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Borrowings | 9 Months Ended
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Sep. 30, 2021
Borrowings [Abstract] |
Borrowings | ‎ Note 11 – Borrowings Our Company’s borrowings at September 30, 2021 and December 31, 2020, net of deferred financing costs and including the impact of interest rate derivatives on effective interest rates, are summarized below: As of September 30, 2021(Dollars in thousands) Maturity Date Contractual‎Facility Balance,‎Gross Balance,‎Net(1) Stated‎Interest Rate Effective‎Interest‎RateDenominated in USD Trust Preferred Securities (USA) April 30, 2027 $ 27,913 $ 27,913 $ 26,672 4.13% 4.13%Bank of America Credit Facility (USA) March 6, 2023 55,000 42,800 42,645 4.00% 4.00%Bank of America Line of Credit (USA) March 6, 2023 5,000 5,000 5,000 3.08% 3.08%Cinemas 1, 2, 3 Term Loan (USA) April 1, 2022 24,189 24,189 23,826 4.25% 4.25%Minetta & Orpheum Theatres Loan (USA)(2) November 1, 2023 8,000 8,000 7,936 2.14% 5.15%U.S. Corporate Office Term Loan (USA) January 1, 2027 9,000 9,000 8,920 4.64% / 4.44% 4.61%Purchase Money Promissory Note (USA) September 18, 2024 2,216 2,216 2,216 5.00% 5.00%Union Square Financing (USA) May 6, 2024 55,000 43,000 41,920 7.00% 7.00%Denominated in foreign currency ("FC") (3) NAB Corporate Term Loan (AU) December 31, 2023 74,087 74,087 73,944 1.81% 1.81%Westpac Bank Corporate (NZ) December 31, 2023 9,548 9,548 9,548 2.95% 2.95% $ 269,953 $ 245,753 $ 242,627 (1)Net of deferred financing costs amounting to $3.1 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 foreign currency denominated borrowings were translated into U.S. dollars based on the applicable exchange rates as of September 30, 2021. As of December 31, 2020(Dollars in thousands) Maturity Date Contractual‎Facility Balance,‎Gross Balance,Net(1) Stated‎Interest‎Rate EffectiveInterestRateDenominated 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 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 foreign currency denominated borrowings were translated into U.S. dollars based on the applicable exchange rates as of December 31, 2020. Our loan arrangements are presented, net of the deferred financing costs, on the face of our consolidated balance sheet as follows: September 30, December 31,Balance Sheet Caption 2021 2020Debt - current portion $ 2,586 $ 41,459Debt - long-term portion 212,667 213,779Subordinated debt - current portion 702 840Subordinated debt - long-term portion 26,672 26,505Total borrowings $ 242,627 $ 282,583 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. Bank of America Credit Facility On March 6, 2020, we amended our $55.0 million credit facility with Bank of America extending the maturity date 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. On November 8, 2021, and effective in Q4 of 2021, Bank of America replaced all of our covenants with a single liquidity test and converted the line of credit into a term loan with scheduled repayments, maturing on March 6, 2023. We also repaid $2.8 million of the facility on this date. Bank of America Line of Credit 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%. On November 8, 2021, we repaid in full and retired this line of credit. 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 Theatres, with a loan for a five year term of $8.0 million. Such modification was not considered to be substantial under U.S. GAAP. U.S. Corporate Office Term Loan On December 13, 2016, we obtained a ten year $8.4 million mortgage loan on our Culver City building 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 On March 13, 2020, Sutton Hill Properties LLC (“SHP”), a 75% subsidiary of RDI, refinanced its $20.0 million term loan with Valley National Bank 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. With the availability of these loan extensions, we continue to keep the loan long-term. Union Square Financing On December 29, 2016, we closed 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 facilities consisted of a first mortgage component of $50.0 million and a mezzanine component of $7.5 million. On August 8, 2019, we repaid the $7.5 million mezzanine loan. On January 24, 2020, we exercised the first of our two one year extension options on the first mortgage 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%. On March 26, 2021, we acquired this first mortgage loan through a subsidiary using internally generated funds. 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. The facility bears a variable interest rate of one month LIBOR plus 6.9% with a floor of 7.0% and includes provisions for a prepaid interest and property tax reserve fund. The loan contains a reserve for existing mechanic’s liens. The loan has two 12-month options to extend, but may be repaid at any time, subject to notice and a minimum interest payment equal to the positive difference between interest paid on the loan through the pre-payment date and one year’s interest. In effect, the loan may be repaid after May 7, 2022 without the payment of any premium. Purchase Money Promissory Note On September 18, 2019, we purchased for $5.5 million 407,000 shares of our Class A Common Stock in a privately negotiated transaction under our Share Repurchase Program. 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. Westpac Bank Corporate Credit Facility (NZ) 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. 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. On April 29, 2021, Westpac waived the requirement to test certain covenants as of March 31, 2021. On May 7, 2021, we repaid NZ$16.0 million of this debt, in a permanent reduction of this facility to NZ$16.0 million. On June 8, 2021, Westpac waived the requirement to test certain covenants as of June 30, 2021. On August 30, 2021, we repaid a further NZ$2.2 million of this debt, in a permanent reduction of this facility to NZ$13.8 million. On this same date, Westpac waived the requirement to test certain covenants as of September 30, 2021. Australian NAB Corporate Term Loan (AU) On March 15, 2019, we amended our Revolving Corporate Markets Loan Facility with National Australia Bank (“NAB”) converting it from a facility comprised of (i) an 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%-1.30% 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 applied until the quarter ended June 30, 2021. In addition, for the period in which these covenant modifications applied, the interest rate on amounts borrowed under the facility was 1.75%. Such a modification was not considered to be substantial under U.S. GAAP. On December 29, 2020, we modified the core portion of our Revolving Corporate Markets Loan Facility, increasing it to AU$43.0 million. The AU$3.0 million increase was provided to fund the completion of our recently opened cinema at Jindalee, Queensland, and is repayable in semi-annual installments of AU$500,000, the first installment being April 30, 2021, until fully repaid on 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. The Fixed Charge Cover Ratio testing periods were further modified through the quarter ended September 30, 2021. The Leverage Ratio was also modified through the quarter ended June 30, 2022. On June 9, 2021, incident to our sale of our Auburn ETC, we repaid AU$20.0 million of the revolving portion of this debt, in a permanent reduction of this facility. On November 2, 2021, NAB modified our Fixed Charge Cover Ratio and Leverage Ratio covenants, reducing the measurement requirements and in some instances removing the requirement to test.

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