Note 12 - Notes Payable

Notes payable are summarized as follows (dollars in thousands):



Name of Note Payable or Security	December 31, 2014	December 31, 2013	Maturity Date		December 31, 2014		December 31, 2013
Trust Preferred Securities	4.23%	4.24%	April 30, 2027	$	27,913	$	27,914
Australian NAB Corporate Term Loan	5.04%	5.09%	June 30, 2019		47,403		56,699
Australian NAB Corporate Revolver	5.04%	5.09%	June 30, 2019		8,173		--
Australian Shopping Center Loans	--	--	November 1, 2014		--		89
New Zealand Corporate Credit Facility	5.80%	4.80%	March 31, 2015		21,829		23,041
US Bank of America Credit Facility	2.67%	2.67%	December 1, 2019		29,750		31,500
US Bank of America Line of Credit	3.17%	3.17%	October 31, 2017		--		--
US Cinema 1, 2, 3 Term Loan	3.69%	5.21%	July 1, 2016		15,000		15,000
US Minetta & Orpheum Theatres Loan	2.94%	2.91%	June 1, 2018		7,500		7,500
US Union Square Theatre Term Loan	5.92%	5.92%	May 1, 2015		6,468		6,717
Total				$	164,036	$	168,460

Trust Preferred Securities

On February 5, 2007, we issued $51.5 million in 20-year fully subordinated notes to a trust that we control, 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 sheet. 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. Effective October 28, 2013, we entered into a fixed interest rate swap of $27.9 million at 1.20% plus the 4.00% margin, expiring on October 31, 2017, see Note 13 – Derivative Instruments. 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.

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 years ended December 31, 2014, 2013, and 2012, we paid $1.4 million, $1.2 million, and $1.9 million, respectively, in preferred dividends to the unrelated investors that are included in interest expense. At December 31, 2014 and 2013, we had preferred dividends payable of $194,000 and $191,000, respectively. Interest payments for this loan are required every three months.

Australia

Australian NAB Corporate Term Loan and Revolver

On June 27, 2014, we refinanced our existing three-tiered credit facility with NAB. It is comprised of (1) the Bank Bill Discount Facility with a facility limit of AUS$61.3 million, an interest rate of 2.35% above the BBSY, and amortization at AUS$2.0 million per year; (2) the Bill Discount Facility – Revolving with a facility limit of AUS$10.0 million and an interest rate of 1.50% above the BBSY on any undrawn portion. As of December 31, 2014, the revolver has been fully drawn; and (3) the Bank Guarantee Facility with a facility limit of AUS$5.0 million. All three have an expiry date of June 30, 2019. The modification of this particular term loan was not considered to be substantial as defined by ASC 740.

Australian Shopping Center Loans

In July 2004, as part of the acquisition of the Anderson Cinema Circuit, we assumed the three loans on the Epping, Rhodes, and West Lakes properties. The total amount assumed on the transaction date was $1.5 million (AUS$2.1 million) and the loans carry no interest as long as we make timely principal payments of approximately $82,000 (AUS$100,000) per year. Early repayment is possible without penalty. The only recourse on default of these loans is the security on the properties. The last of the three loans (Rhodes) was paid in full in November of 2014.

New Zealand

New Zealand Corporate Credit Facility

On February 8, 2012, we received an approved amendment from Westpac renewing our existing $36.9 million (NZ$45.0 million) New Zealand credit facility with a 3-year credit facility with a due date of March 31, 2015.

The facility called for a decrease in the overall facility by $4.1 million (NZ$5.0 million) to $32.8 million (NZ$40.0 million), an increase in the facility margin of 0.55% to 2.00%, and the line of credit charge increase from 0.30% to 0.40%. The facility is secured by substantially all of our New Zealand assets, but has not been guaranteed by any entity other than several of our New Zealand subsidiaries. The facility includes various affirmative and negative financial covenants designed to protect the bank’s security regarding capital expenditures and the repatriation of funds out of New Zealand. Also included in the restrictive covenants of the facility is the restriction of transferring funds from subsidiary to parent.

As indicated above this credit facility matures on March 31, 2015. Accordingly the outstanding balance of this debt of $21.8 million (NZ$28.0 million) is classified as current on our December 31, 2014 balance sheet. While no assurances can be given that we will be successful, we are currently in the process of renewing this loan at similar or better terms to the existing credit facility and anticipate that the refinancing will be completed before the loan matures.

Bank of America Revolver

On November 28, 2014 our Bank of America revolver was refinanced from $35.0 million to $55.0 million with no loan amortization required during the term. As of December 31, 2014 we have drawn $29.8 million on the new revolver. The loan has a 5 year term maturing on December 1, 2019. Interest rate at LIBOR plus applicable margin rate (ranging from 3.0% to 2.5%) adjusted quarterly.

On March 25, 2013, Bank of America extended the borrowing limit on our BofA Revolver from $30.0 million to $35.0 million and we borrowed $5.0 million on this revolver. On April 1, 2013, we used $2.3 million of the revolver proceeds to partially repay our US Liberty Theaters Term Loan.

As part of the negotiations of the BofA Revolver, we entered into a master operating equipment lease financing agreement with Banc of America Leasing & Capital, LLC to finance the acquisition of up to $15.5 million in digital projection equipment for our U.S. cinema operations. See Note 17 – Lease Agreements.

Bank of America Line of Credit

On October 31, 2012, Bank of America renewed and increased our existing $3.0 million line of credit to $5.0 million. The LOC carries an interest rate equal to BBA LIBOR floating plus a 3.50% margin and an unused line fee of 0.03%. The agreement is in effect till October 31, 2017 and is potentially renewable at that date. The undrawn balance of this LOC is $5.0 million at December 31, 2014.

Cinemas 1, 2, 3 Term Loan

On June 26, 2014, our controlled subsidiary Sutton Hill Properties, LLC, entered into an agreement with Sovereign Bank, refinancing the current loan on the property and providing an additional $6.0 million for the acquisition of air rights to add additional density to any redevelopment of the property (“air rights”).We replaced an existing term loan of $15.0 million that was scheduled to mature on the following day. The new loan has a 2-year term, payable interest only, commencing June 27, 2014, all principal and unpaid interest due and payable on maturity. The loan is collateralized by our Cinemas 1,2,3 property (including any air rights that we may acquire). The loan has an interest rate of 3.50% over the 30-day LIBOR. The modification of this particular term loan was not considered to be substantial as defined by ASC 740.

Minetta and Orpheum Theatres Loan

On May 29, 2013, we refinanced our Liberty Theaters loan with a $7.5 million loan secured by our Minetta and Orpheum theatres, thus releasing the Royal George from the security and leaving it unencumbered. This new loan has a maturity date of June 1, 2018, and an interest rate of LIBOR plus a 2.75% margin with a LIBOR rate cap of 4.00% plus the 2.75% margin. See Note 13 – Derivative Instruments.

Union Square Theatre Term Loan

On April 30, 2010, we refinanced the loan secured by our Union Square property with another lender. The new loan for $7.5 million has a five-year term with a maturity date of May 1, 2015, with a fixed interest rate of 5.92% per annum and an amortization payment schedule of 20 years with a balloon payment of approximately $6.5 million at the end of the loan term.

As indicated above this credit facility matures on May 1, 2015. Accordingly the outstanding balance of this debt of $6.5 million is classified as current on our December 31, 2014 balance sheet. While no assurances can be given that we will be successful, we are currently in the process of renewing this loan at similar or better terms to the existing loan and anticipate that the refinancing will be completed at the latest by March 31, 2015.

Sutton Hill Capital Note-Related Party

On June 18, 2013, we repaid the SHC Note 2 for $9.0 million. As the debtor on this note was Sutton Hill Properties, LLC, in which we have a 75% interest, the note was, in effect, paid $6.75 million by us and $2.25 million by our co-investor.

Summary of Notes Payable

Our aggregate future principal loan payments are as follows (dollars in thousands):



Year Ending December 31,
2015	$	38,104
2016		16,635
2017		1,635
2018		9,135
2019		70,615
Thereafter		27,912
Total future principal loan payments	$	164,036

Since approximately $77.4 million of our total debt of $164.0 million at December 31, 2014 consisted of debt denominated in Australian and New Zealand dollars, the U.S dollar amounts of these repayments will fluctuate in accordance with the relative values of these currencies.