XML 65 R28.htm IDEA: XBRL DOCUMENT v3.25.1
Related Parties
12 Months Ended
Dec. 31, 2024
Related Parties [Abstract]  
Related Parties NOTE 21 – RELATED PARTIES

The following table identifies our related parties as of December 31, 2024, in accordance with ASC 850, Related Party Transactions:

Categories

Related Parties

Discussion Notes

  Principal Owners and immediate families

  Cotter Family’s Estate and Living Trust (controlling family)

  Mark Cuban (above 10% voting ownership)

  Key Executive Officers and immediate families

  Ellen M. Cotter

  Margaret Cotter

  Gilbert Avanes

  Andrzej J. Matyczynski

  S Craig Tompkins

  Robert F. Smerling

  Mark Douglas

President and Chief Executive Officer

EVP Real Estate Development and Management (NY)

EVP Chief Financial Officer and Treasurer

EVP Global Operations

EVP General Counsel

President – U.S. Cinemas

Managing Director, Australia and New Zealand

  Investments in Joint Ventures accounted for under equity method

  Rialto Cinemas

  Mt. Gravatt

Refer to Note 9 – Investment in Joint Ventures

  Other Affiliates

  Entities under common control

  All subsidiaries of RDI

Refer to Exhibit 21 of this 2024 Form 10-K filing for the complete list of subsidiaries. Refer below for further discussions on certain key transactions with related parties, including those with minority interests.

Sutton Hill Capital

In 2001, we entered into a transaction with Sutton Hill Capital, LLC (“SHC”) regarding the master leasing, with an option to purchase, of certain cinemas located in Manhattan including our Village East and Cinemas 1,2,3 theaters.   SHC is a limited liability company beneficially owned and controlled in equal shares by the Cotter Estate and a third party.

 

As previously reported, over the years, two of the cinemas subject to the master leasing agreement have been redeveloped and one (the Cinemas 1,2,3 discussed below) has been acquired from SHC.  The Village East is the only cinema that remains subject to this master lease.

Village East

On August 28, 2019, we exercised our option to acquire the ground lessee’s interest in this property for $5.9 million. That option is currently scheduled to close on April 30, 2025.

In each of the years 2022 to 2024 we were charged rent of $590,000 for this cinema under the master lease. We paid $590,000 in 2022. We paid $148,000 in 2023 and deferred the balance. In 2024, we deferred $590,000 in current year rent.

Cinemas 1, 2, 3

The Cinemas 1, 2, 3 is currently owned by a limited liability company of which we are the managing member and 75% equity holder.  The remaining 25% is owned by SHC.   The cinema is managed by one of our subsidiaries. 

 

On August 31, 2016, we refinanced the debt of Cinemas 1,2,3, pursuant to a $20.0 million loan from Valley National Bank, which debt has been extended from time to time.  Refer to Note 13 – Borrowings for further details on this loan and its maturity.  Since the cash flow from the Cinemas 1,2,3 has not been sufficient to service this loan, the members of SHP (our Company and SHC) have from time to time made contributions to the capital of SHP in order to avoid dilution of their respective interests in SHP.    No capital contributions were called or made in 2022 or 2023. Our Company made a capital contribution of $271,000 in 2024.

 

The Valley National Loan has been guaranteed by our Company and an environmental indemnity has been provided by our Company.  SHC has agreed to indemnify our Company to the extent of 25% of any loss incurred by our Company with respect to any such guarantee and/or indemnity (a percentage reflecting SHC’s membership interest in SHP).  The refinancing transaction, including the guarantee and indemnity, were reviewed and approved by the Audit and Conflicts Committee of our Board of Directors.

 

In 2022, we extended a working capital loan to SHP, the balance of which was $5.1 million at December 31, 2024. Interest is charged at the rate we receive on our Bank of America facility. The loan was approved by the Audit and Conflicts Committee of our Board of Directors.

Live Theatre Play Investment

From time to time, our Officers and Directors may invest in plays that lease our live theatres. The play STOMP played in our Orpheum Theatre since prior to the time we acquired the theatre in 2001, until its final show on January 8, 2023. The Cotter Estate and a third party own an approximately 5% interest in that play, an interest that they have held since prior to our acquisition of the theatre.

Shadow View Land and Farming LLC

This company was and continues to be owned in equal shares by our Company and the Estate of James J. Cotter. However, its sole asset was sold and the sales proceeds distributed in 2021. The company has conducted no business since that date and is in the process of being wound up.