)		(7)		(2,443)
Other comprehensive income, net	—		—	—		—		—		—		—		(9,218)		(9,218)		1		(9,217)
Share-based compensation expense	—		—	—		—		466		—		—		—		466		—		466
Restricted Stock Units	49		—	—		—		(52)		—		—		—		(52)		—		(52)
Distributions to noncontrolling stockholders	—		—	—		—		—		—		—		—		—		(21)		(21)
At June 30, 2022	20,361	$	234	1,680	$	17	$	152,778	$	(30,422)	$	(40,407)	$	(812)	$	81,388	$	839	$	82,227
Net income	—		—	—		—		—		(5,177)		—		—		(5,177)		(122)		(5,299)
Other comprehensive income, net	—		—	—		—		—		—		—		(8,167)		(8,167)		(3)		(8,170)
Share-based compensation expense	—		—	—		—		497		—		—		—		497		--		497
Distributions to noncontrolling stockholders	—			—		—		—		—		—		—		--		(21)		(21)
At September 30, 2022	20,361	$	234	1,680	$	17	$	153,275	$	(35,599)	$	(40,407)	$	(8,979)	$	68,541	$	693	$	69,234

 

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Stock-Based Compensation And Stock Repurchases

9 Months Ended

Sep. 30, 2023

Share-Based Compensation and Stock Repurchases [Abstract]

Stock-Based Compensation and Stock Repurchases

Note 17 – Stock-Based Compensation and Stock Repurchases

Employee and Director Stock Incentive Plan

2020 Stock Incentive Plan

On November 4, 2020, the Company enacted the 2020 Stock Incentive Plan, which was also approved by the Company’s stockholders on December 8, 2020 (the “2020 Plan”). Under the 2020 Plan, the number of permitted authorized shares for issuance was 1,250,000 (the “2020 Authorized Amount”).   Added to the 2020 Authorized Amount would be any awards outstanding under the 2010 Plan and 2020 Plan that were subsequently forfeited (for instance, through a then outstanding out of the money option) or if the related shares are repurchased, a corresponding number of shares would automatically become available for issuance under the 2020 Plan, thus resulting in a potential increase from the 2020 Authorized Amount available for issuance under the 2020 Plan.

Under the 2020 Plan, the Company may grant stock options and other share-based payment awards of our Class A Common Stock to eligible employees, directors and consultants. At September 30, 2023, there were 278,193 shares of Class A Common Stock available for issuance under the 2020 Plan, which includes shares from the 2010 Plan that become available for issuance due to the forfeiture of then outstanding out of the money stock options.

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

Stock Options

We have estimated the grant-date fair value of our stock options using the Black-Scholes option-valuation model, which takes into account assumptions such as the dividend yield, the risk-free interest rate, the expected stock price volatility, and the expected life of the options. We expensed the estimated grant-date fair values of options over the vesting period on a straight-line basis. Based on our historical experience, the “deemed exercise” of expiring in-the-money options and the relative market price to strike price of the options, we have not estimated any forfeitures of vested or unvested options.

No stock options were issued in the nine months ended September 30, 2023.

For the quarters ended September 30, 2023, and 2022, we recorded a compensation expense of $9,000 and $53,000, respectively. For the nine months ended September 30, 2023, and 2022, we recorded a compensation expense of $27,000 and $159,000, respectively, with respect to our prior stock option grants. At September 30, 2023, the total unrecognized estimated compensation expense related to non-vested stock options was $9,000, which we expect to recognize over a weighted average vesting period of 0.25 years. The intrinsic, unrealized value of all options outstanding vested and expected to vest, at September 30, 2023, was nil, as the closing price of our Class A Common Stock on that date was $2.12.

The following table summarizes the number of options outstanding and exercisable as of September 30, 2023, and December 31, 2022:

	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, 2021	517,344	$	15.42	1.66	$	—
Granted	—		—	—		—
Exercised	—		—	—		—
Forfeited	(189,846)		14.63	—		—
Balance - December 31, 2022	327,498	$	15.87	1.24	$	—
Granted	—		—	—		—
Exercised	—		—	—		—
Forfeited	(122,376)		—	—		—
Balance - September 30, 2023	205,122	$	15.92	0.45	$	—

Restricted Stock Units

The following table summarizes the status of RSUs granted to date as of September 30, 2023:

	Restricted Stock Units
	RSU Grants (in units)			Vested,	Unvested,	Forfeited,
Grant Date	Directors	Management	Total ‎Grants	September 30, ‎2023	September 30, ‎2023	September 30, ‎2023
Opening balance	189,880	507,635	697,515	642,908	18,758	35,849
April 5, 2021	—	262,830	262,830	90,804	149,008	23,018
April 19, 2021	—	22,888	22,888	10,831	10,560	1,497
August 11, 2021	26,924	—	26,924	26,924	—	—
December 8, 2021	48,951	—	48,951	48,951	—	—
April 18, 2022	—	428,899	428,899	75,721	316,601	36,577
December 15, 2022	73,683	—	73,683	—	73,683	—
April 11, 2023	—	413,536	413,536	—	413,536	—
April 21, 2023	—	237,719	237,719	—	237,719	—
April 28, 2023	—	20,427	20,427	—	20,427	—
Total	339,438	1,893,934	2,233,372	896,139	1,240,292	96,941

Time vested RSU awards to management 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 of the RSUs granted to management, which vest on the third anniversary of their grant date based on the achievement of certain performance metrics. From 2021 onwards, RSUs have two structures, which include time vesting and performance vesting. The majority of RSUs vest 75% evenly over a period of four years, with the remaining 25% contingent upon the achievement of certain performance metrics, vesting in full on the third anniversary of the date of the grant. In the case of our Chief Executive Officer, RSUs vest 50% evenly over a period of four years with the remaining 50%, contingent upon the achievement of certain performance metrics, vesting in full on the third anniversary of the grant date. On April 11 and April 21, 2023, the Board of Directors determined that our Company was not in a position to pay cash bonuses that would otherwise have been earned by certain members of management under our Company’s Incentive Compensation Plan for 2022, and authorized the issuance in lieu of such cash bonuses 85,139 RSUs, vesting on April 11, 2024 and 52,350 RSUs, vesting on April 21, 2024.

RSUs issued to non-employee directors vest on the first to occur of (i) 5:00 pm, Los Angeles, CA time on the last business day prior to the one-year anniversary of the Grant Date or (ii) the date on which the Recipient has served such Recipient’s full term as a Director.

For the quarters ended September 30, 2023, and 2022, we recorded compensation expense of $604,000 and $444,000, respectively. For the nine months ended September 30, 2023, and 2022, we recorded compensation expense of $1.3 million and $1.2 million, respectively. The total unrecognized compensation expense related to the non-vested RSUs was $4.1 million as of September 30, 2023, which we expect to recognize over a weighted average vesting period of 1.48 years.

Stock Repurchase Program

On March 10, 2020, our Board of Directors authorized a $25.0 million increase to our 2017 stock repurchase program, bringing our total authorized repurchase amount remaining to $26.0 million, and extended the program to March 2, 2024. Through September 30, 2023, we have repurchased 1,792,819 shares of Class A Common Stock at an average price of $13.39 per share (excluding transaction costs). The last share repurchase made by our Company was made on March 5, 2020, at which time 25,000 shares were purchased at an average cost per share of $7.30.

 

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Hedge Accounting

9 Months Ended

Sep. 30, 2023

Hedge Accounting [Abstract]

Hedge Accounting

Note 18 – Hedge Accounting

As of September 30, 2023, our Company held interest rate derivatives in the total nominal amount of $8.0 million. As of December 31, 2022, our Company held interest rate derivatives in the total notional amount of $51.0 million.

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

	Asset Derivatives
	September 30,			December 31,
	2023			2022
(Dollars in thousands)	Balance sheet location	Fair value		Balance sheet location	Fair value
Interest rate contracts	Derivative financial instruments - current portion	$	17	Derivative financial instruments - current portion	$	907
	Derivative financial instruments - non-current portion		—	Derivative financial instruments - non-current portion		—
Total derivatives designated as hedging instruments		$	17		$	907
Total derivatives		$	17		$	907

The changes in fair value are recorded in Other Comprehensive Income and released into interest expense in the same period(s) in which the hedged transactions affect earnings. In the quarter and nine months ended September 30, 2023 and September 30, 2022, respectively, the derivative instruments affected Comprehensive Income as follows:

(Dollars in thousands)	Location of Loss Recognized in Income on Derivatives	Amount of Loss (Gain) Recognized in Income on Derivatives
		Quarter Ended September 30				Nine Months Ended September 30
			2023		2022		2023		2022
Interest rate contracts	Interest expense	$	(26)	$	(252)	$	(812)	$	(204)
Total		$	(26)	$	(252)	$	(812)	$	(204)

	Loss (Gain) Recognized in OCI on Derivatives (Effective Portion)
(Dollars in thousands)	Amount				Amount
	Quarter Ended September 30				Nine Months Ended September 30
		2023		2022		2023		2022
Interest rate contracts	$	—	$	(312)	$	2	$	(1,457)
Total	$	—	$	(312)	$	2	$	(1,457)
	Loss (Gain) Reclassified from OCI into Income (Effective Portion)
Line Item	Amount				Amount
	Quarter Ended September 30				Nine Months Ended September 30
		2023		2022		2023		2022
Interest expense	$	(26)	$	(252)	$	(812)	$	(204)
Total	$	(26)	$	(252)	$	(812)	$	(204)

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

 

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Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Measurements [Abstract]

Fair Value Measurements

Note 19 – Fair Value Measurements

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

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

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

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

As of September 30, 2023, and December 31, 2022, we had derivative financial assets carried and measured at fair value on a recurring basis of $17,000 and $907,000, respectfully. As of September 30, 2023, and December 31, 2022, we had no derivatives in a liability position.

The following tables summarize our financial liabilities that are carried at cost and measured at fair value on a non-recurring basis as of September 30, 2023, and December 31, 2022, by level within the fair value hierarchy.

			Fair Value Measurement at September 30, 2023
(Dollars in thousands)	Carrying ‎Value(1)		Level 1		Level 2		Level 3		Total
Notes payable	$	179,900	$	—	$	—	$	177,329	$	177,329
Subordinated debt		28,689		—		—		26,035		26,035
	$	208,589	$	—	$	—	$	203,364	$	203,364

			Fair Value Measurement at December 31, 2022
(Dollars in thousands)	Carrying ‎Value(1)		Level 1		Level 2		Level 3		Total
Notes payable	$	186,387	$	—	$	—	$	172,230	$	172,230
Subordinated debt		29,246		—		—		25,025		25,025
	$	215,633	$	—	$	—	$	197,255	$	197,255

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

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 September 30, 2023, and December 31, 2022.

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 September 30, 2023, and December 31, 2022, we concluded that the credit valuation adjustments were not significant to the overall valuation of our derivatives.

Level 3 borrowings include our secured and unsecured notes payable, trust preferred securities and other debt instruments. The borrowings are valued based on discounted cash flow models that incorporate appropriate market discount rates. We calculated the market discount rate by obtaining period-end treasury rates for fixed-rate debt, or LIBOR for variable-rate debt, for maturities that correspond to the maturities of our debt, adding appropriate credit spreads derived from information obtained from third-party financial institutions. These credit spreads take into account factors such as our credit rate, debt maturity, types of borrowings, and the loan-to-value ratios of the debt.

Our Company’s financial instruments also include cash, cash equivalents, receivables and accounts payable. The carrying values of these financial instruments approximate the fair values due to their short maturities. Additionally, there were no transfers of assets and liabilities between levels 1, 2, or 3 during the quarter and nine months ended September 30, 2023, and September 30, 2022.

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Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 20 – Subsequent Events

On October 25, 2023, we closed on the sale of our property in Maitland, NSW in Australia for AU$2.8 million. We simultaneously entered into a lease back to Reading Cinemas for a 2-year period.

On November 1, 2023, we closed our Reading Cinema in Rohnert Park, California.

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Summary Of Significant Accounting Policies (Policy)

9 Months Ended

Sep. 30, 2023

Summary Of Significant Accounting Policies [Abstract]

Basis Of Consolidation

Basis of Consolidation

The accompanying consolidated financial statements include the accounts of our Company’s wholly-owned subsidiaries as well as majority-owned subsidiaries that our Company controls, and should be read in conjunction with our Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2022 (“2022 Form 10-K”). All significant intercompany balances and transactions have been eliminated on consolidation. These consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim reporting with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (“SEC”). As such, they do not include all information and footnotes required by U.S. GAAP for complete financial statements. We believe that we have included all normal and recurring adjustments necessary for a fair presentation of the results for the interim period.

Operating results for the quarter and nine months ended September 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

Use Of Estimates

Use of EstimatesThe preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and footnotes thereto. Significant estimates include (i) projections we make regarding the recoverability and impairment of our assets (including goodwill and intangibles), (ii) valuations of our derivative instruments, (iii) recoverability of our deferred tax assets, (iv) estimation of breakage and redemption experience rates, which drive how we recognize breakage on our gift card and gift certificates, and revenue from our customer loyalty program, 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

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Description Of Business And Segment Reporting (Tables)

9 Months Ended

Sep. 30, 2023

Description Of Business And Segment Reporting [Abstract]

Summary Of Results Of Operations For Principal Business Segments

	Quarter Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2023		2022		2023		2022
Revenue:
Cinema exhibition	$	62,688	$	48,358	$	165,731	$	147,476
Real estate		5,056		4,070		15,338		12,265
Inter-segment elimination		(1,181)		(1,232)		(3,644)		(3,833)
	$	66,563	$	51,196	$	177,425	$	155,908
Segment operating income (loss):
Cinema exhibition	$	4,395	$	(2,137)	$	4,256	$	(5,902)
Real estate		920		(145)		3,212		(125)
	$	5,315	$	(2,282)	$	7,468	$	(6,027)

Reconciliation To Net Income Attributable To Common Shareholders

	Quarter Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2023		2022		2023		2022
Segment operating income (loss)	$	5,315	$	(2,282)	$	7,468	$	(6,027)
Unallocated corporate expense
Depreciation and amortization expense		(172)		(258)		(527)		(804)
General and administrative expense		(4,124)		(4,190)		(12,014)		(13,249)
Interest expense, net		(5,072)		(3,694)		(14,063)		(10,242)
Equity earnings of unconsolidated joint ventures		217		61		443		233
Gain (loss) on sale of assets		—		(59)		—		(59)
Other income (expense)		267		5,455		356		8,445
Income (loss) before income tax expense	$	(3,569)	$	(4,967)	$	(18,337)	$	(21,703)

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Operations In Foreign Currency (Tables)

9 Months Ended

Sep. 30, 2023

Operations In Foreign Currency [Abstract]

Summary Of Currency Exchange Rates

	Foreign Currency / USD
	As of and ‎for the ‎quarter ‎ended	As of and for the nine months ended	As of and ‎for the ‎twelve months ‎ended	As of and ‎for the ‎quarter ‎ended	As of and for the nine months ended
	September 30, 2023		December 31, 2022	September 30, 2022
Spot Rate
Australian Dollar	0.6451		0.6805	0.6437
New Zealand Dollar	0.6013		0.6342	0.5642
Average Rate
Australian Dollar	0.6551	0.6691	0.6946	0.6829	0.7071
New Zealand Dollar	0.6053	0.6179	0.6357	0.6127	0.6463

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Computation Of Basic And Diluted Earnings (Loss) Per Share

	Quarter Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands, except share data)	2023		2022		2023		2022
Numerator:
Net income (loss) attributable to Reading International, Inc.	$	(4,400)	$	(5,177)	$	(18,289)	$	(22,967)
Denominator:
Weighted average number of common stock – basic		22,273,423		22,043,823		22,208,757		22,011,755
Weighted average dilutive impact of awards		—		—		—		—
Weighted average number of common stock – diluted		22,273,423		22,043,823		22,208,757		22,011,755
Basic earnings (loss) per share	$	(0.20)	$	(0.23)	$	(0.82)	$	(1.04)
Diluted earnings (loss) per share	$	(0.20)	$	(0.23)	$	(0.82)	$	(1.04)
Awards excluded from diluted earnings (loss) per share		205,122		911,732		205,122		911,732

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Property And Equipment (Tables)

9 Months Ended

Sep. 30, 2023

Property And Equipment [Abstract]

Schedule Of Property And Equipment

	September 30,		December 31,
(Dollars in thousands)	2023		2022
Land	$	59,479	$	67,392
Building and improvements		202,302		213,226
Leasehold improvements		59,067		64,230
Fixtures and equipment		188,955		194,753
Construction-in-progress		4,845		6,839
Total cost		514,648		546,440
Less: accumulated depreciation		(253,034)		(259,488)
Operating property, net	$	261,614	$	286,952

Summary Of Investment And Development Property

	September 30,		December 31,
(Dollars in thousands)	2023		2022
Land	$	3,657	$	3,857
Construction-in-progress (including capitalized interest)		4,679		4,935
Investment and development property	$	8,336	$	8,792

Construction-In-Progress Balance

(Dollars in thousands)	Balance, ‎December 31, ‎2022		Additions during the period		Completed ‎during the ‎period		Foreign ‎currency ‎translation		Balance, ‎September 30, ‎2023
Courtenay Central development		6,380		—		—		(318)		6,062
Cinema developments and improvements		2,990		2,880		(3,542)		(61)		2,267
Other real estate projects		2,404		1,557		(2,744)		(22)		1,195
Total	$	11,774	$	4,437	$	(6,286)	$	(401)	$	9,524

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Leases (Tables)

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Components Of Lease Expense

	Quarter Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2023		2022		2023		2022
Lease cost
Finance lease cost:
Amortization of right-of-use assets	$	8	$	8	$	23	$	30
Interest on lease liabilities		—		1		1		2
Operating lease cost		8,076		8,160		24,287		24,475
Variable lease cost		722		181		1,377		270
Total lease cost	$	8,806	$	8,350	$	25,688	$	24,777

Supplemental Cash Flow Information Related To Leases

	Nine Months Ended
	September 30,
(Dollars in thousands)	2023		2022
Cash flows relating to lease cost
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for finance leases	$	26	$	33
Operating cash flows for operating leases		24,944		26,034
Right-of-use assets obtained in exchange for new operating lease liabilities		1,578		6,720

Supplemental Balance Sheet Information Related To Leases

	September 30,		December 31,
(Dollars in thousands)	2023		2022
Operating leases
Operating lease right-of-use assets	$	180,718	$	200,417
Operating lease liabilities - current portion		22,977		23,971
Operating lease liabilities - non-current portion		180,002		200,037
Total operating lease liabilities	$	202,979	$	224,008
Finance leases
Property plant and equipment, gross		356		363
Accumulated depreciation		(353)		(338)
Property plant and equipment, net	$	3	$	25
Other current liabilities		3		28
Total finance lease liabilities	$	3	$	28
Other information
Weighted-average remaining lease term - finance leases		0		1
Weighted-average remaining lease term - operating leases		11		11
Weighted-average discount rate - finance leases		5.21%		5.21%
Weighted-average discount rate - operating leases		4.56%		4.55%

Maturity Of Leases As Lessee

(Dollars in thousands)	Operating ‎leases		Finance ‎leases
2023	$	8,149	$	3
2024		31,198		—
2025		29,159		—
2026		27,283		—
2027		24,977		—
Thereafter		139,619		—
Total lease payments	$	260,385	$	3
Less imputed interest		(57,406)		—
Total	$	202,979	$	3

Components Of Lease Income

	Quarter Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2023		2022		2023		2022
Components of lease income
Lease payments	$	2,834		2,046	$	8,271	$	6,065
Variable lease payments		288		333		618		598
Total lease income	$	3,122	$	2,379	$	8,889	$	6,663

Book Value Of Assets Under Operating Leases From Owned Assets

	September 30,		December 31,
(Dollars in thousands)	2023		2022
Building and improvements
Gross balance	$	132,000	$	136,749
Accumulated depreciation		(27,234)		(26,148)
Net Book Value	$	104,766	$	110,601

Maturity Of Leases As Lessor

(Dollars in thousands)	Operating ‎leases
2023	$	2,345
2024		9,083
2025		8,696
2026		7,225
2027		6,541
Thereafter		28,045
Total	$	61,935

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Goodwill And Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill And Intangible Assets [Abstract]

Summary Of Goodwill

(Dollars in thousands)	Cinema		Real Estate		Total
Balance at December 31, 2022	$	20,280	$	5,224	$	25,504
Foreign currency translation adjustment		(907)		—		(907)
Balance at September 30, 2023	$	19,373	$	5,224	$	24,597

Summary Of Intangible Assets Other Than Goodwill

	As of September 30, 2023
(Dollars in thousands)	Beneficial ‎Leases		Trade ‎Name		Other ‎Intangible ‎Assets		Total
Gross carrying amount	$	11,237	$	9,058	$	4,829	$	25,124
Less: Accumulated amortization		(11,030)		(7,956)		(4,020)		(23,006)
Less: Impairments		—		—		(8)		(8)
Net intangible assets other than goodwill	$	207	$	1,102	$	801	$	2,110

	As of December 31, 2022
(Dollars in thousands)	Beneficial ‎Leases		Trade ‎Name		Other ‎Intangible ‎Assets		Total
Gross carrying amount	$	12,216	$	9,058	$	4,915	$	26,189
Less: Accumulated amortization		(11,964)		(7,838)		(3,956)		(23,758)
Less: Impairments		—		—		(40)		(40)
Net intangible assets other than goodwill	$	252	$	1,220	$	919	$	2,391

Summary Of Amortization Expense

	Quarter Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2023		2022		2023		2022
Beneficial lease amortization	$	21	$	21	$	43	$	65
Other amortization		129		286		182		396
Total intangible assets amortization	$	150	$	307	$	225	$	461

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Investments In Unconsolidated Joint Ventures (Tables)

9 Months Ended

Sep. 30, 2023

Investments In Unconsolidated Joint Ventures [Abstract]

Summary Of The Investments In Unconsolidated Joint Ventures And Entities

		September 30,		December 31,
(Dollars in thousands)	Interest	2023		2022
Rialto Cinemas	50.0%	$	860	$	920
Mt. Gravatt	33.3%		3,628		3,836
Total investments		$	4,488	$	4,756

Summary Of Equity Earnings (Losses) From Investments In Unconsolidated Joint Ventures

	Quarter Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2023		2022		2023		2022
Rialto Cinemas	$	25	$	(15)	$	(14)	$	(68)
Mt. Gravatt		192		76		457		301
Total equity earnings	$	217	$	61	$	443	$	233

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Prepaid And Other Assets (Tables)

9 Months Ended

Sep. 30, 2023

Prepaid And Other Assets [Abstract]

Summary Of Prepaid And Other Assets

	September 30,		December 31,
(Dollars in thousands)	2023		2022
Prepaid and other current assets
Prepaid expenses	$	2,349	$	1,859
Prepaid taxes		1,181		1,687
Income taxes receivable		415		—
Prepaid rent		19		—
Deposits		247		233
Interest receivable		16		8
Investments in marketable securities		16		17
Total prepaid and other current assets	$	4,243	$	3,804
Other non-current assets
Other non-cinema and non-rental real estate assets		675		1,134
Investment in Reading International Trust I		838		838
Straight-line rent asset		7,196		8,302
Long-term deposits		8		10
Total other non-current assets	$	8,717	$	10,284

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Borrowings (Tables)

9 Months Ended

Sep. 30, 2023

Borrowings [Abstract]

Summary Of Borrowings

	As of September 30, 2023
(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	$	27,117	9.63%	9.63%
Bank of America Credit Facility (US)	September 4, 2024		22,375		22,375		22,260	11.00%	11.00%
Cinemas 1, 2, 3 Term Loan (US)	October 1, 2024		21,061		21,061		20,805	8.31%	8.31%
Minetta & Orpheum Theatres Loan (US)(2)	November 1, 2023		8,000		8,000		7,998	8.22%	6.00%
U.S. Corporate Office Term Loan (US)	January 1, 2027		8,471		8,471		8,422	4.64% / 4.44%	4.61%
Union Square Financing (US)	May 6, 2024		55,000		46,840		46,447	12.52%	12.52%
Purchase Money Promissory Note (US)	September 18, 2024		776		776		776	5.00%	5.00%
Denominated in foreign currency ("FC") (3)
NAB Corporate Term Loan (AU)	July 31, 2025		64,831		64,831		64,708	5.85%	5.85%
Westpac Bank Corporate (NZ)	January 1, 2024		8,322		8,322		8,322	8.20%	8.20%
		$	216,749	$	208,589	$	206,855

(1)Net of deferred financing costs amounting to $1.7 million.

(2)The interest rate derivative associated with the Minetta & Orpheum loan provides for an effective fixed rate of 6.00%.

(3)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 September 30, 2023.

	As of December 31, 2022
(Dollars in thousands)	Maturity Date	Contractual ‎Facility		Balance, ‎Gross		Balance, ‎Net(1)		Stated ‎Interest ‎Rate	Effective ‎Interest ‎Rate
Denominated in USD
Trust Preferred Securities (US)	April 30, 2027	$	27,913	$	27,913	$	26,950	8.41%	8.41%
Bank of America Credit Facility (US)(5)	March 1, 2024		26,750		26,750		26,663	10.00%	10.00%
Cinemas 1, 2, 3 Term Loan (US)(5)	April 1, 2023		22,455		22,455		22,208	6.63%	6.63%
Minetta & Orpheum Theatres Loan (US)(2)	November 1, 2023		8,000		8,000		7,974	7.12%	5.15%
U.S. Corporate Office Term Loan (US)	January 1, 2027		8,674		8,674		8,613	4.64% / 4.44%	4.64%
Union Square Financing (US)(3)	May 6, 2024		55,000		43,000		42,484	11.25%	7.40%
Purchase Money Promissory Note (US)	September 18, 2024		1,333		1,333		1,333	5.00%	5.00%
Denominated in foreign currency ("FC")(4)
NAB Corporate Term Loan (AU)	June 30, 2024		68,731		68,731		68,662	4.82%	4.82%
Westpac Bank Corporate (NZ)	January 1, 2024		8,777		8,777		8,777	6.95%	6.95%
Total		$	227,633	$	215,633	$	213,664

(1)Net of deferred financing costs amounting to $2.0 million.

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

(3)The interest rate derivative associated with the Union Square loan provided for an effective fixed rate of 7.40%.

(4)The contractual facilities and outstanding balances of the foreign currency denominated borrowings were translated into U.S. dollars based on the applicable exchange rates as of December 31, 2022.

(5)This financing facilities were extended after December 31, 2022.

Schedule Of Long-term Debt Instruments, Net Of The Deferred Financing Costs

	September 30,		December 31,
Balance Sheet Caption (Dollars in thousands)	2023		2022
Debt - current portion	$	40,402	$	37,279
Debt - long-term portion		138,560		148,688
Subordinated debt - current portion		776		747
Subordinated debt - long-term portion		27,117		26,950
Total borrowings	$	206,855	$	213,664

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Other Liabilities (Tables)

9 Months Ended

Sep. 30, 2023

Other Liabilities [Abstract]

Summary Of Other Liabilities Including Pension

	September 30,		December 31,
(Dollars in thousands)	2023		2022
Current liabilities
Lease liability	$	5,900	$	—
Accrued pension		684		684
Security deposit payable		53		68
Finance lease liabilities		3		28
Other		33		33
Other current liabilities	$	6,673	$	813
Other liabilities
Lease make-good provision		5,860		6,131
Accrued pension		2,771		3,138
Deferred rent liability		1,537		2,484
Environmental reserve		1,656		1,656
Lease liability		—		5,900
Acquired leases		5		11
Other non-current liabilities	$	11,829	$	19,320

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Accumulated Other Comprehensive Income (Tables)

9 Months Ended

Sep. 30, 2023

Accumulated Other Comprehensive Income [Abstract]

Summary Of Accumulated Other Comprehensive Income

(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, 2023	$	(697)	$	(18)	$	(1,822)	$	580	$	(1,957)
Change related to derivatives
Total change in hedge fair value recorded in Other Comprehensive Income		—		—		—		(2)		(2)
Amounts reclassified from accumulated other comprehensive income		—		—		—		(811)		(811)
Net change related to derivatives		—		—		—		(813)		(813)
Net current-period other comprehensive income (loss)		(3,033)		1		155		(813)		(3,690)
Balance at September 30, 2023	$	(3,730)	$	(17)	$	(1,667)	$	(233)	$	(5,647)

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Non-controlling Interests (Tables)

9 Months Ended

Sep. 30, 2023

Non-controlling Interests [Abstract]

Components Of Non-controlling Interests

	September 30,		December 31,
(Dollars in thousands)	2023		2022
Australian Country Cinemas, Pty Ltd	$	82	$	26
Shadow View Land and Farming, LLC		(2)		(3)
Sutton Hill Properties, LLC		(23)		400
Noncontrolling interests in consolidated subsidiaries	$	57	$	423

Components Of Income Attributable To Non-controlling Interest

	Quarter Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2023		2022		2023		2022
Australian Country Cinemas, Pty Ltd	$	25	$	15	$	60	$	76
Shadow View Land and Farming, LLC		1		(3)		1		(4)
Sutton Hill Properties, LLC		(91)		(134)		(422)		(300)
Net income (loss) attributable to noncontrolling interests	$	(65)	$	(122)	$	(361)	$	(228)

Summary Of Changes In Controlling And Non-controlling Stockholders’ Equity

	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, 2023	20,412	$	235	1,681	$	17	$	153,784	$	(48,816)	$	(40,407)	$	(1,957)	$	62,856	$	423	$	63,279
Net income (loss)	—		—	—		—		—		(11,111)		—		—		(11,111)		(213)		(11,324)
Other comprehensive income, net	—		—	—		—		—		—		—		(1,293)		(1,293)		(1)		(1,294)
Share-based compensation expense	—		—	—		—		443		—		—		—		443		—		443
Restricted Stock Units	89		—	—		—		(132)		—		—		—		(132)		—		(132)
At March 31, 2023	20,501	$	235	1,681	$	17	$	154,095	$	(59,927)	$	(40,407)	$	(3,250)	$	50,763	$	209	$	50,972
Net income	—		—	—		—		—		(2,778)		—		—		(2,778)		(83)		(2,861)
Other comprehensive income, net	—		—	—		—		—		—		—		(740)		(740)		(1)		(741)
Share-based compensation expense	—		—	—		—		308		—		—		—		308		—		308
Restricted Stock Units	92		1	—		—		(113)		—		—		—		(112)		—		(112)
At June 30, 2023	20,593	$	236	1,681	$	17	$	154,290	$	(62,705)	$	(40,407)	$	(3,990)	$	47,441	$	125	$	47,566
Net income	—		—	—		—		—		(4,400)		—		—		(4,400)		(65)		(4,465)
Other comprehensive income, net	—		—	—		—		—		—		—		(1,657)		(1,657)		(3)		(1,660)
Share-based compensation expense	—		—	—		—		614		—		—		—		614		—		614
Restricted Stock Units	0		—	—		—		—		—		—		—		—		—		—
At September 30, 2023	20,593	$	236	1,681	$	17	$	154,904	$	(67,105)	$	(40,407)	$	(5,647)	$	41,998	$	57	$	42,055

	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, 2022	20,260	$	233	1,680	$	17	$	151,981	$	(12,632)	$	(40,407)	$	4,882	$	104,074	$	986	$	105,060
Net income (loss)	—		—	—		—		—		(15,354)		—		—		(15,354)		(99)		(15,453)
Other comprehensive income, net	—		—	—		—		—		—		—		3,524		3,524		1		3,525
Share-based compensation expense	—		—	—		—		415		—		—		—		415		—		415
Restricted Stock Units	52		1	—		—		(32)		—		—		—		(31)		—		(31)
Distributions to noncontrolling stockholders	—		—	—		—		—		—		—		—		—		(22)		(22)
At March 31, 2022	20,312	$	234	1,680	$	17	$	152,364	$	(27,986)	$	(40,407)	$	8,406	$	92,628	$	866	$	93,494
Net income	—		—	—		—		—		(2,436)		—		—		(2,436)		(7)		(2,443)
Other comprehensive income, net	—		—	—		—		—		—		—		(9,218)		(9,218)		1		(9,217)
Share-based compensation expense	—		—	—		—		466		—		—		—		466		—		466
Restricted Stock Units	49		—	—		—		(52)		—		—		—		(52)		—		(52)
Distributions to noncontrolling stockholders	—		—	—		—		—		—		—		—		—		(21)		(21)
At June 30, 2022	20,361	$	234	1,680	$	17	$	152,778	$	(30,422)	$	(40,407)	$	(812)	$	81,388	$	839	$	82,227
Net income	—		—	—		—		—		(5,177)		—		—		(5,177)		(122)		(5,299)
Other comprehensive income, net	—		—	—		—		—		—		—		(8,167)		(8,167)		(3)		(8,170)
Share-based compensation expense	—		—	—		—		497		—		—		—		497		--		497
Distributions to noncontrolling stockholders	—			—		—		—		—		—		—		--		(21)		(21)
At September 30, 2022	20,361	$	234	1,680	$	17	$	153,275	$	(35,599)	$	(40,407)	$	(8,979)	$	68,541	$	693	$	69,234

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Stock-Based Compensation and Stock Repurchases (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Compensation and Stock Repurchases [Abstract]

Summary Of Stock Options Outstanding And Exercisable

	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, 2021	517,344	$	15.42	1.66	$	—
Granted	—		—	—		—
Exercised	—		—	—		—
Forfeited	(189,846)		14.63	—		—
Balance - December 31, 2022	327,498	$	15.87	1.24	$	—
Granted	—		—	—		—
Exercised	—		—	—		—
Forfeited	(122,376)		—	—		—
Balance - September 30, 2023	205,122	$	15.92	0.45	$	—

Schedule Of Restricted Stock Units Issued And Vested

	Restricted Stock Units
	RSU Grants (in units)			Vested,	Unvested,	Forfeited,
Grant Date	Directors	Management	Total ‎Grants	September 30, ‎2023	September 30, ‎2023	September 30, ‎2023
Opening balance	189,880	507,635	697,515	642,908	18,758	35,849
April 5, 2021	—	262,830	262,830	90,804	149,008	23,018
April 19, 2021	—	22,888	22,888	10,831	10,560	1,497
August 11, 2021	26,924	—	26,924	26,924	—	—
December 8, 2021	48,951	—	48,951	48,951	—	—
April 18, 2022	—	428,899	428,899	75,721	316,601	36,577
December 15, 2022	73,683	—	73,683	—	73,683	—
April 11, 2023	—	413,536	413,536	—	413,536	—
April 21, 2023	—	237,719	237,719	—	237,719	—
April 28, 2023	—	20,427	20,427	—	20,427	—
Total	339,438	1,893,934	2,233,372	896,139	1,240,292	96,941

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Hedge Accounting (Tables)

9 Months Ended

Sep. 30, 2023

Hedge Accounting [Abstract]

Schedule Of Derivative Instruments On The Balance Sheet At Fair Value

	Asset Derivatives
	September 30,			December 31,
	2023			2022
(Dollars in thousands)	Balance sheet location	Fair value		Balance sheet location	Fair value
Interest rate contracts	Derivative financial instruments - current portion	$	17	Derivative financial instruments - current portion	$	907
	Derivative financial instruments - non-current portion		—	Derivative financial instruments - non-current portion		—
Total derivatives designated as hedging instruments		$	17		$	907
Total derivatives		$	17		$	907

Schedule Of Changes in Fair value

(Dollars in thousands)	Location of Loss Recognized in Income on Derivatives	Amount of Loss (Gain) Recognized in Income on Derivatives
		Quarter Ended September 30				Nine Months Ended September 30
			2023		2022		2023		2022
Interest rate contracts	Interest expense	$	(26)	$	(252)	$	(812)	$	(204)
Total		$	(26)	$	(252)	$	(812)	$	(204)

Summary Of Hedged Transactions That Affect Earnings

	Loss (Gain) Recognized in OCI on Derivatives (Effective Portion)
(Dollars in thousands)	Amount				Amount
	Quarter Ended September 30				Nine Months Ended September 30
		2023		2022		2023		2022
Interest rate contracts	$	—	$	(312)	$	2	$	(1,457)
Total	$	—	$	(312)	$	2	$	(1,457)
	Loss (Gain) Reclassified from OCI into Income (Effective Portion)
Line Item	Amount				Amount
	Quarter Ended September 30				Nine Months Ended September 30
		2023		2022		2023		2022
Interest expense	$	(26)	$	(252)	$	(812)	$	(204)
Total	$	(26)	$	(252)	$	(812)	$	(204)

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Measurements [Abstract]

Schedule Of Fair Value Carried At Cost And Measured On A Nonrecurring Basis

			Fair Value Measurement at September 30, 2023
(Dollars in thousands)	Carrying ‎Value(1)		Level 1		Level 2		Level 3		Total
Notes payable	$	179,900	$	—	$	—	$	177,329	$	177,329
Subordinated debt		28,689		—		—		26,035		26,035
	$	208,589	$	—	$	—	$	203,364	$	203,364

			Fair Value Measurement at December 31, 2022
(Dollars in thousands)	Carrying ‎Value(1)		Level 1		Level 2		Level 3		Total
Notes payable	$	186,387	$	—	$	—	$	172,230	$	172,230
Subordinated debt		29,246		—		—		25,025		25,025
	$	215,633	$	—	$	—	$	197,255	$	197,255

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

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Description Of Business And Segment Reporting (Summary Of Results Of Operations For Principal Business Segments) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenue	$ 66,563	$ 51,196	$ 177,425	$ 155,908
Segment operating income (loss)	1,019	(6,731)	(5,073)	(20,080)
Operating Segments [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenue	66,563	51,196	177,425	155,908
Segment operating income (loss)	5,315	(2,282)	7,468	(6,027)
Intersegment Eliminations [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenue	(1,181)	(1,232)	(3,644)	(3,833)
Cinema Exhibition [Member] | Operating Segments [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenue	62,688	48,358	165,731	147,476
Segment operating income (loss)	4,395	(2,137)	4,256	(5,902)
Real Estate [Member] | Operating Segments [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenue	5,056	4,070	15,338	12,265
Segment operating income (loss)	$ 920	$ (145)	$ 3,212	$ (125)

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Description Of Business And Segment Reporting (Reconciliation To Net Income Attributable To Common Shareholders) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Segment operating income (loss)	$ 1,019	$ (6,731)	$ (5,073)	$ (20,080)
Depreciation and amortization expense	(4,580)	(5,010)	(13,908)	(15,781)
General and administrative expense	(5,405)	(5,257)	(15,693)	(17,364)
Equity earnings of unconsolidated joint ventures	217	61	443	233
Gain (loss) on sale of assets		(59)		(59)
Other income (expense)	267	5,455	356	8,445
Income (loss) before income taxes	(3,569)	(4,967)	(18,337)	(21,703)
Operating Segments [Member]
Segment Reporting Information [Line Items]
Segment operating income (loss)	5,315	(2,282)	7,468	(6,027)
Unallocated Corporate Expense [Member]
Segment Reporting Information [Line Items]
Depreciation and amortization expense	(172)	(258)	(527)	(804)
General and administrative expense	(4,124)	(4,190)	(12,014)	(13,249)
Interest expense, net	$ (5,072)	$ (3,694)	$ (14,063)	$ (10,242)

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Impact Of COVID-19 Pandemic And The Writers And Actors Strikes On Operations And Liquidity (Details) - USD ($)	6 Months Ended		9 Months Ended
	Dec. 31, 2022	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Impact Of Covid [Line Items]
Debt, Current			$ 58,600,000
Cash and cash equivalents	$ 29,947,000		11,925,000	$ 39,628,000
Working capital			(85,700,000)
Impairment charges against sites	$ 0	$ 1,500,000	0	$ 1,549,000
Goodwill impairment			0
Westpac Bank Corporate Credit Facility [Member]
Impact Of Covid [Line Items]
Debt, Current			8,300,000
Santander Bank [Member]
Impact Of Covid [Line Items]
Debt, Current			$ 8,000,000.0

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Operations In Foreign Currency (Summary Of Currency Exchange Rates) (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Australian Dollar [Member] | Spot Rate [Member]
Currency Exchange Rates [Line Items]
Foreign currency exchange rate	0.6451	0.6437	0.6451	0.6437	0.6805
Australian Dollar [Member] | Average Rate [Member]
Currency Exchange Rates [Line Items]
Foreign currency exchange rate	0.6551	0.6829	0.6691	0.7071	0.6946
New Zealand Dollar [Member] | Spot Rate [Member]
Currency Exchange Rates [Line Items]
Foreign currency exchange rate	0.6013	0.5642	0.6013	0.5642	0.6342
New Zealand Dollar [Member] | Average Rate [Member]
Currency Exchange Rates [Line Items]
Foreign currency exchange rate	0.6053	0.6127	0.6179	0.6463	0.6357

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Earnings Per Share (Narrative) (Details) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Class A [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares repurchased plan, shares	0	0

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Earnings Per Share (Computation Of Basic And Diluted Earnings (Loss) Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Earnings Per Share [Abstract]
Net income (loss) attributable to Reading International, Inc.	$ (4,400)	$ (5,177)	$ (18,289)	$ (22,967)
Weighted average number of common stock – basic	22,273,423	22,043,823	22,208,757	22,011,755
Weighted average number of common stock – diluted	22,273,423	22,043,823	22,208,757	22,011,755
Basic earnings (loss) per share	$ (0.20)	$ (0.23)	$ (0.82)	$ (1.04)
Diluted earnings (loss) per share	$ (0.20)	$ (0.23)	$ (0.82)	$ (1.04)
Awards excluded from diluted earnings (loss) per share	205,122	911,732	205,122	911,732

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Property and Equipment (Narrative) (Details) $ in Thousands, $ in Thousands, a in Millions	1 Months Ended	3 Months Ended		9 Months Ended
	Jun. 30, 2023 USD ($) ft² a	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2023 AUD ($)	Sep. 30, 2022 USD ($)	Sep. 01, 2023 USD ($)	May 31, 2023 USD ($)
Property, Plant and Equipment [Line Items]
Depreciation expense for operating property		$ 4,500	$ 4,900	$ 13,800		$ 15,500
Disposal Group, Not Discontinued Operations [Member] | 2483 Trenton Avenue Williamsport Pennsylvania [Member]
Property, Plant and Equipment [Line Items]
Acre Of Land Announced To Be Sold | a	26.6
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | 2483 Trenton Avenue Williamsport Pennsylvania [Member]
Property, Plant and Equipment [Line Items]
Book value	$ 460
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | 2483 Trenton Avenue Williamsport Pennsylvania [Member] | Land [Member]
Property, Plant and Equipment [Line Items]
Area of Land | ft²	18,000
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Culver City Los Angeles [Member]
Property, Plant and Equipment [Line Items]
Book value								$ 11,200
Sale price								$ 8,500
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Maitland Centre New South Wales [Member]
Property, Plant and Equipment [Line Items]
Book value							$ 706
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Maitland Centre New South Wales [Member] | Land [Member]
Property, Plant and Equipment [Line Items]
Proceeds from sale of assets					$ 2,800

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Property and Equipment (Schedule Of Property And Equipment) (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total cost	$ 514,648	$ 546,440
Less: accumulated depreciation	(253,034)	(259,488)
Operating property, net	261,614	286,952
Land [Member]
Property, Plant and Equipment [Line Items]
Total cost	59,479	67,392
Building And Improvements [Member]
Property, Plant and Equipment [Line Items]
Total cost	202,302	213,226
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total cost	59,067	64,230
Fixtures And Equipment [Member]
Property, Plant and Equipment [Line Items]
Total cost	188,955	194,753
Construction-In-Progress [Member]
Property, Plant and Equipment [Line Items]
Total cost	$ 4,845	$ 6,839

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Property and Equipment (Summary Of Investment And Development Property) (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Investment and development property	$ 8,336	$ 8,792
Land [Member]
Property, Plant and Equipment [Line Items]
Investment and development property	3,657	3,857
Construction-In-Progress (Including Capitalized Interest) [Member]
Property, Plant and Equipment [Line Items]
Investment and development property	$ 4,679	$ 4,935

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Property And Equipment (Construction-In-Progress Balance) (Details) - Operating And Investing Properties [Member] $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Property, Plant and Equipment [Line Items]
Balance	$ 11,774
Additions during the period	4,437
Completed during the period	(6,286)
Foreign currency translation	(401)
Balance	9,524
Courtenay Central Development [Member]
Property, Plant and Equipment [Line Items]
Balance	6,380
Foreign currency translation	(318)
Balance	6,062
Cinema Developments And Improvements [Member]
Property, Plant and Equipment [Line Items]
Balance	2,990
Additions during the period	2,880
Completed during the period	(3,542)
Foreign currency translation	(61)
Balance	2,267
Other Real Estate Projects [Member]
Property, Plant and Equipment [Line Items]
Balance	2,404
Additions during the period	1,557
Completed during the period	(2,744)
Foreign currency translation	(22)
Balance	$ 1,195

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Leases (Narrative) (Details)	Sep. 30, 2023
Minimum [Member]
Operating Leased Assets [Line Items]
Remaining lease term	1 year
Maximum [Member]
Operating Leased Assets [Line Items]
Remaining lease term	25 years
Renewal term	20 years
Real Estate [Member] | Minimum [Member]
Operating Leased Assets [Line Items]
Lease term of contract	1 year
Real Estate [Member] | Maximum [Member]
Operating Leased Assets [Line Items]
Lease term of contract	20 years

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Leases (Components Of Lease Expense) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Amortization of right-of-use assets	$ 8	$ 8	$ 23	$ 30
Interest on lease liabilities		1	1	2
Operating lease cost	8,076	8,160	24,287	24,475
Variable lease cost	722	181	1,377	270
Total lease cost	$ 8,806	$ 8,350	$ 25,688	$ 24,777

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Leases (Supplemental Cash Flow Information Related To Leases) (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Operating cash flows for finance leases	$ 26	$ 33
Operating cash flows for operating leases	24,944	26,034
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 1,578	$ 6,720

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Leases (Supplemental Balance Sheet Information Related To Leases) (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Operating lease right-of-use assets	$ 180,718	$ 200,417
Operating lease liabilities - current portion	22,977	23,971
Operating lease liabilities - non-current portion	180,002	200,037
Total operating lease liabilities	202,979	224,008
Property plant and equipment, gross	356	363
Accumulated depreciation	(353)	(338)
Property plant and equipment, net	3	25
Other current liabilities	3	28
Total finance lease liabilities	$ 3	$ 28
Weighted-average remaining lease term - finance leases	0 years	1 year
Weighted-average remaining lease term - operating leases	11 years	11 years
Weighted-average discount rate - finance leases	5.21%	5.21%
Weighted-average discount rate - operating leases	4.56%	4.55%

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Leases (Maturity Of Leases As Lessee) (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Operating leases, 2023	$ 8,149
Operating leases, 2024	31,198
Operating leases, 2025	29,159
Operating leases, 2026	27,283
Operating leases, 2027	24,977
Operating leases, Thereafter	139,619
Operating leases, Total lease payments	260,385
Operating leases, Less imputed interest	(57,406)
Total operating lease liabilities	202,979	$ 224,008
Finance leases, 2023	3
Finance leases, Total lease payments	3
Total finance lease liabilities	$ 3	$ 28

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Leases (Components Of Lease Income) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Lease payments	$ 2,834	$ 2,046	$ 8,271	$ 6,065
Variable lease payments	288	333	618	598
Total lease income	$ 3,122	$ 2,379	$ 8,889	$ 6,663

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Leases (Book Value Of Assets Under Operating Leases From Owned Assets) (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property Subject to or Available for Operating Lease [Line Items]
Gross balance	$ 514,648	$ 546,440
Accumulated depreciation	(253,034)	(259,488)
Operating property, net	261,614	286,952
Building And Improvements [Member]
Property Subject to or Available for Operating Lease [Line Items]
Gross balance	132,000	136,749
Accumulated depreciation	(27,234)	(26,148)
Operating property, net	$ 104,766	$ 110,601

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Leases (Maturity Of Leases As Lessor) (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Leases [Abstract]
2023	$ 2,345
2024	9,083
2025	8,696
2026	7,225
2027	6,541
Thereafter	28,045
Total	$ 61,935

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Goodwill And Intangible Assets (Narrative) (Details)	9 Months Ended
	Sep. 30, 2023 USD ($)
Finite-Lived Intangible Assets [Line Items]
Goodwill impairment	$ 0
Trade Name [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets estimated useful life	30 years
Other Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets estimated useful life	30 years

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Goodwill And Intangible Assets (Summary Of Goodwill) (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Goodwill [Line Items]
Beginning balance	$ 25,504
Foreign currency translation adjustment	(907)
Ending balance	24,597
Cinema [Member]
Goodwill [Line Items]
Beginning balance	20,280
Foreign currency translation adjustment	(907)
Ending balance	19,373
Real Estate [Member]
Goodwill [Line Items]
Beginning balance	5,224
Ending balance	$ 5,224

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Goodwill And Intangible Assets (Summary Of Intangible Assets Other Than Goodwill) (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 25,124	$ 26,189
Less: Accumulated amortization	(23,006)	(23,758)
Less: Impairments	(8)	(40)
Net intangible assets other than goodwill	2,110	2,391
Beneficial Leases [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	11,237	12,216
Less: Accumulated amortization	(11,030)	(11,964)
Net intangible assets other than goodwill	207	252
Trade Name [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	9,058	9,058
Less: Accumulated amortization	(7,956)	(7,838)
Net intangible assets other than goodwill	1,102	1,220
Other Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	4,829	4,915
Less: Accumulated amortization	(4,020)	(3,956)
Less: Impairments	(8)	(40)
Net intangible assets other than goodwill	$ 801	$ 919

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Goodwill And Intangible Assets (Summary Of Amortization Expense) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Finite-Lived Intangible Assets [Line Items]
Intangible assets amortization	$ 150	$ 307	$ 225	$ 461
Beneficial Lease Amortization [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets amortization	21	21	43	65
Other Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets amortization	$ 129	$ 286	$ 182	$ 396

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Investments In Unconsolidated Joint Ventures (Narrative) (Details) - item	Sep. 30, 2023	Dec. 31, 2022
Investments In Unconsolidated Joint Ventures [Abstract]
Number of joint venture investments	2	2

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Investments In Unconsolidated Joint Ventures (Summary Of The Investments In Unconsolidated Joint Ventures And Entities) (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Schedule of Equity Method Investments [Line Items]
Total Joint Ventures	$ 4,488	$ 4,756
Mt. Gravatt [Member]
Schedule of Equity Method Investments [Line Items]
Interest	33.30%
Total Joint Ventures	$ 3,628	3,836
Rialto Cinemas [Member]
Schedule of Equity Method Investments [Line Items]
Interest	50.00%
Total Joint Ventures	$ 860	$ 920

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Investments In Unconsolidated Joint Ventures (Summary Of Equity Earnings (Losses) From Investments In Unconsolidated Joint Ventures) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Schedule of Equity Method Investments [Line Items]
Total equity earnings	$ 217	$ 61	$ 443	$ 233
Mt. Gravatt [Member]
Schedule of Equity Method Investments [Line Items]
Total equity earnings	192	76	457	301
Rialto Cinemas [Member]
Schedule of Equity Method Investments [Line Items]
Total equity earnings	$ 25	$ (15)	$ (14)	$ (68)

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Prepaid And Other Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Prepaid And Other Assets [Abstract]
Prepaid expenses	$ 2,349	$ 1,859
Prepaid taxes	1,181	1,687
Income taxes receivable	415
Prepaid rent	19
Deposits	247	233
Interest receivable	16	8
Investments in marketable securities	16	17
Total prepaid and other current assets	4,243	3,804
Other non-cinema and non-rental real estate assets	675	1,134
Investment in Reading International Trust I	838	838
Straight-line rent asset	7,196	8,302
Long-term deposits	8	10
Total other non-current assets	$ 8,717	$ 10,284

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Income Taxes (Details)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Income Taxes [Abstract]
Effective tax rate	(1.70%)	(6.90%)

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Borrowings (Bank Of America Credit Facility) (Narrative) (Details) - Bank Of America Credit Facility [Member] - USD ($)	1 Months Ended	9 Months Ended	12 Months Ended
	May 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Debt Instrument, Periodic Payment	$ 725,000
Payment in kind interest rate		0.50%
Maturity date		Sep. 04, 2024	Mar. 01, 2024
Floor Rate [Member]
Debt Instrument [Line Items]
Spread on variable rate		1.00%
Prime Rate [Member]
Debt Instrument [Line Items]
Spread on variable rate		3.00%

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Borrowings (Minetta And Orpheum Theatres Loan) (Narrative) (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Oct. 12, 2018
Debt Instrument [Line Items]
Debt carrying amount	$ 208,589	$ 215,633
Minetta And Orpheum Theatres Loan [Member]
Debt Instrument [Line Items]
Debt carrying amount	$ 8,000	$ 8,000	$ 7,500
Debt instrument term	5 years
Debt, face amount	$ 8,000

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Borrowings (U.S. Corporate Office Term Loan) (Narrative) (Details) - USD ($) $ in Thousands			9 Months Ended	12 Months Ended
	Jun. 26, 2017	Dec. 13, 2016	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Contractual facility			$ 216,749	$ 227,633
U.S. Corporate Office Term Loan [Member]
Debt Instrument [Line Items]
Debt instrument term		10 years
Contractual facility		$ 8,400	$ 8,471	$ 8,674
Interest rate	4.44%	4.64%
Debt increase	$ 1,500

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Borrowings (Cinema 1, 2, 3 Term Loan) (Narrative) (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Contractual facility	$ 216,749	$ 227,633
Sutton Hill Properties, LLC [Member]
Debt Instrument [Line Items]
Ownership percentage by parent	75.00%
US Cinema 1, 2, 3 Term Loan [Member]
Debt Instrument [Line Items]
Contractual facility	$ 21,061	$ 22,455
Debt Instrument Floor Interest Rate	7.50
Maturity date	Oct. 01, 2024	Apr. 01, 2023
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | US Cinema 1, 2, 3 Term Loan [Member]
Debt Instrument [Line Items]
Interest rate	3.50%

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Borrowings (Union Square Construction Financing) (Narrative) (Details) $ in Millions	9 Months Ended
	Sep. 30, 2023 USD ($)
Emerald Creek Capital [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 55.0
Interest rate	12.52%
Union Square Construction Financing [Member]
Debt Instrument [Line Items]
Line of credit facility, term	3 years
Floor Rate [Member] | Emerald Creek Capital [Member]
Debt Instrument [Line Items]
Spread on variable rate	7.00%
LIBOR [Member] | Emerald Creek Capital [Member]
Debt Instrument [Line Items]
Spread on variable rate	6.90%

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Borrowings (Purchase Money Promissory Note) (Narrative) (Details) - USD ($) $ in Millions		9 Months Ended		12 Months Ended
	Sep. 18, 2019	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Purchase Money Promissory Note [Member]
Debt Instrument [Line Items]
Maturity date	Sep. 18, 2024	Sep. 18, 2024		Sep. 18, 2024
Interest rate	5.00%
Payment to repurchase shares	$ 3.5
Class A [Member]
Debt Instrument [Line Items]
Shares repurchased plan, shares		0	0
Class A [Member] | Purchase Money Promissory Note [Member]
Debt Instrument [Line Items]
Shares repurchased plan, shares	407,000
Payment to repurchase shares	$ 5.5

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Borrowings (Westpac Bank Corporate Credit Facility (NZ)) (Narrative) (Details) $ in Thousands, $ in Millions	9 Months Ended		12 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2023 NZD ($)	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
Contractual facility	$ 216,749		$ 227,633
Westpac Bank Corporate Credit Facility [Member]
Debt Instrument [Line Items]
Contractual facility	$ 8,322	$ 13.8	$ 8,777
Maturity date	Jan. 01, 2024	Jan. 01, 2024	Jan. 01, 2024
Interest rate	2.40%	2.40%
Westpac Bank Corporate Credit Facility [Member] | Bank Bill Swap Bid Rate [Member]
Debt Instrument [Line Items]
Interest rate	1.65%	1.65%

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Borrowings (Australian NAB Corporate Term Loan (AU)) (Narrative) (Details)	9 Months Ended
	Sep. 30, 2023 AUD ($)
Australian NAB Corporate Loan Facility Tier 3 [Member]
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 100,500,000
Spread on variable interest rate	1.75%
Australian NAB Corporate Loan Facility Tier 3 [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 60,000,000.0
Australian NAB Corporate Loan Facility Tier 3 [Member] | Core Facility [Member]
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	40,500,000
NAB Australian Corporate Term Loan And Revolver Tier 1, 2, 3 [Member] | Core Facility [Member]
Debt Instrument [Line Items]
Principal payment	500,000
Australian NAB Bank Guarantee Facility Tier 3 [Member]
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 5,000,000.0
Spread on variable interest rate	1.90%
Maturity date	Jul. 31, 2025

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Borrowings (Summary Of Borrowings) (Details) $ in Thousands, $ in Millions			9 Months Ended		12 Months Ended
	Sep. 18, 2019	Dec. 13, 2016 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2023 NZD ($)	Dec. 31, 2022 USD ($)	Oct. 12, 2018 USD ($)
Debt Instrument [Line Items]
Contractual Facility			$ 216,749		$ 227,633
Balance Gross			208,589		215,633
Balance Net			206,855		213,664
Deferred financing costs, net			$ 1,700		$ 2,000
Trust Preferred Securities [Member]
Debt Instrument [Line Items]
Maturity Date			Apr. 30, 2027	Apr. 30, 2027	Apr. 30, 2027
Contractual Facility			$ 27,913		$ 27,913
Balance Gross			27,913		27,913
Balance Net			$ 27,117		$ 26,950
Stated Interest Rate			9.63%	9.63%	8.41%
Effective Interest Rate			9.63%		8.41%
Bank Of America Credit Facility [Member]
Debt Instrument [Line Items]
Maturity Date			Sep. 04, 2024	Sep. 04, 2024	Mar. 01, 2024
Contractual Facility			$ 22,375		$ 26,750
Balance Gross			22,375		26,750
Balance Net			$ 22,260		$ 26,663
Stated Interest Rate			11.00%	11.00%	10.00%
Effective Interest Rate			11.00%		10.00%
US Cinema 1, 2, 3 Term Loan [Member]
Debt Instrument [Line Items]
Maturity Date			Oct. 01, 2024	Oct. 01, 2024	Apr. 01, 2023
Contractual Facility			$ 21,061		$ 22,455
Balance Gross			21,061		22,455
Balance Net			$ 20,805		$ 22,208
Stated Interest Rate			8.31%	8.31%	6.63%
Effective Interest Rate			8.31%		6.63%
Minetta And Orpheum Theatres Loan [Member]
Debt Instrument [Line Items]
Maturity Date			Nov. 01, 2023	Nov. 01, 2023	Nov. 01, 2023
Contractual Facility			$ 8,000		$ 8,000
Balance Gross			8,000		8,000	$ 7,500
Balance Net			$ 7,998		$ 7,974
Stated Interest Rate			8.22%	8.22%	7.12%
Effective Interest Rate			6.00%		5.15%
Derivative, Fixed Interest Rate					5.15%
U.S. Corporate Office Term Loan [Member]
Debt Instrument [Line Items]
Maturity Date			Jan. 01, 2027	Jan. 01, 2027	Jan. 01, 2027
Contractual Facility		$ 8,400	$ 8,471		$ 8,674
Balance Gross			8,471		8,674
Balance Net			$ 8,422		$ 8,613
Effective Interest Rate			4.61%		4.64%
Union Square Construction Financing [Member]
Debt Instrument [Line Items]
Maturity Date			May 06, 2024	May 06, 2024	May 06, 2024
Contractual Facility			$ 55,000		$ 55,000
Balance Gross			46,840		43,000
Balance Net			$ 46,447		$ 42,484
Stated Interest Rate			12.52%	12.52%	11.25%
Effective Interest Rate			12.52%		7.40%
Derivative, Fixed Interest Rate					7.40%
Purchase Money Promissory Note [Member]
Debt Instrument [Line Items]
Maturity Date	Sep. 18, 2024		Sep. 18, 2024	Sep. 18, 2024	Sep. 18, 2024
Contractual Facility			$ 776		$ 1,333
Balance Gross			776		1,333
Balance Net			$ 776		$ 1,333
Stated Interest Rate			5.00%	5.00%	5.00%
Effective Interest Rate			5.00%		5.00%
NAB Australian Corporate Term Loan [Member]
Debt Instrument [Line Items]
Maturity Date			Jul. 31, 2025	Jul. 31, 2025	Jun. 30, 2024
Contractual Facility			$ 64,831		$ 68,731
Balance Gross			64,831		68,731
Balance Net			$ 64,708		$ 68,662
Stated Interest Rate			5.85%	5.85%	4.82%
Effective Interest Rate			5.85%		4.82%
Westpac Bank Corporate Credit Facility [Member]
Debt Instrument [Line Items]
Maturity Date			Jan. 01, 2024	Jan. 01, 2024	Jan. 01, 2024
Contractual Facility			$ 8,322	$ 13.8	$ 8,777
Balance Gross			8,322		8,777
Balance Net			$ 8,322		$ 8,777
Stated Interest Rate			8.20%	8.20%	6.95%
Effective Interest Rate			8.20%		6.95%
Minimum [Member] | U.S. Corporate Office Term Loan [Member]
Debt Instrument [Line Items]
Stated Interest Rate			4.44%	4.44%	4.44%
Maximum [Member] | U.S. Corporate Office Term Loan [Member]
Debt Instrument [Line Items]
Stated Interest Rate			4.64%	4.64%	4.64%

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Borrowings (Schedule Of Long-term Debt Instruments, Net Of The Deferred Financing Costs) (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Borrowings [Abstract]
Debt - current portion	$ 40,402	$ 37,279
Debt - long-term portion	138,560	148,688
Subordinated debt - current portion	776	747
Subordinated debt - long-term portion	27,117	26,950
Total borrowings	$ 206,855	$ 213,664

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Other Liabilities (Narrative) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Other Liabilities [Abstract]
Service cost			$ 0	$ 0
Interest cost	$ 47,000	$ 53,000	146,000	165,000
Actuarial loss (gain)	52,000	$ 52,000	155,000	$ 155,000
Accrued pension costs included in other liabilities	$ 3,500,000		$ 3,500,000

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Other Liabilities (Summary Of Other Liabilities Including Pension) (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Other Liabilities [Abstract]
Lease liability	$ 5,900
Accrued pension	684	$ 684
Security deposit payable	53	68
Finance lease liabilities	3	28
Other	33	33
Other current liabilities	6,673	813
Lease make-good provision	5,860	6,131
Accrued pension	2,771	3,138
Deferred rent liability	1,537	2,484
Environmental reserve	1,656	1,656
Lease liability		5,900
Acquired leases	5	11
Other non-current liabilities	$ 11,829	$ 19,320

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Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance	$ 47,566	$ 50,972	$ 63,279	$ 82,227	$ 93,494	$ 105,060	$ 63,279	$ 105,060
Net change related to derivatives	(26)			60			(813)	1,253
Net current-period other comprehensive income (loss)	(1,660)	(741)	(1,294)	(8,170)	(9,217)	3,525
Balance	42,055	47,566	50,972	69,234	82,227	93,494	42,055	69,234
Foreign Currency Items [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance			(697)				(697)
Net current-period other comprehensive income (loss)							(3,033)
Balance	(3,730)						(3,730)
Unrealized Gain (Losses) On Available-For-Sale Investments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance			(18)				(18)
Net current-period other comprehensive income (loss)							1
Balance	(17)						(17)
Accrued Pension Service Costs [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance			(1,822)				(1,822)
Net current-period other comprehensive income (loss)							155
Balance	(1,667)						(1,667)
Hedge Accounting Reserve [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance			580				580
Total change in hedge fair value recorded in Other Comprehensive Income							(2)
Amounts reclassified from accumulated other comprehensive income							(811)
Net change related to derivatives							(813)
Net current-period other comprehensive income (loss)							(813)
Balance	(233)						(233)
Accumulated Other Comprehensive Income (Loss) [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance	(3,990)	(3,250)	(1,957)	(812)	8,406	4,882	(1,957)	4,882
Total change in hedge fair value recorded in Other Comprehensive Income							(2)
Amounts reclassified from accumulated other comprehensive income							(811)
Net change related to derivatives							(813)
Net current-period other comprehensive income (loss)	(1,657)	(740)	(1,293)	(8,167)	(9,218)	3,524	(3,690)
Balance	$ (5,647)	$ (3,990)	$ (3,250)	$ (8,979)	$ (812)	$ 8,406	$ (5,647)	$ (8,979)

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Non-controlling Interests (Narrative) (Details)	Sep. 30, 2023
Australian Country Cinemas, Pty Ltd [Member]
Noncontrolling Interest [Line Items]
Ownership percentage by noncontrolling interest	25.00%
Sutton Hill Properties, LLC [Member]
Noncontrolling Interest [Line Items]
Ownership percentage by noncontrolling interest	25.00%
Shadow View Land And Farming, LLC [Member]
Noncontrolling Interest [Line Items]
Ownership percentage by noncontrolling interest	50.00%
Sutton Hill Capital, LLC [Member]
Noncontrolling Interest [Line Items]
Ownership percentage by noncontrolling interest	50.00%

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Non-controlling Interests (Components Of Non-controlling Interests) (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Noncontrolling Interest [Line Items]
Net income (loss) attributable to non-controlling interests in consolidated subsidiaries	$ 57	$ 423
Australian Country Cinemas, Pty Ltd [Member]
Noncontrolling Interest [Line Items]
Net income (loss) attributable to non-controlling interests in consolidated subsidiaries	82	26
Shadow View Land And Farming, LLC [Member]
Noncontrolling Interest [Line Items]
Net income (loss) attributable to non-controlling interests in consolidated subsidiaries	(2)	(3)
Sutton Hill Properties, LLC [Member]
Noncontrolling Interest [Line Items]
Net income (loss) attributable to non-controlling interests in consolidated subsidiaries	$ (23)	$ 400

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Non-controlling Interests (Components Of Income Attributable To Non-controlling Interest) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Noncontrolling Interest [Line Items]
Net income (loss) attributable to noncontrolling interests in consolidated subsidiaries	$ (65)	$ (122)	$ (361)	$ (228)
Australian Country Cinemas, Pty Ltd [Member]
Noncontrolling Interest [Line Items]
Net income (loss) attributable to noncontrolling interests in consolidated subsidiaries	25	15	60	76
Shadow View Land And Farming, LLC [Member]
Noncontrolling Interest [Line Items]
Net income (loss) attributable to noncontrolling interests in consolidated subsidiaries	1	(3)	1	(4)
Sutton Hill Properties, LLC [Member]
Noncontrolling Interest [Line Items]
Net income (loss) attributable to noncontrolling interests in consolidated subsidiaries	$ (91)	$ (134)	$ (422)	$ (300)

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Non-controlling Interests (Summary Of Changes In Controlling And Non-controlling Stockholders’ Equity) (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Balance			$ (40,407,000)				$ (40,407,000)
Balance	$ 47,566,000	$ 50,972,000	63,279,000	$ 82,227,000	$ 93,494,000	$ 105,060,000	63,279,000	$ 105,060,000
Net income (loss)	(4,465,000)	(2,861,000)	(11,324,000)	(5,299,000)	(2,443,000)	(15,453,000)	(18,650,000)	(23,195,000)
Other comprehensive income, net	(1,660,000)	(741,000)	(1,294,000)	(8,170,000)	(9,217,000)	3,525,000
Share-based compensation expense	614,000	308,000	443,000	497,000	466,000	415,000
Restricted Stock Units		(112,000)	(132,000)		(52,000)	(31,000)
Distributions to noncontrolling stockholders				(21,000)	(21,000)	(22,000)
Balance	42,055,000	47,566,000	50,972,000	69,234,000	82,227,000	93,494,000	42,055,000	69,234,000
Balance	(40,407,000)						(40,407,000)
Additional Paid-In Capital [Member]
Balance	154,290,000	154,095,000	153,784,000	152,778,000	152,364,000	151,981,000	153,784,000	151,981,000
Share-based compensation expense	614,000	308,000	443,000	497,000	466,000	415,000
Restricted Stock Units		(113,000)	(132,000)		(52,000)	(32,000)
Balance	154,904,000	154,290,000	154,095,000	153,275,000	152,778,000	152,364,000	154,904,000	153,275,000
Retained Earnings (Accumulated Deficit) [Member]
Balance	(62,705,000)	(59,927,000)	(48,816,000)	(30,422,000)	(27,986,000)	(12,632,000)	(48,816,000)	(12,632,000)
Net income (loss)	(4,400,000)	(2,778,000)	(11,111,000)	(5,177,000)	(2,436,000)	(15,354,000)
Balance	$ (67,105,000)	(62,705,000)	(59,927,000)	(35,599,000)	(30,422,000)	(27,986,000)	(67,105,000)	(35,599,000)
Treasury Shares [Member]
Balance		$ (40,407)	(40,407)	(40,407)	(40,407)	(40,407)	$ (40,407)	(40,407)
Balance, shares	(40,407)
Balance, shares	(40,407)	(40,407)					(40,407)
Balance			(40,407)	(40,407)	(40,407)	(40,407)		(40,407)
Accumulated Other Comprehensive Income (Loss) [Member]
Balance	$ (3,990,000)	$ (3,250,000)	(1,957,000)	(812,000)	8,406,000	4,882,000	$ (1,957,000)	4,882,000
Other comprehensive income, net	(1,657,000)	(740,000)	(1,293,000)	(8,167,000)	(9,218,000)	3,524,000	(3,690,000)
Balance	(5,647,000)	(3,990,000)	(3,250,000)	(8,979,000)	(812,000)	8,406,000	(5,647,000)	(8,979,000)
Reading International Inc. Stockholders' Equity [Member]
Balance	47,441,000	50,763,000	62,856,000	81,388,000	92,628,000	104,074,000	62,856,000	104,074,000
Net income (loss)	(4,400,000)	(2,778,000)	(11,111,000)	(5,177,000)	(2,436,000)	(15,354,000)
Other comprehensive income, net	(1,657,000)	(740,000)	(1,293,000)	(8,167,000)	(9,218,000)	3,524,000
Share-based compensation expense	614,000	308,000	443,000	497,000	466,000	415,000
Restricted Stock Units		(112,000)	(132,000)		(52,000)	(31,000)
Balance	41,998,000	47,441,000	50,763,000	68,541,000	81,388,000	92,628,000	41,998,000	68,541,000
Noncontrolling Interests [Member]
Balance	125,000	209,000	423,000	839,000	866,000	986,000	423,000	986,000
Net income (loss)	(65,000)	(83,000)	(213,000)	(122,000)	(7,000)	(99,000)
Other comprehensive income, net	(3,000)	(1,000)	(1,000)	(3,000)	1,000	1,000
Distributions to noncontrolling stockholders				(21,000)	(21,000)	(22,000)
Balance	$ 57,000	125,000	$ 209,000	693,000	839,000	866,000	$ 57,000	693,000
Class A [Member]
Balance, shares			20,412,185				20,412,185
Balance, shares	20,592,834						20,592,834
Class A [Member] | Common Stock Shares Outstanding [Member]
Balance	$ 236,000	$ 235,000	$ 235,000	$ 234,000	$ 234,000	$ 233,000	$ 235,000	$ 233,000
Balance, shares	20,593	20,501	20,412	20,361	20,312	20,260	20,412	20,260
Restricted Stock Units		$ 1,000				$ 1,000
Restricted Stock Units, shares	0	92	89		49	52
Balance	$ 236,000	$ 236,000	$ 235,000	$ 234,000	$ 234,000	$ 234,000	$ 236,000	$ 234,000
Balance, shares	20,593	20,593	20,501	20,361	20,361	20,312	20,593	20,361
Class B [Member]
Balance, shares			1,680,590				1,680,590
Balance, shares	1,680,590						1,680,590
Class B [Member] | Common Stock Shares Outstanding [Member]
Balance	$ 17,000	$ 17,000	$ 17,000	$ 17,000	$ 17,000	$ 17,000	$ 17,000	$ 17,000
Balance, shares	1,681	1,681	1,681	1,680	1,680	1,680	1,681	1,680
Balance	$ 17,000	$ 17,000	$ 17,000	$ 17,000	$ 17,000	$ 17,000	$ 17,000	$ 17,000
Balance, shares	1,681	1,681	1,681	1,680	1,680	1,680	1,681	1,680

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Stock-Based Compensation And Stock Repurchases (Narrative) (Details) - USD ($)				1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Apr. 21, 2023	Apr. 11, 2023	Mar. 05, 2020	Apr. 30, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Mar. 10, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Repurchase program, amount authorized					$ 26,000,000.0		$ 26,000,000.0
Share conversion ratio							1
Number of Stock Options, Granted							0
Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense					9,000	$ 53,000	$ 27,000	$ 159,000
Unrecognized estimated compensation cost related to non-vested stock options granted					9,000		$ 9,000
Recognition period of unrecognized compensation cost							3 months
Share price							$ 2.12
Intrinsic unrealized value of all options outstanding, vested and expected to vest
Minimum [Member] | 2020 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period of stock options and RSU							1 year
Maximum [Member] | 2020 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period of stock options and RSU							4 years
Stock option expiry period							5 years
Class A Nonvoting Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share price							$ 13.39
Shares repurchased plan, shares							1,792,819
Class A [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares repurchased plan, shares							0	0
Class A [Member] | 2020 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common Stock authorized for issuance					1,250,000		1,250,000
Additional shares authorized							278,193
$25 Million Stock Repurchase Program [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Repurchase program, amount authorized										$ 25,000,000.0
$25 Million Stock Repurchase Program [Member] | Class A Nonvoting Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share price			$ 7.30
Shares repurchased plan, shares			25,000
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense					$ 604,000	$ 444,000	$ 1,300,000	$ 1,200,000
Unrecognized estimated compensation cost related to non-vested stock options granted					$ 4,100,000		$ 4,100,000
Vesting period of stock options and RSU							1 year 5 months 23 days
Number of options, Granted	52,350	85,139					2,233,372		697,515
Executive Officer [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period of stock options and RSU							4 years
Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage				75.00%
Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | Tranche Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage				25.00%
Directors [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options, Granted							339,438		189,880
Management [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period of stock options and RSU							4 years
Percentage of shares vested							25.00%
Number of options, Granted							1,893,934		507,635
Non-employee Director [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period of stock options and RSU							1 year
Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period of stock options and RSU							4 years
Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage				50.00%
Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | Tranche Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage				50.00%

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Stock-Based Compensation And Stock Repurchases (Summary Of Stock Options Outstanding And Exercisable) (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Stock Options, Granted	0
Class A [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Stock Options, Beginning balance	327,498	517,344
Number of Stock Options, Forfeited	(122,376)	(189,846)
Number of Stock Options Outstanding, Ending balance	205,122	327,498	517,344
Weighted Average Exercise Price of Options Outstanding, Beginning price	$ 15.87	$ 15.42
Weighted Average Exercise Price of Options Outstanding, Forfeited		14.63
Weighted Average Exercise Price of Options Outstanding, Ending price	$ 15.92	$ 15.87	$ 15.42
Weighted Average Remaining Years of Contractual Life	5 months 12 days	1 year 2 months 26 days	1 year 7 months 28 days

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Stock-Based Compensation And Stock Repurchases (Schedule Of Restricted Stock Units Issued And Vested) (Details) - Restricted Stock Units (RSUs) [Member] - shares			9 Months Ended	12 Months Ended
	Apr. 21, 2023	Apr. 11, 2023	Sep. 30, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options, Granted	52,350	85,139	2,233,372	697,515
Number of options, Vesting			896,139	642,908
Number of options, Unvested			1,240,292	18,758
Number of options, Forfeited			96,941	35,849
Award Date 4 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options, Granted			262,830
Number of options, Vesting			90,804
Number of options, Unvested			149,008
Number of options, Forfeited			23,018
Award Date 5 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options, Granted			22,888
Number of options, Vesting			10,831
Number of options, Unvested			10,560
Number of options, Forfeited			1,497
Award Date 6 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options, Granted			26,924
Number of options, Vesting			26,924
Award Date 7 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options, Granted			48,951
Number of options, Vesting			48,951
Award Date 8 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options, Granted			428,899
Number of options, Vesting			75,721
Number of options, Unvested			316,601
Number of options, Forfeited			36,577
Award Date 9 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options, Granted			73,683
Number of options, Unvested			73,683
Award Date 10 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options, Granted			413,536
Number of options, Unvested			413,536
Award Date 11 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options, Granted			237,719
Number of options, Unvested			237,719
Award Date 12 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options, Granted			20,427
Number of options, Unvested			20,427
Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options, Granted			339,438	189,880
Directors [Member] | Award Date 6 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options, Granted			26,924
Directors [Member] | Award Date 7 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options, Granted			48,951
Directors [Member] | Award Date 9 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options, Granted			73,683
Management [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options, Granted			1,893,934	507,635
Management [Member] | Award Date 4 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options, Granted			262,830
Management [Member] | Award Date 5 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options, Granted			22,888
Management [Member] | Award Date 8 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options, Granted			428,899
Management [Member] | Award Date 10 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options, Granted			413,536
Management [Member] | Award Date 11 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options, Granted			237,719
Management [Member] | Award Date 12 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options, Granted			20,427

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Hedge Accounting (Narrative) (Details) - Designated as Hedging Instrument [Member] - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Derivative Instruments, Gain (Loss) [Line Items]
Notional amount	$ 8,000,000.0	$ 51,000,000.0
Derivative ineffective portion	0
Derivative loss	$ 0

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Hedge Accounting (Schedule Of Derivative Instruments On The Balance Sheet At Fair Value) (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Derivatives, Fair Value [Line Items]
Total derivatives designated as hedging instruments	$ 17	$ 907
Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative financial instruments - current portion	17	907
Derivative financial instruments - non-current portion
Total derivatives designated as hedging instruments	$ 17	$ 907

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Hedge Accounting (Schedule Of Changes in Fair value) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Loss Recognized in Income on Derivatives	$ (26)	$ (252)	$ (812)	$ (204)
Interest Rate Contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Loss Recognized in Income on Derivatives	$ (26)	$ (252)	$ (812)	$ (204)
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]			Interest Expense
Designated as Hedging Instrument [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]				Interest Expense

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Hedge Accounting (Summary Of Hedged Transactions That Affect Earnings) (Details) - Designated as Hedging Instrument [Member] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Loss Recognized in Income on Derivatives (Effective Portion)		$ (312)	$ 2	$ (1,457)
Loss Reclassified from OCI into Income (Effective Portion)	$ (26)	(252)	(812)	(204)
Interest Rate Contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Loss Recognized in Income on Derivatives (Effective Portion)		$ (312)	$ 2	$ (1,457)

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Fair Value Measurements (Narrative) (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Transfers of assets and liabilities between level 1, 2, 3	$ 0	$ 0
Derivative Asset	17,000		$ 907,000
Derivative Liability
Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset	$ 17,000		$ 907,000

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Fair Value Measurements (Schedule Of Fair Value Carried At Cost And Measured On A Nonrecurring Basis) (Details) - Nonrecurring [Member] - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notes payable	$ 177,329	$ 172,230
Subordinated debt	26,035	25,025
Financial liabilities total	203,364	197,255
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notes payable	177,329	172,230
Subordinated debt	26,035	25,025
Financial liabilities total	203,364	197,255
Carrying Value [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notes payable	179,900	186,387
Subordinated debt	28,689	29,246
Financial liabilities total	$ 208,589	$ 215,633

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Subsequent Events (Details) - Subsequent Event [Member] $ in Millions	Oct. 25, 2023 AUD ($)
Reading Cinemas [Member]
Subsequent Event [Line Items]
Sale leaseback transaction, lease term	2 years
Minetta And Orpheum Theatres Loan [Member]
Subsequent Event [Line Items]
Sale leaseback transaction, historical cost	$ 2.8

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure [Line Items]
Net income (loss)	$ (4,400)	$ (5,177)	$ (18,289)	$ (22,967)

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Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2023
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false