Borrowings | NOTE 12 – BORROWIN GS The Company’s borrowings at December 31, 2023 and 2022, 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, 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 FC-denominated borrowings were translated into U.S. dollars based on exchange rates as of December 31, 2023. (3) This piece of debt was extended after December 31, 2023. See the relevant heading below for discussion regarding this extension. 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. 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 2023 2022 Debt - current portion $ 34,484 $ 37,279 Debt - long-term portion 146,605 148,688 Subordinated debt - current portion 586 747 Subordinated debt - long-term portion 27,172 26,950 Total borrowings $ 208,847 $ 213,664 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 at December 31, 2023, our Bank of America facility matured on September 4, 2024 , following a Q1 2023 loan modification, which, among other things, extended the maturity date from March 1, 2024. The current facility requires monthly repayments of $ 725,000 commencing in May 2023, with a balloon payment upon maturity. Interest is charged at a fixed rate of 3.0 % above the Bank of America Prime rate, which itself has a floor of 1.0 %. Payment-in-kind interest of 0.5 % accrues from January 1, 2024, but will be waived in the event of repayment of the entire debt prior to April 1, 2024. On March 27, 2024, our Bank of America facility was amended to provide, 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. 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 have extended this loan for a further six months to June 1, 2024 , while a full refinancing is pursued. 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. The loan has two 12-month options to extend, and may be repaid at any time, without the payment of any premium. As these options are within our control, we continue to keep the loan classified as long-term. 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 %. On June 26, 2017, we obtained a further $ 1.5 million under this provision at a fixed annual interest rate of 4.44 %. In February 2024 this loan was fully discharged using a portion of the proceeds from the sale of our 5995 Sepulveda office building. Cinemas 1,2,3 Term Loan and Line of Credit 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. 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, 2023, we paid $ 1.1 million in 2021, $ 1.4 million in 2022 and $ 2.5 million in 2023 in preferred dividends to unrelated investors that are included in interest expense. At December 31, 2023 and 2022, we had preferred dividends payable of $ 443,000 and $ 387,000 , 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 July 31, 2025 . It currently consists of (i) a AU$ 100.0 million Corporate Loan facility at 1.75 % above BBSY, of which AU $ 60.0 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 1.9 % per annum. New Zealand Westpac Bank Corporate Credit Facility 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 December 31, 2023. Aggregate amount of future principal debt payments As of December 31, 2023, our aggregate amount of future principal debt payments is estimated as follows: (Dollars in thousands) Future Principal Debt Payments 2024 $ 82,471 2025 92,102 2026 314 2027 35,413 2028 -- Thereafter -- Total future principal debt payments $ 210,300 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. |