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INVESTMENTS
6 Months Ended
Jun. 30, 2013
INVESTMENTS  
INVESTMENTS

NOTE 4—INVESTMENTS

        Investments in non-consolidated affiliates and certain other investments accounted for following the equity method generally include all entities in which the Company or its subsidiaries have significant influence, but not more than 50% voting control, and are recorded in the Consolidated Balance Sheets in other long-term assets. Investments in non-consolidated affiliates as of June 30, 2013, include a 15.52% interest in NCM, a 50% interest in two U.S. theatres and one IMAX screen, a 29% interest in Digital Cinema Implementation Partners, LLC ("DCIP"), and a 50% interest in Open Road Releasing, LLC, operator of Open Road Films, LLC ("ORF"). Indebtedness held by equity method investees is non-recourse to the Company.

        RealD Inc. Common Stock.    The Company holds an investment in RealD Inc. common stock, which is accounted for as an equity security, available for sale, and is recorded in the Consolidated Balance Sheets in other long-term assets at fair value (Level 1).

Equity in Earnings of Non-Consolidated Entities

        Condensed financial information of our non-consolidated equity method investments is shown below. Amounts are presented under U.S. GAAP for the periods of ownership by the Company.

 
  Three Months Ended June 30, 2013  
(In thousands)
  NCM   DCIP   ORF   Other   Total  

Revenues

  $ 122,800   $ 45,022   $ 36,257   $ 4,070   $ 208,149  

Operating costs and expenses

    81,700     42,566     14,479     3,426     142,171  
                       

Net earnings (loss)

  $ 41,100   $ 2,456   $ 21,778   $ 644   $ 65,978  
                       


 

 
  Thirteen Weeks Ended June 28, 2012  
(In thousands)
  NCM   DCIP   ORF   Other   Total  

Revenues

  $ 110,100   $ 42,175   $ 32,900   $ 8,449   $ 193,624  

Operating costs and expenses

    108,300     32,973     24,500     9,215     174,988  
                       

Net earnings (loss)

  $ 1,800   $ 9,202   $ 8,400   $ (766 ) $ 18,636  
                       


 

 
  Six Months Ended June 30, 2013  
(In thousands)
  NCM   DCIP   ORF   Other   Total  

Revenues

  $ 205,000   $ 88,077   $ 101,434   $ 6,936   $ 401,447  

Operating costs and expenses

    158,300     73,813     87,334     6,963     326,410  
                       

Net earnings (loss)

  $ 46,700   $ 14,264   $ 14,100   $ (27 ) $ 75,037  
                       


 

 
  Twenty-six Weeks Ended June 28, 2012  
(In thousands)
  NCM   DCIP   ORF   Other   Total  

Revenues

  $ 189,200   $ 79,978   $ 68,596   $ 16,696   $ 354,470  

Operating costs and expenses

    184,200     64,005     60,716     18,285     327,206  
                       

Net earnings (loss)

  $ 5,000   $ 15,973   $ 7,880   $ (1,589 ) $ 27,264  
                       

        The components of the Company's recorded equity in earnings of non-consolidated entities are as follows:

(In thousands)
  Three Months
Ended
June 30, 2013
  Thirteen Weeks
Ended
June 28, 2012
  Six Months
Ended
June 30, 2013
  Twenty-six Weeks
Ended
June 28, 2012
 
 
  (Successor)
  (Predecessor)
  (Successor)
  (Predecessor)
 

National CineMedia, LLC

  $ 8,577   $ 446   $ 8,699   $ 9,533  

Digital Cinema Implementation Partners, LLC

    4,045     2,809     7,827     4,947  

Open Road Releasing, LLC

    10,269     4,200     7,050     3,940  

Other

    383     1,298     244     1,028  
                   

The Company's recorded equity in earnings

  $ 23,274   $ 8,753   $ 23,820   $ 19,448  
                   

        DCIP Transactions.    As of June 30, 2013 and December 31, 2012, the Company had recorded $683,000 and $736,000 respectively, of amounts due from DCIP related to equipment purchases made on behalf of DCIP for the installation of digital projection systems. After the projectors are installed and the Company is reimbursed for its installation costs, the Company will make capital contributions to DCIP for projector and installation costs in excess of an agreed upon cap ($68,000 per system for digital conversions and $44,000 for new build locations). The Company pays equipment rent monthly and records the equipment rental expense on a straight-line basis over 12 years, including scheduled escalations of rent to commence after six and one-half years from the inception of the agreement. The difference between the cash rent and straight-line rent is recorded to deferred rent, a long-term liability account. As of June 30, 2013 and December 31, 2012, the Company had recorded $4,681,000 and $1,810,000 of deferred rent liability, respectively. The Company recorded digital equipment rental expense for continuing operations of $2,662,000 and $2,139,000 during the three months ended June 30, 2013 and the thirteen weeks ended June 28, 2012, respectively. The Company recorded digital equipment rental expense for continuing operations of $5,369,000 and $4,004,000 during the six months ended June 30, 2013 and the twenty-six weeks ended June 28, 2012, respectively.

        Open Road Films Transactions.    As of June 30, 2013 and December 31, 2012, the Company had recorded $1,831,000 and $1,950,000 of amounts due from Open Road Films and has recorded $61,000 and $326,000 of amounts payable for film rentals, respectively. The Company has incurred approximately $1,600,000 and $1,100,000 in gross film exhibition costs on titles distributed by Open Road Films during the three months ended June 30, 2013 and the thirteen weeks ended June 28, 2012, respectively. The Company has incurred approximately $8,700,000 and $6,100,000 in gross film exhibition costs on titles distributed by Open Road Films during the six months ended June 30, 2013 and the twenty-six weeks ended June 28, 2012, respectively.

        NCM Transactions.    Effective June 7, 2013, NCM issued 5,315,837 common membership units to another founding member due to an acquisition, which caused a decrease in the Company's ownership share from 16.29% to 15.59%. As of June 30, 2013, the Company owns 19,052,770 common membership units, or a 15.52% interest, in NCM. As a founding member, the Company has the ability to exercise significant influence over the governance of NCM, and, accordingly accounts for its investment following the equity method. The estimated fair market value of the units in NCM was approximately $321,801,000, based on the publically quoted price per share of NCM, Inc. on June 28, 2013 of $16.89 per share.

        The Company recorded the following transactions with NCM:

(In thousands)
  June 30, 2013   December 31, 2012  
 
  (Successor)
  (Successor)
 

Due from NCM for on-screen advertising revenue

  $ 2,887   $ 1,978  

Due to NCM for Exhibitor Services Agreement

    2,908     2,021  


 

(In thousands)
  Three Months
Ended
June 30, 2013
  Thirteen Weeks
Ended
June 28, 2012
  Six Months
Ended
June 30, 2013
  Twenty-six Weeks
Ended
June 28, 2012
 
 
  (Successor)
  (Predecessor)
  (Successor)
  (Predecessor)
 

Net NCM screen advertising revenues

  $ 8,495   $ 6,643   $ 16,572   $ 13,064  

NCM beverage advertising expense

    3,773     3,483     6,721     6,837  

        The Company recorded the following changes in the carrying amount of its investment in NCM and equity in earnings of NCM during the six months ended June 30, 2013:

(In thousands)
  Investment in
NCM(1)
  Deferred
Revenue(2)
  Other
Comprehensive
(Income)
  Cash
Received
  Equity in
(Earnings)
  Advertising
(Revenue)
 

Ending balance December 31, 2012

  $ 245,047   $ (318,154 ) $ (797 )                  

Receipt of common units

    26,315     (26,315 )                      

Receipt of excess cash distributions

    (8,749 )         $ 8,749   $   $  

Amortization of deferred revenue

        7,136                 (7,136 )

Unrealized gain from cash flow hedge

    700         (700 )            

Change in interest gain(3)

    2,716                 (2,716 )    

Equity in earnings(4)

    7,365                 (7,365 )    

Equity in loss from amortization of basis difference(5)

    (1,382 )               1,382      
                           

For the period ended or balance as of June 30, 2013

  $ 272,012   $ (337,333 ) $ (1,497 ) $ 8,749   $ (8,699 ) $ (7,136 )
                           

(1)
As of the date of the Merger, August 30, 2012, the Company's investment in NCM consisted of a single investment tranche (Tranche 1 Investment) consisting of 17,323,782 membership units recorded at fair value (Level 1). As a result of the Rave theatre acquisitions in December of 2012, and as provided under the Common Unit Adjustment Agreement dated as of February 13, 2007, the Company received 1,728,988 additional NCM common membership units in calendar 2013 valued at $26,315,000 and is recorded in a new tranche, (Tranche 2 Investment).

(2)
Represents the unamortized portion of the Exhibitor Services Agreement ("ESA") modifications payment received from NCM. Such amounts are being amortized to revenues over the remainder of the 30 year term of the ESA ending in 2036, using a units-of-revenue method, as described in ASC 470-10-35 (formerly EITF 88-18, Sales of Future Revenues). In connection with the Merger on August 30, 2012, the deferred revenue amounts related to the ESA were adjusted to estimated fair value.

(3)
A non-cash gain was recorded to adjust our investment balance due to NCM's issuance of 5,315,837 common membership units to another founding member, at a price per share in excess of the Company's average carrying amount per share.

(4)
Represents percentage of ownership equity in earnings on both Tranche 1 and Tranche 2 Investments.

(5)
Certain differences between the Company's carrying value and the Company's share of NCM's membership equity have been identified and are amortized to equity in earnings over the respective lives of the assets and liabilities.