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INVESTMENTS
9 Months Ended
Sep. 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 September 30, 2013, include a 15.44% 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 the Company's non-consolidated equity method investments for the three months ended September 30, 2013, the period June 29, 2012 through August 30, 2012, and the period August 31, 2012 through September 27, 2012 is shown below:

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

Revenues

  $ 135,100   $ 46,321   $ 24,405   $ 5,378   $ 211,204  

Operating costs and expenses

    83,300     29,792     21,219     5,257     139,568  
                       

Net earnings

  $ 51,800   $ 16,529   $ 3,186   $ 121   $ 71,636  
                       


 

 
  From Inception August 31, 2012 through September 27, 2012  
(In thousands)
  NCM   DCIP   ORF   Other   Total  

Revenues

  $ 22,200   $ 13,598   $ 21,311   $ 2,572   $ 59,681  

Operating costs and expenses

    21,200     11,903     29,177     3,043     65,323  
                       

Net earnings (loss)

  $ 1,000   $ 1,695   $ (7,866 ) $ (471 ) $ (5,642 )
                       


 

 
  June 29, 2012 through August 30, 2012  
(In thousands)
  NCM   DCIP   ORF   Other   Total  

Revenues

  $ 121,500   $ 29,385   $ 9,663   $ 6,231   $ 166,779  

Operating costs and expenses

    59,600     22,405     30,895     5,605     118,505  
                       

Net earnings (loss)

  $ 61,900   $ 6,980   $ (21,232 ) $ 626   $ 48,274  
                       

        Condensed financial information of the Company's non-consolidated equity method investments for the nine months ended September 30, 2013, the period December 30, 2011 through August 30, 2012, and the period August 31, 2012 through September 27, 2012 is shown below:

 
  Nine Months Ended September 30, 2013  
(In thousands)
  NCM   DCIP   ORF   Other   Total  

Revenues

  $ 340,100   $ 134,398   $ 125,839   $ 12,314   $ 612,651  

Operating costs and expenses

    241,600     103,605     108,553     12,220     465,978  
                       

Net earnings

  $ 98,500   $ 30,793   $ 17,286   $ 94   $ 146,673  
                       


 

 
  From Inception August 31, 2012 through September 27, 2012  
(In thousands)
  NCM   DCIP   ORF   Other   Total  

Revenues

  $ 22,200   $ 13,598   $ 21,311   $ 2,572   $ 59,681  

Operating costs and expenses

    21,200     11,903     29,177     3,043     65,323  
                       

Net earnings (loss)

  $ 1,000   $ 1,695   $ (7,866 ) $ (471 ) $ (5,642 )
                       


 

 
  December 30, 2011 through August 30, 2012  
(In thousands)
  NCM   DCIP   ORF   Other   Total  

Revenues

  $ 310,700   $ 109,363   $ 78,259   $ 22,927   $ 521,249  

Operating costs and expenses

    243,800     86,410     91,611     23,890     445,711  
                       

Net earnings (loss)

  $ 66,900   $ 22,953   $ (13,352 ) $ (963 ) $ 75,538  
                       

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

 
  Three Months Ended   Nine Months Ended  
(In thousands)
  Three
Months
Ended
September 30,
2013
  From
Inception
August 31,
2012
through
September 27,
2012
   
  June 29, 2012
through
August 30,
2012
  Nine Months
Ended
September 30,
2013
  From
Inception
August 31,
2012
through
September 27,
2012
   
  December 30,
2011 through
August 30,
2012
 
 
  (Successor)
  (Successor)
   
  (Predecessor)
  (Successor)
  (Successor)
   
  (Predecessor)
 

National CineMedia, LLC

  $ 7,218   $ 116       $ 7,027   $ 15,917   $ 116       $ 16,560  

Digital Cinema Implementation Partners, LLC

    5,159     541         2,132     12,986     541         7,079  

Open Road Releasing, LLC

    1,600     (3,933 )       (10,616 )   8,650     (3,933 )       (6,676 )

Other

    346     (102 )       249     590     (102 )       1,277  
                                   

The Company's recorded equity in earnings (losses)

  $ 14,323   $ (3,378 )     $ (1,208 ) $ 38,143   $ (3,378 )     $ 18,240  
                                   

        DCIP Transactions.    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.

        The Company recorded the following transactions with DCIP:

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

Due from DCIP for equipment purchases

  $ 730   $ 736  

Deferred rent liability for digital projectors

    6,241     1,810  


 

 
  Three Months Ended   Nine Months Ended  
(In thousands)
  Three
Months
Ended
September 30,
2013
  From
Inception
August 31,
2012
through
September 27,
2012
   
  June 29, 2012
through
August 30,
2012
  Nine Months
Ended
September 30,
2013
  From
Inception
August 31,
2012
through
September 27,
2012
   
  December 30,
2011 through
August 30,
2012
 
 
  (Successor)
  (Successor)
   
  (Predecessor)
  (Successor)
  (Successor)
   
  (Predecessor)
 

Digital equipment rental expense (continuing operations)

  $ 2,886   $ 377       $ 1,485   $ 8,255   $ 377       $ 5,489  

        Open Road Films Transactions.    The Company recorded the following transactions with Open Road Films:

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

Due from Open Road Films

  $ 2,322   $ 1,950  

Film rent payable to Open Road Films

    373     326  


 

 
  Three Months Ended   Nine Months Ended  
(In thousands)
  Three
Months
Ended
September 30,
2013
  From
Inception
August 31,
2012
through
September 27,
2012
   
  June 29, 2012
through
August 30,
2012
  Nine Months
Ended
September 30,
2013
  From
Inception
August 31,
2012
through
September 27,
2012
   
  December 30,
2011 through
August 30,
2012
 
 
  (Successor)
  (Successor)
   
  (Predecessor)
  (Successor)
  (Successor)
   
  (Predecessor)
 

Gross film exhibition cost on Open Road Films

  $ 1,800   $ 2,223       $ 448   $ 10,500   $ 2,223       $ 6,550  

        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 September 30, 2013, the Company owns 19,052,770 common membership units, or a 15.44% 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 $359,335,000, based on the publically quoted price per share of NCM, Inc. on September 30, 2013 of $18.86 per share.

        The Company recorded the following transactions with NCM:

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

Due from NCM for on-screen advertising revenue

  $ 1,479   $ 1,978  

Due to NCM for Exhibitor Services Agreement

    2,161     2,021  


 

 
  Three Months Ended   Nine Months Ended  
(In thousands)
  Three
Months
Ended
September 30,
2013
  From
Inception
August 31,
2012
through
September 27,
2012
   
  June 29, 2012
through
August 30,
2012
  Nine Months
Ended
September 30,
2013
  From
Inception
August 31,
2012
through
September 27,
2012
   
  December 30,
2011 through
August 30,
2012
 
 
  (Successor)
  (Successor)
   
  (Predecessor)
  (Successor)
  (Successor)
   
  (Predecessor)
 

Net NCM screen advertising revenues

  $ 8,435   $ 2,201       $ 5,088   $ 25,007   $ 2,201       $ 18,152  

NCM beverage advertising expense

    3,604     577         2,843     10,325     577         9,680  

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

(In thousands)
  Investment in
NCM(1)
  Exhibitor
Services
Agreement(2)
  Other
Comprehensive
(Income)
  Cash
Received
  Equity in
(Earnings)
Loss
  Advertising
(Revenue)
 
 
  (Successor)
  (Successor)
  (Successor)
  (Successor)
  (Successor)
  (Successor)
 

Ending balance December 31, 2012

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

Receipt of common units

    26,315     (26,315 )                      

Receipt of excess cash distributions

    (16,896 )         $ 16,896   $   $  

Amortization of deferred revenue

        10,846                 (10,846 )

Unrealized gain from cash flow hedge

    1,101         (1,101 )            

Change in interest gain(3)

    2,716                 (2,716 )    

Equity in earnings(4)

    15,383                 (15,383 )    

Equity in loss from amortization of basis difference(5)

    (2,182 )               2,182      
                           

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

  $ 271,484   $ (333,623 ) $ (1,898 ) $ 16,896   $ (15,917 ) $ (10,846 )
                           

(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 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") with NCM. Such amounts are being amortized to other theatre 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 amounts related to the ESA were adjusted to estimated fair value.

(3)
A non-cash gain was recorded to adjust the Company's 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.

        During the nine month successor period ended September 30, 2013, payments received of $3,677,000 related to the NCM tax receivable agreement are recorded in investment income net of related amortization for the NCM tax receivable agreement intangible asset. Amounts related to the NCM tax receivable agreement of $3,949,000 were recorded in equity in earnings of non-consolidated entities during the period December 30, 2011 through August 30, 2012. Prior to the Merger, the Company did not have any carrying value related to the NCM tax receivable agreement. In connection with push down accounting as required by the Merger, the Company recorded an amortizable intangible asset in the amount of $20,900,000 related to the NCM tax receivable agreement. Because the Company has established a separate asset apart from its equity method investment in NCM that derives all of its fair value from the expected future payments under the NCM tax receivable agreement, the Company will account for the cash receipts under the NCM tax receivable agreement separately from its equity method investment in NCM. Prior to the Merger, the majority of the Company's investment in NCM (Tranche 1) was recorded at a carrying value of $0 and the remainder of the Company's investment in NCM (Tranche 2) was recorded at a carrying value of $72,323,000. Subsequent to the Merger, the Company increased the carrying value of its Tranche 1 and Tranche 2 investments in NCM from $72,323,000 to a fair value of $250,155,000. As both the NCM tax receivable agreement and investment in NCM were separately recorded at fair value as a result of the Merger, the Company will account for the NCM tax receivable agreement intangible amortization and NCM tax receivable agreement cash receipts separately as components of investment income, and the Company will account for its share of earnings in NCM and distributions of its earnings following the equity method.