Borrowings

12 Months Ended

Dec. 31, 2022

Borrowings [Abstract]

Borrowings

NOTE 12 – BORROWINGS

The Company’s borrowings at December 31, 2022 and 2021, net of deferred financing costs and incorporating the impact of interest rate swaps on our effective interest rates, are summarized below:

	As of December 31, 2022
(Dollars in thousands)	Maturity Date	Contractual ‎Facility		Balance, ‎Gross		Balance, ‎Net(1)		Stated ‎Interest ‎Rate	Effective ‎Interest ‎Rate
Denominated in USD
Trust Preferred Securities (US)	April 30, 2027	$	27,913	$	27,913	$	26,950	8.41%	8.41%
Bank of America Credit Facility (US)(5)	March 1, 2024		26,750		26,750		26,663	10.00%	10.00%
Cinemas 1, 2, 3 Term Loan (US)(5)	April 1, 2023		22,455		22,455		22,208	6.63%	6.63%
Minetta & Orpheum Theatres Loan (US)(2)	November 1, 2023		8,000		8,000		7,974	7.12%	6.00%
U.S. Corporate Office Term Loan (US)	January 1, 2027		8,674		8,674		8,613	4.64% / 4.44%	4.64%
Union Square Financing (US)(3)	May 6, 2024		55,000		43,000		42,484	11.25%	7.40%
Purchase Money Promissory Note (US)	September 18, 2024		1,333		1,333		1,333	5.00%	5.00%
Denominated in foreign currency ("FC")(4)
NAB Corporate Term Loan (AU)	June 30, 2024		68,731		68,731		68,662	4.82%	4.82%
Westpac Bank Corporate (NZ)	January 1, 2024		8,777		8,777		8,777	6.95%	6.95%
Total		$	227,633	$	215,633	$	213,664

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

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

(3)The interest rate derivative associated with the Union Square loan provides for a maximum effective rate of 7.40%.

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

(5)These two pieces of debt were extended after December 31, 2022. See the relevant heading below for discussion regarding extensions.

	As of December 31, 2021
(Dollars in thousands)	Maturity Date	Contractual ‎Facility		Balance, ‎Gross		Balance, ‎Net(1)		Stated ‎Interest ‎Rate	Effective ‎Interest ‎Rate
Denominated in USD
Trust Preferred Securities (US)	April 30, 2027	$	27,913	$	27,913	$	26,728	4.13%	4.13%
Bank of America Credit Facility (US)	March 6, 2023		39,500		39,500		39,364	5.75%	5.75%
Cinemas 1, 2, 3 Term Loan (US)	April 1, 2022		24,039		24,039		23,680	4.25%	4.25%
Minetta & Orpheum Theatres Loan (US)(2)	November 1, 2023		8,000		8,000		7,944	2.14%	5.15%
U.S. Corporate Office Term Loan (US)	January 1, 2027		8,936		8,936		8,860	4.64% / 4.44%	4.64%
Union Square Financing (US)(3)	May 6, 2024		55,000		43,000		42,002	7.00%	7.00%
Purchase Money Promissory Note (US)	September 18, 2024		2,043		2,043		2,043	5.00%	5.00%
Denominated in foreign currency ("FC")(4)
NAB Corporate Term Loan (AU)	December 31, 2023		74,052		74,052		73,900	1.82%	1.82%
Westpac Bank Corporate (NZ)	January 1, 2024		9,465		9,465		9,465	3.45%	3.45%
Total		$	248,948	$	236,948	$	233,986

(1)Net of deferred financing costs amounting to $3.0 million.

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

(3)The interest rate derivative associated with the Union Square loan provides for a maximum effective rate of 7.40%.

(4)The contractual facilities and outstanding balances of the FC-denominated borrowings were translated into U.S. dollar based on exchange rates as of December 31, 2021.

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

(Dollars in thousands)	December 31,
Balance Sheet Caption	2022		2021
Debt - current portion	$	37,279	$	11,349
Debt - long-term portion		148,688		195,198
Subordinated debt - current portion		747		711
Subordinated debt - long-term portion		26,950		26,728
Total borrowings	$	213,664	$	233,986

Impact of COVID-19

To address the impact of COVID-19 on our business, we sought and obtained certain modifications to our loan agreements with the Bank of America, National Australia Bank, and Westpac. These loan modifications included changes to some of the covenant compliance terms and waivers of certain covenant testing periods. We are currently in compliance with our loan covenants as so modified. To date it has not been necessary for us to seek modifications or waivers with respect to our other loan agreements, as we continue to be in compliance with the terms of such loan agreements without the need for any such modifications or waivers.

Debt denominated in USD

Bank of America Credit Facility

As of December 3, 2021, our $55.0 million credit facility with Bank of America matured on March 6, 2023. The interest rate on borrowings under this facility is fixed at 3.0% above the “Eurodollar” rate, which itself has a floor of 1.0%.

On November 8, 2021, and effective in Q4 of 2021, Bank of America replaced all of our covenants with a single liquidity test and converted the line of credit into a term loan with scheduled repayments. On November 28, 2022, a further modification extended the term by a year to March 1, 2024 and amended the scheduled repayments. No changes were made to the interest rate. Neither modification was considered to be substantial under U.S. GAAP.

On March 30, 2023, we further modified this facility. The maturity date was extended to September 4, 2024. Regular scheduled repayments were modified to a new monthly repayment schedule, whereby commencing May 2023 we will make monthly payments of $725,000 with a balloon payment upon maturity. Payment in kind interest will accrue at a rate of 0.5% until maturity, but will be waived in the event of repayment of the entire debt prior to April 1, 2024.

Minetta and Orpheum Theatres Loan

On October 12, 2018, we refinanced our $7.5 million loan with Santander Bank, which is secured by our Minetta and Orpheum Theaters, with a loan for a five year term of $8.0 million. The modification was not considered to be substantial under U.S. GAAP.

Union Square Financing

On May 7, 2021, we closed on a new three year $55.0 million loan facility with Emerald Creek Capital secured by our 44 Union Square property and certain limited guarantees. The facility bears a variable interest rate of one month LIBOR plus 6.9% with a floor of 7.0 % and includes provisions for a prepaid interest and property tax reserve fund. The loan has two 12-month options to extend, and may be repaid at any time, without the payment of any premium.

U.S. Corporate Office Term Loan

On December 13, 2016, we obtained a ten year $8.4 million mortgage loan on our new Los Angeles property at a fixed annual interest rate of 4.64%. This loan provided for a second loan upon completion of certain improvements. On June 26, 2017, we obtained a further $1.5 million under this provision at a fixed annual interest rate of 4.44%.

Cinemas 1,2,3 Term Loan and Line of Credit

On March 13, 2020, Sutton Hill Properties LLC (“SHP”), a 75% subsidiary of RDI, refinanced its $20.0 million term loan with Valley National Bank with a new term loan of $25.0 million, an interest rate of 4.25%, and maturity date of April 1, 2022, with two six month options to extend. We executed the first extension option on March 3, 2022, and the second extension option on September 1, 2022, taking the maturity to April 1, 2023. The interest rate for this final extension period is 6.625% as provided for in the terms of the original agreement. We have no remaining extension options. On March 15, 2023, the loan was extended by 90 days, to July 3, 2023, on the same terms.

The related party aspect of this loan is discussed at Note 20 – Related Parties.

Purchase Money Promissory Note

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

Trust Preferred Securities (“TPS”)

On February 5, 2007, we issued $51.5 million in 20-year fully subordinated notes to a trust over which we have significant influence, which in turn issued $51.5 million in securities. Of the $51.5 million, $50.0 million in TPS were issued to unrelated investors in a private placement and $1.5 million of common trust securities were issued by the trust to Reading called “Investment in Reading International Trust I” on our balance sheets. Effective May 1, 2012, the interest rate on our Trust Preferred Securities changed from a fixed rate of 9.22%, which was in effect for five years, to a variable rate of three month LIBOR plus 4.00%, which will reset each quarter through the end of the loan unless we exercise our right to re-fix the rate at the current market rate at that time. There are no principal payments due until maturity in 2027 when the notes and the trust securities are scheduled to be paid in full. We may pay off the debt after the first five years at 100% of the principal amount without any penalty. The trust is essentially a pass through, and the transaction is accounted for on our books as the issuance of fully subordinated notes. The credit facility includes a number of affirmative and negative covenants designed to monitor our ability to service the debt. The most restrictive covenant of the facility requires that we must maintain a fixed charge coverage ratio at a certain level. However, on December 31, 2008, we secured a waiver of all financial covenants with respect to our TPS for a period of nine years (through December 31, 2017), in consideration of the payment of $1.6 million, consisting of an initial payment of $1.1 million, a payment of $270,000 made in December 2011, and a payment of $270,000 in December 2014. The covenant waiver expired January 1, 2018, after which a further covenant waiver was secured on October 11, 2018 for the remaining term of the loan, in consideration of payments totaling $1.6 million, consisting of an initial payment of $1.1 million paid on October 31, 2018, and a further payment made of $270,000 in October 2021 and $225,000 payable in October 2025.

During the first quarter of 2009, we took advantage of the then current market illiquidity for securities such as our TPS to repurchase $22.9 million in face value of those securities through an exchange of $11.5 million worth of marketable securities purchased during the period for the express purpose of executing this exchange transaction with the third-party holder of these TPS. During the twelve months ended 2009, we amortized $106,000 of discount to interest income associated with the holding of these securities prior to their extinguishment. On April 30, 2009, we extinguished $22.9 million of these TPS, which resulted in a gain on retirement of subordinated debt (TPS) of $10.7 million net of loss on the associated write-off of deferred loan costs of $749,000 and a reduction in our Investment in Reading International Trust I from $1.5 million to $838,000.

During the three years ended December 31, 2022, we paid $1.4 million in 2020, $1.1 million in 2021 and $1.4 million in 2022 in preferred dividends to unrelated investors that are included in interest expense. At December 31, 2022 and 2021, we had preferred dividends payable of $387,000 and $193,000, respectively. Interest payments for this loan are required every three months.

Debt denominated in foreign currencies

Australian NAB Corporate Loan Facility

Our Revolving Corporate Markets Loan Facility with National Australia Bank (“NAB”) matures on December 31, 2023. It currently consists of (i) a AU$100.0 million Corporate Loan facility at 1.75% above BBSY with a due date of December 31, 2023, of which AU$60.0 million is revolving and AU$40.0 million is core, (ii) a Bank Guarantee Facility of AU$5.0 million at a rate of 1.85% per annum and (iii) a further AU$3.0 million of core debt added in December 2020, relating to the funding of our cinema at Jindalee, Queensland, which is repayable in semi-annual installments of AU$500,000, the first installment being April 30, 2021, until fully repaid on October 31, 2023.

On November 2, 2021, NAB modified our Fixed Charge Cover Ratio and Leverage Ratio covenants, reducing the measurement requirements and in some instances removing the requirement to test. On December 15, 2022, we extended the term of this facility to June 30, 2024.

New Zealand Westpac Bank Corporate Credit Facility

Our Westpac Corporate Credit Facility for NZ$13.8 million matures on January 1, 2024. The facility currently carries an interest rate and line of credit charge of 2.40% above the Bank Bill Bid Rate and 1.65% respectively.

Westpac has waived the requirement to test certain covenants for each quarter since the third quarter of 2020, including the fourth quarter of 2022. Our third quarter waiver also removes the requirement to test certain covenants up to and including the first quarter of 2023, with testing resuming for the second quarter of 2023. Certain covenant ratios were also adjusted.

Aggregate amount of future principal debt payments

As of December 31, 2022, our aggregate amount of future principal debt payments is estimated as follows:

(Dollars in thousands)	Future ‎Principal ‎Debt Payments
2023	$	38,707
2024		140,899
2025		300
2026		314
2027		35,413
Thereafter		--
Total future principal debt payments	$	215,633

The estimated amount of future principal payments in U.S. dollars is subject to change because the payments in U.S. dollars on the debt denominated in foreign currencies, which represent a significant portion of our total outstanding debt balance, will fluctuate based on the applicable foreign currency exchange rates.