Related Parties

12 Months Ended

Dec. 31, 2025

Related Parties [Abstract]

Related Parties

NOTE 21 – RELATED PARTIES

The following table identifies our related parties as of December 31, 2025, 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   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 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 Unconsolidated Joint Ventures
  Other Affiliates	  Entities under common control   All subsidiaries of RDI	Refer to Exhibit 21 of this 2025 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.

Acquisition of Sutton Hill Associates

In 2025, we determined to wind up our long standing master lease agreement with Sutton Hill Capital, LLC (“SHC”) so as to give us (i) complete ownership of our Cinemas, 1,2,3 property and (ii) legal, as opposed to only beneficial, title to the ground lessee’s interest in the land and real property improvements constituting our Village East Property and to refinance certain short term debt with long term debt. Since the inception of the master lease, SHC has been owned by Sutton Hill Associates, a California general partnership, owned in equal parts by a third party and, initially, by James J. Cotter and now by the Cotter Estate (the “SHA General Partners”). On September 30, 2025, we entered into a purchase and sale agreement with SHA and the SHA General Parters to acquire all of the general partnership interests in SHA for $1.00 cash and the guaranty of certain long term third party indebtedness fair valued at $7.6 million. That transaction closed on December 19, 2025. Through our acquisition of SHA, we acquired SHC, and (a) SHC’s 25% interest in Sutton Hill Properties, LLC (“SHP”), the owner of the land and improvements constituting our Cinemas 1,2,3, property and (b) SHC’s ground lessee interest in the land and improvements constituting our Village East Theatre property (the “Village East Ground Lessee Interest”). At the time of the acquisition, we already owned the other 75% interest in SHP and the sub ground lease and personal property elements of our Village East Theatre property and had exercised, but not closed on, our option to acquire for $5.9 million the Village East Ground Lessee Interest. The $5.9 million option purchase price was at that time carried as a short term liability.

We accounted for the transaction as an asset acquisition under ASC 805-50. The identifiable assets acquired and liabilities assumed were recognized based on their fair values. The Company also concluded that SHA is a variable interest entity due to insufficient equity at risk and its reliance on financial support from the Company and the holder of the Nationwide note. Since the Company was, as of the acquisition date, the primary beneficiary of the consolidated subsidiary we therefore consolidated SHA into its financial statements in accordance with ASC 810-10 as of December 19, 2025 and removed the previously existing non-controlling interest. No goodwill was recognized, in accordance with ASC 805.

The assets and liabilities acquired through the SHA acquisition were:

$13.6 million of long term promissory notes (the “Nationwide notes”). These promissory notes mature on September 30, 2035, and require only quarterly interest payments in arrears at 4.75% per annum. Under ASC 810 we recorded these notes at fair value computed by an independent valuer. The valuation provides for a 12.66% interest rate, leading to a fair value of $7.6 million. The valuation takes into consideration the low 4.75% per annum interest rate, and the 10 year maturity profile.

Ground lessee’s interest in the Village East land and improvements. On August 28, 2019 we exercised our option to acquire for $5.9 million the ground lessee’s interest in the Village East Ground Lessee Interest. This cinema is the one remaining cinema that is subject to the master lease entered into with SHC in 2001. As part of the SHA acquisition, the $5.9 million option liability now becomes payable to a member of the Company’s consolidated group, and so eliminates on consolidation, along with the $1.2 million of deferred rent payable under the sub-ground lease.

Acquisition of 25% interest in SHP. Following the SHA acquisition, we own 100% of SHP and, therefore, the interest in the Cinemas 1,2,3 cinema and the Valley National mortgage secured over the property (See Note 13 – Borrowings). We accounted for the change in ownership interest as the difference between the book value of the non-controlling interest in SHP at the time of the acquisition, and the fair value of the acquired 25% interest in SHP.

The transaction was non-cash, as liabilities were assumed in exchange for the relief of other liabilities. As a result of the acquisition we realized a gain of $2.7 million, calculated as:

(Dollars in thousands)
Fair value of Nationwide notes	$	(7,570)
Fair value of non-controlling interest acquired		4,026
Consolidation of option liability owing to SHC		5,900
Consolidation of rent owing to SHC		1,180
Book value of minority interest at acquisition		(896)
Other immaterial assets acquired		51
Gain (loss) on noncontrolling interest acquisition	$	2,691

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.