This MD&A should be read in conjunction with the accompanying consolidated financial statements included in Part II, Item 8 (Financial Statements and Supplementary Data). The foregoing discussions and analyses contain certain forward-looking statements. Please refer to the "Cautionary Statement Regarding Forward-Looking Statements" included as a preface in Part I, Item 1A - Risk Factors of this 2020 Form 10-K.




         INDEX                                                      Page
           Business Overview                                         50
           Recent Developments                                       43
           Results of Operations                                     50
           Business Segment Results - 2020 vs. 2019                  51
           Non-Segment Results - 2020 vs. 201  9                     58
           Liquidity and Capital Resources                           59
           Contractual Obligations, Commitments and Contingencies    62
           Financial Risk Management                                 63
           Critical Accounting Estimates                             63

IMPACT OF THE COVID-19 PANDEMIC



During 2020, our Company has had to adapt to the impact of COVID-19. In March of
2020, we temporarily closed all of the Company's cinemas in the United States,
Australia, and New Zealand in accordance with the directions and recommendations
of the relevant local, state and federal authorities. In the U.S., we also
temporarily closed our live theatres.

As of the date of this Report, our Company has reopened 86% of its cinema operations as follows:



i.In Australia, 92% of our cinemas have reopened and we continue to execute on a
number of new safety and cleaning protocols. As of today, depending on the
Australian State, governmentally imposed physical distancing requirements have
been removed or are restricted to 75% of available capacity. On March 28, 2021,
Queensland announced a 3-day snap lockdown, so two of our sites have been
temporarily closed.

ii.In New Zealand, all of our cinemas have reopened, with the exception of our
Reading Cinemas at Courtenay Central, which remains temporarily closed due to
seismic concerns. Our reopened cinemas have no physical distancing requirements
in place, and we continue to execute our new safety and cleaning protocols.

iii.In the United States, 79% of our cinemas have reopened with an elevated set
of cleaning protocols and new operating strategies, including physical
distancing through reduced seat counts. We expect to announce opening dates for
our other cinemas and live theatres in the U.S. once local government
authorities remove restrictions and new and compelling movies become available.

With respect to our ETCs, trading restrictions enforced by the local governments
adversely impacted the trading ability of many of our third-party tenants to a
significant degree. Most of our ETCs in Australia remained open as our tenant
portfolio includes tenants who operate "essential" businesses, even though many
smaller tenants could not trade. In New Zealand, the tenants operating at
Courtenay Central were required to close on March 26, 2020 because of the
government's lockdown but have since reopened.

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 61 cinemas.

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



We have consistently stated our belief that these two business segments
complement one another, as we have used the comparatively consistent cash flows
generated by our cinema operations to fund the front-end cash demands of our
real estate development business. Now, we are relying upon income from our real
estate assets, and the imbedded value in those assets, to support our Company
through the COVID-19 crisis. As we continue to navigate the uncertainty and
challenges posed by the global COVID-19 pandemic, we are

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steadfast in our belief that this two-pronged international business strategy
has supported the strength and long-term viability of our Company. We believe
that our strong real estate base sets us apart and provides us with flexibility
and asset strength.

As of the date of this Report, we operate our worldwide cinema exhibition businesses 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, and our unconsolidated joint venture, Event Cinemas brands.

?in New Zealand, under the Reading Cinemas and our unconsolidated joint ventures, Rialto Cinemas brands.

Our Short-Term Business Strategy: Adapting to COVID-19



We believe our Company's diverse business structure has and will continue to
provide financial security through the COVID-19 pandemic and other such economic
downturns. Our priority is to adapt and expand our short-term business strategy
to meet the needs of the current economic climate.

The pandemic has disrupted the cinema exhibition business by way of local
government mandated closures, occupancy restrictions, forced delays of major
motion picture releases and simultaneous releases of film product to theatrical
as well as streaming platforms. To mitigate this, in the U.S., we launched a
streaming platform called Angelika Anywhere in December of 2020, which is
curated for film lovers of independent and foreign film, documentaries, and the
more specialized movies from the major studios. We anticipate expanding this
platform to Australia and New Zealand in 2021. To further mitigate the impacts
of the pandemic, in the U.S., we began an Eats at Home program whereby customers
pickup or have cinema food delivered. We expect these initiatives have and will
provide additional streams of revenue through and after the COVID-19 pandemic.

In order to emerge from the crisis in a stronger position, we believe that the
potential sale of non-core real estate assets will provide the cash necessary to
meet our short-term liquidity demands. In December 2020, we classified the
non-income producing land in Coachella, California and Manukau, New Zealand as
held for sale as part of our strategy to monetize certain real estate assets to
provide the cash necessary to support our Company through the COVID-19 pandemic.
On March 4, 2021, we sold our Manukau land for NZ$77.2 million (US$56.1
million). On March 5, 2021, we sold our Coachella land for $11.0 million. As a
50% member in Shadow View Land & Farming LLC, the Company received 50% of the
sale proceeds.

Our Long-Term Business Strategy: Applying a Synergistic Approach



Post-COVID-19, we believe the cinema exhibition business to be one that will
likely continue to generate consistent cash flows in the years ahead, even in a
recessionary or inflationary environment. This is based on our belief that
people will continue to spend a reasonable portion of their entertainment
dollars on entertainment outside of the home and that, when compared to other
forms of outside-the-home entertainment, movies continue to be a popular and
competitively priced option. We believe that the advent of an array of streaming
and mobile video services is more of a threat to the delivery of traditional
in-home forms of entertainment (such as cable and satellite providers) than it
is to the exhibition industry. We believe that historically, our industry has
benefited as the amount of quality product available for exhibition has
increased. During the pandemic, we faced a new issue wherein certain major
distributors shortened or skipped the theatrical window and went straight to
streaming, PVOD or VOD. Despite the current situation, the amount of product
coming to consumers is in some ways overwhelming. We believe that this means
that cinema exhibition is going to be an increasingly important way for content
providers to establish an identity for their product that will carry over into
the streaming and mobile video market and aid consumers in their programming
choices. We believe that our cinemas will be critical to provide the "Grand
Opening" needed for product providers attempting to compete in the streaming
market. This being the case, we likewise believe that the entire cinema-going
experience needs to be special to provide this "Grand Opening" feel. Acting on
that belief, we have focused in recent periods on the upgrading of our cinemas
to feature enhanced safety and cleanliness protocols, luxury lounge seating,
state-of-the-art sound, large format screens, and enhanced food and beverage. We
have invested in technology to make our reservation system more user friendly
and to encourage customer loyalty.

We believe the cinema exhibition business to be a well-established business with
most markets either adequately screened or over-screened and we see growth in
our cinema exhibition business coming principally from (i) the enhancement of
our existing cinemas (for example, by the addition of luxury recliner seating
and expanding our food and beverage program), (ii) the development, in select
markets, of specialty cinemas and where applicable, new cinemas in underserved
markets, and (iii) the opportunistic acquisition of already existing cinemas. We
continue to focus on the development and redevelopment of our existing assets
(particularly our real estate assets in (i) New York, (ii) Culver City,
California (iii) Queensland and Western Australia in Australia, and (iv)
Wellington, New Zealand.

We see ourselves principally as a geographically diversified cinema exhibition
and real estate company and intend to add to stockholder value by building the
value of our portfolio of tangible assets, including both entertainment and
other types of land and "brick and mortar" assets. We believe that this
diversified strategy has shown its value during this COVID pandemic timeframe.
We endeavor to maintain a reasonable asset allocation between our domestic and
international assets and operations, and between our cash-generating cinema
operations and our cash-consuming real estate investment and development
activities. We believe that, by

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blending the cash generating capabilities of a cinema operation with the investment and development opportunities of our real estate operations, our business strategy is unique among public companies.

Key Performance Indicators

A key performance indicator utilized by Management is food and beverage Spend Per Patron ("SPP").



One of our strategic priorities is upgrading the food and beverage menu at a
number of our global cinemas. We use SPP as a measure of our performance as
compared to the performance of our competitors, as well as a measure of the
performance of our food and beverage operations. While ultimately, the
profitability of our food and beverage operations depends on a variety of
factors, including labor cost and cost of goods sold, we think that this
calculation is important to show how well we are doing on a top line basis. Due
to the COVID-19 pandemic and the temporary closure of all of our cinema and live
theatre operations in the U.S., Australia, and New Zealand for a substantial
portion of the year ended December 31, 2020, and due to the lower attendances
resulting from social distancing requirements, the lack of new and compelling
film product, and the reticence of customers to participate in social gatherings
with third parties, Management does not currently believe that a discussion of
Reading's key performance indicators will serve as a useful metric for
stockholders. Management intends to resume providing a discussion of our key
performance indicators in future filings.

Industry Outlook



The COVID-19 pandemic has caused considerable economic turmoil and devastation
all over the world, affecting our operations in the United States, Australia and
New Zealand and has caused patrons to avoid our cinemas and retail centers and,
in the United States, our live theatres or other public places where large
crowds would be in attendance. The COVID-19 pandemic has caused cinemas, retail
businesses and other public assembly venues to close in certain parts of the
world. In response, our Company elected, on a voluntary basis, to close some of
our cinemas or portions of our cinemas, while others have closed due to local
government authority restrictions.

Our Company's revenues have in 2020, and will in 2021, be pushed into later
quarters, significantly reducing our full year revenues, causing decisions to be
made to vary operational levels at our cinemas, and accelerating decisions to
consider and implement the sale of certain non-core real estate assets as a
result of (i) delayed releases of certain major motion pictures and (ii) recent
announcements from certain major exhibitors collaborating with certain major
studios in agreements to shorten and/or eliminate the theatrical window. The
spread of COVID-19 has adversely impacted the retail businesses of our third
party tenants which, in turn, has resulted in the Company entering into a number
of rent relief arrangements to ensure the long-term viability of such tenants.

We have and will experience into 2021 significant impacts on our cinema
exhibition and real estate businesses as several international and domestic
jurisdictions continue, to varying degrees, to reinstate their lockdowns due to
the volatility of COVID-19, while others have removed or loosened restrictions.
These differing approaches, and the local and global affects that these may
have, create an uncertainty that is expected to continue until the vaccines are
administered to most of the population and the COVID-19 spread is considered
materially contained.

Cinema Exhibition

The in-home and mobile segment of the entertainment industry has experienced
significant leaps in recent years in both the quality and affordability of
in-home entertainment systems and the accessibility to and quality of
entertainment programming through alternative film distribution channels, such
as network, cable, satellite, and internet distribution channels. The success of
these alternative distribution channels puts additional pressure on film
distributors to reduce and/or eliminate the length of time between theatrical
and secondary release dates. These are issues common to both our U.S. and
international cinema operations. However, the sheer quantity of programing now
being offered and the multiplicity of channels through which it is being offered
has increased the importance of product branding. We believe that the in-theater
movie experience will become increasingly important as a way to brand and
promote programming to be distributed through these alternative channels.
However, we further believe that to serve this function, the in-theater
experience has to be truly special. Accordingly, over the past four years, we
have invested heavily in upgrading our cinemas with luxury recliner seating,
large format screens, state-of-the-art sound, and enhanced food and beverage
services.

Due to the COVID-19 pandemic, we have seen a tremendous rise in streaming
services with greater quantity and quality of films offered. We have also seen
certain major distributors skip the traditional theatrical window and go
straight to streaming, PVOD or VOD. In December 2020, we launched our own
streaming service in the U.S., Angelika Anywhere, which is curated for film
lovers of independent and foreign film, documentaries, and the more specialized
movies from the major studios. We anticipate expanding this streaming service to
Australia and New Zealand in 2021.

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Additionally, while MoviePass ultimately went bankrupt, the MoviePass experiment
has led to the adoption of various discount and loyalty programs in our
industry. To meet this, we too have adopted a variety of discount programs as
the industry adjusts to new ways of engaging with guests.

Below is a summary discussion of the competitive aspects of our cinema exhibition markets:



?North America: As a result of the COVID-19 pandemic, we are currently facing
strong competition in North America from alternative forms of film distribution
as distributors shorten theatrical windows and/or go straight to streaming, PVOD
or VOD. This is affecting major exhibitors and independent exhibitors such as
ourselves. In July 2020, AMC announced partnering with Universal to shorten the
theatrical window with new movies going to PVOD within three weeks of their
debut instead of the typical 75 to 90-day window. In November 2020, Cinemark
announced the same. Given the concentration of viewing, and the increasing
amount of product being released, the impact of these shortened windows on our
revenues is uncertain.

The continued growth in the demand of in-home and mobile entertainment alternatives has accelerated since the COVID-19 pandemic and is added pressure for cinema exhibitors.



?Australia and New Zealand: The cinema exhibition industry in Australia and New
Zealand is highly concentrated in that Event Cinemas, Village, and Hoyts (the
"Major Exhibitors") control approximately 61% of the cinema box office in
Australia, while Event Cinemas and Hoyts control approximately 49% of New
Zealand's cinema box office. The industry is also somewhat vertically integrated
in that one of the Major Exhibitors, Roadshow Film Distributors (part of
Village), also serves as a distributor of film in Australia and New Zealand for
Warner Bros. Films produced or distributed by the majority of the local
international independent producers are also distributed by Roadshow. Typically,
the Major Exhibitors own the newer multiplex and megaplex cinemas, while the
independent exhibitors typically have older and smaller cinemas. In addition,
the Major Exhibitors have built a number of new multiplexes as joint venture
partners or under shared facility arrangements and have historically not engaged
in head-to-head competition.

Real Estate

A summary discussion of our view as to the competitive aspects of the markets where we own real estate properties is as follows:



?North America: We believe that U.S. retail real estate owners will continue to
reuse the space vacated by anchor retailers to offer a variety of entertainment
options and ultimately enhance the customer experience. The COVID effect, while
significant in 2020 and 2021, will not survive in the long-term as the human
need for interaction will outweigh the reduced COVID post-vaccine, risks.

Demand for office space may decline in the near term. as corporations adapt to
employees' "work-life balance" and leverage technology to automate tasks.
However, our office space offering in the United States is limited. The
available space in our Culver City office building is now completely leased, and
our 44 Union Square office space is not generic in nature, given its Union
Square location, its boutique size and brandability.

?Australia and New Zealand: Over the past few years, there has been a noted
stabilization in real estate market activity resulting in some increases to
commercial and retail property values in Australia and to a lesser extent in New
Zealand. Both countries have relatively stable economies with varying degrees of
economic growth that are mostly influenced by global trends. Also, we have noted
that our Australian and New Zealand developed properties have had consistent
growth in rentals and values, despite the COVID effects. This is in part a
product of the fact that our tenancies have focused on entertainment services
(cinemas, food and beverage) and essentials (such as groceries and pharmacies),
which has to some extent insulated us from internet competition. We remain
optimistic that our Australian and New Zealand holdings will continue to provide
value and cash flows to our operations.

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RECENT DEVELOPMENTS

Recent developments in our two business segments are discussed below:

Cinema Exhibition



Our cinema revenues consist primarily of admissions, food and beverage,
advertising, gift card purchases, theater 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 film rent expense,
operating costs, and occupancy costs. Cinema revenues and expenses fluctuate
with the availability of quality first run films and the numbers 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 see Part I, Item 1 - Our Business of this 2020
Form 10-K.

While our capital projects in recent years have been focused on growing our real
estate segment, we have also maintained our focus on improving and enhancing our
cinema exhibition portfolio, as discussed below:

Cinema Additions and Enhancements

The latest additions and enhancements to our cinema portfolio over the past three years ended December 31, 2020 are as follows:



?Launched our first dine-in concept "Spotlight" in the United States: On
March 30, 2018, we finished the conversion of one wing (six auditoriums) at our
Reading Cinemas in Murrieta, California (Cal Oaks) to our dine-in concept brand,
"Spotlight."

?Acquisition of a well-established Cinema in Devonport, Tasmania, Australia: On
January 30, 2019, we purchased the tenant's interest and other operating assets
of a well-established four-screen cinema in Devonport, Tasmania, Australia, for
$1.4 million (AU$1.95 million). We commenced trading from this new cinema site
on January 30, 2019.

?Leased a Cinema space in Lower Hutt, adjacent to Wellington, New Zealand: To
mitigate the ongoing temporary closure of Reading Cinemas at Courtenay Central,
we opened a three-screen cinema that trades as The Hutt Pop Up by Reading
Cinemas in late June 2019.

?Acquisition of a Dynamic Arthouse Cinema in Hobart, Tasmania, Australia: On
December 4, 2019, we acquired the leasehold interest and other operating assets
of the iconic State Cinema for $6.2 million (AU$9.0 million). This leasehold
interest features 10 screens, a roof top cinema and bar, a large café, and a
bookstore.

?Opened a new state-of-the-art six-screen Cinema in Melbourne, Australia: On
December 5, 2019, we opened a six-screen Reading Cinemas in the Burwood
Brickworks shopping center offering a TITAN LUXE with DOLBY ATMOS immersive
sound, enhanced food and beverage offerings, and full recliner seating in all
auditoriums.

?Opened a new state-of-the-art six-screen Cinema in Queensland, Australia: On
December 22, 2020, we opened a six-screen Reading Cinemas at Jindalee featuring
a TITAN LUXE with DOLBY ATMOS immersive sound, luxury recliner seating in all
auditoriums, and newly curated enhanced food and beverage offering.

?U.S. Renovations: During this period, six locations had refurbishment work performed: our Cal Oaks and Rohnert Park locations in California, our Pearlridge, Mililani and Kahala (which is not yet completed) locations in Hawaii, and our Manville location in New Jersey. Kahala renovation work commenced in late 2019 and we suspended renovations due to the COVID-19 shutdown. As of the date of this Report, we converted 94 of our 238 U.S. auditoriums to luxury recliner seating and are in the process of converting 8 auditoriums at our Consolidated Theatres at the Kahala Mall in Honolulu.



?AU and NZ Renovations: During this period, we improved 14 theaters: In
Australia, Charlestown, Elizabeth, Auburn, Chirnside Park, Dandenong, Harbour
Town, Maitland, Rhodes, Waurn Ponds, West Lakes. And in New Zealand, Courtenay
Central, Napier, Rotorua, and The Palms.

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Upgrades to our Film Exhibition Technology and Theater Amenities



Prior to COVID-19, we invested in both (i) the upgrading of our existing cinemas
and (ii) the development of new cinemas to provide our customers with premium
offerings, including state-of-the-art presentation (including sound, lounges,
and bar service) and luxury recliner seating. As of December 31, 2020, all of
the upgrades to our theater circuits' film exhibition technology and amenities
over the years are as summarized in the following table:

                                                         Location  Screen
                                                          ?Count   ?Count
           Screen Format
           Digital (all cinemas in our theater circuit)     61      504
           IMAX                                             1        1
           TITAN XC and LUXE                                25       30
           Dine-in Service
           Gold Lounge (AU/NZ)(1)                           9        24
           Premium (AU/NZ)(2)                               15       39
           Spotlight (U.S.)(3)                              1        6
           Upgraded Food & Beverage menu (U.S.)(4)          16      n/a
           Premium Seating (features recliner seating)      27      167
           Liquor Licenses in Use(5)                        34      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: On March 30, 2018 we opened "Spotlight," our first dine-in
cinema concept in the U.S. at Reading Cinemas in Murrieta, California. Six of
our 17 auditoriums at this theater feature waiter service before the movie
begins with a full F&B menu, luxury recliner seating, and laser focus on
customer service.

(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 theater auditorium. For accounting purposes, we capitalize the cost of
successfully purchasing or applying for liquor licenses meeting certain
thresholds as an intangible asset due to long-term economic benefits derived on
future sales of alcoholic beverages. As of December 31, 2020, we have pending
applications for additional liquor licenses for six theaters in the U.S.

Plans for 2021 and Our Cinema Pipeline



At the start of 2020, we continued with the renovation of our Consolidated
Theatres at the Kahala Mall in Honolulu in the U.S. However, this renovation has
been suspended due to the governmental restrictions imposed due to the COVID
pandemic. We do not have a definitive schedule for recommencing this renovation.

By the end of 2022, we anticipate adding three new Reading Cinemas, totaling 19 screens, to our Australian cinema circuit pursuant to



Agreements to Lease: (i) Altona, VIC, (ii) Traralgon, VIC, and (iii) South City
Square in Brisbane, QLD. We have an agreement with our Altona landlord in the
State of Victoria to extend that cinema fit-out handover date. Based on our
agreement, the potential opening date of that new cinema will likely be delayed
until mid-2021. With respect to our Traralgon cinema in the State of Victoria,
the landlord has been delayed in turning over the space for cinema fit-out and
discussions about the tenancy and scheduling are ongoing. We anticipate that the
cinema in Traralgon will open in 2021. We expect hand-over from the landlord of
South City Square early in 2022, with an opening by mid-year.

Our focus with respect to new cinemas includes state-of-the-art projection and
sound, luxury recliner seating, enhanced F&B (typically including alcohol
service), and typically at least one major TITAN-type presentation screen. Our
focus is on providing best-in-class services and amenities that will
differentiate us from in-home and mobile viewing options. We believe that a
night at the movies should be a special and premium experience and, indeed, that
it must be able to compete with the variety of options being offered to
consumers through other platforms.

During 2021, we will continue to focus on the enhancement of our proprietary
online ticketing capabilities and social media 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. We will also be focusing on
post-COVID-19 technology improvements to facilitate improved social distancing
and contactless experiences. Further, expanding our online capabilities, in the
third quarter of 2020, we launched the online ordering of a limited F&B menu for
our Angelika brand in the U.S. and will expand to other brands during the 2021.
In December 2020, we launched our very own streaming service, Angelika Anywhere,
in the U.S. which is curated for film lovers of independent and foreign film,
documentaries, and the more specialized movies from the major studios. We will
be expanding to Australia and New Zealand in 2021.

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Cinema Closures

Temporary



As of the end of the first quarter of 2020, all of our cinemas in the United
States, Australia, and New Zealand were temporarily closed in accordance with
the directions and recommendations of the relevant local, state, and federal
authorities relating to the COVID-19 pandemic. As the COVID-19 pandemic outbreak
has been largely contained in most areas in Australia and New Zealand, and the
restrictions have been reduced by local government authorities, we have reopened
in those jurisdictions. As of the date of this Report, we have reopened 92% of
our Australian cinema circuit and all of our New Zealand circuit with the
exception of our Reading Cinemas at Courtenay Central, which remains temporarily
closed due to seismic concerns. In the U.S., as of the date of this Report, we
have reopened 79% of our theaters. We expect to announce reopening dates for our
other cinemas in the U.S. once local government restrictions permit the opening
of movie theaters and new film product is available.

In January 2019, we temporarily closed our Courtenay Central cinema in
Wellington, New Zealand. This temporary closure is related to seismic concerns
and is currently ongoing. While we continue to advance our planning for the
center and have continued conversations with consultants, potential tenants, and
city representatives, given the uncertainty surrounding the COVID-19 pandemic,
we have no fixed time frame for the commencement of the redevelopment of this
property.

In December 2019, we temporarily closed our Consolidated Theatres at the Kahala
Mall in Honolulu for a top-to-bottom renovation, a closure that is currently
ongoing. The renovation has not yet been completed and our construction has been
effectively halted by the governmental restrictions imposed on us as a result of
the COVID-19 pandemic. When reopened, the theatre will feature recliner seating
throughout along with a state-of-the-art kitchen and an elevated F&B menu.

Some of our cinemas have encountered new competition, and we believe that others
will benefit from planned refurbishment and upgrading. The scope, extent, and
timing of such refurbishment and upgrading will be necessarily impacted by our
need to preserve capital and liquidity while we work through the various
challenges posed by the ongoing COVID-19 pandemic.

Real Estate

As of December 31, 2020, our operating properties consisted of the following:

?Newmarket Village (Brisbane area, QLD), Cannon Park (Townsville, QLD), The Belmont Common (Perth area, WA), Auburn Redyard (Sydney area, NSW), and Courtenay Central (Wellington area, NZ);



?two single-auditorium live theatres in Manhattan (Minetta Lane and Orpheum) and
a four-auditorium live theatre complex, including the accompanying ancillary
retail and commercial tenant, in Chicago (The Royal George);

?our worldwide headquarters' building in Culver City, California and our Australian corporate office building in Melbourne, Australia; and,

?the ancillary retail and commercial tenants at some of our non-ETC cinema properties.



At the start of the spread of the COVID-19 pandemic, varied trading
restrictions, some enforced by the government, affected many of our tenants at
our ETC's in Australia and New Zealand. Although there were varied trading
restrictions, most of these properties remained open for business through the
COVID-19 crisis. As of the date of this Report, the majority of our tenants are
currently open for business at our Australian and New Zealand properties with
continued health and safety measures in place. Most of the rentable retail
portions of our Courtenay Central location in New Zealand continue to be closed
since January 2019 due to seismic concerns, however, two tenants remain open and
are trading as of the date of this Report.

In addition, as of December 31, 2020, we had various parcels of unimproved real
estate held for sale in Manukau, New Zealand and Coachella, California, various
unimproved real estate held development in connection with existing ETCs in
Australia and New Zealand, and properties (located principally in Pennsylvania)
used in our legacy activities.

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Our key real estate transactions over the past three years ended December 31, 2020 were as follows:



Strategic Acquisitions

?Purchase of Land in Townsville, Australia - On June 13, 2018, we acquired a
163,000 square foot parcel at our Cannon Park ETC, in connection with the
restructuring of our relationship with the adjacent landowner. Prior to the
restructuring, this parcel was commonly owned by us and the adjoining landowner.
In the restructuring, the adjoining landowner conveyed to us their interest in
the parcel for AU$1. In return, we granted the adjoining landowner certain
access rights.

?Purchase of Property in Auburn, Australia - On June 28, 2018, we added 21,000
square feet of land, improved with a 17,000 square foot office building, to our
Auburn Redyard ETC. The property was acquired at auction for $3.5 million
(AU$4.5 million) and is bordered by our existing ETC on three sides. The
property is leased to Telstra through July 2022. With this acquisition, Auburn
Redyard now represents approximately 519,000 square feet of land, with
approximately 2,000 feet of uninterrupted frontage to Parramatta Road, a major
Sydney arterial motorway. This asset was listed for sale in January 2021.

?Exercise of Option to Acquire Ground Lessee's interest in Ground Lease and
Improvements Constituting the Village East Cinema - On August 28, 2019, we
exercised our option to acquire the ground lessee's interest in the ground lease
underlying and the real property assets constituting our Village East Cinema in
Manhattan. The purchase price under the option is $5.9 million. It was initially
agreed that the transaction would close on or about May 31, 2021. On March 29,
2021, we extended this closing date to January 1, 2023. As the transaction is a
related party transaction, it was reviewed and approved by our Board's Audit and
Conflicts Committee and supported by a third-party valuation, which showed
substantial value in the option and, upon closing, will result in an annual rent
savings of $590,000.

Strategic Asset Sales

United States:

?Sale of Landholding in Coachella, California - This non-income producing land
was sold on March 5, 2021 for $11.0 million, and our share was approximately
$5.5 million.

New Zealand:

?Sale of Landholding in Manukau/Wiri, New Zealand - This non-income producing land was sold on March 4, 2021 for NZ$77.2 million (US$56.1 million).

Value-creating Opportunities



The implementation of most of our real estate development plans have been
delayed due to COVID-19 and the need to conserve capital. However, we continue
to believe that our Company's strong real estate asset base will provide (i)
increased financial security through the potential sale of certain non-core real
estate assets or (ii) provide collateral for strategic re-financing, in each
case to meet liquidity demands. We intend to continue to emphasize the prudent
development of our real estate assets.

United States:



?Sepulveda Office Building (Culver City, U.S.) - On May 27, 2020, we leased on a
multi-year basis the entire second floor of our headquarter building in Culver
City, California (approximately 12,000 usable square feet) to WWP Beauty
(wwpinc.com), a global company with over 35 years of experience providing the
cosmetics and personal care industries with a range of packaging needs. On the
date of the lease, possession of the space was turned over to WWP Beauty, which
is responsible for building out its space. During the second quarter of 2020,
rent commenced on a straight-line basis. Tenant improvements commenced in
January 2021 and should be completed by April 2021.

?44 Union Square Redevelopment (New York City, U.S.) - Historically known as
Tammany Hall, this building with approximately 73,000 square feet of net
rentable area overlooks Manhattan's Union Square. During the COVID-19 pandemic,
New York City shutdown non-essential construction and business, including
construction work at our site. However, the construction of the improvements
necessary to obtain a core and shell temporary certificate of occupancy were
substantially completed prior to the shutdown. On July 1, 2020, the site
reopened for construction activities, and on August 31, 2020, we received a
temporary certificate of occupancy for the core and shell of the building.

                                     - 46 -

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Our leasing team continues to pursue potential tenants. This building, hailed as
a dramatic pièce de résistance with its first in the city, over 800-piece glass
dome, brings the future to New York's fabled past and was awarded in 2020 the
ENR New York's Best Projects awards for Renovation/Restoration and for Safety.
We believe 44 Union Square is attractive to potential tenants interested in both
(i) operating in New York City and (ii) seeking to have greater control over the
size and design of their spaces in a post-COVID-19 environment. It is one of a
very limited number of "brandable" sites available for lease in New York City
and can be delivered immediately upon the execution of leases.

?Minetta Lane Theatre (New York City, U.S.) - Prior to COVID-19, our theatre was
used by Audible, a subsidiary of Amazon, to present plays featuring a limited
cast of one or two characters and special live performance engagements, which it
recorded and made available to the public through the Audible streaming service.
Due to COVID-19, no shows have been presented since March 2020 and the theatre
remains closed to the public until further instruction from local government
authorities. In late 2019, we completed an initial feasibility study for the
potential redevelopment of this asset. We will refocus our efforts on this
project at a later date when New York City begins to show signs of recovery from
the impacts of the COVID-19 pandemic. In the interim, we will continue our
license arrangement with Audible.

?Cinemas 1,2,3 Redevelopment (New York City, U.S.) - Given the closure of our
two cinemas in New York City's Upper East Side, we have determined to continue
to operate this location as a cinema for at least the near term. We are pursuing
a rezoning of this property so as to allow us to continue our cinema use as a
part of any such redevelopment. However, all other redevelopment activity
related to this location has been suspended, until we are able to develop a
better understanding of the ongoing effects of COVID-19 on our assets and the
market.

Australia:

?Expansion Project for Newmarket Village located in an affluent suburb of
Brisbane, Australia - In November 2015, we acquired a separate parcel adjacent
to our tenant, Coles supermarket. This property is currently improved with an
office building, which is now fully leased. These leases have early development
provisions allowing us to terminate these arrangements in connection with a
redevelopment of the property. We intend to ultimately demolish this office
building and to integrate this parcel into Newmarket Village. Newmarket Village
is approximately 98% leased.

New Zealand:

?Courtenay Central Redevelopment (Wellington, New Zealand) - Located in the
heart of Wellington - New Zealand's capital city - our Courtenay Central
property covers, on a consolidated basis through various subsidiaries, 161,071
square feet of land situated proximate to (i) the Te Papa Tongarewa Museum
(attracting over 1.5 million visitors annually, pre-COVID), and (ii) across the
street from the site of the future Wellington Convention and Exhibition Centre
(wcec.co.nz), the capital's first premium conference and exhibition space, which
is due to be completed in 2023. Despite the COVID-19 pandemic, construction for
this major public project has resumed and plans include the creation of a public
concourse linking through to Wakefield Street, which is across the street from
our Courtenay Central project.

As previously reported, damage from the 2016 Kaikoura earthquake necessitated
demolition of our nine-story parking garage at the site, and unrelated seismic
issues caused us to close major portions of the existing cinema and retail
structure in early 2019. Prior to the COVID-19 pandemic, the real estate team
had developed a comprehensive plan featuring a variety of uses to complement and
build upon the "destination quality" of the Courtenay Central location.
Notwithstanding the COVID-19 pandemic, our real estate team is continuing to
work with our consultants, potential tenants, and city representatives to
advance our redevelopment plans for this property.

For a complete list and further details of our value-creating projects, see Part I, Item 2 - Properties under the heading "Investment and Development Property."

Corporate Matters



?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, 2022. Through December 31, 2020, we have repurchased
1,792,819 shares of Class A Non-Voting Common Stock at an average price of
$13.39 per share (excluding transaction costs). Of these, 75,157 shares were
purchased during the year ended December 31, 2020, at an average price of $8.92
per share.

Due to the COVID-19 pandemic and its impact on our overall liquidity, our stock repurchase program has and will likely continue to take a lower capital allocation priority for the foreseeable future.



?

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Board Compensation and Stock Options Committee - Our Compensation and Stock
Options Committee, in early 2020, determined to pay out no cash bonuses, with
respect to 2019, to any Company senior executives, including our CEO. Following
the expiration of the Reading International, Inc. 2010 Stock Incentive Plan (as
amended, the "2010 Plan"), our Board of Directors adopted the Reading
International, Inc. 2020 Stock Incentive Plan (the "2020 Plan"), which was
approved by our stockholders on December 8, 2020. The aggregate total number of
shares of Common Stock authorized for issuance under the 2020 Plan was 1,250,000
shares of Class A Stock and 200,000 shares of Class B Stock. In addition, if any
awards that were outstanding under the 2010 Plan are subsequently forfeited or
if the related shares are repurchased, a corresponding number of shares will
automatically become available for issuance under the 2020 Plan, resulting in an
increase in the number of shares available for issuance under the 2020 Plan (up
to an additional 1,024,902 shares of Class A Stock). On December 16, 2020, the
Board of Directors issued 60,084 non-employee director RSUs and 38,803 option
shares to various Board members following the Annual Meeting of Stockholders. On
December 14, 2020 and December 16, 2020, the Board and the Compensation
Committee issued 54,719 RSUs to various members of the management team and other
key employees of the Company in recognition of their service during 2020, which
was a challenging year due to the COVID-19 pandemic.

Our Financing Strategy



Prior to the interruptions to our revenues caused by the COVID-19 pandemic, we
have 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 has provided us with availability
under our available loan facilities for future use and thereby, reduced interest
charges. On a periodic basis, we have reviewed the maturities of our borrowing
arrangements and negotiated renewals and extensions where necessary in the
current circumstances. We completed amending and extending various financing
arrangements less than two weeks prior to the COVID-19 government mandated
shutdowns, which we believe has helped provide the necessary liquidity to see us
through the COVID-19 crisis.

In response to the COVID-19 pandemic, the temporary closure of our theaters, and
the trading restrictions placed on many of our real estate tenants at our ETCs,
we had fully drawn-down on all our available operating lines-of-credit by the
end of the first quarter of 2020, to provide future liquidity by the end of the
first quarter of 2020. As of December 31, 2020, we had $3.8 million available on
our U.S. Credit Facility and have the ability to redraw these funds as
Management sees fit as long as the current required liquidity tests continue to
be met.

For more information about our liquidity and financing strategy, please refer to
Note 3 - Impact of COVID-19 Pandemic and Liquidity to the Consolidated Financial
Statements included herein in Part II, Item 8 (Financial Statements and
Supplementary Data) on this report.

Bank of America Loan



On March 6, 2020, we (i) entered into an amendment for our $55.0 million credit
facility with Bank of America, which supports our U.S. Cinema operations,
extending the maturity date to March 6, 2023 and implementing an interest rate
of 2.5% - 3.0% dependent on certain financial ratios plus a variable rate and
(ii) also extending the term of our $5.0 million line of credit with Bank of
America to March 6, 2023.

On August 7, 2020, we entered into a Waiver and Second Amendment to the Second
Amended and Restated Credit Agreement ("Amendment") modifying certain financial
covenants within this credit facility and temporarily suspended the testing of
certain other covenant tests through measurement period ending September 30,
2021. The testing of the financial covenant resumes for measurement period
ending December 31, 2021. The modifications also include new covenants related
to maintenance of certain liquidity levels. Under the Amendment, cash balances
in excess of $3.0 million will be used to paydown the facility debt. However,
this is not a reduction in that credit facility and, subject to the satisfaction
of draw down requirements, will be available for re-borrowing. In addition to
the covenant modifications, the interest rate on borrowings under this facility
was fixed at 3.0% above the "Eurodollar" rate, which itself now has a floor of
1.0%. As of December 31, 2020, we had $3.8 million available under this credit
facility. In regard to the line of credit, we also modified the interest rate,
wherein the LIBOR portion of the rate now has a floor of 1.0%. Such
modifications were not considered to be substantial under U.S. GAAP.

Cinemas 1,2,3 Term Loan



On March 13, 2020, Sutton Hill Properties LLC, our 75% subsidiary, increased its
term loan with Valley National Bank to $25.0 million from $20.0 million, with an
interest rate based on the greater of (i) the two-year U.S. Treasury Rate plus
2.5% or (ii) 4.25%. The current interest rate used for the Valley National loan
is 4.25%. This loan matures on April 1, 2022 with two six-month options to
extend through April 1, 2023.

NAB Corporate Term Loan (AU)


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Prior to COVID-19, in March 2019, we amended our Revolving Corporate Markets
Loan Facility with NAB from a facility comprised of (i) a AU$66.5 million loan
facility with an interest rate of 0.95% above the BBSY and a maturity date of
June 30, 2019 and (ii) a bank guarantee of AU$5.0 million at a rate of 1.90% per
annum into (i) a AU$120.0 million Corporate Loan facility at a rate of 0.85% -
1.3% above BBSY, depending on certain ratios, with a due date of December 31,
2023, of which AU$80.0 million is revolving and AU$40.0 million is core and (ii)
a Bank Guarantee Facility of AU$5.0 million at a rate of 1.85% per annum. Such
debt modifications of this particular term loan were not considered to be
substantial under U.S. GAAP.

On August 6, 2020, we modified certain covenants within this Revolving Corporate
Markets Loan Facility with NAB (the "NAB Amendment"). These modifications apply
until the quarter ended June 30, 2021. In addition, for the period in which
these covenant modifications apply, the interest rate on amounts borrowed under
the facility is 1.75%. The NAB Amendment modifies the Fixed Charge Cover Ratio
testing for the quarters through June 30, 2021 so that ratio testing is
calculated on each respective quarter's trading performance, as opposed to
annually and waives the leverage ratio testing through the quarter ended June
30, 2021. Such a modification was not considered to be substantial under U.S.
GAAP.

On December 29, 2020, to fund the completion of our recently opened cinema in
Jindalee, Queensland, we increased the core portion of our Revolving Corporate
Markets Loan Facility by AU$3.0 million, and is repayable in installments by
October 31, 2023. This amendment increases the Facility Limit to AU$123.0
million, which will be reduced back to AU$120.0 million as the Jindalee funding
is repaid. We further modified certain covenants within this Revolving Corporate
Markets Loan Facility with NAB. We further modified certain covenants within
this Revolving Corporate Markets Loan Facility with NAB. The Fixed Charge Cover
Ratio testing periods were further modified through the quarter ended September
30, 2021. The Leverage ratio was also modified through quarter ended June 30,
2022.

Westpac Bank Corporate Credit Facility (NZ)



On December 20, 2018, we restructured our Westpac Corporate Credit Facilities.
The maturity of the 1st tranche (general/non-construction credit line) was
extended to December 31, 2023, with the available facility being reduced from
NZ$35.0 million to NZ$32.0 million. The facility bears an interest rate of 1.75%
above the Bank Bill Bid Rate on the drawn down balance and a 1.1% line of credit
charge on the entire facility.

On June 29, 2020, Westpac pushed out the June 30, 2020 covenant testing date to
July 31, 2020. On July 27, 2020, Westpac waived the requirement to test certain
covenants as of July 31, 2020. This agreement also increased the interest rate
and line of credit charge to 2.40% above the Bank Bill Bid Rate and 1.65%,
respectively. The maturity date was extended to January 1, 2024. Such
modifications of this facility were not considered to be substantial under U.S.
GAAP. On December 8, 2020, Westpac waived the requirement to test certain
covenants as of December 31, 2020.

Union Square Financing

44 Union Square, our property in Manhattan with 73,000 net rentable square foot
of retail and office space, received a temporary certificate of occupancy for
the core and shell of the building on August 31, 2020 and is in the lease-up
phase with construction being complete (except for minor punch list items).
Total debt against the property aggregates to $40.6 million. On January 24,
2020, we exercised a one-year extension options on the Bank OZK (formerly Bank
of the Ozarks) loan, taking the maturity to December 29, 2020. On December 29,
2020, we further extended the maturity of this loan to March 31, 2021, at an
interest rate of 17.5% and on March 26, 2021, we repaid this loan in full. We
are currently working on a refinancing of the property and, while no assurances
can be given, based on current facts and circumstances, we anticipate that the
refinancing, which will free up substantial capital, can be finalized in the
second quarter of 2021.

For more information about our refinancing, please refer to Note 3 - Impact of
COVID-19 Pandemic and Liquidity to the Consolidated Financial Statements
included herein in Part II, Item 8 (Financial Statements and Supplementary Data)
on this report.

Refer to Note 11 - Borrowings for additional information.


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OVERALL RESULTS OF OPERATIONS



In this section, we discuss the results of our operations for the year ended
December 31, 2020 compared to the year ended December 31, 2019. For a discussion
of the year ended December 31, 2019 compared to the year ended December 31,
2018, please refer to Part II, Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in our Annual Report
on Form 10-K for the year ended December 31, 2019.

At December 31, 2020, we leased or owned and operated 61 cinemas with 504 screens, which includes our interests in certain unconsolidated joint ventures that total three cinemas with 29 screens. In addition, we:

?opened a new state-of-the-art six-screen Reading Cinemas in Jindalee, a suburb of Queensland, Australia in the fourth quarter of 2020;

?expanded into Tasmania acquiring a four-screen cinema in Devonport in the first quarter and a ten-screen cinema (the State Cinema) in Hobart in the fourth quarter of 2019;

?opened a three-screen pop-up in Lower Hutt located in the greater region of Wellington, New Zealand at the end of June 2019;



?ended our management agreement related to the 86th Street Cinema in New York
City due to the expiration of the underlying lease and closed our historically
profitable Paris and Beekman theatres in New York City due to lease expirations;

?launched our six-screen Reading Cinemas in Burwood, a suburb of Melbourne, Australia, in December 2019;



?owned and operated five ETCs located in Newmarket Village (a suburb of
Brisbane), Belmont (a suburb of Perth), Auburn Redyard (a suburb of Sydney) and
Cannon Park (in Townsville) in Australia, and Courtenay Central (in Wellington)
in New Zealand;

?owned and operated our headquarters' office buildings in Culver City (an
emerging high-tech and communications hub in Los Angeles County) and, during the
second quarter 2020, entered a multi-year lease with a corporate tenant for the
entire second floor. We are currently in the tenant improvement phase and began
receiving rental payments in October 2020;

?owned and operated our headquarters' office building in Melbourne, Australia;



?owned and operated the fee interests in three developed commercial properties
in Manhattan and Chicago improved with live theatres comprising six stages and
ancillary retail and commercial space;

?owned a 75% managing member interest in a limited liability company which in turn owns the fee interest in Cinemas 1,2,3;



?owned our Union Square development property with approximately 73,000 square
feet of net leasable area comprised of retail and office space. The 44 Union
Square is currently in the leasing phase, and we received a temporary
certificate of occupancy with respect to the core and shell work on August 31,
2020;

?owned 197-acres principally in Pennsylvania from our legacy railroad business, including the Reading Viaduct in downtown Philadelphia.



Our Company transacts business in Australia and New Zealand and is subject to
risks associated with changing foreign currency exchange rates. During the
current year, the Australian dollar and New Zealand dollar weakened against the
U.S. dollar by 0.7% and 1.4%, respectively, compared to the prior year.


?

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The following table sets forth the overall results of operations for the three years ended December 31, 2020:



                                                                                                         % Change -
                                                                                                         ?Favorable/
                                                                                                       ?(Unfavorable)
                                         % of                     % of                     % of      2020 vs.   2019 vs.

(Dollars in thousands) 2020 ?Revenue 2019 ?Revenue

    2018      ?Revenue      2019       2018
SEGMENT RESULTS
Cinema exhibition
operating income (loss)   $ (45,056)      (58) %   $  23,329         8  %   $  38,867       13  %    (>100) %     (40) %
Real estate operating
income (loss)                (2,463)       (3) %       5,141         2  %       6,438        2  %    (>100) %     (20) %
NON-SEGMENT RESULTS
Depreciation and
amortization expense           (970)       (1) %        (414)         - %        (394)        - %    (>100) %      (5) %
General and
administrative expense      (12,824)      (16) %     (18,933)       (7) %     (21,287)      (7) %        32 %      11  %
Interest expense, net        (9,354)      (12) %      (7,904)       (3) %      (6,837)      (2) %      (18) %     (16) %
Equity earnings of
unconsolidated joint
ventures                       (449)       (1) %         792          - %         974         - %    (>100) %     (19) %
Gain (loss) on sale of
assets                           (1)         - %          (2)       (0) %         (41)        - %        50 %      95  %
Other income (expense)          293          - %         325          - %        (256)        - %      (10) %     >100 %
Income (loss) before
income taxes                (70,824)      (91) %       2,334         1  %      17,464        6  %    (>100) %     (87) %
Income tax benefit
(expense)                      4,967         6 %     (28,837)      (10) %      (3,298)      (1) %      >100 %   (>100) %
Net income (loss)           (65,857)      (85) %     (26,503)      (10) %      14,166        5  %    (>100) %   (>100) %
Less: Net income (loss)
attributable to
noncontrolling
interests                      (657)       (1) %         (74)         - %         132         - %    (>100) %   (>100) %
Net income (loss)
attributable to RDI
common stockholders       $ (65,200)      (84) %   $ (26,429)      (10) %   $  14,034        5  %    (>100) %   (>100) %
Basic earnings (loss)
per share                 $   (3.00)               $   (1.17)               $    1.34                (>100) %   (>100) %

(1)See Note 2 of the 2020 10-K for the prior period adjustments for accounting for accrued sales tax accounts deemed not material.

CONSOLIDATED RESULTS

2020 vs. 2019

Net income attributable to RDI common stockholders decreased by $38.8 million to a loss of $65.2 million. This decrease was due to:



(i)a $68.4 million decrease in Cinema Exhibition segment operating income mainly
attributable to the ongoing temporary closure of some of our cinemas, reduced
seating occupancy as a result of social distancing measures, and the changes to
the release schedule by film distributors, which collectively led to a
significant drop in attendance since March 2020;

(ii)a $7.6 million decrease in the Real Estate segment operating income, due to the ongoing temporary closures of our U.S. Live Theatres, the absence of internal rent revenue from some of our fee-interest cinemas, and the rent abatements provided to our third-party tenants as a result of the COVID-19 pandemic;



(iii)a $1.5 million increase in interest expense attributable to the termination
of the capitalization of interest on Union Square and the renegotiation of our
bank covenants due to the COVID-19 pandemic; and

The decreases were offset by a $33.8 million decrease in income tax expense to a
benefit of $5.0 million, mainly due to the pretax loss in 2020 and a tax benefit
as a result of the CARES Act, partially offset by the recording of a valuation
allowance on U.S. deferred tax assets, and by a $6.1 million decrease in general
and administrative expenses.

BUSINESS SEGMENT RESULTS - 2020 vs. 2019



Presented below is the comparison of the segment operating income of our two
business segments for the years ended December 31, 2020 and 2019, respectively:

                                                                                                        % Change
                                                                                                       ?Favorable/
                                                2020                          2019                   ?(Unfavorable)
(Dollars in thousands)                 Cinema       Real Estate      Cinema       Real Estate     Cinema    Real Estate
Segment Revenues                     $   67,014    $     12,963    $  262,189    $     21,905      (74) %         (41) %
Segment Operating Expenses
Operating Expense                       (93,180)         (8,578)     (217,376)         (9,453)      57  %           9  %
Depreciation and amortization           (15,246)         (6,101)      

(16,940) (5,393) 10 % (13) % General and administrative expense (3,427)

           (747)       (4,544)         (1,918)       25 %           61 %
Impairment of long-lived assets            (217)               -             -               -   (>100) %            - %
Total segment expenses                 (112,070)        (15,426)     (238,860)        (16,764)      53  %            8 %
Segment operating income (loss)      $  (45,056)   $     (2,463)   $   23,329    $      5,141    (>100) %       (>100) %
Breakdown by country:
United States                        $  (39,371)   $     (3,399)   $    4,457    $         64    (>100) %       (>100) %
Australia                                (4,267)           2,336       15,974           5,449    (>100) %         (57) %
New Zealand                              (1,418)         (1,400)        2,898            (372)   (>100) %       (>100) %
                                     $  (45,056)   $     (2,463)   $   23,329    $      5,141    (>100) %       (>100) %



?

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A discussion for each segment follows:

Cinema Exhibition - The following table details our Cinema Exhibition segment operating results for the years ended

December 31, 2020 and 2019, respectively:



                                                                                                    2020 vs. 2019
                                                                                                     ?Favorable/
(Dollars in thousands)                   2020       % of Revenue       2019        % of Revenue    ?(Unfavorable)
REVENUE
  United
  States       Admission revenue      $    15,593           57 %    $    90,492           61 %             (83) %
               Food & beverage
               revenue                      8,245           30 %         45,766           31 %             (82) %
               Advertising and
               other revenue                3,584           13 %         11,395            8 %             (69) %
                                      $    27,422          100 %    $   147,653          100 %             (81) %
  Australia    Admission revenue      $    20,137           62 %    $    60,319           65 %             (67) %
               Food & beverage
               revenue                      9,590           29 %         26,888           29 %             (64) %
               Advertising and
               other revenue                2,788            8 %          6,301            7 %             (56) %
                                      $    32,515          100 %    $    93,508          100 %             (65) %
  New Zealand  Admission revenue      $     4,569           65 %    $    14,092           67 %             (68) %
               Food & beverage
               revenue                      2,066           29 %          5,943           28 %             (65) %
               Advertising and
               other revenue                  442            6 %            993            5 %             (55) %
                                      $     7,077          100 %    $    21,028          100 %             (66) %

  Total
  revenue                             $    67,014          100 %    $   262,189          100 %             (74) %
OPERATING EXPENSE
  United       Film rent and
  States       advertising cost       $   (8,183)         (30) %    $  (48,368)         (33) %               83 %
               Food & beverage cost       (2,519)          (9) %       (10,669)          (7) %               76 %
               Occupancy expense         (26,697)         (97) %       (27,096)         (18) %                1 %
               Other operating
               expense                   (18,631)         (68) %       (43,800)         (31) %               57 %
                                      $  (56,030)        (204) %    $ (129,933)         (88) %               57 %
               Film rent and
  Australia    advertising cost       $   (8,605)         (26) %    $  (28,364)         (30) %               70 %
               Food & beverage cost       (2,276)          (7) %        (5,136)          (5) %               56 %
               Occupancy expense          (8,484)         (26) %       (15,773)         (17) %               46 %
               Other operating
               expense                   (10,705)         (33) %       (21,677)         (23) %               51 %
                                      $  (30,070)         (91) %    $  (70,950)         (77) %               58 %
               Film rent and
  New Zealand  advertising cost       $   (1,991)         (28) %    $   (6,587)         (31) %               70 %
               Food & beverage cost         (432)          (6) %        (1,200)          (6) %               64 %
               Occupancy expense          (1,692)         (24) %        (3,445)         (16) %               51 %
               Other operating
               expense                    (2,966)         (42) %        (5,260)         (25) %               44 %
                                      $   (7,081)        (100) %    $  (16,492)         (77) %               57 %

  Total operating expense             $  (93,181)        (139) %    $ (217,375)         (83) %               57 %
DEPRECIATION, AMORTIZATION,
IMPAIRMENT AND GENERAL AND
ADMINISTRATIVE EXPENSE
  United       Depreciation and
  States       amortization           $   (8,060)         (29) %    $  (10,516)          (7) %               23 %
               Impairment of
               long-lived assets            (217)          (1) %              -            -             (>100) %
               General and
               administrative
               expense                    (2,486)          (9) %        (2,747)          (2) %               10 %
                                      $  (10,763)         (39) %    $  (13,263)          (9) %               19 %
               Depreciation and
  Australia    amortization           $   (5,762)         (18) %    $   (4,946)          (5) %             (16) %
               General and
               administrative
               expense                      (950)          (3) %        (1,638)          (2) %               42 %
                                      $   (6,712)         (21) %    $   (6,584)          (7) %              (2) %
               Depreciation and

  New Zealand  amortization           $   (1,423)         (20) %    $   (1,479)          (7) %                4 %
               General and
               administrative
               expense                          9            - %          (159)          (1) %             >100 %
                                      $   (1,414)         (20) %    $   (1,638)          (8) %               14 %

Total depreciation, amortization,


  impairment and general and
  administrative expense              $  (18,889)         (28) %    $  (21,485)          (8) %               12 %

  Total
  expenses                            $ (112,070)        (167) %    $ (238,860)         (91) %               53 %
OPERATING INCOME (LOSS)
  United States                       $  (39,371)        (144) %    $     4,457            3 %           (>100) %
  Australia                               (4,267)         (13) %         15,974           17 %           (>100) %
  New Zealand                             (1,418)         (20) %          2,898           14 %           (>100) %
  Total operating income (loss)       $  (45,056)         (67) %    $    23,329            9 %           (>100) %



?

                                     - 52 -

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Cinema Exhibition - The following table details our Cinema Exhibition segment
operating results for the quarters ended December 31, 2020 and 2019,
respectively:

                                                                                                  2020 vs. 2019
                                                                                                   ?Favorable/
(Dollars in thousands)                   2020      % of Revenue       2019       % of Revenue    ?(Unfavorable)
REVENUE
  United
  States       Admission revenue      $    1,349           48 %    $   23,533           62 %             (94) %
               Food & beverage
               revenue                       923           33 %        11,462           30 %             (92) %
               Advertising and
               other revenue                 568           20 %         3,131            8 %             (82) %
                                      $    2,840          100 %    $   38,126          100 %             (93) %
  Australia    Admission revenue      $    4,512           60 %    $   14,101           64 %             (68) %
               Food & beverage                             29                           29
               revenue                     2,304              %         6,406              %             (64) %
               Advertising and                             10                            8
               other revenue                 757              %         1,685              %             (55) %
                                      $    7,573          100 %    $   22,192          100 %             (66) %
  New Zealand  Admission revenue      $    1,114           64 %    $    3,358           67 %             (67) %
               Food & beverage                             29                           28
               revenue                       503              %         1,394              %             (64) %
               Advertising and                              7                            5
               other revenue                 118              %           236              %             (50) %
                                      $    1,735          100 %    $    4,988          100 %             (65) %

  Total
  revenue                             $   12,148          100 %    $   65,306          100 %             (81) %
OPERATING EXPENSE
  United       Film rent and
  States       advertising cost       $    (727)         (26) %    $ (12,379)         (32) %               94 %
               Food & beverage cost        (339)         (13) %       (2,717)          (7) %               88 %
               Occupancy expense         (6,486)        (228) %       (6,609)         (17) %                2 %
               Other operating
               expense                   (3,434)        (121) %      (10,563)         (28) %               67 %
                                      $ (10,986)        (387) %    $ (32,268)         (85) %               66 %
               Film rent and
  Australia    advertising cost       $  (1,877)         (25) %    $  (6,600)         (30) %               72 %
               Food & beverage cost        (601)          (8) %       (1,289)          (6) %               53 %
               Occupancy expense         (1,865)         (25) %       (3,892)         (18) %               52 %
               Other operating
               expense                   (2,436)         (31) %       (5,631)         (26) %               57 %
                                      $  (6,779)         (90) %    $ (17,412)         (78) %               61 %
               Film rent and
  New Zealand  advertising cost       $    (463)         (27) %    $  (1,521)         (30) %               70 %
               Food & beverage cost        (104)          (6) %         (255)          (5) %               59 %
               Occupancy expense           (256)         (15) %         (843)         (17) %               70 %
               Other operating
               expense                     (872)         (50) %       (1,281)         (26) %               32 %
                                      $  (1,695)         (99) %    $  (3,900)         (78) %               57 %

  Total operating expense             $ (19,460)        (160) %    $ (53,580)         (82) %               64 %
DEPRECIATION, AMORTIZATION,
IMPAIRMENT AND GENERAL AND
ADMINISTRATIVE EXPENSE
  United       Depreciation and
  States       amortization           $  (2,110)         (74) %    $  (2,726)          (7) %               23 %
               Impairment of
               long-lived assets           (217)   (8)        %             -            - %                - %
               General and
               administrative
               expense                     (258)          (9) %       (1,231)          (4) %               79 %
                                      $  (2,585)         (91) %    $  (3,957)         (10) %               35 %
               Depreciation and                                                        (6)
  Australia    amortization           $  (1,413)         (19) %    $  (1,316)              %              (7) %
               General and                                                             (2)
               administrative
               expense                      (96)          (1) %         (400)              %               76 %
                                      $  (1,509)         (20) %    $  (1,716)          (8) %               12 %
               Depreciation and                                                        (8)
  New Zealand  amortization           $    (333)         (19) %    $    (380)              %               12 %
               General and                                                             (1)
               administrative
               expense                         1            - %          (59)              %             >100 %
                                      $    (332)         (19) %    $    (439)          (9) %               24 %

Total depreciation, amortization,


  impairment and general and
  administrative expense              $  (4,426)         (36) %    $  (6,112)          (9) %               28 %

  Total
  expenses                            $ (23,886)        (197) %    $ (59,692)         (91) %               60 %
OPERATING INCOME (LOSS)
  United States                       $ (10,731)        (378) %    $    1,901            5 %     (>100)       %
  Australia                                (715)          (9) %         3,064           14 %     (>100)       %
  New Zealand                              (292)         (17) %           649           13 %           (>100) %

Total operating income (loss) $ (11,738) (97) % $ 5,614

            9 %     (>100)       %


Cinema Exhibition Segment Operating Income



Cinema Exhibition segment operating income decreased by $68.4 million, to a loss
of $45.1 million for the year ended December 31, 2020 compared to December 31,
2019, primarily driven by the repercussions caused by the COVID-19 pandemic,
such as the (i) continued temporary closure of some of our cinemas, (ii) reduced
capacity as a result of social distancing measures, and (iii) delays in release
schedules by film distributors, which collectively led to a significant drop in
attendance and a reduction in revenue by 74%, or $195.2 million. This was
further impacted by the ongoing temporary closure of Reading Cinemas at
Courtenay Central in New Zealand. This decrease is partially mitigated by (i)
the reopening of a portion of our cinemas worldwide during the last three
quarters of 2020, (ii) the absence of internal rent expense from some of our
fee-interest cinemas due to the COVID-19 pandemic, and (iii) rent abatements
received from a number of our landlords.

Measured in local currencies, these decreases were slightly lower, as reported
results were dampened further by the weakening of the Australian and New Zealand
dollars compared to the U.S. dollar in 2020.

                                     - 53 -

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Cinema Exhibition segment operating income for the quarter ended December 31,
2020 decreased by $17.4 million, to a loss of $11.7 million compared to the
quarter ended December 31, 2019, primarily driven by the continued temporary
closure of a portion of our cinemas due to COVID-19 and the lack of film product
with releases being pushed into later years. This decrease was reduced by the
absence of internal rent expense from some of our fee-interest cinemas and the
rent abatements from a number of our landlords.

Measured in local currencies, these decreases were slightly higher, as reported results were reduced further by the strengthening of the Australian and New Zealand dollars compared to the U.S. dollar in the fourth quarter of 2020.

Revenue

Cinema revenue decreased by 74%, or $195.2 million, to $67.0 million for the year ended December 31, 2020 compared to 2019.

The table below is the revenue breakdown, by country, for the years ended December 31, 2020 and 2019, respectively:



                                                                    2020 vs. 2019
                                    % of                  % of       Favorable/
(Dollars in thousands)    2020    ?Revenue     2019     ?Revenue    (Unfavorable)
United States           $ 27,422      41 %   $ 147,653       56 %         (81) %
Australia                 32,515      49 %      93,508       36 %         (65) %
New Zealand                7,077      10 %      21,028        8 %         (66) %
Total Segment Revenues  $ 67,014     100 %   $ 262,189     100  %         (74) %

Below are the changes in our cinema revenue by market:

United States



Cinema revenues decreased by 81%, or $120.2 million, to $27.4 million for the
year ended December 31, 2020 compared to 2019. This decrease was primarily due
to the ongoing temporary closures of most of our U.S. Cinemas and the social
distancing measures put in place as a result of the COVID-19 pandemic, the lack
of a consistent and compelling movie slate from the major studios, and the
ongoing temporary closure in December of 2019 of our Consolidated Theatre at the
Kahala Mall in Honolulu for a top-to-bottom renovation.

Australia



Cinema revenues decreased by 65%, or $61.0 million, to $32.5 million for the
year ended December 31, 2020 compared to 2019. This decrease was largely due to
the temporary closures of our cinemas in Australia as a result of the COVID-19
pandemic, the postponement or removal from the release schedule of major motion
pictures, and the weakening of the Australian dollar when compared to the U.S.
dollar, partially offset by the reopening of all of our Australian cinemas by
November 2020.

New Zealand

Cinema revenues decreased by 66%, or $14.0 million, to $7.1 million for the year
ended December 31, 2020 compared to 2019. This decrease was mainly due to the
temporary closures of some of our cinemas in New Zealand as a result of the
COVID-19 pandemic, the lack of a slate of motion pictures from the major
studios, and the weakening of the New Zealand dollar when compared to the U.S.
dollar, partially offset by the reopening of our cinemas in New Zealand in June
of 2020, excluding Courtenay Central, which remains closed due to seismic
concerns.

For the quarter ended December 31, 2020, Cinema segment revenues decreased 81%,
or $53.2 million, to $12.1 million compared to the same quarter in 2019. This
was driven by the decline in admissions in all three circuits due to the ongoing
temporary closures of some of our cinemas as a result of the COVID-19 pandemic
further impacted by the continued temporary closure of our Reading Cinemas at
Courtenay Central and the ongoing temporary closure of Consolidated Theatres
Kahala for renovation, slightly offset by the launch of our Reading Cinemas at
Jindalee in Australia at the end of 2020. These results were offset by the
strengthening of the Australian and New Zealand dollars in the fourth quarter of
2020.

Operating Expense

Operating expense for 2020 decreased by 57%, or $124.2 million, to $93.2 million
when compared to 2019 due to a decline in film rent expense as a result of
cinemas being closed and lack of new films, and savings in internal and external
rent abatements received in 2020 as a result of the COVID-19 pandemic.
Furthermore, the temporary closures of our cinemas ultimately led to employee
terminations in late March in the U.S. resulting in a reduction in labor costs.
Conversely, in Australia and New Zealand, there was no need to terminate
employees as we enjoyed the benefits of wage subsidies provided by their
respective governments, which covered virtually all of the costs of our cinema
level personnel. The wage subsidy program in Australia was reduced at the
beginning of 2021 and continued to cover a substantial proportion of the costs
however, this program ended on March 27, 2021. The wage subsidy program in New
Zealand ended on August 25, 2020.

                                     - 54 -

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For the quarter ended December 31, 2020, operating expense decreased by 64%, or
$34.1 million, to $19.5 million compared to December 31, 2019, primarily due to
lower film rent expense as a result of cinemas being closed and lack of new
films, savings in labor costs, and in some cases, lower F&B costs as a result of
a drop in admissions in 2020.

Depreciation, Amortization, General and Administrative Expense



Depreciation, amortization, general and administrative expense for 2020 cinema
operations decreased by 12%, or $2.6 million, to $18.9 million compared to 2019
primarily driven by reduction in depreciation expense for our U.S. cinemas
digital projectors, which were substantially depreciated by the end of 2019. The
decrease was partially offset by increases in depreciation expense related to
the completion of our 44 Union Square capital improvements placed into service
along with the foreign exchange movements in Australia and New Zealand, and a
$0.2 million impairment charge incurred against certain cinema assets.

Depreciation, amortization, general and administrative expense for the quarter ended December 31, 2020 decreased by 28%, or $1.7 million, to $4.4 million primarily from the savings in payroll costs as a result of the wage subsidy programs and reduction in corporate staff costs.




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                                     - 55 -

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Real Estate - The following table details our Real Estate segment operating results for the years ended December 31, 2020 and 2019, respectively:



                                                                                                    2020 vs. 2019
                                                                                                      Favorable/
(Dollars in thousands)                      2020      % of Revenue       2019       % of Revenue    (Unfavorable)
REVENUE
                 Live theatre rental
  United States  and ancillary income    $      988           69 %    $    3,426           89 %             (71) %
                 Property rental
                 income                         434           31 %           422           11 %                3 %
                                              1,422          100 %         3,848          100 %             (63) %
  Australia      Property rental             10,576          100 %        15,656          100 %             (32) %
                 income
  New Zealand    Property rental                965          100 %         2,401          100 %             (60) %
                 income
  Total revenue                          $   12,963          100 %    $   21,905          100 %             (41) %

OPERATING EXPENSE


  United States  Live theatre cost       $    (698)         (49) %    $  (1,271)         (33) %               45 %
                 Property cost              (1,184)         (83) %    $    (640)         (17) %             (85) %
                 Occupancy expense            (930)         (65) %         (507)         (13) %             (83) %
                                         $  (2,812)        (198) %    $  (2,418)         (63) %             (16) %
  Australia      Property cost           $  (2,457)         (23) %    $  (2,810)         (18) %               13 %
                 Occupancy expense          (1,874)         (18) %       (2,648)         (17) %               29 %
                                         $  (4,331)         (41) %    $  (5,458)         (35) %               21 %
  New Zealand    Property cost           $  (1,002)        (104) %    $  (1,073)         (45) %                7 %
                 Occupancy expense            (432)         (45) %         (504)         (21) %               14 %
                                         $  (1,434)        (149) %    $  (1,577)         (66) %                9 %

  Total operating expense                $  (8,577)         (66) %    $  (9,453)         (43) %                9 %
DEPRECIATION, AMORTIZATION, GENERAL
AND ADMINISTRATIVE EXPENSE
  United         Depreciation and
  States         amortization            $  (1,522)        (107) %    $    (778)         (20) %             (96) %
                 General and
                 administrative
                 expense                      (487)         (34) %         (588)         (15) %               17 %
                                         $  (2,009)        (141) %    $  (1,366)         (35) %             (47) %
                 Depreciation and
  Australia      amortization            $  (3,634)         (34) %    $  (3,622)         (23) %                - %
                 General and
                 administrative
                 expense                      (275)          (3) %       (1,127)          (7) %               76 %
                                         $  (3,909)         (37) %    $  (4,749)         (30) %               18 %
  New            Depreciation and
  Zealand        amortization            $    (945)         (98) %    $    (992)         (41) %                5 %
                 General and
                 administrative
                 expense                         14            0 %         (204)          (8) %             >100 %
                                         $    (931)         (96) %    $  (1,196)         (50) %               22 %

Total depreciation, amortization,

and general and administrative


  expense                                $  (6,849)         (53) %    $  (7,311)         (33) %                6 %

  Total expenses                         $ (15,426)        (119) %    $ (16,764)         (77) %                8 %
OPERATING INCOME (LOSS)
  United States                          $  (3,399)        (239) %    $       64            2 %           (>100) %
  Australia                                   2,336           22 %         5,449           35 %             (57) %
  New Zealand                               (1,400)        (145) %         (372)         (15) %           (>100) %
  Total operating income (loss)          $  (2,463)         (19) %    $    5,141           23 %           (>100) %



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                                     - 56 -

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Real Estate - The following table details our Real Estate segment operating results for the quarters ended December 31, 2020 and 2019, respectively:



                                                                                                  2020 vs. 2019
                                                                                                    Favorable/
(Dollars in thousands)                     2020      % of Revenue      2019       % of Revenue    (Unfavorable)
REVENUE
                Live theatre rental
  United States and ancillary income    $      100           39 %    $     705           72 %             (86) %
                Property rental
                income                         157           61 %          270           28 %             (42) %
                                               257          100 %          975          100 %             (74) %
                Property rental              2,526          100 %        3,783          100 %             (33) %
  Australia     income
                Property rental                252          100 %          622          100 %             (59) %
  New Zealand   income
  Total revenue                         $    3,035          100 %    $   5,380          100 %             (44) %

OPERATING EXPENSE


  United States Live theatre cost       $     (86)         (33) %    $   (351)         (36) %               75 %
                Property cost                (240)         (93) %    $   (179)         (18) %             (34) %
                Occupancy expense            (369)        (144) %        (154)         (16) %           (>100) %
                                        $    (695)        (270) %    $   (684)         (70) %              (2) %
  Australia     Property cost           $    (724)         (29) %    $   (703)         (19) %              (3) %
                Occupancy expense            (521)         (21) %        (624)         (16) %               17 %
                                        $  (1,245)         (49) %    $ (1,327)         (35) %                6 %
  New Zealand   Property cost           $    (264)        (105) %    $   (224)         (36) %             (18) %
                Occupancy expense            (115)         (46) %        (110)         (18) %              (5) %
                                        $    (379)        (150) %    $   (334)         (54) %             (13) %

  Total operating expense               $  (2,319)         (76) %    $ (2,345)         (44) %                1 %
DEPRECIATION, AMORTIZATION, GENERAL
AND ADMINISTRATIVE EXPENSE
                Depreciation and
  United States amortization            $    (731)        (285) %    $   (194)         (20) %           (>100) %
                General and
                administrative
                expense                        114           44 %        (196)         (21) %             >100 %
                                        $    (617)        (241) %    $   (390)         (40) %             (58) %
                Depreciation and
  Australia     amortization            $  (1,001)         (40) %    $   (893)         (24) %             (12) %
                General and
                administrative
                expense                        154            6 %        (267)          (7) %             >100 %
                                        $    (847)         (34) %    $ (1,160)         (31) %               27 %
                Depreciation and
  New Zealand   amortization            $    (242)         (96) %    $   (244)         (39) %                1 %
                General and
                administrative
                expense                        (9)          (4) %         (87)         (14) %               90 %
                                        $    (251)        (100) %    $   (331)         (53) %               24 %

Total depreciation, amortization,

and general and administrative


  expense                               $  (1,715)         (57) %    $ (1,881)         (35) %                9 %

  Total
  expenses                              $  (4,034)        (133) %    $ (4,226)         (79) %                5 %
OPERATING INCOME (LOSS)
  United States                         $  (1,055)        (411) %    $    (99)         (10) %           (>100) %
  Australia                                    434           17 %        1,296           34 %             (67) %
  New Zealand                                (378)        (150) %         (43)          (7) %           (>100) %

Total operating income (loss) $ (999) (33) % $ 1,154

           21 %           (>100) %


Real Estate Segment Operating Income



Real Estate segment operating income decreased by $7.6 million, to a loss of
$2.5 million for the year ended December 31, 2020 compared to 2019. This
decrease is attributable to the ongoing temporary closures of our U.S. Live
Theatres, the absence of internal rent revenue from some of our fee-interest
cinemas, and the rent abatements provided to our third-party tenants as a result
of the COVID-19 pandemic.

Real Estate segment operating income decreased by $2.2 million, to a loss of
$1.0 million for the quarter ended December 31, 2020 compared to 2019, primarily
due to the ongoing temporary closures of our U.S. Live Theatres, the absence of
intercompany rent revenue from some of our fee-interest cinemas, and rent
abatements provided to tenants as a result of the COVID-19 pandemic.

                                     - 57 -

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Revenue

The table below is the revenue breakdown by country for each year:



                                                                   2020 vs. 

2019


                                    % of                 % of       

Favorable/


(Dollars in thousands)    2020    ?Revenue     2019    ?Revenue    (Unfavorable)
United States           $  1,422       11 %  $  3,848       18 %         (63) %
Australia                 10,576       82 %    15,656       71 %         (32) %
New Zealand                  965        7 %     2,401       11 %        

(60) % Total Segment Revenues $ 12,963 100 % $ 21,905 100 % (41) %




Real estate revenues for the year ended December 31, 2020 decreased by 41% or
$8.9 million, to $13.0 million compared to 2019. This decrease is attributable
to the ongoing temporary closures of our U.S. Live Theatres and the issuance of
rent abatements to certain third-party Australian tenants. The decrease was
further impacted by the vacating of a tenant at our Courtenay Central site in
March 2020 and the decision by our Real Estate division to abate intercompany
rent payable by Reading Cinemas as anchor tenants at some of our ETCs in
response to the closures and revenue reductions caused by COVID-19.

Referring to our Australian real estate revenue, a federal government Code of
Conduct was prepared at the end of the first quarter of 2020 intended to
function as guidance for landlords and tenants when negotiating rent relief.
Initially this Code of Conduct was taken to be 'best practice,' but during the
second quarter of 2020, state governments signed into law their own rent relief
legislation which, to varying degrees, drew upon the Code of Conduct as well as
incorporated other legislative requirements at a state's own discretion.
Consistent across the Australian states is legislation regarding the measurement
of rent relief by way of abatement and is measured against declines in sales
volumes over the period in which a tenant is impacted by COVID-19.

For the quarter ended December 31, 2020, Real Estate revenue decreased by 44%,
or $2.3 million, to $3.0 million compared to 2019. primarily due to the ongoing
pandemic which resulted in the temporary closure of our U.S. Live Theatres and
the rent abatements provided to our third-party tenants as a result of the
COVID-19 pandemic. These results were partially offset by the strengthening
foreign currency exchange rate in the Australian and New Zealand dollars.

Operating Expense



Operating expense for the year ended December 31, 2020 decreased by 9%, or $0.9
million, to $8.6 million when compared to the same period in 2019 mainly driven
by (i) the ongoing temporary closures of our Live Theatre business unit and (ii)
a rent abatement obtained from a ground lessor in Australia. Throughout the
fourth quarter of 2020, many operating expenses were significantly reduced, and
various projects and maintenance works were postponed. In addition, our
operating expenses were reduced as we brought in-house certain property
management functions that were earlier outsourced. In Australia, various State
Revenue Offices (SRO) implemented support measures for commercial landlords
whereby land tax relief was provided, and continues to provide, by way of a
percentage of land tax waiver or deferral. Further, this decrease was offset by
increased legal expenses for our property development work.

For the quarter ended December 31, 2020, operating expenses remained flat with a
slight decrease of 1%, to $2.3 million when compared to the same period in 2019
due to our inability to lower fixed expenses even with declining revenues,
offset by increased costs related to our 44 Union Square property being included
in operating costs.

Depreciation, Amortization, General and Administrative Expense

Depreciation, amortization, general and administrative expenses for 2020 decreased by 6%, to $6.8 million when compared to the same period in 2019 driven by general and administrative expense reductions in Australia, while depreciation remained flat.

For the quarter ended December 31, 2020, depreciation, amortization, and general, and administrative expenses decreased by 9%, or $0.2 million, to $1.7 million compared to the quarter ended December 31, 2019 due to the capitalization of our 44 Union Square property.

NON-SEGMENT RESULTS -2020 vs. 2019

General and Administrative Expense



Non-segment general and administrative expense for the year ended December 31,
2020 decreased by 32%, or $6.1 million, to $12.8 million compared to the same
period in the prior year, mainly attributed to (i) savings in payroll costs as a
result of the wage subsidy programs and reduction in corporate staff, (ii)
reduced costs related to corporate airfare and travel as a result of COVID-19
restrictions, and (iii) decreases in professional and legal services. The
decrease was further favorably impacted by the affirmation on appeal by the
Nevada Supreme Court of a $0.8 million costs judgment entered in favor of our
Company in the James J. Cotter Jr. derivative litigation.

                                     - 58 -

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For more information about the legal expense, please refer to Note 13 -
Commitments and Contingencies to the Consolidated Financial Statements included
herein in Part II, Item 8 (Financial Statements and Supplementary Data) on this
report.

Income Tax Benefit

The U.S. Coronavirus Aid, Relief, and Economic Security Act ("the CARES Act")
was enacted on March 27, 2020 to provide tax relief to companies impacted by the
COVID-19 pandemic. The CARES Act includes, among other items, provisions for net
operating loss carryback, modifications to the business interest expense
deduction, a technical correction to tax depreciation methods for qualified
improvement property, and alternative minimum tax credit refunds. During the
quarter ended March 31, 2020, we recorded a tax benefit arising from the
carryback of the net operating loss generated in the taxable year ended December
31, 2019.

Income tax expense decreased by $33.8 million, to a benefit of $5.0 million,
when compared to 2019, mainly due to the pretax loss in 2020 and a tax benefit
as a result of the CARES Act. This was partially offset by the recording of
valuation allowance on U.S. deferred tax assets. Please refer to Note 10 -
Income Taxes of the Notes to Consolidated Financial Statements in Part II of
this Annual Report for further information.

Interest Expense, Net





Interest expense (net of interest income) increased by 18%, or $1.5 million, to
$9.4 million, mainly due to an increase in our borrowings as a result of the
COVID-19 pandemic and the termination of the capitalization of interest on 44
Union Square.

LIQUIDITY AND CAPITAL RESOURCES



The COVID-19 outbreak has materially adversely affected the economies (and the
cinema exhibition industry in particular) of the United States, Australia, and
New Zealand. Outbreaks of COVID-19 caused cinemas and other public assembly
venues to close in March of 2020. Major studios have announced the delayed
release of major motion pictures into 2021 and beyond or have gone straight to
streaming. Consequently, the delayed releases of major motion pictures and the
elimination of the theatrical window by some studios has and will push revenues
into later quarters, thereby reducing our full year revenues, and may accelerate
our decisions to consider more permanent reductions of operational levels at our
cinemas. However, even if such film product is forthcoming, operating revenues
may continue to be adversely impacted by ongoing governmental restrictions,
social distancing requirements, the adoption and implementation of new
sanitization protocols, and potential hesitancy of patrons to return to public
indoor venues.

With respect to our home office employees, our Company's home offices in Culver
City, CA and New York City, NY, remain closed as of the date of filing of this
Report, with employees continuing to work remotely. Our employees in our
Melbourne, Australia office are back at the office full time. With regard to our
office in Wellington, New Zealand, our temporary office space lease expired, and
our staff continue to work remotely for the time being.

In response to uncertainties associated with the outbreak of the COVID-19
pandemic and its impact on our Company's business, Management drew down the
available operating borrowing capacity in the first quarter of 2020 and
continued to maintain those borrowing levels through the second quarter. During
the third quarter of 2020, we paid down $5.8 million on the Bank of America
revolving credit facility as part of our expense reduction, in this case
interest expense. We subsequently borrowed $2.0 million on this line in the
fourth quarter of 2020, therefore $3.8 million was available at December 31,
2020. These funds are, however, available to be drawn under this facility. Total
outstanding borrowings were $285.0 million at December 31, 2020. As of December
31, 2020, we had $26.8 million in cash and cash equivalents. Our Company's use
of these funds is in some ways limited due to limitations on the expatriation of
funds from Australia and New Zealand to the United States and limitations on our
use of the proceeds from our $55.0 million Bank of America Credit Facility for
purposes unrelated to our U.S. cinema activities.

                                     - 59 -

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Our bank loans with the Bank of America, NAB, and Westpac require that our
Company comply with certain covenants. The longer the COVID-19 pandemic and the
associated limitations (both legal and practical) on our business exist, the
more likely it becomes, in the absence of other actions by our Company, that we
will be unable to continue to comply with these covenants. However, in such an
event, our Company expects to be able to obtain an amendment or waiver from its
lenders, though no assurances can be given. We believe that our lenders
understand that the current situation is not of our making, that we are doing
everything that can reasonably be done, and that our relationship with our
lenders is good. In an effort to mitigate the need for such waivers, we are
looking to our real estate assets to provide needed liquidity. Our 44 Union
Square property in Manhattan, with 73,000 net rentable square feet of retail and
office space, received a temporary certificate of occupancy for the core and
shell of the building on August 31, 2020 and is in the lease-up phase with
construction being complete (except for minor punch list items). On January 24,
2020, we exercised the first of our two extension options on the Bank OZK
(formerly Bank of the Ozarks) loan, extending the maturity date to December 29,
2020. On December 29, 2020, we further extended the maturity of this loan to
March 31, 2021, at an interest rate of 17.5% and on March 26, 2021, we repaid
this loan in full in the amount of $40.6 million. We are currently working on a
refinancing of the property and, while no assurances can be given, based on
current facts and circumstances, we are optimistic that the refinancing, which
will free up substantial capital, can be finalized in the second quarter of
2021. On March 4, 2021, we sold our Manukau land for NZ$77.2 million (US$56.1
million). On March 5, 2021, we sold our Coachella land for $11.0 million. As a
50% member in Shadow View Land & Farming LLC, the Company received 50% of the
Coachella net sale proceeds. Unlike pure cinema exhibition companies, we own the
fee interest underlying 12 of our cinemas and all of our Live Theatres.

Prior to the COVID-19 pandemic, our cinema exhibition business plan had been to
enhance our current cinemas where it was financially reasonable to do so;
develop our specialty cinemas in select markets; expand our F&B offering, and
continue on an opportunistic basis, to identify, develop, and acquire cinema
properties that allow us to leverage our cinema expertise over a larger
operating base. This continues to be our plan once we are able to fully reopen,
subject to liquidity constraints.

We continue to advance most of our real estate initiatives as these are,
generally speaking, still in the planning stage and, as a result, less impacted
than projects in their construction phase. We, fortunately, have only two
projects in a construction phase - the redevelopment of our 44 Union Square
property in Manhattan and the refurbishment of our Consolidated Theatre at the
Kahala Mall in Honolulu. 44 Union Square received a temporary certificate of
occupancy for the core and shell of the building on August 31, 2020 and is in
the lease-up phase following completion of construction with the exception of
minor punch list items. We anticipate that our Consolidated Theatre at the
Kahala Mall will reopen for business after construction is completed, which
should follow a few months of work upon recommencement of construction once
COVID-19 related Hawaiian government restrictions have been relaxed.

Our pre-COVID-19 business plan with respect to the Real Estate segment of our
business was to continue the build-out of our Newmarket Village and Auburn
Redyard ETCs in Australia; to master-plan the redevelopment of our Courtenay
Central site in New Zealand into an urban entertainment center with a focus on
cinema exhibition and food & beverage; in Manukau/Wiri, New Zealand, to develop
in concert with other major landowners, the infrastructure needed to support the
construction of income-producing light industrial improvements; to reassess and
master-plan our Cinemas 1,2,3 property for redevelopment as a stand-alone 96,000
square foot mixed-use property and in the interim to continue to use it as a
cinema; and to continue to be sensitive to opportunities to convert our
entertainment assets to higher and better uses, or, where appropriate, to
dispose of such assets. Subsequently, during the first quarter of 2021, we sold
our Manukau and Coachella non-income producing land assets and have reclassified
our Auburn Redyard ETC and Royal George Theatre complex as assets held for sale.
Going forward, subject to capital allocation considerations, we will be focusing
on completing the lease up of our 44 Union Square property in Manhattan, the
further development of our Newmarket and Courtenay Central ETCs in Australia and
New Zealand, and the redevelopment of our Cinema 1,2,3 property in Manhattan and
our historic railroad properties in Philadelphia.

The success of our Company is naturally dependent on our ongoing ability to
execute these business plans effectively through our available resources (both
cash and available borrowing facilities), while still addressing our liquidity
risk in a timely manner. Liquidity risk is the risk relating to our ability to
meet our financial obligations when they come due. Prior to the COVID-19
pandemic, our financial obligations arose mainly from capital expenditure needs,
working capital requirements, and debt servicing requirements. We managed the
liquidity risk by working to generate adequate cash flows from operating
activities, to obtain and maintain appropriate financing or extension of
maturity dates under reasonable arrangements, and/or to convert non-performing
or non-strategic assets into cash as appropriate under the circumstances. During
the pandemic, we had to rely on our ability to control costs, to generate
revenue from different sources, and to maintain and obtain adequate and
reasonable financing, while at the same time reviewing and, where appropriate,
acting upon our ability to convert non-strategic assets into cash, if needed.
Historically, we have funded our capital expenditures out of operating cash
flow. Obviously, with our revenues severely curtailed by the closure and other
limitations imposed on our cinema activities, we have needed to look to our
lenders for the near term. However, we remain confident in our cinema industry
and that it will once again be the primary engine through which we fund our
liquidity needs.

The impact of the COVID-19 pandemic on our business has reduced our liquidity
and our Management, consequently, has postponed, or reprioritized most of our
capital expenditures based on assessments of conditions and liquidity
requirements.

                                     - 60 -

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During 2021, we anticipate that we will continue to limit our capital
expenditures, and as a result, we currently estimate that our cash capital
expenditures in both our cinema and real estate segments in 2021 will not exceed
$25.5 million. The projects requiring capital expenditures in 2021 will include:
(i) with respect to our cinema business, the renovation of existing global
cinemas and the construction of new cinemas in Australia and (ii) with respect
to our real estate business, capital for the build out/fit out of third party
tenant spaces. The Company believes that 2021 capital expenditures will be paid
for by funds raised by asset sales, cash flow from operations and/or funds
available under global credit facilities. The Company is surrounded by
uncertainty about COVID-19, as well as financial, economic, competitive,
regulatory, and other factors, many of which are beyond its control. If the
Company is unable to generate sufficient cash flow in the upcoming months or if
its cash needs exceed the Company's borrowing capacity under its available
facilities, it could be required to adopt one or more alternatives, such as
reducing, delaying or eliminating such planned capital expenditures, selling
additional assets or restructuring debt.

For more information about our liquidity, please refer to Note 3 - Impact of
COVID-19 Pandemic on Liquidity to the Consolidated Financial Statements included
herein in Part II, Item 8 (Financial Statements and Supplementary Data) on this
report.

Refer to Note 11 - Borrowings for additional information.

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 last five years:



($ in thousands)                      2020         2019       2018(3)     2017(2)(3)     2016(2)
Net Cash from Operating
Activities                         $ (30,201)   $  24,607    $  32,644    $   23,851    $  30,188
Total Resources (cash and
borrowings)
Cash and cash equivalents
(unrestricted)                     $   26,826   $  12,135    $  13,127    $   13,668    $  19,017
Unused borrowing facility              15,490      73,920       85,886       137,231      117,599
Restricted for capital
projects(1)                             9,377      13,952       30,318        62,280       62,024
Unrestricted capacity                   6,113      59,968       55,568        74,951       55,575
Total resources at 12/31               42,316      86,055       99,013       150,899      136,616
Total unrestricted resources at
12/31                                  32,939      72,103       68,695        88,619       74,592
Debt-to-Equity Ratio
Total contractual facility         $  300,449   $ 283,138    $ 252,929    $  271,732    $ 266,134
Total debt (gross of deferred
financing costs)                      284,959     209,218      167,043       134,501      148,535
Current                                42,299      37,380       30,393         8,109          567
Non-current                           242,660     171,838      136,650       126,392      147,968
Finance lease liabilities                 118         209
Total book equity                      81,173     139,616      179,979       181,382      146,890
Debt-to-equity ratio                     3.51        1.50         0.93          0.74         1.01
Changes in Working Capital
Working capital (deficit)(4)       $ (64,140)   $ (84,138)   $ (56,047)   $  (47,294)   $   6,655
Current ratio                            0.47        0.24         0.35          0.41         1.10
Capital Expenditures (including
acquisitions)                      $   16,759   $  47,722    $  56,827    $ 

76,708 $ 49,166

(1)This relates to the construction facilities specifically negotiated for 44 Union Square redevelopment project, obtained in December 2016.



(2)Certain 2017 and 2016 balances included the restatement impact as a result of
a prior period financial statement correction of immaterial errors (see Note 2 -
Summary of Significant Accounting Policies - Prior Period Financial Statement
Correction of Immaterial Errors).

(3)See Note 2 - Summary of Significant Accounting Policies - Prior Period Financial Statement Correction of Immaterial Errors for the prior period adjustments for accounting for accrued sales tax deemed not material.

(4)Typically, 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.



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. Before the COVID-19 pandemic, our treasury management has been focused
on aggressive cash management using cash balances to reduce debt and minimize
interest expense. 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. As a
result of the COVID-19 pandemic, we chose to fully draw down on most of our
lines of credit in order to provide liquidity for the Company during a time of
minimal revenues.

Refer to Note 11 - Borrowings in the Consolidated Financial Statements for further details on our various borrowing arrangements.



At December 31, 2020, our consolidated cash and cash equivalents totaled
$26.8 million. Of this amount, $7.7 million, $6.3 million and $12.8 million were
held by our U.S., Australian and New Zealand operations, respectively. Due to
the impact of COVID-19, we no longer intend to indefinitely reinvest offshore
any earnings derived from our Australian and New Zealand operations.

                                     - 61 -

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We have historically funded our working capital requirements, capital
expenditures and investments in individual properties primarily from a
combination of internally generated cash flows and debt. During 2020 and into
2021 the need for such funding, apart from working capital, has been and will be
substantially reduced, due to the COVID pandemic. The funding that has been
required, has been funded from predominantly from cost reductions, debt and
strategic asset sales. As noted in the preceding table, we had $6.1 million
unused, unrestricted capacity of available corporate credit facilities at
December 31, 2020.

The change in cash and cash equivalents for the three years ended December 31,
2020 is as follows:

                                                                                    % Change
                                                                              2020 vs.   2019 vs.
(Dollars in thousands)                    2020         2019         2018        2019       2018
Net cash provided by (used in)
operating activities                   $ (30,201)   $   24,607   $   32,645   (>100) %    (25) %
Net cash provided by (used in)
investing activities                     (18,771)     (51,929)     (64,855)       64 %      20 %
Net cash provided by (used in)
financing activities                       59,330       26,008       33,210     >100 %    (22) %
Impact of exchange rate on cash             4,333          322      (1,541)     >100 %    >100 %
Net increase (decrease) in cash and
cash equivalents                       $   14,691   $    (992)   $    (541)     >100 %    (83) %


Operating Activities

2020 vs. 2019

Cash provided by operating activities for 2020 decreased by $54.8 million, to
cash used of $30.2 million, primarily driven by a $61.5 million decrease in cash
inflows from operating activities and a $6.4 million increase in cash inflows
due to a decline in net operating assets.

Investing Activities



2020: The $18.8 million of cash used in investing activities was mainly related
to $15.4 million spent on capital expenditures, primarily in the U.S., with
$10.1 million of that comprised mainly of the 44 Union Square redevelopment and
the Kahala refurbishment, $4.4 million in Australia comprised mainly of the
launch of Reading Cinemas at Jindalee, and $0.9 million in New Zealand comprised
mainly of the redevelopment of Courtenay Central and Manukau (which has now been
sold).

Financing Activities

2020: The cash provided by financing activities of $59.3 million was primarily related to net loan proceeds of $60.4 million offset by first quarter 2020 repurchase of stock of $0.7 million as part of the 2017 $25.0 million stock repurchase program.

CONTRACTUAL OBLIGATIONS, COMMITMENTS AND CONTINGENCIES



The following table provides information with respect to the future 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 December 31, 2020:

(Dollars in thousands)      2021       2022       2023        2024       2025      Thereafter      Total
Debt(1)                   $ 41,467   $ 24,309   $ 180,011   $    296   $    287   $      7,792   $ 254,162
Operating leases,
including imputed
interest                    33,328     33,388      32,579     30,692     28,521        144,402     302,910
Finance leases,
including imputed
interest                        54         43          28          -          -              -         125
Subordinated debt(1)           840        711         747        585          -        27,913       30,796
Pension liability             684        684         684        684        684           1,312       4,732
Village East purchase
option(2)                        -          -       5,900          -          -              -      5,900
Estimated interest on
debt(3)                     10,161      7,579       5,386      1,552      1,500          2,147      28,323
Total                     $ 86,534   $ 66,713   $ 225,335   $ 33,809   $ 30,992   $    183,566   $ 626,949

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

(2)Represents the lease liability of the option associated with the ground lease purchase of the Village East Cinema.

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

Please refer to Note 13 - Commitments and Contingencies to the Consolidated Financial Statements included herein in Part II, Item 8 (Financial Statements and Supplementary Data) on this report for more information.

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.

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Where we are the plaintiffs, we expense all legal fees on an ongoing 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. 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.

Please refer to Item 3 - Legal Proceedings for more information. There have been no material changes to our litigation, except as set forth in Note 13 - Commitments and Contingencies in the accompanying consolidated financial statements.

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.

FINANCIAL RISK MANAGEMENT

Currency and Interest Rate Risk



Our Company's objective in managing exposure to foreign currency and interest
rate fluctuations is to reduce volatility of earnings and cash flows in order to
allow management to focus on core business issues and challenges.

Historically, we have managed our currency exposure by creating, whenever
possible, natural hedges in Australia and New Zealand. This involves local
country sourcing of goods and services, as well as borrowing in local currencies
to match revenues and expenses. 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.

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.

Inflation

We continually monitor inflation and the effects of changing prices. Inflation
increases the cost of goods and services used. Competitive conditions in many of
our markets restrict our ability to recover fully the higher costs of acquired
goods and services through price increases. We attempt to mitigate the impact of
inflation by implementing continuous process improvement solutions to enhance
productivity and efficiency and, as a result, lower costs and operating
expenses. The effects of inflation have not had a material impact on our
operations and the resulting financial position or liquidity.

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CRITICAL ACCOUNTING ESTIMATES



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:

Impairment of Long-Lived Assets, Including Goodwill and Intangible Assets



We review long-lived assets, including goodwill and intangibles, for impairment
as part of our annual budgeting process, at the beginning of the fourth quarter,
and whenever events or changes in circumstances indicate that the carrying
amount of the asset may not be fully recoverable.

(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.

$217,000 of impairment losses were recorded for long-lived and finite-lived intangible assets for the year ended December 31, 2020, based on historical information and projected cash flow. No impairment losses were recorded for the years ended December 31, 2019 or December 31, 2018.



(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 years ended December 31, 2020, 2019, or 2018.

Business Combination



In recent years, our business acquisition efforts have been focused on our real
estate segment, however in 2019 we acquired two cinema businesses in Tasmania,
Australia. For acquisitions meeting the definition of a "business" in accordance
with ASC 805, Business Combinations, the assets acquired and the liabilities
assumed are recorded at their fair values as of the acquisition date. To
accomplish this, we typically obtain third party valuations to allocate the
purchase price to the assets acquired and liabilities assumed, including both
tangible and intangible components. The determination of the fair values of the
acquisition components and its related determination of the estimated lives of
depreciable tangible assets and amortizing intangible assets/liabilities require
significant judgment and several considerations, as described in more detail
under the heading "Business Acquisition Valuation and Purchase Price Allocation"
in Note 2 - Summary of Significant Accounting Policies to the Consolidated
Financial Statements.

Recognition of Gift Card Breakage Income



Generally, our revenue recognition is not assessed as an area requiring
significant judgment or estimation. Revenues from ticket and food and beverage
sales are recognized when the service is provided - that is when the show has
commenced, or the food has been provided. Transaction fees from online sales are
recorded at the time of the online transaction. In regard to our real estate
business, we execute lease contracts for existing tenancies, but revenue is
recognized on a straight-line basis over the lease term.

On January 1, 2018, we adopted the new accounting standard ASC 606 Revenue from
Contracts with Customers using the modified retrospective method. This adoption
is described in detail in the section Note 2 - Summary of Significant Accounting
Policies - Accounting Changes, along with our policies for accounting for gift
card breakage income.

Tax Valuation Allowance and Deferred Taxes



We record our estimated future tax benefits and liabilities arising from the
temporary differences between the tax basis of assets and liabilities and
amounts reported in the accompanying consolidated balance sheets, as well as
operating loss carryforwards. In evaluating our ability to recover our deferred
tax assets in the jurisdiction from which they arise, we consider all available
positive and negative evidence, including scheduled reversals of deferred tax
liabilities, projected future taxable income, tax planning strategies, and
results of recent operations. In projecting future taxable income, we begin with
historical results and incorporate assumptions

                                     - 64 -

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about the amount of future federal, state, and foreign pretax operating income
adjusted for items that do not have tax consequences. The assumptions about
future taxable income require the use of significant judgment and are consistent
with the plans and estimates we are using to manage the underlying businesses.
In evaluating the objective evidence that historical results provide, we
consider three years of cumulative operating income (loss). As of December 31,
2020, we had recorded approximately $50.4 million of deferred tax assets (net of
$62.3 million deferred tax liabilities) related to the temporary differences
between the tax bases of assets and liabilities and amounts reported in the
accompanying consolidated balance sheets, as well as operating loss
carryforwards and tax credit carryforwards. These deferred tax assets were
offset by a valuation allowance of $47.1 million resulting in a net deferred tax
asset of $3.4 million. The recoverability of deferred tax assets is dependent
upon our ability to generate future taxable income.

Contingencies

For loss contingencies, we record any loss contingencies when there is a probable likelihood that the liability has been incurred and the amount of the loss can be reasonably estimated.

For other contingencies,



(i)for recoveries through an insurance claim, we record a recoverable asset (not
to exceed the amount of the total losses incurred) only when the collectability
of such claim is considered probable. To evaluate the probable collectability of
an insurance claim, we consider communications with our insurance company.

(ii)for gain contingencies resulting from legal settlements, we record those settlements in our consolidated statements of operations when cash or other forms of payments are received.

Legal contingencies



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. 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 (either in cash or other
forms of payments) are received by us. Please refer to Note 13 - Commitments and
Contingencies to the Consolidated Financial Statements included herein in Part
II, Item 8 (Financial Statements and Supplementary Data) on this report for more
information on legal matters.

For a summary of our significant accounting policies, including the critical
accounting estimates discussed above, see Note 2 to the Consolidated Financial
Statements included herein in Part II, Item 8 (Financial Statements and
Supplementary Data) on this report.

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