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v3.24.3

Borrowings | 9 Months Ended
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Sep. 30, 2024
Borrowings [Abstract] |
Borrowings | Note 12 – Borrowings Our Company’s borrowings at September 30, 2024 and December 31, 2023, net of deferred financing costs and including the impact of interest rate derivatives on effective interest rates, are summarized below:
|  | As of September 30, 2024
(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 |  | $ | 27,339 |  | 9.52% |  | 9.52%
Bank of America Credit Facility (US) |  | August 18, 2025 |  |  | 16,250 |  |  | 16,250 |  |  | 16,195 |  | 11.00% |  | 11.00%
Cinemas 1, 2, 3 Term Loan (US) (2) |  | October 1, 2024 |  |  | 20,775 |  |  | 20,775 |  |  | 20,775 |  | 8.75% |  | 8.75%
Minetta & Orpheum Theatres Loan (US) |  | June 1, 2025 |  |  | 7,742 |  |  | 7,742 |  |  | 7,710 |  | 7.00% |  | 7.00%
Union Square Financing (US) |  | May 6, 2025 |  |  | 55,000 |  |  | 47,141 |  |  | 46,980 |  | 12.54% |  | 12.54%
Denominated in foreign currency ("FC") (3) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
NAB Corporate Term Loan (AU) |  | July 31, 2026 |  |  | 69,340 |  |  | 69,340 |  |  | 69,195 |  | 6.10% |  | 6.10%
NAB Bridge Facility (AU) |  | March 31, 2025 |  |  | 13,868 |  |  | 13,868 |  |  | 13,851 |  | 6.12% |  | 6.12%
Westpac Bank Corporate (NZ) |  | January 1, 2025 |  |  | 11,988 |  |  | 11,988 |  |  | 11,988 |  | 7.95% |  | 7.95%
|  |  |  | $ | 222,876 |  | $ | 215,017 |  | $ | 214,033 |  |  |  |
(1)Net of deferred financing costs amounting to $1.0 million. (2)This financing facility was extended after September 30, 2024. (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, 2024.
|  | 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 foreign currency denominated borrowings were translated into U.S. dollars based on the applicable exchange rates as of December 31, 2023. (3)This financing facility was extended after December 31, 2023. 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 (Dollars in thousands) |  | 2024 |  | 2023
Debt - current portion |  | $ | 52,624 |  | $ | 34,484
Debt - long-term portion |  |  | 134,070 |  |  | 146,605
Subordinated debt - current portion |  |  | — |  |  | 586
Subordinated debt - long-term portion |  |  | 27,339 |  |  | 27,172
Total borrowings |  | $ | 214,033 |  | $ | 208,847
Bank of America Credit Facility Our Bank of America facility was amended on March 27, 2024, to 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. Interest is charged at 2.5% above the Bank of America Prime rate, which itself has a floor of 1.0%. Payment-in-kind interest at a rate of 0.5% commenced on January 1, 2024, and will continue until December 31, 2024, increasing to 1.5% on January 1, 2025, until the facility is repaid in full. This loan is subject to mandatory prepayment out of a portion of the net proceeds realized by us in the event that we determine to sell certain specified assets. In October 2024, we amended this facility to defer the monthly principal payments required in October, November and December, to the end of 2024. Minetta and Orpheum Theatres Loan On August 1, 2024, we extended the maturity of our $8.0 million loan with Santander Bank, which is secured by our Minetta and Orpheum Theaters. It had previously matured on June 1, 2024. The extended facility now matures on June 1, 2025, requires monthly principal and interest payments with a balloon payment of $7.7 million on maturity, and carries an interest rate of 7.0%. Cinemas 1,2,3 Term Loan Our Cinemas 1,2,3 Term Loan is held by Sutton Hill Properties LLC (“SHP”), a 75% owned subsidiary of RDI. In October 2024, we obtained two further six month extensions for this loan, the first of which we exercised. 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. 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. On April 23, 2024, we executed the first 12 month extension on this loan, taking the maturity to May 6, 2025. The loan has one remaining 12-month option to extend, and may be repaid at any time, without the payment of any premium. As this option is within our control, we will continue to keep the loan classified as long-term. 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 bore an interest rate of 5.0% per annum, payable in equal quarterly payments of principal plus accrued interest. The Purchase Money Promissory Note matured on September 18, 2024. U.S. Corporate Office Term Loan We repaid this $8.4 million loan in full in February 2024, with a portion of the proceeds from the sale of our Culver City office building. Debt denominated in foreign currencies Westpac Bank Corporate Credit Facility (NZ) 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 September 30, 2024. On August 13, 2024, we increased the limit on this facility by NZ$5.0 million to NZ$18.8 million. The maturity date remains January 1, 2025. Australian NAB Corporate Term Loan (AU) Prior to March 31, 2024, our Revolving Corporate Markets Loan Facility with National Australia Bank (“NAB”) matured on July 31, 2025. It consisted of (i) an AU$100.0 million Corporate Loan facility at 1.75% above BBSY, of which AU $60.0 million was revolving and AU$40.0 million was core and (ii) a Bank Guarantee Facility of AU$5.0 million at a rate of 1.9% per annum. On April 4, 2024, we amended this facility, which now matures on July 31, 2026. As part of the amendment, we obtained an additional AU$20.0 million bridge facility which matures on March 31, 2025 (or earlier, upon the sale of certain assets), and modified certain covenants. We are also required, from March 31, 2025, to make quarterly repayments of AU$1.5 million against the AU$100.0 million Corporate Loan facility, until maturity date, representing permanent reductions in that facility’s ceiling. The bank guarantee facility was reduced to AU$3.0 million. No other changes were made. Effective June 28, 2024, we entered into an Interest Rate Hedging Agreement with NAB on AU$50.0 million of the Corporate Loan Facility with the Termination date on July 31, 2026. The Interest Rate Collar transaction has a floor of 4.18% and a cap of 4.78%.

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