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Impact Of COVID-19 Pandemic And Liquidity
9 Months Ended
Sep. 30, 2020
Impact Of COVID-19 Pandemic And Liquidity [Abstract]  
Impact Of COVID-19 Pandemic And Liquidity

Note 3 – Impact of COVID-19 Pandemic and Liquidity

On March 11, 2020, the World Health Organization (“WHO”) declared the novel coronavirus, COVID-19, a global pandemic. Following the date of this declaration, a number of jurisdictions imposed various restrictions on “non-essential” activities. In the jurisdictions in which we operate, these restrictions typically included closure of all business deemed “non-essential” (including movie-theaters and most other indoor forms of entertainment), and that all “non-essential” workers, and all members of the public, remain in their homes. As a result, beginning in March 2020 and continuing through and beyond the end of the first quarter of 2020, we temporarily closed all of our live theatres and cinema operations in the U.S., Australia and New Zealand. Operating restrictions adopted in Australia and New Zealand also affected, and to varying degrees continue to affect, many of our tenants at our retail shopping centers. While most of these tenants have, to date, remained open for trading, we have in many cases agreed to rent abatements or deferrals.

In the second and third quarters of 2020, several jurisdictions began relaxing COVID-19 restrictions, but principally due to pressure on their economies, rather than material containment of COVID-19. Conversely, certain jurisdictions are to varying degrees reinstating their lockdowns due to the resurgence of COVID-19. Even where businesses have been allowed to reopen, operational limitations on density, hours of operation, and other operating factors, and public concern about interacting with third parties, have prevented a return to normal operations. These periodic closures and limitations on operating activities are expected to continue until the COVID-19 spread is considered materially contained. There is no reliable estimate as to when this will be.

Cinema Segment Impact

As of the date of this Report, we had reopened all of the cinemas in our New Zealand circuit except for our Reading Cinemas at Courtenay Central (which continues to be closed due to seismic concerns), with social distancing measures in place. Government imposed social distancing requirements were discontinued in New Zealand on June 8, 2020. In June and July, 2020, we reopened all of our Australia circuit with social distancing measures in place, but as the state of Victoria went from partial lockdown to full lockdown on July 8, 2020, six of our locations were required to close as of this date, with the seventh location subsequently required to close as of August 5, 2020. This situation in Australia is still in place, although there are indications that the lockdown in Victoria is easing. As of the date of this Report, 13 of our U.S. cinemas have reopened with social distancing measures in place and 11 U.S. cinemas remain temporarily closed. No reopening dates have been determined for these remaining cinemas.

COVID-19 has and continues to adversely impact our business not only as a result of government mandated closures, but also by reducing our seating capacities, increasing our costs of operation due to the need for the implementation of enhanced cleaning protocols, deterring potential customers from sharing entertainment spaces with third parties, and deterring film distributors from releasing their films to exhibitors. Even if legally permitted to reopen, our decisions to reopen particular theaters, and whether to have those theaters remain open, will be impacted by a variety of considerations including movie availability, customer demand, and safety considerations relative to our staff and customers.

Real Estate Segment Impact

Most of the rentable retail portions of our Courtenay Central location continue to be closed since January 2019 due to seismic concerns. All of our tenants in our New Zealand real estate business are currently open for trading. Substantially all of our tenants in our Australian real estate business are currently open for trading. We have, to varying degrees, supported certain tenants with rent abatements and deferrals, and may continue to do so until we believe that such tenants are in a position to fully perform their obligations despite COVID-19 impacts. In the U.S., the majority of our real estate income is generated by rental revenue from our live theatres which, as of the date of this Report, are closed to the public due to COVID-19.

Liquidity Impact

The repercussions of COVID-19 resulted in a significant decrease in our Company’s revenues and earnings in the first nine months of 2020. The closure of our global cinemas resulted in effectively no revenue in the second quarter of 2020. And, with respect to the third quarter of 2020, our Company has continued to experience significantly reduced Company revenues and as a result, operating losses due to (i) the continuing closure of certain cinemas due to government mandates as a result of COVID-19, (ii) the major studios postponing or removing their tentpole movies from the global 2020 release calendar as a direct result of COVID-19, (iii) increased operating costs due to COVID-19 safety protocols, and (iv) reduced attendance due to potential audience hesitance to engage socially with third parties and/or a lack of compelling movies scheduled at reopened theaters. These third quarter losses were partially offset by revenues related to our 9 New Zealand cinemas that were open (without social distancing restrictions), our 16 Australian cinemas that were open (with social distancing restrictions), which did not include those in Australia’s State of Victoria, and the 13 out of 24 U.S. cinemas that were open (with social distancing restrictions). As a result of the conditions described in (ii), (iii) and (iv) above, even in markets where we have been permitted to reopen, we have, in many cases, not been able to operate profitably at the theater level.

With regards to our real estate operations, while all of our New Zealand and Australian real estate tenants are currently trading (other than certain tenants who have closed for reasons unrelated to COVID-19), our real estate revenue and earnings may continue to be affected by any rent relief that we may deem necessary to provide to certain tenants experiencing impacts from COVID-19.

As of September 30, 2020, our Company had negative working capital of $74.8 million. In response to the issues associated with COVID-19, our Company has taken, and continues to take, significant proactive steps to preserve cash by:

(i)Completing arrangements with substantially all of our third-party landlords, which arrangements have resulted in both abatements and deferrals of our occupancy costs;

(ii)As the impacts of COVID-19 extend longer than anticipated, the Company is negotiating with such third-party landlords to further extend into the 2021 period and beyond such abatement and/or deferrals of occupancy costs and related repayment terms;

(iii)Terminating most hourly cinema employees in the U.S.;

(iv)Reducing the hours of certain other employees;

(v)Implementing a hiring freeze across our home offices in Culver City, New York City, Melbourne (Australia) and Wellington (New Zealand);

(vi)Eliminating non-essential operating costs;

(vii)Deferring, to the extent practicable, certain operating expenses, such as utility costs; and

(viii)Deferring, to the extent practicable, all non-essential capital expenditures.

Our Company secured access to government wage subsidy programs in Australia and New Zealand. The Australian wage subsidy program expires on December 31, 2020, after which a further application can be made for the first quarter of 2021. No assurances can be given that we will qualify for this scheme in the first quarter of 2021, or if our application will be successful. The New Zealand program expired on August 25, 2020. Our Company continues to review various programs offered by governmental agencies in the jurisdictions where it operates as those programs are further defined or revised, but there can be no assurances that our Company will qualify for any such programs or, even if it does qualify, the degree that it may be successful in its applications for such support.

In addition, during the third quarter of 2020, Management lodged an application to carry back certain operating losses under the recently enacted CARES Act. The CARES Act permits net operating losses generated from tax years 2018 through 2020 to be carried back five years. During the third quarter of 2020, the Company filed its 2019 federal income tax return and carried back the net operating losses generated in 2019 to offset taxable income from tax years 2015 and 2016. The CARES Act also permits corporate taxpayers to claim in full any previously unrefunded alternative minimum tax credit in the 2019 tax year. This claim was made with our Company’s 2019 federal income tax return. The carryback of the 2019 net operating loss and the refund claim for 100% of the remaining alternative minimum tax credit will result in a tax refund of approximately $5.1 million receivable at September 30, 2020.

To address the impacts of COVID-19 on our liquidity, we have renegotiated certain financial covenant modifications with our applicable lenders. These modifications permit us to classify the relevant debt instruments as long term and are further discussed below in Note 11 – Debt. As of March 31, 2020, Management had drawn down in full the operating debt facilities available to our Company. As of September 30, 2020, all of our Company’s facilities remain fully drawn with the exception of the Bank of America Credit Facility which has $5.8 million of capacity available, as detailed in Note 11 – Debt. Our Company’s use of these funds is in some ways limited due to limitations on the repatriation of funds from Australia and New Zealand to the United States and limitations on our use of the proceeds from our $55.0 million Bank of America Credit Facility for purposes unrelated to our U.S. cinema activities.

Management continues to explore and pursue additional sources of liquidity and means of preserving existing liquidity, including but not limited to,

Completing the refinancing of certain loans before the conclusion of 2020, to provide additional cash and extend maturity dates;

Raising of additional debt finance using certain unencumbered real estate assets;

Deferring capital expenditures;

Potential sale of certain non-core real estate assets, or sale of interests in such assets;

Further negotiations with landlords regarding rent abatements and payment deferrals;

The use of creative exhibition structures (such as auditorium rentals, private screenings for movies or gaming experiences) to bring people back to our auditoriums; and

Pursuit of additional benefits under various state and government COVID-19 relief legislation.

Management continues to evaluate the assertion required by ASC 205-40 Going Concern as it relates to our Company, including its operations in its various individual operating jurisdictions: U.S., Australia and New Zealand. Management’s evaluation is informed by current liquidity positions, cash flow estimates, known capital and other expenditure requirements and commitments and Management’s current business plan and strategies. Our Company’s business plan - two businesses (real estate and cinema) in three countries (Australia, New Zealand and the U.S.) - has served us well since the onset of COVID-19 and is key to Management’s overall evaluation of ASC 205-40 Going Concern.

Based on Management’s evaluation of ASC 205-40 Going Concern and the current conditions and events, considered in the aggregate, and Management’s various plans for enhancing its liquidity, Management has concluded that it is probable that our Company will be able to continue as a going concern for at least twelve months following the issuance of our financial statements.

Management’s forecasts and cash flow estimates are based on the current expectation that the global cinema industry will begin to recover in 2021, but this forecast relies upon, among other things, the elimination of governmental restrictions on the reopening of cinemas, the resumption of release of tentpole movies, and confidence of moviegoers in the safety protocols established by the global cinema industry. These named factors are both out of Management’s control and are material, individually and in the aggregate, to the realization of Management’s forecasts and expectations throughout the period of COVID-19. Management recognizes that in times of domestic or global economic turmoil, including COVID-19, our estimates and judgments with respect to these cash flow estimates are subject to greater uncertainty than in more stable periods. The forecasts are inherently uncertain and have required us to make estimates and judgements regarding the extent to which COVID-19 will continue to affect the cinema industry.

Management reviewed its significant cinema and real estate operations in Australia and New Zealand, two geographies that have experienced relatively more success in controlling COVID-19 than the U.S. As of September 30, 2020, substantially all of our cinema operations and real estate operations had resumed in Australia and New Zealand. However, the cash flow of our Australian and New Zealand cinemas has been diminished by the temporary determinations by the major studios to delay the global release of tentpole movies because key cinema markets in the U.S. (i.e. New York City and Los Angeles) remain closed. Our Australian real estate’s revenue generation abilities are less affected by COVID-19, and aside from the issuance of rental abatements and deferrals to certain tenants, our portfolio continues to generate near-to-expected cash flows. In addition, we hold in New Zealand unencumbered high value assets that, if required to, could be leveraged or sold to meet our expected obligations as they fall due.

In order to alleviate doubt that the Company will be able to generate sufficient cash flows within the twelve month period after the issuance of these financial statements to meet its obligations as they become due, Management has in place various specific plans to meet such obligations. Firstly, construction having been completed (except for punch list items) and a temporary certificate having been issued, Management is implementing our business plan to refinance the construction loan on our 44 Union Square building in New York City (the “Union Square Refinancing Plan”) to free up cash for other purposes. The Union Square Refinancing Plan has been a key part of the three-year real estate business strategy presented to our Board of Directors annually since 2018.  In August 2020, Management engaged and instructed an experienced New York based mortgage broker to source and complete such takeout financing. Although no assurances can be given, based on current facts and circumstances, including, without limitation, recent appraisals and consultation with our mortgage broker, Management is confident that this takeout financing will be completed before the end of the first quarter 2021, on satisfactory terms.

As a backup to the Union Square Financing Plan, Management’s contingency plans include discussions with the current construction lender for 44 Union Square, to exercise its second one-year option on the existing construction loan. Taking into account that we are experiencing domestic and global times of uncertainty due to COVID-19, Management will, additionally, if necessary, rely on backup plans to borrow against or sell certain unencumbered real estate assets. Based on (i) recent appraisals, (ii) expressions of interest received from unsolicited potential purchasers and (iii) our understanding of the potential time frames to complete potential financing or sale transactions, Management believes that, in the aggregate, these contingency plans further alleviate the uncertainty about our ability to meet our obligations as they come due, for at least twelve months from the date these financial statements are issued.

In conclusion, as of the date of issuance of these financial statements, based on Management’s evaluation of ASC 205-40 Going Concern and the current conditions and events, considered in the aggregate, and Management’s various plans for enhancing its liquidity, Management concludes that substantial doubt about our Company’s ability to continue as a going concern has been alleviated by Management’s plans.

Impairment Considerations

Our Company considers that the events and factors described above constitute impairment indicators under ASC 360 Property, Plant and Equipment. Our Company performed a quantitative recoverability test of the carrying values of all of its asset groups. Our Company estimated the undiscounted future cash flows expected to result from the use of these asset groups and determined that there was no impairment as of September 30, 2020. The cash flow estimates used in this review are consistent with budgetary revisions performed by Management in response to COVID-19 and the developing market conditions. The realization of these forecasts is dependent on a number of variables and conditions, many of which are subject to the uncertainties associated with COVID-19 and as a result, actual results may materially differ from Management’s estimates.

Our Company also considers that the events and factors described above constitute impairment indicators under ASC 350 Intangibles – Goodwill and Other. Our Company performed a quantitative goodwill impairment test and determined that its goodwill was not impaired as of September 30, 2020. The test was performed at a reporting unit level by comparing each reporting unit’s carrying value, including goodwill, to its fair value. The fair value of each reporting unit was assessed using a discounted cash flow model based on the budgetary revisions performed by Management in response to COVID-19 and the developing market conditions. The realization of these forecasts is dependent on a number of variables and conditions, many of which are subject to the uncertainties associated with COVID-19 and as a result, actual results may materially differ from Management’s estimates.