This MD&A should be read in conjunction with the accompanying consolidated financial statements included in Part II, Item 8 (Financial Statements and Supplementary Data). The foregoing discussions and analyses contain certain forward-looking statements. Please refer to the "Cautionary Statement Regarding Forward-Looking Statements" included as a preface in Part I, Item 1A - Risk Factors of this 2020 Form 10-K.
INDEX Page Business Overview 50 Recent Developments 43 Results of Operations 50 Business Segment Results - 2020 vs. 2019 51 Non-Segment Results - 2020 vs. 201 9 58 Liquidity and Capital Resources 59 Contractual Obligations, Commitments and Contingencies 62 Financial Risk Management 63 Critical Accounting Estimates 63
IMPACT OF THE COVID-19 PANDEMIC
During 2020, our Company has had to adapt to the impact of COVID-19. In March of 2020, we temporarily closed all of the Company's cinemas inthe United States ,Australia, and New Zealand in accordance with the directions and recommendations of the relevant local, state and federal authorities. In theU.S. , we also temporarily closed our live theatres.
As of the date of this Report, our Company has reopened 86% of its cinema operations as follows:
i.InAustralia , 92% of our cinemas have reopened and we continue to execute on a number of new safety and cleaning protocols. As of today, depending on the Australian State, governmentally imposed physical distancing requirements have been removed or are restricted to 75% of available capacity. OnMarch 28, 2021 ,Queensland announced a 3-day snap lockdown, so two of our sites have been temporarily closed. ii.InNew Zealand , all of our cinemas have reopened, with the exception of our Reading Cinemas at Courtenay Central, which remains temporarily closed due to seismic concerns. Our reopened cinemas have no physical distancing requirements in place, and we continue to execute our new safety and cleaning protocols. iii.Inthe United States , 79% of our cinemas have reopened with an elevated set of cleaning protocols and new operating strategies, including physical distancing through reduced seat counts. We expect to announce opening dates for our other cinemas and live theatres in theU.S. once local government authorities remove restrictions and new and compelling movies become available. With respect to our ETCs, trading restrictions enforced by the local governments adversely impacted the trading ability of many of our third-party tenants to a significant degree. Most of our ETCs inAustralia remained open as our tenant portfolio includes tenants who operate "essential" businesses, even though many smaller tenants could not trade. InNew Zealand , the tenants operating at Courtenay Central were required to close onMarch 26, 2020 because of the government's lockdown but have since reopened.
BUSINESS OVERVIEW
We are an internationally diversified company principally focused on the
development, ownership, and operation of entertainment and real estate assets in
?Cinema exhibition, through our 61 cinemas.
?Real estate, including real estate development and the rental of retail, commercial, and live theatre assets.
We have consistently stated our belief that these two business segments complement one another, as we have used the comparatively consistent cash flows generated by our cinema operations to fund the front-end cash demands of our real estate development business. Now, we are relying upon income from our real estate assets, and the imbedded value in those assets, to support our Company through the COVID-19 crisis. As we continue to navigate the uncertainty and challenges posed by the global COVID-19 pandemic, we are - 39 - -------------------------------------------------------------------------------- steadfast in our belief that this two-pronged international business strategy has supported the strength and long-term viability of our Company. We believe that our strong real estate base sets us apart and provides us with flexibility and asset strength.
As of the date of this Report, we operate our worldwide cinema exhibition businesses under various brands:
?in the
?in
?in
Our Short-Term Business Strategy: Adapting to COVID-19
We believe our Company's diverse business structure has and will continue to provide financial security through the COVID-19 pandemic and other such economic downturns. Our priority is to adapt and expand our short-term business strategy to meet the needs of the current economic climate. The pandemic has disrupted the cinema exhibition business by way of local government mandated closures, occupancy restrictions, forced delays of major motion picture releases and simultaneous releases of film product to theatrical as well as streaming platforms. To mitigate this, in theU.S. , we launched a streaming platform called Angelika Anywhere in December of 2020, which is curated for film lovers of independent and foreign film, documentaries, and the more specialized movies from the major studios. We anticipate expanding this platform toAustralia and New Zealand in 2021. To further mitigate the impacts of the pandemic, in theU.S. , we began an Eats at Home program whereby customers pickup or have cinema food delivered. We expect these initiatives have and will provide additional streams of revenue through and after the COVID-19 pandemic. In order to emerge from the crisis in a stronger position, we believe that the potential sale of non-core real estate assets will provide the cash necessary to meet our short-term liquidity demands. InDecember 2020 , we classified the non-income producing land inCoachella, California and Manukau,New Zealand as held for sale as part of our strategy to monetize certain real estate assets to provide the cash necessary to support our Company through the COVID-19 pandemic. OnMarch 4, 2021 , we sold our Manukau land for NZ$77.2 million (US$56.1 million ). OnMarch 5, 2021 , we sold ourCoachella land for$11.0 million . As a 50% member inShadow View Land & Farming LLC , the Company received 50% of the sale proceeds.
Our Long-Term Business Strategy: Applying a Synergistic Approach
Post-COVID-19, we believe the cinema exhibition business to be one that will likely continue to generate consistent cash flows in the years ahead, even in a recessionary or inflationary environment. This is based on our belief that people will continue to spend a reasonable portion of their entertainment dollars on entertainment outside of the home and that, when compared to other forms of outside-the-home entertainment, movies continue to be a popular and competitively priced option. We believe that the advent of an array of streaming and mobile video services is more of a threat to the delivery of traditional in-home forms of entertainment (such as cable and satellite providers) than it is to the exhibition industry. We believe that historically, our industry has benefited as the amount of quality product available for exhibition has increased. During the pandemic, we faced a new issue wherein certain major distributors shortened or skipped the theatrical window and went straight to streaming, PVOD or VOD. Despite the current situation, the amount of product coming to consumers is in some ways overwhelming. We believe that this means that cinema exhibition is going to be an increasingly important way for content providers to establish an identity for their product that will carry over into the streaming and mobile video market and aid consumers in their programming choices. We believe that our cinemas will be critical to provide the "Grand Opening" needed for product providers attempting to compete in the streaming market. This being the case, we likewise believe that the entire cinema-going experience needs to be special to provide this "Grand Opening" feel. Acting on that belief, we have focused in recent periods on the upgrading of our cinemas to feature enhanced safety and cleanliness protocols, luxury lounge seating, state-of-the-art sound, large format screens, and enhanced food and beverage. We have invested in technology to make our reservation system more user friendly and to encourage customer loyalty. We believe the cinema exhibition business to be a well-established business with most markets either adequately screened or over-screened and we see growth in our cinema exhibition business coming principally from (i) the enhancement of our existing cinemas (for example, by the addition of luxury recliner seating and expanding our food and beverage program), (ii) the development, in select markets, of specialty cinemas and where applicable, new cinemas in underserved markets, and (iii) the opportunistic acquisition of already existing cinemas. We continue to focus on the development and redevelopment of our existing assets (particularly our real estate assets in (i)New York , (ii)Culver City, California (iii)Queensland andWestern Australia inAustralia , and (iv)Wellington, New Zealand . We see ourselves principally as a geographically diversified cinema exhibition and real estate company and intend to add to stockholder value by building the value of our portfolio of tangible assets, including both entertainment and other types of land and "brick and mortar" assets. We believe that this diversified strategy has shown its value during this COVID pandemic timeframe. We endeavor to maintain a reasonable asset allocation between our domestic and international assets and operations, and between our cash-generating cinema operations and our cash-consuming real estate investment and development activities. We believe that, by - 40 -
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blending the cash generating capabilities of a cinema operation with the investment and development opportunities of our real estate operations, our business strategy is unique among public companies.
Key Performance Indicators
A key performance indicator utilized by Management is food and beverage Spend Per Patron ("SPP").
One of our strategic priorities is upgrading the food and beverage menu at a number of our global cinemas. We use SPP as a measure of our performance as compared to the performance of our competitors, as well as a measure of the performance of our food and beverage operations. While ultimately, the profitability of our food and beverage operations depends on a variety of factors, including labor cost and cost of goods sold, we think that this calculation is important to show how well we are doing on a top line basis. Due to the COVID-19 pandemic and the temporary closure of all of our cinema and live theatre operations in theU.S. ,Australia, and New Zealand for a substantial portion of the year endedDecember 31, 2020 , and due to the lower attendances resulting from social distancing requirements, the lack of new and compelling film product, and the reticence of customers to participate in social gatherings with third parties, Management does not currently believe that a discussion of Reading's key performance indicators will serve as a useful metric for stockholders. Management intends to resume providing a discussion of our key performance indicators in future filings.
Industry Outlook
The COVID-19 pandemic has caused considerable economic turmoil and devastation all over the world, affecting our operations inthe United States ,Australia and New Zealand and has caused patrons to avoid our cinemas and retail centers and, inthe United States , our live theatres or other public places where large crowds would be in attendance. The COVID-19 pandemic has caused cinemas, retail businesses and other public assembly venues to close in certain parts of the world. In response, our Company elected, on a voluntary basis, to close some of our cinemas or portions of our cinemas, while others have closed due to local government authority restrictions. Our Company's revenues have in 2020, and will in 2021, be pushed into later quarters, significantly reducing our full year revenues, causing decisions to be made to vary operational levels at our cinemas, and accelerating decisions to consider and implement the sale of certain non-core real estate assets as a result of (i) delayed releases of certain major motion pictures and (ii) recent announcements from certain major exhibitors collaborating with certain major studios in agreements to shorten and/or eliminate the theatrical window. The spread of COVID-19 has adversely impacted the retail businesses of our third party tenants which, in turn, has resulted in the Company entering into a number of rent relief arrangements to ensure the long-term viability of such tenants. We have and will experience into 2021 significant impacts on our cinema exhibition and real estate businesses as several international and domestic jurisdictions continue, to varying degrees, to reinstate their lockdowns due to the volatility of COVID-19, while others have removed or loosened restrictions. These differing approaches, and the local and global affects that these may have, create an uncertainty that is expected to continue until the vaccines are administered to most of the population and the COVID-19 spread is considered materially contained. Cinema Exhibition The in-home and mobile segment of the entertainment industry has experienced significant leaps in recent years in both the quality and affordability of in-home entertainment systems and the accessibility to and quality of entertainment programming through alternative film distribution channels, such as network, cable, satellite, and internet distribution channels. The success of these alternative distribution channels puts additional pressure on film distributors to reduce and/or eliminate the length of time between theatrical and secondary release dates. These are issues common to both ourU.S. and international cinema operations. However, the sheer quantity of programing now being offered and the multiplicity of channels through which it is being offered has increased the importance of product branding. We believe that the in-theater movie experience will become increasingly important as a way to brand and promote programming to be distributed through these alternative channels. However, we further believe that to serve this function, the in-theater experience has to be truly special. Accordingly, over the past four years, we have invested heavily in upgrading our cinemas with luxury recliner seating, large format screens, state-of-the-art sound, and enhanced food and beverage services. Due to the COVID-19 pandemic, we have seen a tremendous rise in streaming services with greater quantity and quality of films offered. We have also seen certain major distributors skip the traditional theatrical window and go straight to streaming, PVOD or VOD. InDecember 2020 , we launched our own streaming service in theU.S. , Angelika Anywhere, which is curated for film lovers of independent and foreign film, documentaries, and the more specialized movies from the major studios. We anticipate expanding this streaming service toAustralia and New Zealand in 2021. - 41 - -------------------------------------------------------------------------------- Additionally, while MoviePass ultimately went bankrupt, the MoviePass experiment has led to the adoption of various discount and loyalty programs in our industry. To meet this, we too have adopted a variety of discount programs as the industry adjusts to new ways of engaging with guests.
Below is a summary discussion of the competitive aspects of our cinema exhibition markets:
?North America : As a result of the COVID-19 pandemic, we are currently facing strong competition inNorth America from alternative forms of film distribution as distributors shorten theatrical windows and/or go straight to streaming, PVOD or VOD. This is affecting major exhibitors and independent exhibitors such as ourselves. InJuly 2020 , AMC announced partnering with Universal to shorten the theatrical window with new movies going to PVOD within three weeks of their debut instead of the typical 75 to 90-day window. InNovember 2020 , Cinemark announced the same. Given the concentration of viewing, and the increasing amount of product being released, the impact of these shortened windows on our revenues is uncertain.
The continued growth in the demand of in-home and mobile entertainment alternatives has accelerated since the COVID-19 pandemic and is added pressure for cinema exhibitors.
?Australia and New Zealand : The cinema exhibition industry inAustralia and New Zealand is highly concentrated in that Event Cinemas, Village, and Hoyts (the "Major Exhibitors") control approximately 61% of the cinema box office inAustralia , while Event Cinemas and Hoyts control approximately 49% ofNew Zealand's cinema box office. The industry is also somewhat vertically integrated in that one of the Major Exhibitors, Roadshow Film Distributors (part of Village), also serves as a distributor of film inAustralia and New Zealand for Warner Bros. Films produced or distributed by the majority of the local international independent producers are also distributed by Roadshow. Typically, the Major Exhibitors own the newer multiplex and megaplex cinemas, while the independent exhibitors typically have older and smaller cinemas. In addition, the Major Exhibitors have built a number of new multiplexes as joint venture partners or under shared facility arrangements and have historically not engaged in head-to-head competition. Real Estate
A summary discussion of our view as to the competitive aspects of the markets where we own real estate properties is as follows:
?North America : We believe thatU.S. retail real estate owners will continue to reuse the space vacated by anchor retailers to offer a variety of entertainment options and ultimately enhance the customer experience. The COVID effect, while significant in 2020 and 2021, will not survive in the long-term as the human need for interaction will outweigh the reduced COVID post-vaccine, risks. Demand for office space may decline in the near term. as corporations adapt to employees' "work-life balance" and leverage technology to automate tasks. However, our office space offering inthe United States is limited. The available space in ourCulver City office building is now completely leased, and our44 Union Square office space is not generic in nature, given itsUnion Square location, its boutique size and brandability. ?Australia and New Zealand : Over the past few years, there has been a noted stabilization in real estate market activity resulting in some increases to commercial and retail property values inAustralia and to a lesser extent inNew Zealand . Both countries have relatively stable economies with varying degrees of economic growth that are mostly influenced by global trends. Also, we have noted that our Australian andNew Zealand developed properties have had consistent growth in rentals and values, despite the COVID effects. This is in part a product of the fact that our tenancies have focused on entertainment services (cinemas, food and beverage) and essentials (such as groceries and pharmacies), which has to some extent insulated us from internet competition. We remain optimistic that our Australian andNew Zealand holdings will continue to provide value and cash flows to our operations. - 42 -
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RECENT DEVELOPMENTS
Recent developments in our two business segments are discussed below:
Cinema Exhibition
Our cinema revenues consist primarily of admissions, food and beverage, advertising, gift card purchases, theater rentals, and online convenience fee revenue generated by the sale of our cinema tickets through our websites and mobile apps. Cinema operating expenses consist of the costs directly attributable to the operation of the cinemas, including film rent expense, operating costs, and occupancy costs. Cinema revenues and expenses fluctuate with the availability of quality first run films and the numbers of weeks such first run films stay in the market. For a breakdown of our current cinema assets that we own and/or manage, please see Part I, Item 1 - Our Business of this 2020 Form 10-K. While our capital projects in recent years have been focused on growing our real estate segment, we have also maintained our focus on improving and enhancing our cinema exhibition portfolio, as discussed below:
Cinema Additions and Enhancements
The latest additions and enhancements to our cinema portfolio over the past
three years ended
?Launched our first dine-in concept "Spotlight" inthe United States : OnMarch 30, 2018 , we finished the conversion of one wing (six auditoriums) at our Reading Cinemas inMurrieta, California (Cal Oaks ) to our dine-in concept brand, "Spotlight." ?Acquisition of a well-established Cinema in Devonport,Tasmania, Australia : OnJanuary 30, 2019 , we purchased the tenant's interest and other operating assets of a well-established four-screen cinema in Devonport,Tasmania, Australia , for$1.4 million (AU$1.95 million). We commenced trading from this new cinema site onJanuary 30, 2019 . ?Leased a Cinema space inLower Hutt , adjacent toWellington, New Zealand : To mitigate the ongoing temporary closure of Reading Cinemas at Courtenay Central, we opened a three-screen cinema that trades as The Hutt Pop Up by Reading Cinemas in lateJune 2019 . ?Acquisition of a Dynamic Arthouse Cinema inHobart ,Tasmania, Australia : OnDecember 4, 2019 , we acquired the leasehold interest and other operating assets of the iconic State Cinema for$6.2 million (AU$9.0 million). This leasehold interest features 10 screens, a roof top cinema and bar, a large café, and a bookstore. ?Opened a new state-of-the-art six-screen Cinema inMelbourne, Australia : OnDecember 5, 2019 , we opened a six-screen Reading Cinemas in the Burwood Brickworks shopping center offering a TITAN LUXE with DOLBY ATMOS immersive sound, enhanced food and beverage offerings, and full recliner seating in all auditoriums. ?Opened a new state-of-the-art six-screen Cinema inQueensland, Australia : OnDecember 22, 2020 , we opened a six-screen Reading Cinemas at Jindalee featuring a TITAN LUXE with DOLBY ATMOS immersive sound, luxury recliner seating in all auditoriums, and newly curated enhanced food and beverage offering.
?
?AU and NZ Renovations: During this period, we improved 14 theaters: InAustralia , Charlestown, Elizabeth,Auburn ,Chirnside Park , Dandenong,Harbour Town , Maitland, Rhodes, Waurn Ponds,West Lakes . And inNew Zealand , Courtenay Central, Napier, Rotorua, and The Palms. - 43 -
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Upgrades to our Film Exhibition Technology and Theater Amenities
Prior to COVID-19, we invested in both (i) the upgrading of our existing cinemas and (ii) the development of new cinemas to provide our customers with premium offerings, including state-of-the-art presentation (including sound, lounges, and bar service) and luxury recliner seating. As ofDecember 31, 2020 , all of the upgrades to our theater circuits' film exhibition technology and amenities over the years are as summarized in the following table: Location Screen ?Count ?Count Screen Format Digital (all cinemas in our theater circuit) 61 504 IMAX 1 1 TITAN XC and LUXE 25 30 Dine-in Service Gold Lounge (AU/NZ)(1) 9 24 Premium (AU/NZ)(2) 15 39 Spotlight (U.S.)(3) 1 6 Upgraded Food & Beverage menu (U.S.)(4) 16 n/a Premium Seating (features recliner seating) 27 167 Liquor Licenses in Use(5) 34 n/a (1)Gold Lounge : This is our "First Class Full Dine-in Service" in our Australian andNew Zealand cinemas, which includes an upgraded F&B menu (with alcoholic beverages), luxury recliner seating features (intimate 25-50 seat cinemas) and waiter service. (2)Premium Service: This is our "Business Class Dine-in Service" in our Australian andNew Zealand cinemas, which typically includes upgraded F&B menu (some with alcoholic beverages) and may include luxury recliner seating features (less intimate 80-seat cinemas), but no waiter service. (3)Spotlight Service: OnMarch 30, 2018 we opened "Spotlight," our first dine-in cinema concept in theU.S. at Reading Cinemas inMurrieta, California . Six of our 17 auditoriums at this theater feature waiter service before the movie begins with a full F&B menu, luxury recliner seating, and laser focus on customer service. (4)Upgraded Food & Beverage Menu: Features an elevated F&B menu including a menu of locally inspired and freshly prepared items that go beyond traditional concessions, which we have worked with former Food Network executives to create. The elevated menu also includes beer, wine and/or spirits at most of our locations. (5)Liquor Licenses: Licenses are applicable at each cinema location, rather than each theater auditorium. For accounting purposes, we capitalize the cost of successfully purchasing or applying for liquor licenses meeting certain thresholds as an intangible asset due to long-term economic benefits derived on future sales of alcoholic beverages. As ofDecember 31, 2020 , we have pending applications for additional liquor licenses for six theaters in theU.S.
Plans for 2021 and Our Cinema Pipeline
At the start of 2020, we continued with the renovation of ourConsolidated Theatres at theKahala Mall inHonolulu in theU.S. However, this renovation has been suspended due to the governmental restrictions imposed due to the COVID pandemic. We do not have a definitive schedule for recommencing this renovation.
By the end of 2022, we anticipate adding three new Reading Cinemas, totaling 19 screens, to our Australian cinema circuit pursuant to
Agreements to Lease: (i)Altona , VIC, (ii) Traralgon, VIC, and (iii)South City Square inBrisbane , QLD. We have an agreement with ourAltona landlord in theState of Victoria to extend that cinema fit-out handover date. Based on our agreement, the potential opening date of that new cinema will likely be delayed until mid-2021. With respect to our Traralgon cinema in theState of Victoria , the landlord has been delayed in turning over the space for cinema fit-out and discussions about the tenancy and scheduling are ongoing. We anticipate that the cinema in Traralgon will open in 2021. We expect hand-over from the landlord ofSouth City Square early in 2022, with an opening by mid-year. Our focus with respect to new cinemas includes state-of-the-art projection and sound, luxury recliner seating, enhanced F&B (typically including alcohol service), and typically at least one major TITAN-type presentation screen. Our focus is on providing best-in-class services and amenities that will differentiate us from in-home and mobile viewing options. We believe that a night at the movies should be a special and premium experience and, indeed, that it must be able to compete with the variety of options being offered to consumers through other platforms. During 2021, we will continue to focus on the enhancement of our proprietary online ticketing capabilities and social media interfaces. These are intended to enhance the convenience of our offerings and to promote guest affinity with the experiences and products that we are offering. We will also be focusing on post-COVID-19 technology improvements to facilitate improved social distancing and contactless experiences. Further, expanding our online capabilities, in the third quarter of 2020, we launched the online ordering of a limited F&B menu for our Angelika brand in theU.S. and will expand to other brands during the 2021. InDecember 2020 , we launched our very own streaming service, Angelika Anywhere, in theU.S. which is curated for film lovers of independent and foreign film, documentaries, and the more specialized movies from the major studios. We will be expanding toAustralia and New Zealand in 2021. - 44 -
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Cinema Closures
Temporary
As of the end of the first quarter of 2020, all of our cinemas inthe United States ,Australia, and New Zealand were temporarily closed in accordance with the directions and recommendations of the relevant local, state, and federal authorities relating to the COVID-19 pandemic. As the COVID-19 pandemic outbreak has been largely contained in most areas inAustralia and New Zealand , and the restrictions have been reduced by local government authorities, we have reopened in those jurisdictions. As of the date of this Report, we have reopened 92% of our Australian cinema circuit and all of ourNew Zealand circuit with the exception of our Reading Cinemas at Courtenay Central, which remains temporarily closed due to seismic concerns. In theU.S. , as of the date of this Report, we have reopened 79% of our theaters. We expect to announce reopening dates for our other cinemas in theU.S. once local government restrictions permit the opening of movie theaters and new film product is available. InJanuary 2019 , we temporarily closed our Courtenay Central cinema inWellington, New Zealand . This temporary closure is related to seismic concerns and is currently ongoing. While we continue to advance our planning for the center and have continued conversations with consultants, potential tenants, and city representatives, given the uncertainty surrounding the COVID-19 pandemic, we have no fixed time frame for the commencement of the redevelopment of this property. InDecember 2019 , we temporarily closed ourConsolidated Theatres at theKahala Mall inHonolulu for a top-to-bottom renovation, a closure that is currently ongoing. The renovation has not yet been completed and our construction has been effectively halted by the governmental restrictions imposed on us as a result of the COVID-19 pandemic. When reopened, the theatre will feature recliner seating throughout along with a state-of-the-art kitchen and an elevated F&B menu. Some of our cinemas have encountered new competition, and we believe that others will benefit from planned refurbishment and upgrading. The scope, extent, and timing of such refurbishment and upgrading will be necessarily impacted by our need to preserve capital and liquidity while we work through the various challenges posed by the ongoing COVID-19 pandemic.
Real Estate
As of
?
?two single-auditorium live theatres inManhattan (Minetta Lane and Orpheum) and a four-auditorium live theatre complex, including the accompanying ancillary retail and commercial tenant, inChicago (TheRoyal George );
?our worldwide headquarters' building in
?the ancillary retail and commercial tenants at some of our non-ETC cinema properties.
At the start of the spread of the COVID-19 pandemic, varied trading restrictions, some enforced by the government, affected many of our tenants at our ETC's inAustralia and New Zealand . Although there were varied trading restrictions, most of these properties remained open for business through the COVID-19 crisis. As of the date of this Report, the majority of our tenants are currently open for business at our Australian andNew Zealand properties with continued health and safety measures in place. Most of the rentable retail portions of our Courtenay Central location inNew Zealand continue to be closed sinceJanuary 2019 due to seismic concerns, however, two tenants remain open and are trading as of the date of this Report. In addition, as ofDecember 31, 2020 , we had various parcels of unimproved real estate held for sale in Manukau,New Zealand andCoachella, California , various unimproved real estate held development in connection with existing ETCs inAustralia and New Zealand , and properties (located principally inPennsylvania ) used in our legacy activities. - 45 -
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Our key real estate transactions over the past three years ended
Strategic Acquisitions ?Purchase of Land in Townsville,Australia - OnJune 13, 2018 , we acquired a 163,000 square foot parcel at our Cannon Park ETC, in connection with the restructuring of our relationship with the adjacent landowner. Prior to the restructuring, this parcel was commonly owned by us and the adjoining landowner. In the restructuring, the adjoining landowner conveyed to us their interest in the parcel for AU$1. In return, we granted the adjoining landowner certain access rights. ?Purchase of Property inAuburn ,Australia - OnJune 28, 2018 , we added 21,000 square feet of land, improved with a 17,000 square foot office building, to our Auburn Redyard ETC. The property was acquired at auction for$3.5 million (AU$4.5 million) and is bordered by our existing ETC on three sides. The property is leased to Telstra throughJuly 2022 . With this acquisition,Auburn Redyard now represents approximately 519,000 square feet of land, with approximately 2,000 feet of uninterrupted frontage toParramatta Road , a majorSydney arterial motorway. This asset was listed for sale inJanuary 2021 . ?Exercise of Option to Acquire Ground Lessee's interest in Ground Lease and Improvements Constituting the Village East Cinema - OnAugust 28, 2019 , we exercised our option to acquire the ground lessee's interest in the ground lease underlying and the real property assets constituting our Village East Cinema inManhattan . The purchase price under the option is$5.9 million . It was initially agreed that the transaction would close on or aboutMay 31, 2021 . OnMarch 29, 2021 , we extended this closing date toJanuary 1, 2023 . As the transaction is a related party transaction, it was reviewed and approved by our Board'sAudit and Conflicts Committee and supported by a third-party valuation, which showed substantial value in the option and, upon closing, will result in an annual rent savings of$590,000 . Strategic Asset SalesUnited States : ?Sale of Landholding inCoachella, California - This non-income producing land was sold onMarch 5, 2021 for$11.0 million , and our share was approximately$5.5 million .New Zealand :
?Sale of Landholding in Manukau/Wiri,
Value-creating Opportunities
The implementation of most of our real estate development plans have been delayed due to COVID-19 and the need to conserve capital. However, we continue to believe that our Company's strong real estate asset base will provide (i) increased financial security through the potential sale of certain non-core real estate assets or (ii) provide collateral for strategic re-financing, in each case to meet liquidity demands. We intend to continue to emphasize the prudent development of our real estate assets.
?Sepulveda Office Building (Culver City ,U.S. ) - OnMay 27, 2020 , we leased on a multi-year basis the entire second floor of our headquarter building inCulver City, California (approximately 12,000 usable square feet) to WWP Beauty (wwpinc.com), a global company with over 35 years of experience providing the cosmetics and personal care industries with a range of packaging needs. On the date of the lease, possession of the space was turned over to WWP Beauty, which is responsible for building out its space. During the second quarter of 2020, rent commenced on a straight-line basis. Tenant improvements commenced inJanuary 2021 and should be completed byApril 2021 . ?44 Union Square Redevelopment (New York City ,U.S. ) - Historically known as Tammany Hall, this building with approximately 73,000 square feet of net rentable area overlooksManhattan's Union Square . During the COVID-19 pandemic,New York City shutdown non-essential construction and business, including construction work at our site. However, the construction of the improvements necessary to obtain a core and shell temporary certificate of occupancy were substantially completed prior to the shutdown. OnJuly 1, 2020 , the site reopened for construction activities, and onAugust 31, 2020 , we received a temporary certificate of occupancy for the core and shell of the building. - 46 - -------------------------------------------------------------------------------- Our leasing team continues to pursue potential tenants. This building, hailed as a dramatic pièce de résistance with its first in the city, over 800-piece glass dome, brings the future toNew York's fabled past and was awarded in 2020 the ENR New York's Best Projects awards for Renovation/Restoration and for Safety. We believe44 Union Square is attractive to potential tenants interested in both (i) operating inNew York City and (ii) seeking to have greater control over the size and design of their spaces in a post-COVID-19 environment. It is one of a very limited number of "brandable" sites available for lease inNew York City and can be delivered immediately upon the execution of leases. ?Minetta Lane Theatre (New York City ,U.S. ) - Prior to COVID-19, our theatre was used by Audible, a subsidiary of Amazon, to present plays featuring a limited cast of one or two characters and special live performance engagements, which it recorded and made available to the public through the Audible streaming service. Due to COVID-19, no shows have been presented sinceMarch 2020 and the theatre remains closed to the public until further instruction from local government authorities. In late 2019, we completed an initial feasibility study for the potential redevelopment of this asset. We will refocus our efforts on this project at a later date whenNew York City begins to show signs of recovery from the impacts of the COVID-19 pandemic. In the interim, we will continue our license arrangement with Audible. ?Cinemas 1,2,3 Redevelopment (New York City ,U.S. ) - Given the closure of our two cinemas inNew York City's UpperEast Side , we have determined to continue to operate this location as a cinema for at least the near term. We are pursuing a rezoning of this property so as to allow us to continue our cinema use as a part of any such redevelopment. However, all other redevelopment activity related to this location has been suspended, until we are able to develop a better understanding of the ongoing effects of COVID-19 on our assets and the market.Australia : ?Expansion Project forNewmarket Village located in an affluent suburb ofBrisbane, Australia - InNovember 2015 , we acquired a separate parcel adjacent to our tenant,Coles supermarket. This property is currently improved with an office building, which is now fully leased. These leases have early development provisions allowing us to terminate these arrangements in connection with a redevelopment of the property. We intend to ultimately demolish this office building and to integrate this parcel intoNewmarket Village .Newmarket Village is approximately 98% leased.New Zealand : ?Courtenay Central Redevelopment (Wellington, New Zealand ) - Located in the heart ofWellington -New Zealand's capital city - our Courtenay Central property covers, on a consolidated basis through various subsidiaries, 161,071 square feet of land situated proximate to (i) theTe Papa Tongarewa Museum (attracting over 1.5 million visitors annually, pre-COVID), and (ii) across the street from the site of the futureWellington Convention and Exhibition Centre (wcec.co.nz), the capital's first premium conference and exhibition space, which is due to be completed in 2023. Despite the COVID-19 pandemic, construction for this major public project has resumed and plans include the creation of a public concourse linking through toWakefield Street , which is across the street from our Courtenay Central project. As previously reported, damage from the 2016 Kaikoura earthquake necessitated demolition of our nine-story parking garage at the site, and unrelated seismic issues caused us to close major portions of the existing cinema and retail structure in early 2019. Prior to the COVID-19 pandemic, the real estate team had developed a comprehensive plan featuring a variety of uses to complement and build upon the "destination quality" of the Courtenay Central location. Notwithstanding the COVID-19 pandemic, our real estate team is continuing to work with our consultants, potential tenants, and city representatives to advance our redevelopment plans for this property.
For a complete list and further details of our value-creating projects, see Part I, Item 2 - Properties under the heading "Investment and Development Property."
Corporate Matters
?Stock Repurchase Program - OnMarch 10, 2020 , our Board of Directors authorized a$25.0 million increase to our 2017 stock repurchase program, bringing our total authorized repurchase amount remaining to$26.0 million , and extended the program toMarch 2, 2022 . ThroughDecember 31, 2020 , we have repurchased 1,792,819 shares of Class A Non-Voting Common Stock at an average price of$13.39 per share (excluding transaction costs). Of these, 75,157 shares were purchased during the year endedDecember 31, 2020 , at an average price of$8.92 per share.
Due to the COVID-19 pandemic and its impact on our overall liquidity, our stock repurchase program has and will likely continue to take a lower capital allocation priority for the foreseeable future.
? - 47 - --------------------------------------------------------------------------------Board Compensation and Stock Options Committee - OurCompensation and Stock Options Committee , in early 2020, determined to pay out no cash bonuses, with respect to 2019, to any Company senior executives, including our CEO. Following the expiration of theReading International, Inc. 2010 Stock Incentive Plan (as amended, the "2010 Plan"), our Board of Directors adopted theReading International, Inc. 2020 Stock Incentive Plan (the "2020 Plan"), which was approved by our stockholders onDecember 8, 2020 . The aggregate total number of shares of Common Stock authorized for issuance under the 2020 Plan was 1,250,000 shares of Class A Stock and 200,000 shares of ClassB Stock . In addition, if any awards that were outstanding under the 2010 Plan are subsequently forfeited or if the related shares are repurchased, a corresponding number of shares will automatically become available for issuance under the 2020 Plan, resulting in an increase in the number of shares available for issuance under the 2020 Plan (up to an additional 1,024,902 shares of Class A Stock). OnDecember 16, 2020 , the Board of Directors issued 60,084 non-employee director RSUs and 38,803 option shares to various Board members following the Annual Meeting of Stockholders. OnDecember 14, 2020 andDecember 16, 2020 , the Board and the Compensation Committee issued 54,719 RSUs to various members of the management team and other key employees of the Company in recognition of their service during 2020, which was a challenging year due to the COVID-19 pandemic.
Our Financing Strategy
Prior to the interruptions to our revenues caused by the COVID-19 pandemic, we have used cash generated from operations and other excess cash to the extent not needed to fund capital investments contemplated by our business plan, to pay down our loans and credit facilities. This has provided us with availability under our available loan facilities for future use and thereby, reduced interest charges. On a periodic basis, we have reviewed the maturities of our borrowing arrangements and negotiated renewals and extensions where necessary in the current circumstances. We completed amending and extending various financing arrangements less than two weeks prior to the COVID-19 government mandated shutdowns, which we believe has helped provide the necessary liquidity to see us through the COVID-19 crisis. In response to the COVID-19 pandemic, the temporary closure of our theaters, and the trading restrictions placed on many of our real estate tenants at our ETCs, we had fully drawn-down on all our available operating lines-of-credit by the end of the first quarter of 2020, to provide future liquidity by the end of the first quarter of 2020. As ofDecember 31, 2020 , we had$3.8 million available on ourU.S. Credit Facility and have the ability to redraw these funds as Management sees fit as long as the current required liquidity tests continue to be met. For more information about our liquidity and financing strategy, please refer to Note 3 - Impact of COVID-19 Pandemic and Liquidity to the Consolidated Financial Statements included herein in Part II, Item 8 (Financial Statements and Supplementary Data) on this report.
OnMarch 6, 2020 , we (i) entered into an amendment for our$55.0 million credit facility withBank of America , which supports ourU.S. Cinema operations, extending the maturity date toMarch 6, 2023 and implementing an interest rate of 2.5% - 3.0% dependent on certain financial ratios plus a variable rate and (ii) also extending the term of our$5.0 million line of credit withBank of America toMarch 6, 2023 . OnAugust 7, 2020 , we entered into a Waiver and Second Amendment to the Second Amended and Restated Credit Agreement ("Amendment") modifying certain financial covenants within this credit facility and temporarily suspended the testing of certain other covenant tests through measurement period endingSeptember 30, 2021 . The testing of the financial covenant resumes for measurement period endingDecember 31, 2021 . The modifications also include new covenants related to maintenance of certain liquidity levels. Under the Amendment, cash balances in excess of$3.0 million will be used to paydown the facility debt. However, this is not a reduction in that credit facility and, subject to the satisfaction of draw down requirements, will be available for re-borrowing. 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%. As ofDecember 31, 2020 , we had$3.8 million available under this credit facility. In regard to the line of credit, we also modified the interest rate, wherein the LIBOR portion of the rate now has a floor of 1.0%. Such modifications were not considered to be substantial underU.S. GAAP.
Cinemas 1,2,3 Term Loan
OnMarch 13, 2020 ,Sutton Hill Properties LLC , our 75% subsidiary, increased its term loan withValley National Bank to$25.0 million from$20.0 million , with an interest rate based on the greater of (i) the two-yearU.S. Treasury Rate plus 2.5% or (ii) 4.25%. The current interest rate used for the Valley National loan is 4.25%. This loan matures onApril 1, 2022 with two six-month options to extend throughApril 1, 2023 .
NAB Corporate Term Loan (AU)
- 48 - -------------------------------------------------------------------------------- Prior to COVID-19, inMarch 2019 , we amended our Revolving Corporate Markets Loan Facility with NAB from a facility comprised of (i) a AU$66.5 million loan facility with an interest rate of 0.95% above the BBSY and a maturity date ofJune 30, 2019 and (ii) a bank guarantee of AU$5.0 million at a rate of 1.90% per annum into (i) a AU$120.0 million Corporate Loan facility at a rate of 0.85% - 1.3% above BBSY, depending on certain ratios, with a due date ofDecember 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 debt modifications of this particular term loan were not considered to be substantial underU.S. GAAP. OnAugust 6, 2020 , we modified certain covenants within this Revolving Corporate Markets Loan Facility with NAB (the "NAB Amendment"). These modifications apply until the quarter endedJune 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%. The NAB Amendment modifies the Fixed Charge Cover Ratio testing for the quarters throughJune 30, 2021 so that ratio testing is calculated on each respective quarter's trading performance, as opposed to annually and waives the leverage ratio testing through the quarter endedJune 30, 2021 . Such a modification was not considered to be substantial underU.S. GAAP. OnDecember 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 byOctober 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. 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 endedSeptember 30, 2021 . The Leverage ratio was also modified through quarter endedJune 30, 2022 .
Westpac Bank Corporate Credit Facility (NZ)
OnDecember 20, 2018 , we restructured our Westpac Corporate Credit Facilities. The maturity of the 1st tranche (general/non-construction credit line) was extended toDecember 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. OnJune 29, 2020 , Westpac pushed out theJune 30, 2020 covenant testing date toJuly 31, 2020 . OnJuly 27, 2020 , Westpac waived the requirement to test certain covenants as ofJuly 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 toJanuary 1, 2024 . Such modifications of this facility were not considered to be substantial underU.S. GAAP. OnDecember 8, 2020 , Westpac waived the requirement to test certain covenants as ofDecember 31, 2020 .
Union Square Financing
44 Union Square , our property inManhattan with 73,000 net rentable square foot of retail and office space, received a temporary certificate of occupancy for the core and shell of the building onAugust 31, 2020 and is in the lease-up phase with construction being complete (except for minor punch list items). Total debt against the property aggregates to$40.6 million . OnJanuary 24, 2020 , we exercised a one-year extension options on the Bank OZK (formerlyBank of the Ozarks ) loan, taking the maturity toDecember 29, 2020 . OnDecember 29, 2020 , we further extended the maturity of this loan toMarch 31, 2021 , at an interest rate of 17.5% and onMarch 26, 2021 , we repaid this loan in full. We are currently working on a refinancing of the property and, while no assurances can be given, based on current facts and circumstances, we anticipate that the refinancing, which will free up substantial capital, can be finalized in the second quarter of 2021. For more information about our refinancing, please refer to Note 3 - Impact of COVID-19 Pandemic and Liquidity to the Consolidated Financial Statements included herein in Part II, Item 8 (Financial Statements and Supplementary Data) on this report.
Refer to Note 11 - Borrowings for additional information.
- 49 -
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OVERALL RESULTS OF OPERATIONS
In this section, we discuss the results of our operations for the year endedDecember 31, 2020 compared to the year endedDecember 31, 2019 . For a discussion of the year endedDecember 31, 2019 compared to the year endedDecember 31, 2018 , please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year endedDecember 31, 2019 .
At
?opened a new state-of-the-art six-screen Reading Cinemas in Jindalee, a suburb
of
?expanded into
?opened a three-screen pop-up in
?ended our management agreement related to the 86th Street Cinema inNew York City due to the expiration of the underlying lease and closed our historically profitableParis andBeekman theatres inNew York City due to lease expirations;
?launched our six-screen Reading Cinemas in Burwood, a suburb of
?owned and operated five ETCs located inNewmarket Village (a suburb ofBrisbane ),Belmont (a suburb ofPerth ), Auburn Redyard (a suburb ofSydney ) andCannon Park (in Townsville) inAustralia , and Courtenay Central (inWellington ) inNew Zealand ; ?owned and operated our headquarters' office buildings inCulver City (an emerging high-tech and communications hub inLos Angeles County ) and, during the second quarter 2020, entered a multi-year lease with a corporate tenant for the entire second floor. We are currently in the tenant improvement phase and began receiving rental payments inOctober 2020 ;
?owned and operated our headquarters' office building in
?owned and operated the fee interests in three developed commercial properties inManhattan andChicago improved with live theatres comprising six stages and ancillary retail and commercial space;
?owned a 75% managing member interest in a limited liability company which in turn owns the fee interest in Cinemas 1,2,3;
?owned ourUnion Square development property with approximately 73,000 square feet of net leasable area comprised of retail and office space. The44 Union Square is currently in the leasing phase, and we received a temporary certificate of occupancy with respect to the core and shell work onAugust 31, 2020 ;
?owned 197-acres principally in
Our Company transacts business inAustralia and New Zealand and is subject to risks associated with changing foreign currency exchange rates. During the current year, the Australian dollar andNew Zealand dollar weakened against theU.S. dollar by 0.7% and 1.4%, respectively, compared to the prior year. ? - 50 -
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The following table sets forth the overall results of operations for the three
years ended
% Change - ?Favorable/ ?(Unfavorable) % of % of % of 2020 vs. 2019 vs.
(Dollars in thousands) 2020 ?Revenue 2019 ?Revenue
2018 ?Revenue 2019 2018 SEGMENT RESULTS Cinema exhibition operating income (loss)$ (45,056) (58) %$ 23,329 8 %$ 38,867 13 % (>100) % (40) % Real estate operating income (loss) (2,463) (3) % 5,141 2 % 6,438 2 % (>100) % (20) % NON-SEGMENT RESULTS Depreciation and amortization expense (970) (1) % (414) - % (394) - % (>100) % (5) % General and administrative expense (12,824) (16) % (18,933) (7) % (21,287) (7) % 32 % 11 % Interest expense, net (9,354) (12) % (7,904) (3) % (6,837) (2) % (18) % (16) % Equity earnings of unconsolidated joint ventures (449) (1) % 792 - % 974 - % (>100) % (19) % Gain (loss) on sale of assets (1) - % (2) (0) % (41) - % 50 % 95 % Other income (expense) 293 - % 325 - % (256) - % (10) % >100 % Income (loss) before income taxes (70,824) (91) % 2,334 1 % 17,464 6 % (>100) % (87) % Income tax benefit (expense) 4,967 6 % (28,837) (10) % (3,298) (1) % >100 % (>100) % Net income (loss) (65,857) (85) % (26,503) (10) % 14,166 5 % (>100) % (>100) % Less: Net income (loss) attributable to noncontrolling interests (657) (1) % (74) - % 132 - % (>100) % (>100) % Net income (loss) attributable to RDI common stockholders$ (65,200) (84) %$ (26,429) (10) %$ 14,034 5 % (>100) % (>100) % Basic earnings (loss) per share$ (3.00) $ (1.17) $ 1.34 (>100) % (>100) %
(1)See Note 2 of the 2020 10-K for the prior period adjustments for accounting for accrued sales tax accounts deemed not material.
CONSOLIDATED RESULTS
2020 vs. 2019
Net income attributable to RDI common stockholders decreased by
(i)a$68.4 million decrease in Cinema Exhibition segment operating income mainly attributable to the ongoing temporary closure of some of our cinemas, reduced seating occupancy as a result of social distancing measures, and the changes to the release schedule by film distributors, which collectively led to a significant drop in attendance sinceMarch 2020 ;
(ii)a
(iii)a$1.5 million increase in interest expense attributable to the termination of the capitalization of interest onUnion Square and the renegotiation of our bank covenants due to the COVID-19 pandemic; and The decreases were offset by a$33.8 million decrease in income tax expense to a benefit of$5.0 million , mainly due to the pretax loss in 2020 and a tax benefit as a result of the CARES Act, partially offset by the recording of a valuation allowance onU.S. deferred tax assets, and by a$6.1 million decrease in general and administrative expenses.
BUSINESS SEGMENT RESULTS - 2020 vs. 2019
Presented below is the comparison of the segment operating income of our two business segments for the years endedDecember 31, 2020 and 2019, respectively: % Change ?Favorable/ 2020 2019 ?(Unfavorable) (Dollars in thousands) Cinema Real Estate Cinema Real Estate Cinema Real Estate Segment Revenues$ 67,014 $ 12,963 $ 262,189 $ 21,905 (74) % (41) % Segment Operating Expenses Operating Expense (93,180) (8,578) (217,376) (9,453) 57 % 9 % Depreciation and amortization (15,246) (6,101)
(16,940) (5,393) 10 % (13) % General and administrative expense (3,427)
(747) (4,544) (1,918) 25 % 61 % Impairment of long-lived assets (217) - - - (>100) % - % Total segment expenses (112,070) (15,426) (238,860) (16,764) 53 % 8 % Segment operating income (loss)$ (45,056) $ (2,463) $ 23,329 $ 5,141 (>100) % (>100) % Breakdown by country: United States$ (39,371) $ (3,399) $ 4,457 $ 64 (>100) % (>100) % Australia (4,267) 2,336 15,974 5,449 (>100) % (57) % New Zealand (1,418) (1,400) 2,898 (372) (>100) % (>100) %$ (45,056) $ (2,463) $ 23,329 $ 5,141 (>100) % (>100) % ? - 51 -
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A discussion for each segment follows:
Cinema Exhibition - The following table details our Cinema Exhibition segment operating results for the years ended
2020 vs. 2019 ?Favorable/ (Dollars in thousands) 2020 % of Revenue 2019 % of Revenue ?(Unfavorable) REVENUE United States Admission revenue$ 15,593 57 %$ 90,492 61 % (83) % Food & beverage revenue 8,245 30 % 45,766 31 % (82) % Advertising and other revenue 3,584 13 % 11,395 8 % (69) %$ 27,422 100 %$ 147,653 100 % (81) % Australia Admission revenue$ 20,137 62 %$ 60,319 65 % (67) % Food & beverage revenue 9,590 29 % 26,888 29 % (64) % Advertising and other revenue 2,788 8 % 6,301 7 % (56) %$ 32,515 100 %$ 93,508 100 % (65) % New Zealand Admission revenue$ 4,569 65 %$ 14,092 67 % (68) % Food & beverage revenue 2,066 29 % 5,943 28 % (65) % Advertising and other revenue 442 6 % 993 5 % (55) %$ 7,077 100 %$ 21,028 100 % (66) % Total revenue$ 67,014 100 %$ 262,189 100 % (74) % OPERATING EXPENSE United Film rent and States advertising cost$ (8,183) (30) %$ (48,368) (33) % 83 % Food & beverage cost (2,519) (9) % (10,669) (7) % 76 % Occupancy expense (26,697) (97) % (27,096) (18) % 1 % Other operating expense (18,631) (68) % (43,800) (31) % 57 %$ (56,030) (204) %$ (129,933) (88) % 57 % Film rent and Australia advertising cost$ (8,605) (26) %$ (28,364) (30) % 70 % Food & beverage cost (2,276) (7) % (5,136) (5) % 56 % Occupancy expense (8,484) (26) % (15,773) (17) % 46 % Other operating expense (10,705) (33) % (21,677) (23) % 51 %$ (30,070) (91) %$ (70,950) (77) % 58 % Film rent and New Zealand advertising cost$ (1,991) (28) %$ (6,587) (31) % 70 % Food & beverage cost (432) (6) % (1,200) (6) % 64 % Occupancy expense (1,692) (24) % (3,445) (16) % 51 % Other operating expense (2,966) (42) % (5,260) (25) % 44 %$ (7,081) (100) %$ (16,492) (77) % 57 % Total operating expense$ (93,181) (139) %$ (217,375) (83) % 57 % DEPRECIATION, AMORTIZATION, IMPAIRMENT AND GENERAL AND ADMINISTRATIVE EXPENSE United Depreciation and States amortization$ (8,060) (29) %$ (10,516) (7) % 23 % Impairment of long-lived assets (217) (1) % - - (>100) % General and administrative expense (2,486) (9) % (2,747) (2) % 10 %$ (10,763) (39) %$ (13,263) (9) % 19 % Depreciation and Australia amortization$ (5,762) (18) %$ (4,946) (5) % (16) % General and administrative expense (950) (3) % (1,638) (2) % 42 %$ (6,712) (21) %$ (6,584) (7) % (2) % Depreciation and
New Zealand amortization$ (1,423) (20) %$ (1,479) (7) % 4 % General and administrative expense 9 - % (159) (1) % >100 %$ (1,414) (20) %$ (1,638) (8) % 14 %
Total depreciation, amortization,
impairment and general and administrative expense$ (18,889) (28) %$ (21,485) (8) % 12 % Total expenses$ (112,070) (167) %$ (238,860) (91) % 53 % OPERATING INCOME (LOSS) United States$ (39,371) (144) %$ 4,457 3 % (>100) % Australia (4,267) (13) % 15,974 17 % (>100) % New Zealand (1,418) (20) % 2,898 14 % (>100) % Total operating income (loss)$ (45,056) (67) %$ 23,329 9 % (>100) % ? - 52 -
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Cinema Exhibition - The following table details our Cinema Exhibition segment operating results for the quarters endedDecember 31, 2020 and 2019, respectively: 2020 vs. 2019 ?Favorable/ (Dollars in thousands) 2020 % of Revenue 2019 % of Revenue ?(Unfavorable) REVENUE United States Admission revenue$ 1,349 48 %$ 23,533 62 % (94) % Food & beverage revenue 923 33 % 11,462 30 % (92) % Advertising and other revenue 568 20 % 3,131 8 % (82) %$ 2,840 100 %$ 38,126 100 % (93) % Australia Admission revenue$ 4,512 60 %$ 14,101 64 % (68) % Food & beverage 29 29 revenue 2,304 % 6,406 % (64) % Advertising and 10 8 other revenue 757 % 1,685 % (55) %$ 7,573 100 %$ 22,192 100 % (66) % New Zealand Admission revenue$ 1,114 64 %$ 3,358 67 % (67) % Food & beverage 29 28 revenue 503 % 1,394 % (64) % Advertising and 7 5 other revenue 118 % 236 % (50) %$ 1,735 100 %$ 4,988 100 % (65) % Total revenue$ 12,148 100 %$ 65,306 100 % (81) % OPERATING EXPENSE United Film rent and States advertising cost$ (727) (26) %$ (12,379) (32) % 94 % Food & beverage cost (339) (13) % (2,717) (7) % 88 % Occupancy expense (6,486) (228) % (6,609) (17) % 2 % Other operating expense (3,434) (121) % (10,563) (28) % 67 %$ (10,986) (387) %$ (32,268) (85) % 66 % Film rent and Australia advertising cost$ (1,877) (25) %$ (6,600) (30) % 72 % Food & beverage cost (601) (8) % (1,289) (6) % 53 % Occupancy expense (1,865) (25) % (3,892) (18) % 52 % Other operating expense (2,436) (31) % (5,631) (26) % 57 %$ (6,779) (90) %$ (17,412) (78) % 61 % Film rent and New Zealand advertising cost$ (463) (27) %$ (1,521) (30) % 70 % Food & beverage cost (104) (6) % (255) (5) % 59 % Occupancy expense (256) (15) % (843) (17) % 70 % Other operating expense (872) (50) % (1,281) (26) % 32 %$ (1,695) (99) %$ (3,900) (78) % 57 % Total operating expense$ (19,460) (160) %$ (53,580) (82) % 64 % DEPRECIATION, AMORTIZATION, IMPAIRMENT AND GENERAL AND ADMINISTRATIVE EXPENSE United Depreciation and States amortization$ (2,110) (74) %$ (2,726) (7) % 23 % Impairment of long-lived assets (217) (8) % - - % - % General and administrative expense (258) (9) % (1,231) (4) % 79 %$ (2,585) (91) %$ (3,957) (10) % 35 % Depreciation and (6) Australia amortization$ (1,413) (19) %$ (1,316) % (7) % General and (2) administrative expense (96) (1) % (400) % 76 %$ (1,509) (20) %$ (1,716) (8) % 12 % Depreciation and (8) New Zealand amortization$ (333) (19) %$ (380) % 12 % General and (1) administrative expense 1 - % (59) % >100 %$ (332) (19) %$ (439) (9) % 24 %
Total depreciation, amortization,
impairment and general and administrative expense$ (4,426) (36) %$ (6,112) (9) % 28 % Total expenses$ (23,886) (197) %$ (59,692) (91) % 60 % OPERATING INCOME (LOSS) United States$ (10,731) (378) %$ 1,901 5 % (>100) % Australia (715) (9) % 3,064 14 % (>100) % New Zealand (292) (17) % 649 13 % (>100) %
Total operating income (loss)
9 % (>100) %
Cinema Exhibition Segment Operating Income
Cinema Exhibition segment operating income decreased by$68.4 million , to a loss of$45.1 million for the year endedDecember 31, 2020 compared toDecember 31, 2019 , primarily driven by the repercussions caused by the COVID-19 pandemic, such as the (i) continued temporary closure of some of our cinemas, (ii) reduced capacity as a result of social distancing measures, and (iii) delays in release schedules by film distributors, which collectively led to a significant drop in attendance and a reduction in revenue by 74%, or$195.2 million . This was further impacted by the ongoing temporary closure of Reading Cinemas at Courtenay Central inNew Zealand . This decrease is partially mitigated by (i) the reopening of a portion of our cinemas worldwide during the last three quarters of 2020, (ii) the absence of internal rent expense from some of our fee-interest cinemas due to the COVID-19 pandemic, and (iii) rent abatements received from a number of our landlords. Measured in local currencies, these decreases were slightly lower, as reported results were dampened further by the weakening of the Australian andNew Zealand dollars compared to theU.S. dollar in 2020. - 53 - -------------------------------------------------------------------------------- Cinema Exhibition segment operating income for the quarter endedDecember 31, 2020 decreased by$17.4 million , to a loss of$11.7 million compared to the quarter endedDecember 31, 2019 , primarily driven by the continued temporary closure of a portion of our cinemas due to COVID-19 and the lack of film product with releases being pushed into later years. This decrease was reduced by the absence of internal rent expense from some of our fee-interest cinemas and the rent abatements from a number of our landlords.
Measured in local currencies, these decreases were slightly higher, as reported
results were reduced further by the strengthening of the Australian and
Revenue
Cinema revenue decreased by 74%, or
The table below is the revenue breakdown, by country, for the years ended
2020 vs. 2019 % of % of Favorable/ (Dollars in thousands) 2020 ?Revenue 2019 ?Revenue (Unfavorable) United States$ 27,422 41 %$ 147,653 56 % (81) % Australia 32,515 49 % 93,508 36 % (65) % New Zealand 7,077 10 % 21,028 8 % (66) % Total Segment Revenues$ 67,014 100 %$ 262,189 100 % (74) %
Below are the changes in our cinema revenue by market:
Cinema revenues decreased by 81%, or$120.2 million , to$27.4 million for the year endedDecember 31, 2020 compared to 2019. This decrease was primarily due to the ongoing temporary closures of most of ourU.S. Cinemas and the social distancing measures put in place as a result of the COVID-19 pandemic, the lack of a consistent and compelling movie slate from the major studios, and the ongoing temporary closure in December of 2019 of ourConsolidated Theatre at theKahala Mall inHonolulu for a top-to-bottom renovation.
Cinema revenues decreased by 65%, or$61.0 million , to$32.5 million for the year endedDecember 31, 2020 compared to 2019. This decrease was largely due to the temporary closures of our cinemas inAustralia as a result of the COVID-19 pandemic, the postponement or removal from the release schedule of major motion pictures, and the weakening of the Australian dollar when compared to theU.S. dollar, partially offset by the reopening of all of our Australian cinemas byNovember 2020 .New Zealand Cinema revenues decreased by 66%, or$14.0 million , to$7.1 million for the year endedDecember 31, 2020 compared to 2019. This decrease was mainly due to the temporary closures of some of our cinemas inNew Zealand as a result of the COVID-19 pandemic, the lack of a slate of motion pictures from the major studios, and the weakening of theNew Zealand dollar when compared to theU.S. dollar, partially offset by the reopening of our cinemas inNew Zealand in June of 2020, excluding Courtenay Central, which remains closed due to seismic concerns. For the quarter endedDecember 31, 2020 , Cinema segment revenues decreased 81%, or$53.2 million , to$12.1 million compared to the same quarter in 2019. This was driven by the decline in admissions in all three circuits due to the ongoing temporary closures of some of our cinemas as a result of the COVID-19 pandemic further impacted by the continued temporary closure of our Reading Cinemas at Courtenay Central and the ongoing temporary closure ofConsolidated Theatres Kahala for renovation, slightly offset by the launch of our Reading Cinemas at Jindalee inAustralia at the end of 2020. These results were offset by the strengthening of the Australian andNew Zealand dollars in the fourth quarter of 2020. Operating Expense Operating expense for 2020 decreased by 57%, or$124.2 million , to$93.2 million when compared to 2019 due to a decline in film rent expense as a result of cinemas being closed and lack of new films, and savings in internal and external rent abatements received in 2020 as a result of the COVID-19 pandemic. Furthermore, the temporary closures of our cinemas ultimately led to employee terminations in late March in theU.S. resulting in a reduction in labor costs. Conversely, inAustralia and New Zealand , there was no need to terminate employees as we enjoyed the benefits of wage subsidies provided by their respective governments, which covered virtually all of the costs of our cinema level personnel. The wage subsidy program inAustralia was reduced at the beginning of 2021 and continued to cover a substantial proportion of the costs however, this program ended onMarch 27, 2021 . The wage subsidy program inNew Zealand ended onAugust 25, 2020 . - 54 - -------------------------------------------------------------------------------- For the quarter endedDecember 31, 2020 , operating expense decreased by 64%, or$34.1 million , to$19.5 million compared toDecember 31, 2019 , primarily due to lower film rent expense as a result of cinemas being closed and lack of new films, savings in labor costs, and in some cases, lower F&B costs as a result of a drop in admissions in 2020.
Depreciation, Amortization, General and Administrative Expense
Depreciation, amortization, general and administrative expense for 2020 cinema operations decreased by 12%, or$2.6 million , to$18.9 million compared to 2019 primarily driven by reduction in depreciation expense for ourU.S. cinemas digital projectors, which were substantially depreciated by the end of 2019. The decrease was partially offset by increases in depreciation expense related to the completion of our44 Union Square capital improvements placed into service along with the foreign exchange movements inAustralia and New Zealand , and a$0.2 million impairment charge incurred against certain cinema assets.
Depreciation, amortization, general and administrative expense for the quarter
ended
? - 55 -
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Real Estate - The following table details our Real Estate segment operating
results for the years ended
2020 vs. 2019 Favorable/ (Dollars in thousands) 2020 % of Revenue 2019 % of Revenue (Unfavorable) REVENUE Live theatre rental United States and ancillary income$ 988 69 %$ 3,426 89 % (71) % Property rental income 434 31 % 422 11 % 3 % 1,422 100 % 3,848 100 % (63) % Australia Property rental 10,576 100 % 15,656 100 % (32) % income New Zealand Property rental 965 100 % 2,401 100 % (60) % income Total revenue$ 12,963 100 %$ 21,905 100 % (41) %
OPERATING EXPENSE
United States Live theatre cost$ (698) (49) %$ (1,271) (33) % 45 % Property cost (1,184) (83) %$ (640) (17) % (85) % Occupancy expense (930) (65) % (507) (13) % (83) %$ (2,812) (198) %$ (2,418) (63) % (16) % Australia Property cost$ (2,457) (23) %$ (2,810) (18) % 13 % Occupancy expense (1,874) (18) % (2,648) (17) % 29 %$ (4,331) (41) %$ (5,458) (35) % 21 % New Zealand Property cost$ (1,002) (104) %$ (1,073) (45) % 7 % Occupancy expense (432) (45) % (504) (21) % 14 %$ (1,434) (149) %$ (1,577) (66) % 9 % Total operating expense$ (8,577) (66) %$ (9,453) (43) % 9 % DEPRECIATION, AMORTIZATION, GENERAL AND ADMINISTRATIVE EXPENSE United Depreciation and States amortization$ (1,522) (107) %$ (778) (20) % (96) % General and administrative expense (487) (34) % (588) (15) % 17 %$ (2,009) (141) %$ (1,366) (35) % (47) % Depreciation and Australia amortization$ (3,634) (34) %$ (3,622) (23) % - % General and administrative expense (275) (3) % (1,127) (7) % 76 %$ (3,909) (37) %$ (4,749) (30) % 18 % New Depreciation and Zealand amortization$ (945) (98) %$ (992) (41) % 5 % General and administrative expense 14 0 % (204) (8) % >100 %$ (931) (96) %$ (1,196) (50) % 22 %
Total depreciation, amortization,
and general and administrative
expense$ (6,849) (53) %$ (7,311) (33) % 6 % Total expenses$ (15,426) (119) %$ (16,764) (77) % 8 % OPERATING INCOME (LOSS) United States$ (3,399) (239) %$ 64 2 % (>100) % Australia 2,336 22 % 5,449 35 % (57) % New Zealand (1,400) (145) % (372) (15) % (>100) % Total operating income (loss)$ (2,463) (19) %$ 5,141 23 % (>100) % ? - 56 -
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Real Estate - The following table details our Real Estate segment operating
results for the quarters ended
2020 vs. 2019 Favorable/ (Dollars in thousands) 2020 % of Revenue 2019 % of Revenue (Unfavorable) REVENUE Live theatre rental United States and ancillary income$ 100 39 %$ 705 72 % (86) % Property rental income 157 61 % 270 28 % (42) % 257 100 % 975 100 % (74) % Property rental 2,526 100 % 3,783 100 % (33) % Australia income Property rental 252 100 % 622 100 % (59) % New Zealand income Total revenue$ 3,035 100 %$ 5,380 100 % (44) %
OPERATING EXPENSE
United States Live theatre cost$ (86) (33) %$ (351) (36) % 75 % Property cost (240) (93) %$ (179) (18) % (34) % Occupancy expense (369) (144) % (154) (16) % (>100) %$ (695) (270) %$ (684) (70) % (2) % Australia Property cost$ (724) (29) %$ (703) (19) % (3) % Occupancy expense (521) (21) % (624) (16) % 17 %$ (1,245) (49) %$ (1,327) (35) % 6 % New Zealand Property cost$ (264) (105) %$ (224) (36) % (18) % Occupancy expense (115) (46) % (110) (18) % (5) %$ (379) (150) %$ (334) (54) % (13) % Total operating expense$ (2,319) (76) %$ (2,345) (44) % 1 % DEPRECIATION, AMORTIZATION, GENERAL AND ADMINISTRATIVE EXPENSE Depreciation and United States amortization$ (731) (285) %$ (194) (20) % (>100) % General and administrative expense 114 44 % (196) (21) % >100 %$ (617) (241) %$ (390) (40) % (58) % Depreciation and Australia amortization$ (1,001) (40) %$ (893) (24) % (12) % General and administrative expense 154 6 % (267) (7) % >100 %$ (847) (34) %$ (1,160) (31) % 27 % Depreciation and New Zealand amortization$ (242) (96) %$ (244) (39) % 1 % General and administrative expense (9) (4) % (87) (14) % 90 %$ (251) (100) %$ (331) (53) % 24 %
Total depreciation, amortization,
and general and administrative
expense$ (1,715) (57) %$ (1,881) (35) % 9 % Total expenses$ (4,034) (133) %$ (4,226) (79) % 5 % OPERATING INCOME (LOSS) United States$ (1,055) (411) %$ (99) (10) % (>100) % Australia 434 17 % 1,296 34 % (67) % New Zealand (378) (150) % (43) (7) % (>100) %
Total operating income (loss)
21 % (>100) %
Real Estate Segment Operating Income
Real Estate segment operating income decreased by$7.6 million , to a loss of$2.5 million for the year endedDecember 31, 2020 compared to 2019. This decrease is attributable to the ongoing temporary closures of ourU.S. Live Theatres , the absence of internal rent revenue from some of our fee-interest cinemas, and the rent abatements provided to our third-party tenants as a result of the COVID-19 pandemic. Real Estate segment operating income decreased by$2.2 million , to a loss of$1.0 million for the quarter endedDecember 31, 2020 compared to 2019, primarily due to the ongoing temporary closures of ourU.S. Live Theatres , the absence of intercompany rent revenue from some of our fee-interest cinemas, and rent abatements provided to tenants as a result of the COVID-19 pandemic. - 57 -
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Revenue
The table below is the revenue breakdown by country for each year:
2020 vs.
2019
% of % of
Favorable/
(Dollars in thousands) 2020 ?Revenue 2019 ?Revenue (Unfavorable) United States$ 1,422 11 %$ 3,848 18 % (63) % Australia 10,576 82 % 15,656 71 % (32) % New Zealand 965 7 % 2,401 11 %
(60) %
Total Segment Revenues
Real estate revenues for the year endedDecember 31, 2020 decreased by 41% or$8.9 million , to$13.0 million compared to 2019. This decrease is attributable to the ongoing temporary closures of ourU.S. Live Theatres and the issuance of rent abatements to certain third-party Australian tenants. The decrease was further impacted by the vacating of a tenant at our Courtenay Central site inMarch 2020 and the decision by our Real Estate division to abate intercompany rent payable by Reading Cinemas as anchor tenants at some of our ETCs in response to the closures and revenue reductions caused by COVID-19. Referring to our Australian real estate revenue, a federal government Code of Conduct was prepared at the end of the first quarter of 2020 intended to function as guidance for landlords and tenants when negotiating rent relief. Initially this Code of Conduct was taken to be 'best practice,' but during the second quarter of 2020, state governments signed into law their own rent relief legislation which, to varying degrees, drew upon the Code of Conduct as well as incorporated other legislative requirements at a state's own discretion. Consistent across the Australian states is legislation regarding the measurement of rent relief by way of abatement and is measured against declines in sales volumes over the period in which a tenant is impacted by COVID-19. For the quarter endedDecember 31, 2020 , Real Estate revenue decreased by 44%, or$2.3 million , to$3.0 million compared to 2019. primarily due to the ongoing pandemic which resulted in the temporary closure of ourU.S. Live Theatres and the rent abatements provided to our third-party tenants as a result of the COVID-19 pandemic. These results were partially offset by the strengthening foreign currency exchange rate in the Australian andNew Zealand dollars.
Operating Expense
Operating expense for the year endedDecember 31, 2020 decreased by 9%, or$0.9 million , to$8.6 million when compared to the same period in 2019 mainly driven by (i) the ongoing temporary closures of ourLive Theatre business unit and (ii) a rent abatement obtained from a ground lessor inAustralia . Throughout the fourth quarter of 2020, many operating expenses were significantly reduced, and various projects and maintenance works were postponed. In addition, our operating expenses were reduced as we brought in-house certain property management functions that were earlier outsourced. InAustralia , various State Revenue Offices (SRO) implemented support measures for commercial landlords whereby land tax relief was provided, and continues to provide, by way of a percentage of land tax waiver or deferral. Further, this decrease was offset by increased legal expenses for our property development work. For the quarter endedDecember 31, 2020 , operating expenses remained flat with a slight decrease of 1%, to$2.3 million when compared to the same period in 2019 due to our inability to lower fixed expenses even with declining revenues, offset by increased costs related to our44 Union Square property being included in operating costs.
Depreciation, Amortization, General and Administrative Expense
Depreciation, amortization, general and administrative expenses for 2020
decreased by 6%, to
For the quarter ended
NON-SEGMENT RESULTS -2020 vs. 2019
General and Administrative Expense
Non-segment general and administrative expense for the year endedDecember 31, 2020 decreased by 32%, or$6.1 million , to$12.8 million compared to the same period in the prior year, mainly attributed to (i) savings in payroll costs as a result of the wage subsidy programs and reduction in corporate staff, (ii) reduced costs related to corporate airfare and travel as a result of COVID-19 restrictions, and (iii) decreases in professional and legal services. The decrease was further favorably impacted by the affirmation on appeal by theNevada Supreme Court of a$0.8 million costs judgment entered in favor of our Company in the James J. Cotter Jr. derivative litigation. - 58 - -------------------------------------------------------------------------------- For more information about the legal expense, please refer to Note 13 - Commitments and Contingencies to the Consolidated Financial Statements included herein in Part II, Item 8 (Financial Statements and Supplementary Data) on this report. Income Tax Benefit TheU.S. Coronavirus Aid, Relief, and Economic Security Act ("the CARES Act") was enacted onMarch 27, 2020 to provide tax relief to companies impacted by the COVID-19 pandemic. The CARES Act includes, among other items, provisions for net operating loss carryback, modifications to the business interest expense deduction, a technical correction to tax depreciation methods for qualified improvement property, and alternative minimum tax credit refunds. During the quarter endedMarch 31, 2020 , we recorded a tax benefit arising from the carryback of the net operating loss generated in the taxable year endedDecember 31, 2019 . Income tax expense decreased by$33.8 million , to a benefit of$5.0 million , when compared to 2019, mainly due to the pretax loss in 2020 and a tax benefit as a result of the CARES Act. This was partially offset by the recording of valuation allowance onU.S. deferred tax assets. Please refer to Note 10 - Income Taxes of the Notes to Consolidated Financial Statements in Part II of this Annual Report for further information.
Interest Expense, Net
Interest expense (net of interest income) increased by 18%, or$1.5 million , to$9.4 million , mainly due to an increase in our borrowings as a result of the COVID-19 pandemic and the termination of the capitalization of interest on44 Union Square .
LIQUIDITY AND CAPITAL RESOURCES
The COVID-19 outbreak has materially adversely affected the economies (and the cinema exhibition industry in particular) ofthe United States ,Australia, and New Zealand . Outbreaks of COVID-19 caused cinemas and other public assembly venues to close in March of 2020. Major studios have announced the delayed release of major motion pictures into 2021 and beyond or have gone straight to streaming. Consequently, the delayed releases of major motion pictures and the elimination of the theatrical window by some studios has and will push revenues into later quarters, thereby reducing our full year revenues, and may accelerate our decisions to consider more permanent reductions of operational levels at our cinemas. However, even if such film product is forthcoming, operating revenues may continue to be adversely impacted by ongoing governmental restrictions, social distancing requirements, the adoption and implementation of new sanitization protocols, and potential hesitancy of patrons to return to public indoor venues. With respect to our home office employees, our Company's home offices inCulver City, CA andNew York City , NY, remain closed as of the date of filing of this Report, with employees continuing to work remotely. Our employees in ourMelbourne, Australia office are back at the office full time. With regard to our office inWellington, New Zealand , our temporary office space lease expired, and our staff continue to work remotely for the time being. In response to uncertainties associated with the outbreak of the COVID-19 pandemic and its impact on our Company's business, Management drew down the available operating borrowing capacity in the first quarter of 2020 and continued to maintain those borrowing levels through the second quarter. During the third quarter of 2020, we paid down$5.8 million on theBank of America revolving credit facility as part of our expense reduction, in this case interest expense. We subsequently borrowed$2.0 million on this line in the fourth quarter of 2020, therefore$3.8 million was available atDecember 31, 2020 . These funds are, however, available to be drawn under this facility. Total outstanding borrowings were$285.0 million atDecember 31, 2020 . As ofDecember 31, 2020 , we had$26.8 million in cash and cash equivalents. Our Company's use of these funds is in some ways limited due to limitations on the expatriation of funds fromAustralia and New Zealand tothe United States and limitations on our use of the proceeds from our$55.0 million Bank of America Credit Facility for purposes unrelated to ourU.S. cinema activities. - 59 - -------------------------------------------------------------------------------- Our bank loans with theBank of America , NAB, and Westpac require that our Company comply with certain covenants. The longer the COVID-19 pandemic and the associated limitations (both legal and practical) on our business exist, the more likely it becomes, in the absence of other actions by our Company, that we will be unable to continue to comply with these covenants. However, in such an event, our Company expects to be able to obtain an amendment or waiver from its lenders, though no assurances can be given. We believe that our lenders understand that the current situation is not of our making, that we are doing everything that can reasonably be done, and that our relationship with our lenders is good. In an effort to mitigate the need for such waivers, we are looking to our real estate assets to provide needed liquidity. Our44 Union Square property inManhattan , with 73,000 net rentable square feet of retail and office space, received a temporary certificate of occupancy for the core and shell of the building onAugust 31, 2020 and is in the lease-up phase with construction being complete (except for minor punch list items). OnJanuary 24, 2020 , we exercised the first of our two extension options on the Bank OZK (formerlyBank of the Ozarks ) loan, extending the maturity date toDecember 29, 2020 . OnDecember 29, 2020 , we further extended the maturity of this loan toMarch 31, 2021 , at an interest rate of 17.5% and onMarch 26, 2021 , we repaid this loan in full in the amount of$40.6 million . We are currently working on a refinancing of the property and, while no assurances can be given, based on current facts and circumstances, we are optimistic that the refinancing, which will free up substantial capital, can be finalized in the second quarter of 2021. OnMarch 4, 2021 , we sold our Manukau land for NZ$77.2 million (US$56.1 million ). OnMarch 5, 2021 , we sold ourCoachella land for$11.0 million . As a 50% member inShadow View Land & Farming LLC , the Company received 50% of theCoachella net sale proceeds. Unlike pure cinema exhibition companies, we own the fee interest underlying 12 of our cinemas and all of ourLive Theatres . Prior to the COVID-19 pandemic, our cinema exhibition business plan had been to enhance our current cinemas where it was financially reasonable to do so; develop our specialty cinemas in select markets; expand our F&B offering, and continue on an opportunistic basis, to identify, develop, and acquire cinema properties that allow us to leverage our cinema expertise over a larger operating base. This continues to be our plan once we are able to fully reopen, subject to liquidity constraints. We continue to advance most of our real estate initiatives as these are, generally speaking, still in the planning stage and, as a result, less impacted than projects in their construction phase. We, fortunately, have only two projects in a construction phase - the redevelopment of our44 Union Square property inManhattan and the refurbishment of ourConsolidated Theatre at theKahala Mall inHonolulu .44 Union Square received a temporary certificate of occupancy for the core and shell of the building onAugust 31, 2020 and is in the lease-up phase following completion of construction with the exception of minor punch list items. We anticipate that ourConsolidated Theatre at theKahala Mall will reopen for business after construction is completed, which should follow a few months of work upon recommencement of construction once COVID-19 related Hawaiian government restrictions have been relaxed. Our pre-COVID-19 business plan with respect to the Real Estate segment of our business was to continue the build-out of ourNewmarket Village andAuburn Redyard ETCs inAustralia ; to master-plan the redevelopment of our Courtenay Central site inNew Zealand into an urban entertainment center with a focus on cinema exhibition and food & beverage; in Manukau/Wiri,New Zealand , to develop in concert with other major landowners, the infrastructure needed to support the construction of income-producing light industrial improvements; to reassess and master-plan our Cinemas 1,2,3 property for redevelopment as a stand-alone 96,000 square foot mixed-use property and in the interim to continue to use it as a cinema; and to continue to be sensitive to opportunities to convert our entertainment assets to higher and better uses, or, where appropriate, to dispose of such assets. Subsequently, during the first quarter of 2021, we sold our Manukau andCoachella non-income producing land assets and have reclassified our Auburn Redyard ETC andRoyal George Theatre complex as assets held for sale. Going forward, subject to capital allocation considerations, we will be focusing on completing the lease up of our44 Union Square property inManhattan , the further development of our Newmarket and Courtenay Central ETCs inAustralia and New Zealand , and the redevelopment of our Cinema 1,2,3 property inManhattan and our historic railroad properties inPhiladelphia . The success of our Company is naturally dependent on our ongoing ability to execute these business plans effectively through our available resources (both cash and available borrowing facilities), while still addressing our liquidity risk in a timely manner. Liquidity risk is the risk relating to our ability to meet our financial obligations when they come due. Prior to the COVID-19 pandemic, our financial obligations arose mainly from capital expenditure needs, working capital requirements, and debt servicing requirements. We managed the liquidity risk by working to generate adequate cash flows from operating activities, to obtain and maintain appropriate financing or extension of maturity dates under reasonable arrangements, and/or to convert non-performing or non-strategic assets into cash as appropriate under the circumstances. During the pandemic, we had to rely on our ability to control costs, to generate revenue from different sources, and to maintain and obtain adequate and reasonable financing, while at the same time reviewing and, where appropriate, acting upon our ability to convert non-strategic assets into cash, if needed. Historically, we have funded our capital expenditures out of operating cash flow. Obviously, with our revenues severely curtailed by the closure and other limitations imposed on our cinema activities, we have needed to look to our lenders for the near term. However, we remain confident in our cinema industry and that it will once again be the primary engine through which we fund our liquidity needs. The impact of the COVID-19 pandemic on our business has reduced our liquidity and our Management, consequently, has postponed, or reprioritized most of our capital expenditures based on assessments of conditions and liquidity requirements. - 60 - -------------------------------------------------------------------------------- During 2021, we anticipate that we will continue to limit our capital expenditures, and as a result, we currently estimate that our cash capital expenditures in both our cinema and real estate segments in 2021 will not exceed$25.5 million . The projects requiring capital expenditures in 2021 will include: (i) with respect to our cinema business, the renovation of existing global cinemas and the construction of new cinemas inAustralia and (ii) with respect to our real estate business, capital for the build out/fit out of third party tenant spaces. The Company believes that 2021 capital expenditures will be paid for by funds raised by asset sales, cash flow from operations and/or funds available under global credit facilities. The Company is surrounded by uncertainty about COVID-19, as well as financial, economic, competitive, regulatory, and other factors, many of which are beyond its control. If the Company is unable to generate sufficient cash flow in the upcoming months or if its cash needs exceed the Company's borrowing capacity under its available facilities, it could be required to adopt one or more alternatives, such as reducing, delaying or eliminating such planned capital expenditures, selling additional assets or restructuring debt. For more information about our liquidity, please refer to Note 3 - Impact of COVID-19 Pandemic on Liquidity to the Consolidated Financial Statements included herein in Part II, Item 8 (Financial Statements and Supplementary Data) on this report.
Refer to Note 11 - Borrowings for additional information.
The table below presents the changes in our total available resources (cash and borrowings), debt-to-equity ratio, working capital, and other relevant information addressing our liquidity for the last five years:
($ in thousands) 2020 2019 2018(3) 2017(2)(3) 2016(2)Net Cash from Operating Activities$ (30,201) $ 24,607 $ 32,644 $ 23,851 $ 30,188 Total Resources (cash and borrowings) Cash and cash equivalents (unrestricted)$ 26,826 $ 12,135 $ 13,127 $ 13,668 $ 19,017 Unused borrowing facility 15,490 73,920 85,886 137,231 117,599 Restricted for capital projects(1) 9,377 13,952 30,318 62,280 62,024 Unrestricted capacity 6,113 59,968 55,568 74,951 55,575 Total resources at 12/31 42,316 86,055 99,013 150,899 136,616 Total unrestricted resources at 12/31 32,939 72,103 68,695 88,619 74,592 Debt-to-Equity Ratio Total contractual facility$ 300,449 $ 283,138 $ 252,929 $ 271,732 $ 266,134 Total debt (gross of deferred financing costs) 284,959 209,218 167,043 134,501 148,535 Current 42,299 37,380 30,393 8,109 567 Non-current 242,660 171,838 136,650 126,392 147,968 Finance lease liabilities 118 209 Total book equity 81,173 139,616 179,979 181,382 146,890 Debt-to-equity ratio 3.51 1.50 0.93 0.74 1.01 Changes in Working Capital Working capital (deficit)(4)$ (64,140) $ (84,138) $ (56,047) $ (47,294) $ 6,655 Current ratio 0.47 0.24 0.35 0.41 1.10 Capital Expenditures (including acquisitions)$ 16,759 $ 47,722 $ 56,827 $
76,708
(1)This relates to the construction facilities specifically negotiated for
(2)Certain 2017 and 2016 balances included the restatement impact as a result of a prior period financial statement correction of immaterial errors (see Note 2 - Summary of Significant Accounting Policies - Prior Period Financial Statement Correction of Immaterial Errors).
(3)See Note 2 - Summary of Significant Accounting Policies - Prior Period Financial Statement Correction of Immaterial Errors for the prior period adjustments for accounting for accrued sales tax deemed not material.
(4)Typically, our working capital is reported as a deficit, as we receive revenue from our cinema business ahead of the time that we have to pay our associated liabilities. We use the money we receive to pay down our borrowings in the first instance.
We manage our cash, investments, and capital structure to meet the short-term and long-term obligations of our business, while maintaining financial flexibility and liquidity. We forecast, analyze, and monitor our cash flows to enable investment and financing within the overall constraints of our financial strategy. Before the COVID-19 pandemic, our treasury management has been focused on aggressive cash management using cash balances to reduce debt and minimize interest expense. In the past, we used cash generated from operations and other excess cash to the extent not needed for any capital expenditures, to pay down our loans and credit facilities providing us some flexibility on our available loan facilities for future use and thereby, reducing interest charges. As a result of the COVID-19 pandemic, we chose to fully draw down on most of our lines of credit in order to provide liquidity for the Company during a time of minimal revenues.
Refer to Note 11 - Borrowings in the Consolidated Financial Statements for further details on our various borrowing arrangements.
AtDecember 31, 2020 , our consolidated cash and cash equivalents totaled$26.8 million . Of this amount,$7.7 million ,$6.3 million and$12.8 million were held by ourU.S. , Australian andNew Zealand operations, respectively. Due to the impact of COVID-19, we no longer intend to indefinitely reinvest offshore any earnings derived from our Australian andNew Zealand operations. - 61 - -------------------------------------------------------------------------------- We have historically funded our working capital requirements, capital expenditures and investments in individual properties primarily from a combination of internally generated cash flows and debt. During 2020 and into 2021 the need for such funding, apart from working capital, has been and will be substantially reduced, due to the COVID pandemic. The funding that has been required, has been funded from predominantly from cost reductions, debt and strategic asset sales. As noted in the preceding table, we had$6.1 million unused, unrestricted capacity of available corporate credit facilities atDecember 31, 2020 . The change in cash and cash equivalents for the three years endedDecember 31, 2020 is as follows: % Change 2020 vs. 2019 vs. (Dollars in thousands) 2020 2019 2018 2019 2018 Net cash provided by (used in) operating activities$ (30,201) $ 24,607 $ 32,645 (>100) % (25) % Net cash provided by (used in) investing activities (18,771) (51,929) (64,855) 64 % 20 % Net cash provided by (used in) financing activities 59,330 26,008 33,210 >100 % (22) % Impact of exchange rate on cash 4,333 322 (1,541) >100 % >100 % Net increase (decrease) in cash and cash equivalents$ 14,691 $ (992) $ (541) >100 % (83) % Operating Activities 2020 vs. 2019 Cash provided by operating activities for 2020 decreased by$54.8 million , to cash used of$30.2 million , primarily driven by a$61.5 million decrease in cash inflows from operating activities and a$6.4 million increase in cash inflows due to a decline in net operating assets.
Investing Activities
2020: The$18.8 million of cash used in investing activities was mainly related to$15.4 million spent on capital expenditures, primarily in theU.S. , with$10.1 million of that comprised mainly of the44 Union Square redevelopment and the Kahala refurbishment,$4.4 million inAustralia comprised mainly of the launch of Reading Cinemas at Jindalee, and$0.9 million inNew Zealand comprised mainly of the redevelopment of Courtenay Central and Manukau (which has now been sold). Financing Activities
2020: The cash provided by financing activities of
CONTRACTUAL OBLIGATIONS, COMMITMENTS AND CONTINGENCIES
The following table provides information with respect to the future maturities and scheduled principal repayments of our recorded contractual obligations and certain of our commitments and contingencies, either recorded or off-balance sheet, as ofDecember 31, 2020 : (Dollars in thousands) 2021 2022 2023 2024 2025 Thereafter Total Debt(1)$ 41,467 $ 24,309 $ 180,011 $ 296 $ 287 $ 7,792 $ 254,162 Operating leases, including imputed interest 33,328 33,388 32,579 30,692 28,521 144,402 302,910 Finance leases, including imputed interest 54 43 28 - - - 125 Subordinated debt(1) 840 711 747 585 - 27,913 30,796 Pension liability 684 684 684 684 684 1,312 4,732 Village East purchase option(2) - - 5,900 - - - 5,900 Estimated interest on debt(3) 10,161 7,579 5,386 1,552 1,500 2,147 28,323 Total$ 86,534 $ 66,713 $ 225,335 $ 33,809 $ 30,992 $ 183,566 $ 626,949
(1)Information is presented gross of deferred financing costs.
(2)Represents the lease liability of the option associated with the ground lease purchase of the Village East Cinema.
(3)Estimated interest on debt is based on the anticipated loan balances for future periods and current applicable interest rates.
Please refer to Note 13 - Commitments and Contingencies to the Consolidated Financial Statements included herein in Part II, Item 8 (Financial Statements and Supplementary Data) on this report for more information.
Litigation
We are currently involved in certain legal proceedings and, as required, have accrued estimates of probable and estimable losses for the resolution of these claims. - 62 -
-------------------------------------------------------------------------------- Where we are the plaintiffs, we expense all legal fees on an ongoing basis and make no provision for any potential settlement amounts until received. InAustralia , the prevailing party is usually entitled to recover its attorneys' fees, which recoveries typically work out to be approximately 60% of the amounts actually spent where first-class legal counsel is engaged at customary rates. Where we are a plaintiff, we have likewise made no provision for the liability for the defendant's attorneys' fees in the event we are determined not to be the prevailing party. Where we are the defendants, we accrue for probable damages that insurance may not cover as they become known and can be reasonably estimated. In our opinion, any claims and litigation in which we are currently involved are not reasonably likely to have a material adverse effect on our business, results of operations, financial position, or liquidity. It is possible, however, that future results of the operations for any particular quarterly or annual period could be materially affected by the ultimate outcome of the legal proceedings.
Please refer to Item 3 - Legal Proceedings for more information. There have been no material changes to our litigation, except as set forth in Note 13 - Commitments and Contingencies in the accompanying consolidated financial statements.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements or obligations (including contingent obligations) that have, or are reasonably likely to have, a current or future material effect on our financial condition, changes in the financial condition, revenue or expense, results of operations, liquidity, capital expenditures or capital resources. FINANCIAL RISK MANAGEMENT
Currency and Interest Rate Risk
Our Company's objective in managing exposure to foreign currency and interest rate fluctuations is to reduce volatility of earnings and cash flows in order to allow management to focus on core business issues and challenges. Historically, we have managed our currency exposure by creating, whenever possible, natural hedges inAustralia and New Zealand . This involves local country sourcing of goods and services, as well as borrowing in local currencies to match revenues and expenses. We have also historically paid management fees to theU.S. to cover a portion of our domestic overhead. The fluctuations of the Australian andNew Zealand currencies, however, may impact our ability to rely on such funding for ongoing support of our domestic overhead. Our exposure to interest rate risk arises out of our long-term floating-rate borrowings. To manage the risk, we utilize interest rate derivative contracts to convert certain floating-rate borrowings into fixed-rate borrowings. It is our Company's policy to enter into interest rate derivative transactions only to the extent considered necessary to meet its objectives as stated above. Our Company does not enter into these transactions or any other hedging transactions for speculative purposes. Inflation We continually monitor inflation and the effects of changing prices. Inflation increases the cost of goods and services used. Competitive conditions in many of our markets restrict our ability to recover fully the higher costs of acquired goods and services through price increases. We attempt to mitigate the impact of inflation by implementing continuous process improvement solutions to enhance productivity and efficiency and, as a result, lower costs and operating expenses. The effects of inflation have not had a material impact on our operations and the resulting financial position or liquidity. - 63 -
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CRITICAL ACCOUNTING ESTIMATES
We believe that the application of the following accounting policies requires significant judgments and estimates in the preparation of our Consolidated Financial Statements and hence, are critical to our business operations and the understanding of our financial results:
Impairment of Long-Lived Assets, Including Goodwill and Intangible Assets
We review long-lived assets, including goodwill and intangibles, for impairment as part of our annual budgeting process, at the beginning of the fourth quarter, and whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable. (i)Impairment of Long-lived Assets (other thanGoodwill and Intangible Assets with indefinite lives) - we evaluate our long-lived assets and finite-lived intangible assets using historical and projected data of cash flows as our primary indicator of potential impairment and we take into consideration the seasonality of our business. If the sum of the estimated, undiscounted future cash flows is less than the carrying amount of the asset, then an impairment is recognized for the amount by which the carrying value of the asset exceeds its estimated fair value based on an appraisal or a discounted cash flow calculation. For certain non-income producing properties or for those assets with no consistent historical or projected cash flows, we obtain appraisals or other evidence to evaluate whether there are impairment indicators for these assets.
(ii)Impairment ofGoodwill and Intangible Assets with indefinite lives - goodwill and intangible assets with indefinite useful lives are not amortized, but instead, tested for impairment at least annually on a reporting unit basis. The impairment evaluation is based on the present value of estimated future cash flows of each reporting unit plus the expected terminal value. There are significant assumptions and estimates used in determining the future cash flows and terminal value. The most significant assumptions include our cost of debt and cost of equity assumptions that comprise the weighted average cost of capital for each reporting unit. Accordingly, actual results could vary materially from such estimates.
No impairment losses were recorded for goodwill and indefinite-lived intangible
assets for the years ended
Business Combination
In recent years, our business acquisition efforts have been focused on our real estate segment, however in 2019 we acquired two cinema businesses inTasmania, Australia . For acquisitions meeting the definition of a "business" in accordance with ASC 805, Business Combinations, the assets acquired and the liabilities assumed are recorded at their fair values as of the acquisition date. To accomplish this, we typically obtain third party valuations to allocate the purchase price to the assets acquired and liabilities assumed, including both tangible and intangible components. The determination of the fair values of the acquisition components and its related determination of the estimated lives of depreciable tangible assets and amortizing intangible assets/liabilities require significant judgment and several considerations, as described in more detail under the heading "Business Acquisition Valuation and Purchase Price Allocation" in Note 2 - Summary of Significant Accounting Policies to the Consolidated Financial Statements.
Recognition of Gift Card Breakage Income
Generally, our revenue recognition is not assessed as an area requiring significant judgment or estimation. Revenues from ticket and food and beverage sales are recognized when the service is provided - that is when the show has commenced, or the food has been provided. Transaction fees from online sales are recorded at the time of the online transaction. In regard to our real estate business, we execute lease contracts for existing tenancies, but revenue is recognized on a straight-line basis over the lease term. OnJanuary 1, 2018 , we adopted the new accounting standard ASC 606 Revenue from Contracts with Customers using the modified retrospective method. This adoption is described in detail in the section Note 2 - Summary of Significant Accounting Policies - Accounting Changes, along with our policies for accounting for gift card breakage income.
Tax Valuation Allowance and Deferred Taxes
We record our estimated future tax benefits and liabilities arising from the temporary differences between the tax basis of assets and liabilities and amounts reported in the accompanying consolidated balance sheets, as well as operating loss carryforwards. In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results and incorporate assumptions - 64 - -------------------------------------------------------------------------------- about the amount of future federal, state, and foreign pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require the use of significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income (loss). As ofDecember 31, 2020 , we had recorded approximately$50.4 million of deferred tax assets (net of$62.3 million deferred tax liabilities) related to the temporary differences between the tax bases of assets and liabilities and amounts reported in the accompanying consolidated balance sheets, as well as operating loss carryforwards and tax credit carryforwards. These deferred tax assets were offset by a valuation allowance of$47.1 million resulting in a net deferred tax asset of$3.4 million . The recoverability of deferred tax assets is dependent upon our ability to generate future taxable income.
Contingencies
For loss contingencies, we record any loss contingencies when there is a probable likelihood that the liability has been incurred and the amount of the loss can be reasonably estimated.
For other contingencies,
(i)for recoveries through an insurance claim, we record a recoverable asset (not to exceed the amount of the total losses incurred) only when the collectability of such claim is considered probable. To evaluate the probable collectability of an insurance claim, we consider communications with our insurance company.
(ii)for gain contingencies resulting from legal settlements, we record those settlements in our consolidated statements of operations when cash or other forms of payments are received.
Legal contingencies
From time to time, we are involved with claims and lawsuits arising in the ordinary course of our business that may include contractual obligations, insurance claims, tax claims, employment matters, and anti-trust issues, among other matters. We provide accruals for matters that have probable likelihood of occurrence and can be properly estimated as to their expected negative outcome. We do not record expected gains until the proceeds (either in cash or other forms of payments) are received by us. Please refer to Note 13 - Commitments and Contingencies to the Consolidated Financial Statements included herein in Part II, Item 8 (Financial Statements and Supplementary Data) on this report for more information on legal matters. For a summary of our significant accounting policies, including the critical accounting estimates discussed above, see Note 2 to the Consolidated Financial Statements included herein in Part II, Item 8 (Financial Statements and Supplementary Data) on this report.
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