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Borrowings | 12 Months Ended
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Dec. 31, 2020
Borrowings [Abstract] |
Borrowings | NOTE 11 – BORROWINGS The Company’s borrowings at December 31, 2020 and 2019, 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, 2020
(Dollars in thousands) |  | Maturity Date |  | Contractual ‎Facility |  | Balance, ‎Gross |  | Balance, ‎Net(1) |  | Stated ‎Interest ‎Rate |  | Effective ‎Interest ‎Rate
Denominated in USD |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Trust Preferred Securities (USA) |  | April 30, 2027 |  | $ | 27,913 |  | $ | 27,913 |  | $ | 26,505 |  | 4.27% |  | 4.27%
Bank of America Credit Facility (USA) |  | March 6, 2023 |  |  | 55,000 |  |  | 51,200 |  |  | 50,990 |  | 4.00% |  | 4.00%
Bank of America Line of Credit (USA) |  | March 6, 2023 |  |  | 5,000 |  |  | 5,000 |  |  | 5,000 |  | 3.15% |  | 3.15%
Cinemas 1, 2, 3 Term Loan (USA) |  | April 1, 2022 |  |  | 24,625 |  |  | 24,625 |  |  | 24,248 |  | 4.25% |  | 4.25%
Minetta & Orpheum Theatres Loan (USA)(2) |  | November 1, 2023 |  |  | 8,000 |  |  | 8,000 |  |  | 7,914 |  | 2.20% |  | 5.15%
U.S. Corporate Office Term Loan (USA) |  | January 1, 2027 |  |  | 9,186 |  |  | 9,186 |  |  | 9,095 |  | 4.64% / 4.44% |  | 4.64%
Union Square Construction Financing (USA) |  | March 31, 2021 |  |  | 50,000 |  |  | 40,623 |  |  | 40,620 |  | 17.50% |  | 17.50%
Purchase Money Promissory Note |  | September 18, 2024 |  |  | 2,883 |  |  | 2,883 |  |  | 2,883 |  | 5.00% |  | 5.00%
Denominated in foreign currency ("FC")(3) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
NAB Corporate Term Loan (AU) |  | December 31, 2023 |  |  | 94,821 |  |  | 92,508 |  |  | 92,307 |  | 1.81% |  | 1.81%
Westpac Bank Corporate (NZ) |  | December 31, 2023 |  |  | 23,021 |  |  | 23,021 |  |  | 23,021 |  | 2.95% |  | 2.95%
Total |  |  |  | $ | 300,449 |  | $ | 284,959 |  | $ | 282,583 |  |  |  |
(1)Net of deferred financing costs amounting to $2.4 million. (2)The interest rate derivative associated with the Minetta & Orpheum loan provides for an effective fixed rate of 5.15%. (3)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, 2020.
|  | As of December 31, 2019
(Dollars in thousands) |  | Maturity Date |  | Contractual ‎Facility |  | Balance, ‎Gross |  | Balance, ‎Net(1) |  | Stated ‎Interest ‎Rate |  | Effective ‎Interest ‎Rate
Denominated in USD |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Trust Preferred Securities (USA) |  | April 30, 2027 |  | $ | 27,913 |  | $ | 27,913 |  | $ | 26,311 |  | 5.94% |  | 5.94%
Bank of America Credit Facility (USA) |  | March 6, 2023 |  |  | 55,000 |  |  | 33,500 |  |  | 33,445 |  | 4.80% |  | 4.80%
Bank of America Line of Credit (USA) |  | March 6, 2023 |  |  | 5,000 |  |  | — |  |  | — |  | 4.80% |  | 4.80%
Cinemas 1, 2, 3 Term Loan (USA) |  | April 1, 2022 |  |  | 18,658 |  |  | 18,658 |  |  | 18,532 |  | 3.25% |  | 3.25%
Minetta & Orpheum Theatres Loan (USA)(2) |  | November 1, 2023 |  |  | 8,000 |  |  | 8,000 |  |  | 7,887 |  | 3.74% |  | 5.15%
U.S. Corporate Office Term Loan (USA) |  | January 1, 2027 |  |  | 9,260 |  |  | 9,260 |  |  | 9,153 |  | 4.64% / 4.44% |  | 4.64%
Union Square Construction Financing (USA) |  | December 29, 2020 |  |  | 50,000 |  |  | 36,048 |  |  | 36,035 |  | 6.02% |  | 6.02%
Purchase Money Promissory Note (USA) |  | September 18, 2024 |  |  | 3,363 |  |  | 3,363 |  |  | 3,363 |  | 5.00% |  | 5.00%
Denominated in foreign currency ("FC") (3) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
NAB Corporate Term Loan (AU) |  | December 31, 2023 |  |  | 84,360 |  |  | 65,731 |  |  | 65,541 |  | 1.77% |  | 1.77%
Westpac Bank Corporate (NZ) |  | December 31, 2023 |  |  | 21,584 |  |  | 6,745 |  |  | 6,745 |  | 3.05% |  | 3.05%
Total |  |  |  | $ | 283,138 |  | $ | 209,218 |  | $ | 207,012 |  |  |  |
(1)Net of deferred financing costs amounting to $2.2 million. (2)The interest rate derivative associated with the Minetta & Orpheum loan provides for an effective fixed rate of 5.15%. (3)The contractual facilities and outstanding balances of the FC-denominated borrowings were translated into U.S. dollar based on exchange rates as of December 31, 2019. 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 |  | 2020 |  | 2019
Debt - current portion |  | $ | 41,459 |  | $ | 36,736
Debt - long-term portion |  |  | 213,779 |  |  | 140,602
Subordinated debt - current portion |  |  | 840 |  |  | 644
Subordinated debt - long-term portion |  |  | 26,505 |  |  | 29,030
Total borrowings |  | $ | 282,583 |  | $ | 207,012
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. As of December 31, 2020, 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 On March 3, 2016, we amended our $55.0 million credit facility with Bank of America to permit real property acquisition loans. This amendment reduces the applicable consolidated leverage ratio covenant by 0.25% and modifies the term of the facility based on the earlier of the eighteen months from the date of such borrowing or the maturity date of the credit agreement. Such modification was not considered substantial in accordance with U.S. GAAP. On March 5, 2019, this Credit Facility was extended for six (6) months to May 1, 2020. On August 8, 2019, this Credit Facility was extended by an additional four months to September 1, 2020. On March 6, 2020, we completed the refinancing of this $55.0 million facility, wherein the maturity date was extended to March 6, 2023. The refinanced facility carries an interest rate of 2.5% - 3.0%, depending on certain financial ratios plus a variable rate based on the loan defined “Eurodollar” interest rate. On August 7, 2020, we modified certain financial covenants within this credit facility and temporarily suspended the testing of certain other covenant tests through the measurement period ending September 30, 2021. The testing of the financial covenant resumes for the measurement period ending December 31, 2021. In addition to the covenant modifications, the interest rate on borrowings under this facility was fixed at 3.0% above the “Eurodollar” rate, which itself now has a floor of 1.0%. Such a modification was not considered to be substantial under U.S. GAAP. Bank of America Line of Credit In October 2016, the term of this $5.0 million line of credit was extended to October 31, 2019. Such modification was not considered to be substantial under U.S. GAAP. On August 8, 2019, this Line of Credit was extended an additional ten months to September 1, 2020. On March 6, 2020, the term of our $5.0 million line of credit was extended to March 6, 2023. On August 7, 2020 we modified the interest rate on this line of credit, wherein the LIBOR portion of the rate now has a floor of 1.0%. Minetta and Orpheum Theatres Loan On October 12, 2018, we refinanced our $7.5 million loan with Santander Bank, which is secured by our Minetta and Orpheum Theaters, with a loan for a five year term of $8.0 million. Such modification was not considered to be substantial under U.S. GAAP. Banc of America Digital Projector Loan On February 5, 2018, we purchased our U.S. digital cinema projectors, which had previously been held on operating leases, using a $4.6 million loan from Banc of America. We made further U.S. digital cinema projector purchases, of projectors similarly held on other operating leases, in March and April 2018, increasing this loan to $4.9 million. This loan carried an interest rate of 5% and was paid in full on December 28, 2019. 44 Union Square Construction Financing On December 29, 2016, we closed our new construction finance facilities totaling $57.5 million to fund the non-equity portion of the anticipated construction costs of the redevelopment of our property at 44 Union Square in New York City. The combined facilities consist of $50.0 million in aggregate loans (comprised of three loan tranches) from BankOZK (formerly Bank of the Ozarks), and a $7.5 million mezzanine loan from Tammany Mezz Investor, LLC, an affiliate of Fisher Brothers. As of December 31, 2016, BankOZK advanced $8.0 million to repay the existing $8.0 million loan with East West Bank. On August 8, 2019, we repaid in full the $7.5 million mezzanine loan from Tammany Mezz Investor, LLC. On January 24, 2020, we exercised the first of our two one year extension options on the BankOZK loan, taking the maturity to December 29, 2020. On December 29, 2020, we further extended the maturity of this loan to March 31, 2021, at an interest rate of 17.5% and on March 26, 2021, we repaid this loan in full. 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 Corporate Headquarters at a fixed annual interest rate of 4.64%. This loan provided for a second loan upon completion of certain improvements. On June 26, 2017, we obtained a further $1.5 million under this provision at a fixed annual interest rate of 4.44%. Cinemas 1,2,3 Term Loan and Line of Credit On August 31, 2016, Sutton Hill Properties LLC (“SHP”), a 75% subsidiary of RDI, refinanced its $15.0 million Santander Bank term loan with a new lender, Valley National Bank. This new $20.0 million loan is collateralized by our Cinema 1,2,3 property and bears an interest rate of 3.25% per annum, with principal installments and accruing interest paid monthly. The loan had an option to extend the maturity date for a period of 12 months to March 1, 2021. On March 13, 2020, we refinanced this loan with a new term loan of $25.0 million, an interest rate of 4.25%, and maturity date of April 1, 2022 with two six month options to extend. 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 contractual obligation to pay $270,000 in October 2021 and $225,000 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, 2020, we paid $1.6 million in 2018, $1.8 million in 2019 and $1.4 million in 2020 in preferred dividends to unrelated investors that are included in interest expense. At December 31, 2020 and 2019, we had preferred dividends payable of $195,000 and $272,000, respectively. Interest payments for this loan are required every three months. Debt denominated in foreign currencies Australian NAB Corporate Loan Facility On March 15, 2019, we amended our Revolving Corporate Markets Loan Facility with National Australia Bank (“NAB”) from a facility comprised of (i) a AU$66.5 million loan facility with an interest rate of 0.95% above the Bank Bill Swap Bid Rate (“BBSY) and a maturity date of June 30, 2019 and (ii) a bank guarantee of AU$5.0 million at a rate of 1.90% per annum into a (i) AU$120.0 million Corporate Loan facility at rates of 0.85%-1.3% above BBSY depending on certain ratios with a due date of December 31, 2023, of which AU$80.0 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 1.85% per annum. Such modifications of this particular term loan were not considered to be substantial under U.S. GAAP. On August 6, 2020, we modified certain covenants within this Revolving Corporate Markets Loan Facility. These modifications apply until the quarter ended September 30, 2021. In addition, for the period in which these covenant modifications apply, the interest rate on amounts borrowed under the facility is 1.75%. Such a modification was not considered to be substantial under U.S. GAAP. On December 29, 2020, to fund the completion of our recently opened cinema in Jindalee, Queensland, we increased the core portion of our Revolving Corporate Markets Loan Facility by AU$3.0 million, and is repayable in installments by October 31, 2023. This amendment increases the Facility Limit to AU$123.0 million, which will be reduced back to AU $120.0 million as the Jindalee funding is repaid. We further modified certain covenants within this Revolving Corporate Markets Loan Facility with NAB. New Zealand Westpac Bank Corporate Credit Facility On December 20, 2018, we restructured our Westpac Corporate Credit Facilities. The maturity of the 1st tranche (general/non-construction credit line) was extended to December 31, 2023, with the available facility being reduced from NZ$35.0 million to NZ$32.0 million. The facility bears an interest rate of 1.75% above the Bank Bill Bid Rate on the drawn down balance and a 1.1% line of credit charge on the entire facility. The 2nd tranche (construction line) with a facility of NZ$18.0 million was removed. On June 29, 2020, Westpac pushed out the June 30, 2020 covenant testing date to July 31, 2020. On July 27, 2020, Westpac waived the requirement to test certain covenants as of July 31, 2020. This agreement also increased the interest rate and line of credit charge to 2.40% above the Bank Bill Bid Rate and 1.65% respectively. The maturity date was extended to January 1, 2024. Such modifications of this facility were not considered to be substantial under U.S. GAAP. At the request of Westpac, we have deposited $10.6 million (NZ$16.0 million) in a term deposit with Westpac, as we have no current operating need for such funds in New Zealand. On September 15, 2020, Westpac waived the requirement to test certain covenants as of September 30, 2020. On December 8, 2020, Westpac waived the requirement to test certain covenants as of December 31, 2020. Aggregate amount of future principal debt payments As of December 31, 2020, our aggregate amount of future principal debt payments is estimated as follows:
(Dollars in thousands) |  | Future ‎Principal ‎Debt Payments
2021 |  | $ | 42,307
2022 |  |  | 25,020
2023 |  |  | 180,759
2024 |  |  | 881
2025 |  |  | 287
Thereafter |  |  | 35,705
Total future principal debt payments |  | $ | 284,959
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.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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