Borrowings

6 Months Ended

Jun. 30, 2024

Borrowings [Abstract]

Borrowings

Note 12 – Borrowings

Our Company’s borrowings at June 30, 2024 and December 31, 2023, net of deferred financing costs and including the impact of interest rate derivatives on effective interest rates, are summarized below:

	As of June 30, 2024
(Dollars in thousands)	Maturity Date	Contractual ‎Facility		Balance, ‎Gross		Balance, ‎Net(1)		Stated ‎Interest Rate	Effective ‎Interest ‎Rate
Denominated in USD
Trust Preferred Securities (US)	April 30, 2027	$	27,913	$	27,913	$	27,283	9.59%	9.59%
Bank of America Credit Facility (US)	August 18, 2025		17,750		17,750		17,680	11.50%	11.50%
Cinemas 1, 2, 3 Term Loan (US)	October 1, 2024		20,855		20,855		20,770	8.83%	8.83%
Minetta & Orpheum Theatres Loan (US)	June 1, 2024		8,000		8,000		7,984	7.00%	7.00%
Union Square Financing (US)	May 6, 2025		55,000		47,141		46,938	12.54%	12.54%
Purchase Money Promissory Note (US)	September 18, 2024		198		198		198	5.00%	5.00%
Denominated in foreign currency ("FC") (2)
NAB Corporate Term Loan (AU)	July 31, 2026		66,770		66,770		66,610	6.09%	6.09%
NAB Bridge Facility (AU)	March 31, 2025		13,354		13,354		13,329	6.12%	6.12%
Westpac Bank Corporate (NZ)	January 1, 2025		8,437		8,437		8,437	8.20%	8.20%
		$	218,277	$	210,418	$	209,229

(1)Net of deferred financing costs amounting to $1.2 million.

(2)The contractual facilities and outstanding balances of the foreign currency denominated borrowings were translated into U.S. dollars based on the applicable exchange rates as of June 30, 2024.

	As of December 31, 2023
(Dollars in thousands)	Maturity Date	Contractual ‎Facility		Balance, ‎Gross		Balance, ‎Net(1)		Stated ‎Interest ‎Rate	Effective ‎Interest ‎Rate
Denominated in USD
Trust Preferred Securities (US)	April 30, 2027	$	27,913	$	27,913	$	27,172	9.65%	9.65%
Bank of America Credit Facility (US)(3)	September 4, 2024		20,200		20,200		20,080	11.00%	11.00%
Cinemas 1, 2, 3 Term Loan (US)	October 1, 2024		21,008		21,008		20,780	8.84%	8.84%
Minetta & Orpheum Theatres Loan (US)	June 1, 2024		8,000		8,000		8,000	8.34%	8.34%
U.S. Corporate Office Term Loan (US)	January 1, 2027		8,401		8,401		8,356	4.64% / 4.44%	4.64% / 4.44%
Union Square Financing (US)	May 6, 2024		55,000		47,141		46,925	12.53%	12.53%
Purchase Money Promissory Note (US)	September 18, 2024		586		586		586	5.00%	5.00%
Denominated in foreign currency ("FC")(2)
NAB Corporate Term Loan (AU)	July 31, 2025		68,276		68,276		68,173	6.11%	6.11%
Westpac Bank Corporate (NZ)	January 1, 2025		8,775		8,775		8,775	8.20%	8.20%
Total		$	218,159	$	210,300	$	208,847

(1)Net of deferred financing costs amounting to $1.5 million.

(2)The contractual facilities and outstanding balances of the foreign currency denominated borrowings were translated into U.S. dollars based on the applicable exchange rates as of December 31, 2023.

(3)This financing facility was extended after December 31, 2023.

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

	June 30,		December 31,
Balance Sheet Caption (Dollars in thousands)	2024		2023
Debt - current portion	$	58,401	$	34,484
Debt - long-term portion		123,347		146,605
Subordinated debt - current portion		198		586
Subordinated debt - long-term portion		27,283		27,172
Total borrowings	$	209,229	$	208,847

Bank of America Credit Facility

Our Bank of America facility was amended on March 27, 2024, to among other terms and conditions, (i) extend the Maturity Date to August 18, 2025, (ii) require a $275,000 principal paydown, (iii) eliminate the minimum liquidity covenant, (iv) reduce the principal amortization amounts and provide a principal holiday period, and (v) require certain paydowns on the sale of certain real estate assets.

Interest is charged at 3.0% above the Bank of America Prime rate, which itself has a floor of 1.0%. Payment-in-kind interest at a rate of 0.5% commenced on January 1, 2024, and will continue until December 31, 2024, increasing to 1.5% on January 1, 2025, until the facility is repaid in full. This loan is subject to mandatory prepayment out of a portion of the net proceeds realized by us in the event that we determine to sell certain specified assets.

Minetta and Orpheum Theatres Loan

On November 1, 2023, our $8.0 million loan with Santander Bank, which is secured by our Minetta and Orpheum Theatres, matured. On January 26, 2024, we extended this loan for a further six months to June 1, 2024. We are in discussions with Santander to extend the maturity date of this loan.

Cinemas 1,2,3 Term Loan

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

Union Square Financing

On May 7, 2021, we closed on a new three year $55.0 million loan facility with Emerald Creek Capital secured by our 44 Union Square property and certain limited guarantees. Following the phase out of LIBOR, the facility bears a variable interest rate of TERM SOFR plus 6.9% and includes provisions for a prepaid interest and property tax reserve fund. On April 23, 2024, we executed the first 12 month extension on this loan, taking the maturity to May 6, 2025. The loan has one remaining 12-month option to extend, and may be repaid at any time, without the payment of any premium. As this option is within our control, we will continue to keep the loan classified as long-term.

Purchase Money Promissory Note

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

U.S. Corporate Office Term Loan

We repaid this $8.4 million loan in full in February 2024, with a portion of the proceeds from the sale of our Culver City office building.

Debt denominated in foreign currencies

Westpac Bank Corporate Credit Facility (NZ)

Our Westpac Corporate Credit Facility for NZ$13.8 million matures on January 1, 2025. 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 quarter ending June 30, 2024.

On August 13, 2024, we increased the limit on this facility by NZ$5.0 million to NZ$18.8 million. The maturity date remains January 1, 2025. See Note 20 Subsequent Events.

Australian NAB Corporate Term Loan (AU)

Prior to March 31, 2024, our Revolving Corporate Markets Loan Facility with National Australia Bank (“NAB”) matured on July 31, 2025. It consisted of (i) an AU$100.0 million Corporate Loan facility at 1.75% above BBSY, of which AU $60.0 million was revolving and AU$40.0 million was core and (ii) a Bank Guarantee Facility of AU$5.0 million at a rate of 1.9% per annum.

On April 4, 2024, we amended this facility, which now matures on July 31, 2026. As part of the amendment, we obtained an additional AU$20.0 million bridge facility which matures on March 31, 2025 (or earlier, upon the sale of certain assets), and modified certain covenants. We are also required, from March 31, 2025, to make quarterly repayments of AU$1.5 million against the AU$100.0 million Corporate Loan facility, until maturity date, representing permanent reductions in that facility’s ceiling. The bank guarantee facility was reduced to AU$3.0 million. No other changes were made.

Effective June 28, 2024, we entered into an Interest Rate Hedging Agreement with NAB on AU$50.0 million of the Corporate Loan Facility with the Termination date on July 31, 2026. The Interest Rate Collar transaction has a floor of 4.18% and a cap of 4.78%.