NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. THE
COMPANY
Description of Business
National CineMedia, Inc. (“NCM, Inc.”) was incorporated in Delaware as a holding company with the sole purpose of becoming a member and sole manager of National CineMedia, LLC (“NCM LLC”), a limited liability company owned by NCM, Inc., American Multi-Cinema, Inc. and AMC ShowPlace Theatres, Inc. (“AMC”), wholly owned subsidiaries of AMC Entertainment, Inc., Regal Cinemas, Inc. and Regal CineMedia Holdings, LLC, wholly owned subsidiaries of Regal Entertainment Group (“Regal”) and Cinemark Media, Inc. and Cinemark USA, Inc., wholly owned subsidiaries of Cinemark Holdings, Inc. (“Cinemark”). The terms “NCM”, “the Company” or “we” shall, unless the context otherwise requires, be deemed to include the consolidated entity. AMC, Regal and Cinemark and their affiliates are referred to in this document as “founding members”. NCM LLC operates the largest digital in-theatre network in North America, allowing NCM LLC to sell advertising (the “Services”) under long-term exhibitor services agreements (“ESAs”) with the founding members (approximately 20 years remaining as of September 29, 2016) and certain third-party theatre circuits (known as “network affiliates”) under long-term network affiliate agreements, which have terms from three to twenty years.
As of September 29, 2016, NCM LLC had 137,174,139 common membership units outstanding, of which 59,853,806 (43.6%) were owned by NCM, Inc., 27,072,701 (19.8%) were owned by Regal, 26,384,644 (19.2%) were owned by Cinemark and 23,862,988 (17.4%) were owned by AMC. The membership units held by the founding members are exchangeable into NCM, Inc. common stock on a one-for-one basis.
On May 5, 2014, NCM, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) to merge with Screenvision, LLC (“Screenvision”). On November 3, 2014, the Department of Justice filed a lawsuit seeking to enjoin the merger. On March 16, 2015, the Company announced the termination of the Merger Agreement and the lawsuit was dismissed. After the Merger Agreement was terminated, NCM LLC reimbursed NCM, Inc. for certain expenses pursuant to an indemnification agreement among NCM LLC, NCM, Inc. and the founding members. On March 17, 2015, NCM LLC paid Screenvision an approximate $26.8 million termination payment on behalf of NCM, Inc. During the nine months ended October 1, 2015, NCM LLC also either paid directly or reimbursed NCM, Inc. for the legal and other merger-related costs of approximately $15.0 million ($7.5 million incurred by NCM, Inc. during the year ended January 1, 2015 and approximately $7.5 million incurred by NCM LLC during the nine months ended October 1, 2015). The Company and the founding members each bore a pro rata portion of the merger termination fee and the related merger expenses based on their aggregate ownership percentages in NCM LLC when the expenses were incurred.
Basis of Presentation
The Company has prepared the unaudited Condensed Consolidated Financial Statements and related notes of NCM, Inc. in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures typically included in an annual report have been condensed or omitted for this quarterly report. The balance sheet as of December 31, 2015 is derived from the audited financial statements of NCM, Inc. Therefore, the unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Company’s annual report on Form 10-K filed for the fiscal year ended December 31, 2015.
In the opinion of management, all adjustments necessary to present fairly in all material respects the financial position, results of operations and cash flows for all periods presented have been made. The Company’s business is seasonal and for this and other reasons operating results for interim periods may not be indicative of the Company’s full year results or future performance. As a result of the various related party agreements discussed in Note 4—
Related Party Transactions
, the operating results as presented are not necessarily indicative of the results that might have occurred if all agreements were with non-related third parties. The Company manages its business under one reportable segment of advertising.
7
NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Estimates
—The
preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financi
al statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include those related to the reserve for uncollectible accounts receivable, share-based compensation and income taxes. Actual results could d
iffer from those estimates.
Significant Accounting Policies
The Company’s annual financial statements included in its Form 10-K filed for the fiscal year ended December 31, 2015 contain a complete discussion of the Company’s significant accounting policies. Following is additional information related to the Company’s accounting policies.
Concentration of Credit Risk and Significant Customers
— Bad debts are provided for using the allowance for doubtful accounts method based on historical experience and management’s evaluation of outstanding receivables at the end of the period. Receivables are written off when management determines amounts are uncollectible. Trade accounts receivable are uncollateralized and represent a large number of geographically dispersed debtors. The collectability risk with respect to national and regional advertising is reduced by transacting with founding members or large, national advertising agencies who have strong reputations in the advertising industry and clients with stable financial positions. The Company has smaller contracts with thousands of local clients that are not individually significant. As of September 29, 2016 and December 31, 2015, there were no advertising agency groups or individual customers through which the Company sources national advertising revenue representing more than 10% of the Company’s outstanding gross receivable balance. During the three and nine months ended September 29, 2016 and October 1, 2015, there were no customers that accounted for more than 10% of revenue.
Share-Based Compensation
—The Company has issued stock options and restricted stock to certain employees and restricted stock units to its independent directors. The Company has not granted stock options since 2012. In 2015 and 2016, the restricted stock grants for Company officers vest upon the achievement of Company performance measures and/or service conditions, while non-officer grants vest only upon the achievement of service conditions. Compensation expense of restricted stock that vests upon the achievement of Company performance measures is based on management’s financial projections and the probability of achieving the projections, which require considerable judgment. A cumulative adjustment is recorded to share-based compensation expense in periods that management changes its estimate of the number of shares of restricted stock expected to vest. Ultimately, the Company adjusts the expense recognized to reflect the actual vested shares following the resolution of the performance conditions. Dividends are accrued when declared on unvested restricted stock that is expected to vest and are only paid with respect to shares that actually vest. During the three months ended September 29, 2016 and October 1, 2015 and the nine months ended September 29, 2016 and October 1, 2015, 15,492, 4,378, 909,322 and 258,839 shares of restricted stock and restricted stock units vested, respectively. During the three months ended September 29, 2016 and October 1, 2015 and the nine months ended September 29, 2016 and October 1, 2015, 7,078, 4,135, 30,528 and 94,540 stock options were exercised at a weighted average exercise price of $12.86, $12.06, $12.98 and $12.18 per share, respectively.
Consolidation
—NCM, Inc. consolidates the accounts of NCM LLC under the provisions of ASC 810,
Consolidation
(“ASC 810”). The following table presents the changes in NCM, Inc.’s equity resulting from net income attributable to NCM, Inc. and transfers to or from noncontrolling interests (in millions):
|
|
Nine Months Ended
|
|
|
|
September 29,
2016
|
|
|
October 1,
2015
|
|
Net income attributable to NCM, Inc.
|
|
$
|
10.7
|
|
|
$
|
8.8
|
|
NCM LLC equity issued for purchase of intangible asset
|
|
|
9.2
|
|
|
|
14.1
|
|
Income tax and other impacts of subsidiary ownership
changes
|
|
|
(4.2
|
)
|
|
|
(4.6
|
)
|
Change from net income attributable to NCM, Inc. and
transfers from noncontrolling interests
|
|
$
|
15.7
|
|
|
$
|
18.3
|
|
8
NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Recently Adopted Accounting Pronouncements
During the first quarter of 2016, the Company adopted Accounting Standards Update 2015-01,
Income Statement Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items
(“ASU 2015-01”) on a prospective basis, which eliminates the concept of extraordinary items from GAAP. Under ASU 2015-01, reporting entities will no longer be required to assess whether an underlying event or transaction is extraordinary, however, presentation and disclosure guidance for items that are unusual in nature or occur infrequently are retained, and are expanded to include items that are both unusual in nature and infrequently occurring. The adoption of ASU 2015-01 did not have a material impact on the unaudited Condensed Consolidated Financial Statements or notes thereto.
During the first quarter of 2016, the Company adopted Accounting Standards Update 2015-02,
Consolidation (Topic 810): Amendments to the Consolidation Analysis
(“ASU 2015-02”) on a prospective basis. ASU 2015-02 amends current consolidation guidance by modifying the evaluation of whether limited partnerships and similar legal entities are variable interest entities or voting interest entities, eliminating the presumption that a general partner should consolidate a limited partnership, and affects the consolidation analysis of reporting entities that are involved with variable interest entities. The adoption of ASU 2015-02 did not have a material impact on the unaudited Condensed Consolidated Financial Statements or notes thereto.
During the first quarter of 2016, the Company adopted Accounting Standards Update 2015-03,
Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs
(“ASU 2015-03”) on a retrospective basis, which provides guidance for simplifying the presentation of debt issuance costs. ASU 2015-03 requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. The Company also adopted
Accounting Standards Update 2015-15,
Interest — Imputation of Interest
(“ASU 2015-15”) on a retrospective basis,
which states the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company reclassified net deferred financing costs related to the Company’s Term Loans, Senior Secured Notes and Senior Unsecured Notes in the Condensed Consolidated Balance Sheets as a direct deduction from the carrying amount of those borrowings, while net deferred financing costs related to the Company’s Revolving Credit Facility remained an asset in the unaudited Condensed Consolidated Balance Sheets.
Upon adoption of ASU 2015-03 and ASU 2015-15, net deferred financing costs of $10.6 million in the December 31, 2015 unaudited Condensed Consolidated Balance Sheet were reclassified from an asset to a reduction of the carrying value of long-term debt.
During the first quarter of 2016, the Company adopted
Accounting Standards Update
2015-05,
Intangibles-Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement
(“ASU 2015-05”) on a prospective basis
, which provides guidance on accounting for fees paid by a customer in a cloud computing arrangement.
If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The adoption
of ASU 2015-05 did not have a material impact on the unaudited Condensed Consolidated Financial Statements or notes thereto.
During the first quarter of 2016, the Company adopted Accounting Standards Update 2015-17,
Income Taxes (Topic 740) - Balance Sheet Classification of Deferred Taxes
(“ASU 2015-17”) on a retrospective basis. ASU 2015-17 requires the presentation of deferred tax liabilities and assets be classified as non-current in a classified statement of financial position, which is a change from the Company’s historical presentation whereby certain of its deferred tax assets and liabilities were classified as current and the remainder were classified as non-current. Upon adoption of ASU 2015-17, current deferred tax assets of $6.2 million and current deferred tax liabilities of $0.5 million in the December 31, 2015 unaudited Condensed Consolidated Balance Sheet were reclassified as non-current.
9
NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Recently Issued Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09,
Revenue from Contracts with Customers (Topic 606)
(“ASU 2014-09”), which supersedes the revenue recognition requirements in Accounting Standards Codification 605, Revenue Recognition. The new revenue recognition standard requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. Accounting Standards Update 2015-14,
Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,
which was issued in August 2015, revised the effective date for this standard to annual and interim periods beginning on or after December 15, 2017, with early adoption permitted, but not earlier than the original effective date of annual and interim periods beginning after December 15, 2016, for public entities. Accounting Standards Update 2016-11,
Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Update 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting,
which was issued in May 2016, rescinds several SEC Staff Announcements that are codified in Topic 605, including, among other items, guidance relating to accounting for shipping and handling fees and freight services. Accounting Standards Update 2016-12,
Revenue from Contract with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients,
which was issued in May 2016, provides guidance to reduce the risk of diversity in practice for certain aspects of ASU 2014-09, including collectability, noncash consideration, presentation of sales tax and transition. ASU 2014-09 allows for either a full retrospective or a modified retrospective transition method. The Company is currently evaluating the effect that adopting this guidance will have on the unaudited Condensed Consolidated Financial Statements or notes thereto, as well as, which transition method it intends to use.
In January 2016, the FASB issued Accounting Standards Update 2016-01,
Recognition and Measurement of Financial Assets and Financial Liabilities
(“ASU 2016-01”), which requires equity investments that are not accounted for under the equity method of accounting to be measured at fair value with changes recognized in earnings (rather than reported through other comprehensive income) and updates certain presentation and disclosure requirements. The guidance is effective for reporting periods (interim and annual) beginning after December 15, 2017, for public companies and should be adopted on a prospective basis. The Company is currently assessing the impact of ASU 2016-01 on the unaudited Condensed Consolidated Financial Statements or notes thereto.
In February 2016, the FASB issued Accounting Standards Update 2016-02,
Leases (Topic 842)
(“ASU 2016-02”). ASU 2016-02 establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently assessing the impact of ASU 2016-02 on the unaudited Condensed Consolidated Financial Statements or notes thereto.
In March 2016, the FASB issued Accounting Standards Update 2016-09,
Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting
(“ASU 2016-09”). The updated guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years with early adoption permitted. The Company is currently evaluating the effect that adopting this guidance will have on the unaudited Condensed Consolidated Financial Statements or notes thereto.
In March 2016, the FASB issued Accounting Standards Update 2016-07,
Investments- Equity Method and Joint Ventures: Simplifying the Transition to the Equity Method of Accounting
(“ASU 2016-07”). ASU 2016-07 eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. ASU 2016-07 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years with early adoption permitted and is to be adopted on a prospective basis. The adoption of ASU 2016-07 is not expected to have a material effect on the unaudited Condensed Consolidated Financial Statements or notes thereto.
10
NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
In June 2016, the FASB issued Accounting Standards Update 2016-13,
Financial Instruments – Credit Losses (Topic 326), Measurement of Credit
Losses on Financial Statements
(“ASU 2016-13”), which requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation acco
unt that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, inclu
ding interim periods within those fiscal years, with early adoption permitted and is to be adopted on a modified retrospective basis. The Company is currently evaluating the effect that adopting this guidance will have on the unaudited Condensed Consolidat
ed Financial Statements or notes thereto.
In August 2016, the FASB issued Accounting Standards Update 2016-15,
Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments
(“ASU 2016-15”), which provides guidance on how certain cash receipts and cash payments are to be presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the effect that adopting this guidance will have on the unaudited Condensed Consolidated Financial Statements or notes thereto.
The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its unaudited Condensed Consolidated Financial Statements or notes thereto.
2. INCOME PER SHARE
Basic earnings per share is computed on the basis of the weighted average number of common shares outstanding. Diluted loss per share is computed on the basis of the weighted average number of common shares outstanding plus the effect of potentially dilutive common stock options, restricted stock and restricted stock units using the treasury stock method. The components of basic and diluted loss per NCM, Inc. share are as follows:
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
September 29,
2016
|
|
|
October 1,
2015
|
|
|
September 29,
2016
|
|
|
October 1,
2015
|
|
Net income attributable to NCM, Inc. (in millions)
|
$
|
8.2
|
|
|
$
|
7.7
|
|
|
$
|
10.7
|
|
|
$
|
8.8
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
59,846,496
|
|
|
|
59,014,887
|
|
|
|
59,763,012
|
|
|
|
58,959,381
|
|
Add: Dilutive effect of stock options and
restricted stock
|
|
1,032,310
|
|
|
|
610,327
|
|
|
|
716,965
|
|
|
|
493,199
|
|
Diluted
|
|
60,878,806
|
|
|
|
59,625,214
|
|
|
|
60,479,977
|
|
|
|
59,452,580
|
|
Income per NCM, Inc. share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
$
|
0.14
|
|
|
$
|
0.13
|
|
|
$
|
0.18
|
|
|
$
|
0.15
|
|
Diluted
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
$
|
0.18
|
|
|
$
|
0.15
|
|
The effect of 77,320,333, 71,704,494, 76,920,803 and 71,110,836 exchangeable NCM LLC common units held by the founding members for the three months ended September 29, 2016 and October 1, 2015 and the nine months ended September 29, 2016 and October 1, 2015, respectively, have been excluded from the calculation of diluted weighted average shares and earnings per NCM, Inc. share as they were antidilutive. NCM LLC common units do not participate in NCM, Inc. dividends. In addition, there were 11,801, 10,293, 26,387 and 50,021 stock options and non-vested (restricted) shares for the three months ended September 29, 2016 and October 1, 2015 and the nine months ended September 29, 2016 and October 1, 2015, respectively, excluded from the calculation as they were antidilutive.
11
NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. INTANGIBLE ASSETS
In accordance with NCM LLC’s Common Unit Adjustment Agreement with its founding members, on an annual basis NCM LLC determines the amount of common membership units to be issued to or returned by the founding members based on theatre additions or dispositions during the previous year. During the first quarter of 2016 and 2015, NCM LLC issued 1,416,515 and 2,160,915 common membership units to its founding members, respectively, for the rights to exclusive access to the theatre screens and attendees added, net of dispositions by the founding members to NCM LLC’s network during the previous year. NCM LLC recorded a net intangible asset of $21.1 million and $31.4 million during the three months ended March 31, 2016 and April 2, 2015, respectively, as a result of the Common Unit Adjustments.
In addition, NCM LLC’s Common Unit Adjustment Agreement requires that a Common Unit Adjustment occur for a specific founding member if its acquisition or disposition of theatres, in a single transaction or cumulatively since the most recent Common Unit Adjustment, results in an attendance increase or decrease in excess of two percent of the annual total attendance at the prior adjustment date. If an existing on-screen advertising agreement with an alternative provider is in place with respect to any acquired theatres, the founding members may elect to receive common membership units related to those encumbered theatres in connection with the Common Unit Adjustment. If the founding members make this election, then they are required to make payments on a quarterly basis in arrears in accordance with certain run-out provisions pursuant to the ESAs (“integration payments”). During the three months ended September 29, 2016 and October 1, 2015 and the nine months ended September 29, 2016 and October 1, 2015, the Company recorded a reduction to net intangible assets of $0.7 million, $0.7 million, $1.5 million and $1.8 million, respectively, related to integration payments due from AMC and Cinemark related to their acquisitions of theatres from Rave Cinemas that are encumbered by an existing on-screen advertising agreement with an alternative provider. During the three months ended September 29, 2016 and October 1, 2015 and the nine months ended September 29, 2016 and October 1, 2015, AMC and Cinemark paid a total of $0.7 million, $0.8 million, $1.7 million and $1.9 million, respectively, in integration payments.
The Company’s intangible assets with its founding members are recorded at the fair market value of NCM, Inc.’s publicly traded stock as of the date on which the common membership units were issued. The NCM LLC common membership units are fully convertible into NCM, Inc.’s common stock. In addition, the Company records intangible assets for up-front fees paid to network affiliates upon commencement of a network affiliate agreement. The Company’s intangible assets have a finite useful life and the Company amortizes the assets over the remaining useful life corresponding with the ESAs or the term of the network affiliate agreement. If common membership units are issued to a founding member for newly acquired theatres that are subject to an existing on-screen advertising agreement with an alternative provider, the amortization of the intangible asset commences after the existing agreement expires and NCM LLC can utilize the theatres for all of its services. Integration payments are calculated based upon the advertising cash flow that the Company would have generated if it had exclusive access to sell advertising in the theatres with pre-existing advertising agreements.
4. RELATED PARTY TRANSACTIONS
Founding Member Transactions
—In connection with NCM, Inc.’s initial public offering (“IPO”), the Company entered into several agreements to define and regulate the relationships among NCM, Inc., NCM LLC and the founding members. They include the following:
|
•
|
ESAs.
Under the ESAs, NCM LLC is the exclusive provider within the United States of advertising services in the founding members’ theatres (subject to pre-existing contractual obligations and other limited exceptions for the benefit of the founding members). The advertising services include the use of the digital content network (“DCN”) equipment required to deliver the on-screen advertising and other content included in the
FirstLook
pre-show, use of the lobby entertainment network (“LEN”) and rights to sell and display certain lobby promotions. Further, 30 to 60 seconds of advertising included in the
FirstLook
pre-show is sold to NCM LLC’s founding members to satisfy the founding members’ on-screen advertising commitments under their beverage concessionaire agreements. In consideration for access to the founding members’ theatres, theatre patrons, the network equipment required to display on-screen and LEN video advertising and the use of theatres for lobby promotions, the founding members receive a monthly theatre access fee.
|
12
NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
•
|
Common Unit Adjustment Agreement.
The common unit adjustment agreement provides a mechanism for increasing or decreasing
the membership units held by the founding members based on the acquisition or construction of new theatres or sale or closure of theatres that are operated by each founding member and included in NCM LLC’s network.
|
|
•
|
Tax Receivable Agreement.
The tax receivable agreement provides for the effective payment by NCM, Inc. to the founding members of 90% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that is actually realized as a result of certain increases in NCM, Inc.’s proportionate share of tax basis in NCM LLC’s tangible and intangible assets resulting from the IPO and related transactions.
|
|
•
|
Software License Agreement.
At the date of the Company’s IPO, NCM LLC was granted a perpetual, royalty-free license from NCM LLC’s founding members to use certain proprietary software that existed at the time for the delivery of digital advertising and other content through the DCN to screens in the U.S. NCM LLC has made improvements to this software since the IPO date and NCM LLC owns those improvements, except for improvements that were developed jointly by NCM LLC and NCM LLC’s founding members, if any.
|
The following tables provide summaries of the transactions between the Company and the founding members (in millions):
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
Included in the Condensed Consolidated Statements of Income:
|
|
September 29,
2016
|
|
|
October 1,
2015
|
|
|
September 29,
2016
|
|
|
October 1,
2015
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beverage concessionaire revenue (included
in advertising revenue)
(1)
|
|
$
|
7.5
|
|
|
$
|
6.4
|
|
|
$
|
21.8
|
|
|
$
|
23.0
|
|
Advertising inventory revenue (included in
advertising revenue)
(2)
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.3
|
|
|
|
0.2
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Theatre access fee
(3)
|
|
|
19.2
|
|
|
|
17.6
|
|
|
|
56.8
|
|
|
|
54.0
|
|
Purchase of movie tickets and concession
products and rental of theatre space
(included in selling and marketing costs)
(4)
|
|
|
0.4
|
|
|
|
0.4
|
|
|
|
1.2
|
|
|
|
0.9
|
|
Purchase of movie tickets and concession
products and rental of theatre space
(included in other administrative costs)
|
|
|
—
|
|
|
|
—
|
|
|
|
0.1
|
|
|
|
0.1
|
|
Non-operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income from notes receivable
(included in interest income)
(5)
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.6
|
|
|
|
0.7
|
|
(1)
|
For the nine months ended September 29, 2016 and the three months ended October 1, 2015, two of the founding members purchased 60 seconds of on-screen advertising time and one founding member purchased 30 seconds (with all three founding members having a right to purchase up to 90 seconds) from NCM LLC to satisfy their obligations under their beverage concessionaire agreements at a 30 second equivalent cost per thousand (“CPM”) rate specified by the ESA. For the first six months of 2015, all of the founding members purchased 60 seconds of on-screen advertising time.
|
(2)
|
The value of such purchases is calculated by reference to NCM LLC’s advertising rate card.
|
(3)
|
Comprised of payments per theatre attendee and payments per digital screen with respect to the founding member theatres included in the Company’s network, including payments for access to higher quality digital cinema equipment.
|
(4)
|
Used primarily for marketing to NCM LLC’s advertising clients.
|
(5)
|
On December 26, 2013, NCM LLC sold its Fathom Events business to a newly formed limited liability company (AC JV, LLC) owned 32% by each of the founding members and 4% by NCM LLC. In consideration for the sale, NCM LLC received a total of $25.0 million in promissory notes from its founding members (one-third or approximately $8.3 million from each founding member). The notes bear interest at a fixed rate of 5.0% per annum, compounded annually. Interest and principal payments are due annually in six equal installments commencing on the first anniversary of the closing.
|
13
NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
|
As of
|
|
Included in the Condensed Consolidated Balance Sheets:
|
|
September 29,
2016
|
|
|
December 31,
2015
|
|
Purchase of movie tickets and concession products
(included in prepaid expenses)
|
|
|
0.3
|
|
|
|
—
|
|
Current portion of notes receivable - founding members
(1)
|
|
|
4.2
|
|
|
|
4.2
|
|
Long-term portion of notes receivable - founding members
(1)
|
|
|
12.5
|
|
|
|
12.5
|
|
Interest receivable on notes receivable (included in other
current assets)
(1)
|
|
|
0.6
|
|
|
|
—
|
|
Common unit adjustments and integration payments, net of
amortization (included in intangible assets)
(2)
|
|
|
537.1
|
|
|
|
535.9
|
|
Current payable to founding members under tax receivable
agreement
(3)
|
|
|
16.6
|
|
|
|
26.2
|
|
Long-term payable to founding members under tax receivable
agreement
(3)
|
|
|
144.3
|
|
|
|
140.3
|
|
|
(1)
|
Refer to the discussion of notes receivable from the founding members above.
|
|
(2)
|
Refer to Note 3—
Intangible Assets
for further information on common unit adjustments and integration payments.
|
|
(3)
|
The Company paid the founding members approximately $23.5 million in the first quarter of 2016, of which $2.7 million was net operating loss carrybacks for the 2013 tax year and $20.8 million was for the 2015 tax year. The Company paid the founding members $17.2 million in the first quarter of 2015, of which $0.9 million was net operating loss carrybacks for the 2009, 2010 and 2011 tax years and $16.3 million was for the 2014 tax year.
|
On March 16, 2015, the Company announced the termination of the Merger Agreement with Screenvision. After the Merger Agreement was terminated, NCM LLC reimbursed NCM, Inc. for certain expenses pursuant to an indemnification agreement among NCM LLC, NCM, Inc. and the founding members. On March 17, 2015, NCM LLC paid Screenvision an approximate $26.8 million termination payment on behalf of NCM, Inc. During the nine months ended October 1, 2015, NCM LLC also either paid directly or reimbursed NCM, Inc. for the legal and other merger-related costs of approximately $15.0 million ($7.5 million incurred by NCM, Inc. during the year ended January 1, 2015 and approximately $7.5 million incurred by NCM LLC during the nine months ended October 1, 2015). The Company and the founding members each bore a pro rata portion of the termination fee and the related merger expenses based on their aggregate ownership percentages in NCM LLC when the expenses were incurred.
Pursuant to the terms of the NCM LLC Operating Agreement in place since the completion of the Company’s IPO, NCM LLC is required to make mandatory distributions on a proportionate basis to its members of available cash, as defined in the NCM LLC Operating Agreement, on a quarterly basis in arrears. Mandatory distributions of available cash for the three and nine months ended September 29, 2016 and October 1, 2015 were as follows (in millions):
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 29,
2016
|
|
|
October 1,
2015
|
|
|
September 29,
2016
|
|
|
October 1,
2015
|
|
AMC
|
|
$
|
7.8
|
|
|
$
|
6.8
|
|
|
$
|
11.3
|
|
|
$
|
13.7
|
|
Cinemark
|
|
|
8.6
|
|
|
|
8.8
|
|
|
|
11.8
|
|
|
|
17.8
|
|
Regal
|
|
|
8.9
|
|
|
|
9.1
|
|
|
|
12.1
|
|
|
|
18.3
|
|
Total founding members
|
|
|
25.3
|
|
|
|
24.7
|
|
|
|
35.2
|
|
|
|
49.8
|
|
NCM, Inc.
|
|
|
19.6
|
|
|
|
20.4
|
|
|
|
26.6
|
|
|
|
41.1
|
|
Total
|
|
$
|
44.9
|
|
|
$
|
45.1
|
|
|
$
|
61.8
|
|
|
$
|
90.9
|
|
14
NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Due to the merger termination fee and related merger expenses, the mandatory distributions of available cash by NCM LLC to its founding members and NCM, Inc. for the three months
ended April 2, 2015 was calculated as negative $25.5 million ($14.0 million for the founding members and $11.5 million for NCM, Inc.). Therefore, there was
no
payment made in the second quarter of 2015. Under the terms of the NCM LLC Operating Agreement
, this negative amount was netted against the available cash distributions for the second quarter of 2016. The mandatory distributions of available cash by NCM LLC to its founding members for the three months ended September 29, 2016 of $
25.3
million is i
ncluded in amounts due to founding members on the unaudited Condensed Consolidated Balance Sheets as of September 29, 2016 and will be made in the fourth quarter of 2016. The distributions to NCM, Inc. are eliminated in consolidation.
Amounts due to founding members as of September 29, 2016 were comprised of the following (in millions):
|
|
AMC
|
|
|
Cinemark
|
|
|
Regal
|
|
|
Total
|
|
Theatre access fees, net of beverage revenues
|
|
$
|
1.2
|
|
|
$
|
0.8
|
|
|
$
|
1.3
|
|
|
$
|
3.3
|
|
Cost and other reimbursement
|
|
|
(0.4
|
)
|
|
|
(0.2
|
)
|
|
|
(0.1
|
)
|
|
|
(0.7
|
)
|
Distributions payable to founding members
|
|
|
7.8
|
|
|
|
8.6
|
|
|
|
8.9
|
|
|
|
25.3
|
|
Total amounts due to founding members
|
|
$
|
8.6
|
|
|
$
|
9.2
|
|
|
$
|
10.1
|
|
|
$
|
27.9
|
|
Amounts due to founding members as of December 31, 2015 were comprised of the following (in millions):
|
|
AMC
|
|
|
Cinemark
|
|
|
Regal
|
|
|
Total
|
|
Theatre access fees, net of beverage revenues
|
|
$
|
1.8
|
|
|
$
|
1.0
|
|
|
$
|
1.5
|
|
|
$
|
4.3
|
|
Cost and other reimbursement
|
|
|
(0.9
|
)
|
|
|
(0.3
|
)
|
|
|
—
|
|
|
|
(1.2
|
)
|
Distributions payable to founding members
|
|
|
10.2
|
|
|
|
10.9
|
|
|
|
11.3
|
|
|
|
32.4
|
|
Total amounts due to founding members
|
|
$
|
11.1
|
|
|
$
|
11.6
|
|
|
$
|
12.8
|
|
|
$
|
35.5
|
|
AC JV, LLC Transactions
—In December 2013, NCM LLC sold its Fathom Events business to a newly formed limited liability company, AC JV, LLC, owned 32% by each of the founding members and 4% by NCM LLC. The Company accounts for its investment in AC JV, LLC under the equity method of accounting in accordance with ASC 323-30,
Investments—Equity Method and Joint Ventures
(“ASC 323-30”) because AC JV, LLC is a limited liability company with the characteristics of a limited partnership and ASC 323-30 requires the use of equity method accounting unless the Company’s interest is so minor that it would have virtually no influence over partnership operating and financial policies. Although NCM LLC does not have a representative on AC JV, LLC’s Board of Directors or any voting, consent or blocking rights with respect to the governance or operations of AC JV, LLC, the Company concluded that its interest was more than minor under the accounting guidance. The Company’s investment in AC JV, LLC was $1.2 million and $1.2 million as of September 29, 2016 and December 31, 2015, respectively.
Related Party Affiliates
—NCM LLC enters into network affiliate agreements with network affiliates for NCM LLC to provide in-theatre advertising at theatre locations that are owned by companies that are affiliates of certain of the founding members or directors of NCM, Inc. Related party affiliate agreements are entered into at terms that are similar to those of the Company’s other network affiliates.
NCM LLC has an agreement with LA Live, an affiliate of The Anschutz Corporation. The Anschutz Corporation is a wholly-owned subsidiary of the Anschutz Company, which is the controlling stockholder of Regal. During the three months ended September 29, 2016 and October 1, 2015 and the nine months ended September 29, 2016 and October 1, 2015, there was approximately $0.1 million, $0.1 million, $0.2 million and $0.2 million, respectively, included in advertising operating costs related to LA Live, and there was approximately $0.1 million and $0.1 million of accounts payable with this company as of September 29, 2016 and December 31, 2015, respectively.
Other Transactions
—NCM LLC had an agreement with an interactive media company to sell some of its online inventory. One of NCM, Inc.’s directors is also a director of this media company. There was approximately $0.0 million and $0.3 million of accounts receivable due from this company as of September 29, 2016 and December 31, 2015, respectively.
15
NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NCM LLC has an agreement with AEG Live, an affiliate of The Anschutz Corporation, for AEG Live to showcase musical artists in NCM LLC’s
FirstLook
pre-show. During the three months ended September 29, 2016 and October 1, 2015 and the
nine months ended September 29, 2016 and October 1, 2015, NCM LLC recorded approximately $0.5 million, $0.3 million, $1.3 million and $1.2 million, respectively, in revenue from AEG Live. As of September 29, 2016 and December 31, 2015, NCM LLC had approx
imately $0.5 million and $0.4 million, respectively, of accounts receivable from AEG Live.
5. BORROWINGS
The following table summarizes NCM LLC’s total outstanding debt as of September 29, 2016 and December 31, 2015 and the significant terms of its borrowing arrangements (in millions):
|
|
Outstanding
Balance
as
of
|
|
|
|
|
|
|
|
Borrowings
|
|
September 29,
2016
|
|
|
December 31,
2015
|
|
|
Maturity
Date
|
|
Interest
Rate
|
|
Revolving credit facility
|
|
$
|
3.0
|
|
|
$
|
66.0
|
|
|
November
26,
2019
|
|
(1)
|
|
Term loans
|
|
|
270.0
|
|
|
|
270.0
|
|
|
November
26,
2019
|
|
(1)
|
|
Senior unsecured notes due 2021
|
|
|
—
|
|
|
|
200.0
|
|
|
July
15,
2021
|
|
|
7.875%
|
|
Senior secured notes due 2022
|
|
|
400.0
|
|
|
|
400.0
|
|
|
April
15,
2022
|
|
|
6.000%
|
|
Senior unsecured notes due 2026
|
|
|
250.0
|
|
|
|
—
|
|
|
August 15, 2026
|
|
|
5.750%
|
|
Total borrowings
|
|
$
|
923.0
|
|
|
$
|
936.0
|
|
|
|
|
|
|
|
Less: debt issuance costs related to term
loans and senior notes
|
|
|
(11.1
|
)
|
|
|
(10.6
|
)
|
|
|
|
|
|
|
Carrying value of long-term debt
|
|
$
|
911.9
|
|
|
$
|
925.4
|
|
|
|
|
|
|
|
|
(1)
|
The interest rates on the revolving credit facility and term loans are described below.
|
Senior Secured Credit Facility
—As of September 29, 2016, NCM LLC’s senior secured credit facility consisted of a $175.0 million revolving credit facility and a $270.0 million term loan. On May 26, 2016, NCM LLC entered into an incremental amendment of its senior secured credit facility whereby the revolving credit facility was increased by $40.0 million from $135.0 million to $175.0 million.
Revolving Credit Facility
—The revolving credit facility portion of NCM LLC’s total borrowings is available, subject to certain conditions, for general corporate purposes of NCM LLC in the ordinary course of business and for other transactions permitted under the senior secured credit facility, and a portion is available for letters of credit. As of September 29, 2016, NCM LLC’s total availability under the $175.0 million revolving credit facility was $172.0 million. The unused line fee is 0.50% per annum. Borrowings under the revolving credit facility bear interest at NCM LLC’s option of either the LIBOR index plus an applicable margin or the base rate (Prime Rate or the Federal Funds Effective Rate, as defined in the senior secured credit facility) plus an applicable margin. The applicable margin for the revolving credit facility is determined quarterly and is subject to adjustment based upon a consolidated net senior secured leverage ratio for NCM LLC (the ratio of secured funded debt less unrestricted cash and cash equivalents, over a non-GAAP measure defined in the senior secured credit facility). The weighted-average interest rate on the outstanding balance on the revolving credit facility as of September 29, 2016 was 3.79%.
Term Loans
—The interest rate on the term loans is a rate chosen at NCM LLC’s option of either the LIBOR index plus 2.75% or the base rate (Prime Rate or the Federal Funds Effective Rate, as defined in the senior secured credit facility) plus 1.75%. The weighted-average interest rate on the term loans as of September 29, 2016 was 3.28%. Interest on the term loans is currently paid monthly.
The senior secured credit facility contains a number of covenants and financial ratio requirements, with which NCM LLC was in compliance as of September 29, 2016, including maintaining a consolidated net senior secured leverage ratio of equal to or less than 6.5 times on a quarterly basis. In addition, there are no borrower distribution restrictions as long as NCM LLC’s consolidated net senior secured leverage ratio is below 6.5 times and NCM LLC is in compliance with its debt covenants. As of September 29, 2016, NCM LLC’s consolidated net senior secured leverage ratio was 3.1 times (versus the covenant of 6.5 times).
16
NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Senior Unsecured Notes due 2021
—
On Septe
mber 19, 2016, NCM LLC redeemed its $200.0 million 7.875% Senior Unsecured Notes (“Notes due 2021”) at a redemption price of 103.938% of the principal amount plus accrued and unpaid interest. As a result of the redemption, NCM LLC wrote-off approximately
$2.5 million in unamortized debt issuance costs and paid a redemption premium of approximately $7.9 million, which are reflected in the loss on early retirement of debt on the Condensed Consolidated Statements of Income during the three and nine months end
ed September 29, 2016.
Senior Secured Notes due 2022
—On July 27, 2012, NCM LLC completed a private placement of $400.0 million in aggregate principal amount of 6.000% Senior Secured Notes (the “Notes due 2022”) for which the registered exchange offering was completed on November 26, 2012. The Notes due 2022 pay interest semi-annually in arrears on April 15 and October 15 of each year, which commenced October 15, 2012. The Notes due 2022 are senior secured obligations of NCM LLC, rank the same as NCM LLC’s senior secured credit facility, subject to certain exceptions, and share in the same collateral that secures NCM LLC’s obligations under the senior secured credit facility.
NCM LLC may redeem all or any portion of the Notes due 2022 prior to April 15, 2017, at once or over time, at 100% of the principal amount plus the applicable make-whole premium, plus accrued and unpaid interest, if any, to the redemption date. NCM LLC may redeem all or any portion of the Notes due 2022, at once or over time, on or after April 15, 2017 at specified redemption prices, plus accrued and unpaid interest, if any, to the redemption date. In addition, at any time prior to April 15, 2015, NCM LLC may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes due 2022 from the net proceeds of certain equity offerings at a redemption price equal to 106.00% of the principal amount of the Notes due 2022 redeemed, plus accrued and unpaid interest, if any, to the redemption date. Upon the occurrence of a Change of Control (as defined in the Indenture), NCM LLC will be required to make an offer to each holder of Notes due 2022 to repurchase all of such holder’s Notes due 2022 for a cash payment equal to 101.00% of the aggregate principal amount of the Notes due 2022 repurchased, plus accrued and unpaid interest, if any, to the date of repurchase.
The indenture contains covenants that, among other things, restrict NCM LLC’s ability and the ability of its restricted subsidiaries, if any, to: (1) incur additional debt; (2) make distributions or make certain other restricted payments; (3) make investments; (4) incur liens; (5) sell assets or merge with or into other companies; and (6) enter into transactions with affiliates. All of these restrictive covenants are subject to a number of important exceptions and qualifications. In particular, NCM LLC has the ability to distribute all of its quarterly available cash as a restricted payment or as an investment, if it meets a minimum net senior secured leverage ratio. NCM LLC was in compliance with these non-maintenance covenants as of September 29, 2016.
Senior Unsecured Notes due 2026
—On August 19, 2016, NCM LLC completed a private placement of $250.0 million in aggregate principal amount of 5.750% Senior Unsecured Notes (the “Notes due 2026”). The Notes due 2026 pay interest semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2017. The Notes due 2026 were issued at 100% of the face amount thereof and are the senior unsecured obligations of NCM LLC and will be effectively subordinated to all existing and future secured debt, including the Notes due 2022, its senior secured credit facility and any future asset backed loan facility. The Notes due 2026 will rank equally in right of payment with all of NCM LLC’s existing and future senior indebtedness, including the Notes due 2022, NCM LLC’s existing senior secured credit facility, any future asset backed loan facility, in each case, without giving effect to collateral arrangements. The Notes due 2026 will be effectively subordinated to all liabilities of any subsidiaries that NCM LLC may form or acquire in the future, unless those subsidiaries become guarantors of the Notes due 2026. NCM LLC does not currently have any subsidiaries, and the Notes due 2026 will not be guaranteed by any subsidiaries that NCM LLC may form or acquire in the future except in very limited circumstances.
NCM LLC may redeem all or any portion of the Notes due 2026 prior to August 15, 2021, at once or over time, at 100% of the principal amount plus the applicable make-whole premium, plus accrued and unpaid interest, if any, to the redemption date. NCM LLC may redeem all or any portion of the Notes due 2026, at once or over time, on or after August 15, 2021 at specified redemption prices, plus accrued and unpaid interest, if any, to the redemption date. In addition, at any time prior to August 15, 2019, NCM LLC may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes due 2026 from the net proceeds of certain equity offerings at a redemption price equal to 105.750% of the principal amount of the Notes due 2026 redeemed, plus accrued and unpaid interest, if any, to the redemption date. Upon the occurrence of a Change of Control (as defined in the indenture), NCM LLC will be required to make an offer to each holder of Notes due 2026 to repurchase all of such holder’s Notes due 2026 for a cash payment equal to 101.00% of the aggregate principal amount of the Notes due 2026 repurchased, plus accrued and unpaid interest, if any, to the date of repurchase.
17
NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The indenture contains covenants that, among other things, restrict NCM LLC’s ability and the ability of its restricted subsidiaries, if any, to: (1) i
ncur additional debt; (2) make distributions or make certain other restricted payments; (3) make investments; (4) incur liens; (5) sell assets or merge with or into other companies; and (6) enter into transactions with affiliates. All of these restrictive
covenants are subject to a number of important exceptions and qualifications. In particular, NCM LLC has the ability to distribute all of its quarterly available cash as a restricted payment or as an investment, if it meets a minimum net senior secured lev
erage ratio. NCM LLC was in compliance with these non-maintenance covenants as of September 29, 2016.
On October 3, 2016, NCM LLC filed a registration statement with the Securities and Exchange Commission (the “Commission”), pursuant to which NCM LLC offered to exchange the Notes due 2026 for substantially identical notes registered under the Securities Act of 1933, as amended, that do not contain terms restricting the transfer thereof or providing for registration rights. The registration statement was declared effective by the Commission on October 11, 2016. After the exchange offer expires on November 8, 2016, all of the original Notes due 2026 will be exchanged.
6. INCOME TAXES
The Company is subject to taxation in the U.S. and various states. The Company has established a contingency reserve for material, known tax exposures. The Company’s reserve reflects management’s judgment as to the resolution of the issues involved if subject to judicial review or other settlement. While the Company believes its reserves are adequate to cover reasonably expected tax risks, there can be no assurance that, in all instances, an issue raised by a tax authority will be resolved at a financial cost that does not exceed its related reserve. With respect to the reserve, the Company’ income tax expense would include (i) any changes in tax reserves arising from material changes during the period in the facts and circumstances (i.e., new information) surrounding a tax issue and (ii) any difference from the Company’s tax position as recorded in the financial statements and the final resolution of a tax issue during the period. Such resolution could materially increase or decrease income tax expense in the unaudited Condensed Consolidated Financial Statements in future periods and could impact operating cash flows.
Unrecognized tax benefits represent the aggregate tax effect of differences between tax return positions and the amounts otherwise recognized in the unaudited Condensed Consolidated Financial Statements. The total amount of unrecognized tax benefits as of September 29, 2016 and December 31, 2015, was $1.6 million and $3.9 million, respectively, excluding accrued interest and penalties, which if recognized would affect the effective tax rate. The Company recognizes interest and penalties with respect to unrecognized tax benefits in income tax expense in the unaudited Condensed Consolidated Statements of Income and records the liability in income taxes payable in the unaudited Condensed Consolidated Balance Sheets. The Company recognized $0.0 million, $0.0 million, $0.1 million and $0.0 million interest and penalties during the three months ended September 29, 2016 and October 1, 2015 and the nine months ended September 29, 2016 and October 1, 2015, respectively.
The Company has accrued $0.4 million and $1.0 million for the payment of interest and penalties as of September 29, 2016 and December 31, 2015, respectively.
During the three months ended September 29, 2016, the Company reversed approximately $2.9 million of its contingency reserve ($2.3 million of unrecognized tax benefits and $0.6 million of accrued interest and penalties) because the statute of limitations expired. It is reasonably possible that the Company’s total unrecognized tax benefits will decrease by approximately $1.3 million during the next twelve months due to the expiration of certain statutes of limitations.
7. COMMITMENTS AND CONTINGENCIES
Legal Actions
—The Company is subject to claims and legal actions in the ordinary course of business. The Company believes such claims will not have a material effect individually and in the aggregate on its financial position, results of operations or cash flows.
18
NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Minimum Revenue Guarantees
―As part of the network affiliate agreements entered into in
the ordinary course of business under which the Company sells advertising for display in various network affiliate theatre chains, the Company has agreed to certain minimum revenue guarantees on a per attendee basis. If a network affiliate achieves the att
endance set forth in their respective agreement, the Company has guaranteed minimum revenue for the network affiliate per attendee if such amount paid under the revenue share arrangement is less than its guaranteed amount. The amount and term varies for e
ach network affiliate, but terms range from three to twenty years, prior to any renewal periods of which some are at the option of the Company. As of September 29, 2016, the maximum potential amount of future payments the Company could be required to make
pursuant to the minimum revenue guarantees is $40.2 million over the remaining terms of the network affiliate agreements, which calculation does not include any potential future extensions. As of September 29, 2016 and December 31, 2015, the Company had
no liabilities recorded for these obligations, as such guarantees are less than the expected share of revenue paid to the network affiliate.
8. FAIR VALUE MEASUREMENTS
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1
—Quoted prices in active markets for identical assets or liabilities.
Level 2
—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3
—Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.
Non-Recurring Measurements
—Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances. These assets include long-lived assets, intangible assets, cost and equity method investments, notes receivable and borrowings.
Long-Lived Assets, Intangible Assets, Other Investments and Notes Receivable
—The Company regularly reviews long-lived assets (primarily property, plant and equipment), intangible assets, investments accounted for under the cost or equity method and notes receivable for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. When the estimated fair value is determined to be lower than the carrying value of the asset, an impairment charge is recorded to write the asset down to its estimated fair value.
Other investments consisted of the following (in millions):
|
|
As of
|
|
|
|
September 29,
2016
|
|
|
December 31,
2015
|
|
Investment in AC JV, LLC
(1)
|
|
$
|
1.2
|
|
|
$
|
1.2
|
|
Other investments
(2)
|
|
|
5.6
|
|
|
|
4.2
|
|
Total
|
|
$
|
6.8
|
|
|
$
|
5.4
|
|
|
(1)
|
Refer to Note 4—
Related Party Transactions
.
|
|
(2)
|
The Company received equity securities in privately held companies as consideration for a portion of advertising contracts. The equity securities were accounted for under the cost method and represent an ownership of less than 20%. The Company does not exert significant influence on these companies’ operating or financial activities.
|
19
NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
During the nine months ended September 29, 2016, the Company recorded an other-than-temporary impairment charge of $0.7 million on one of its investments which brought the inve
stment to a remaining value of $0.0 million. The fair value of the other investments has not been estimated as of September 29, 2016 and December 31, 2015 as there were no identified events or changes in the circumstances that had a significant adverse ef
fect on the fair value of those investments and it is not practicable to do so because the equity securities are not in publicly traded companies. As the inputs to the determination of fair value are based upon non-identical assets and use significant uno
bservable inputs, they have been classified as Level 3 in the fair value hierarchy.
As of September 29, 2016 and December 31, 2015, the Company had notes receivable totaling $16.7 million and $16.7 million, respectively, from its founding members related to the sale of Fathom Events, as described in Note 4—
Related Party Transactions
. These notes were initially valued using comparative market multiples. There were no identified events or changes in circumstances that had a significant adverse effect on the fair value of the notes receivable. The notes are classified as Level 3 in the fair value hierarchy as the inputs to the determination of fair value are based upon non-identical assets and use significant unobservable inputs.
Borrowings
—The carrying amount of the revolving credit facility is considered a reasonable estimate of fair value due to its floating-rate terms. The estimated fair values of the Company’s financial instruments where carrying values do not approximate fair value were as follows (in millions):
|
|
As of September 29,
2016
|
|
|
As of December 31,
2015
|
|
|
|
Carrying Value
|
|
|
Fair Value
(1)
|
|
|
Carrying Value
|
|
|
Fair Value
(1)
|
|
Term loans
|
|
$
|
270.0
|
|
|
$
|
270.7
|
|
|
$
|
270.0
|
|
|
$
|
269.3
|
|
Senior unsecured notes due 2021
|
|
|
—
|
|
|
|
—
|
|
|
|
200.0
|
|
|
|
208.4
|
|
Senior secured notes due 2022
|
|
|
400.0
|
|
|
|
418.0
|
|
|
|
400.0
|
|
|
|
414.5
|
|
Senior unsecured notes due 2026
|
|
|
250.0
|
|
|
|
259.2
|
|
|
|
—
|
|
|
|
—
|
|
|
(1)
|
The Company has estimated the fair value on an average of at least two non-binding broker quotes and the Company’s analysis. If the Company were to measure the borrowings in the above table at fair value on the balance sheet they would be classified as Level 2.
|
Recurring Measurements
—The fair values of the Company’s assets and liabilities measured on a recurring basis pursuant to ASC 820-10,
Fair Value Measurements and Disclosures
are as follows (in millions):
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
|
Fair Value as
of
September 29,
2016
|
|
|
Quoted
Prices
in Active
Markets
for Identical
Assets
(Level 1)
|
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
|
Significant Unobservable Inputs
(Level 3)
|
|
ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents
(1)
|
|
$
|
2.6
|
|
|
$
|
0.1
|
|
|
$
|
2.5
|
|
|
$
|
—
|
|
Short-term marketable securities
(2)
|
|
|
32.8
|
|
|
|
3.7
|
|
|
|
29.1
|
|
|
|
—
|
|
Long-term marketable securities
(2)
|
|
|
15.6
|
|
|
|
12.6
|
|
|
|
3.0
|
|
|
|
—
|
|
Total assets
|
|
$
|
51.0
|
|
|
$
|
16.4
|
|
|
$
|
34.6
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
|
Fair Value as
of
December 31,
2015
|
|
|
Quoted
Prices
in Active
Markets
for Identical
Assets
(Level 1)
|
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
|
Significant Unobservable Inputs
(Level 3)
|
|
ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents
(1)
|
|
$
|
6.4
|
|
|
$
|
6.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term marketable securities
(2)
|
|
|
13.2
|
|
|
|
9.5
|
|
|
|
3.7
|
|
|
|
—
|
|
Long-term marketable securities
(2)
|
|
|
40.5
|
|
|
|
30.6
|
|
|
|
9.9
|
|
|
|
—
|
|
Total assets
|
|
$
|
60.1
|
|
|
$
|
46.5
|
|
|
$
|
13.6
|
|
|
$
|
—
|
|
20
NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
(1)
|
Cash Equivalents
—The Company’s cash equivalents are carried at estimated fair value. Cash equivalents consist of money market accounts which the Company has classified as Level 1 giv
en the active market for these accounts and commercial paper with original maturities of three months or less, which are classified as Level 2 and are valued as described below.
|
|
(2)
|
Short-Term and Long-Term Marketable Securities
—The carrying amount and fair value of the marketable securities are equivalent since the Company accounts for these instruments at fair value. The Company’s government agency bonds, commercial paper and certificates of deposit are valued using third party broker quotes. The value of the Company’s government agency bonds is derived from quoted market information. The inputs in the valuation are generally classified as Level 1 given the active market for these securities; however, if an active market does not exist, the inputs are recorded at a lower level in the fair value hierarchy. The value of commercial paper and certificates of deposit is derived from pricing models using inputs based upon market information, including contractual terms, market prices and yield curves. The inputs to the valuation pricing models are observable in the market, and as such are generally classified as Level 2 in the fair value hierarchy. For the three and nine months ended September 29, 2016 and October 1, 2015, there was an inconsequential amount of net realized gains (losses) recognized in interest income and an inconsequential amount of net unrealized holding gains (losses) included in other comprehensive income. Original cost of short-term marketable securities is based on the specific identification method. As of September 29, 2016 and December 31, 2015, there were no gross unrealized losses related to individual securities that had been in a continuous loss position for 12 months or longer.
|
The amortized cost basis, aggregate fair value and maturities of the marketable securities the Company held as of September 29, 2016 and December 31, 2015 were as follows:
|
|
As of September 29, 2016
|
|
|
|
Amortized
Cost
Basis
(in
millions)
|
|
|
Aggregate
Fair
Value
(in
millions)
|
|
|
Maturities
(1)
(in
years)
|
|
MARKETABLE SECURITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term municipal bonds
|
|
$
|
2.7
|
|
|
$
|
2.7
|
|
|
|
0.5
|
|
Short-term U.S. government agency bonds
|
|
|
1.0
|
|
|
|
1.0
|
|
|
|
0.8
|
|
Short-term commercial paper:
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
|
|
|
10.6
|
|
|
|
10.6
|
|
|
|
0.4
|
|
Industrial
|
|
|
5.3
|
|
|
|
5.3
|
|
|
|
0.1
|
|
Utility
|
|
|
4.8
|
|
|
|
4.8
|
|
|
|
0.1
|
|
Short-term certificates of deposit
|
|
|
8.4
|
|
|
|
8.4
|
|
|
|
0.7
|
|
Total short-term marketable securities
|
|
|
32.8
|
|
|
|
32.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term U.S. government treasury bonds
|
|
|
1.2
|
|
|
|
1.2
|
|
|
|
1.1
|
|
Long-term municipal bonds
|
|
|
1.2
|
|
|
|
1.2
|
|
|
|
1.0
|
|
Long-term U.S. government agency bonds
|
|
|
10.1
|
|
|
|
10.2
|
|
|
|
3.0
|
|
Long-term certificates of deposit:
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
|
|
|
2.7
|
|
|
|
2.7
|
|
|
|
2.6
|
|
Industrial
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
1.1
|
|
Total long-term marketable securities
|
|
|
15.5
|
|
|
|
15.6
|
|
|
|
|
|
Total marketable securities
|
|
$
|
48.3
|
|
|
$
|
48.4
|
|
|
|
|
|
21
NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
|
As of December 31, 2015
|
|
|
|
Amortized
Cost
Basis
(in
millions)
|
|
|
Aggregate
Fair
Value
(in
millions)
|
|
|
Maturities
(1)
(in
years)
|
|
MARKETABLE SECURITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term municipal bonds
|
|
$
|
9.5
|
|
|
$
|
9.5
|
|
|
|
0.4
|
|
Short-term certificates of deposit
|
|
|
3.7
|
|
|
|
3.7
|
|
|
|
0.6
|
|
Total short-term marketable securities
|
|
|
13.2
|
|
|
|
13.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term U.S. government treasury bonds
|
|
|
1.2
|
|
|
|
1.2
|
|
|
|
1.8
|
|
Long-term municipal bonds
|
|
|
1.7
|
|
|
|
1.7
|
|
|
|
1.7
|
|
Long-term U.S. government agency bonds
|
|
|
27.9
|
|
|
|
27.7
|
|
|
|
3.4
|
|
Long-term certificates of deposit
|
|
|
9.9
|
|
|
|
9.9
|
|
|
|
1.9
|
|
Total long-term marketable securities
|
|
|
40.7
|
|
|
|
40.5
|
|
|
|
|
|
Total marketable securities
|
|
$
|
53.9
|
|
|
$
|
53.7
|
|
|
|
|
|
|
(1)
|
Maturities
—Securities available for sale include obligations with various contractual maturity dates some of which are greater than one year. The Company considers the securities to be liquid and convertible to cash within 30 days.
|
9. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
During 2012, NCM LLC terminated interest rate swap agreements that were used to hedge its interest rate risk associated with its term loan. Following the termination of the swap agreements, the variable interest rate on NCM LLC’s $270.0 million term loan is unhedged and as of September 29, 2016 and December 31, 2015, the Company did not have any outstanding derivative assets or liabilities. A portion of the breakage fees paid to terminate the swap agreements was for swaps in which the underlying debt remained outstanding. The balance in AOCI related to these swaps was fixed and was amortized into earnings over the remaining period during which interest payments were hedged, or February 13, 2015. The Company considered the guidance in ASC 815,
Derivatives and Hedging
which states that amounts in AOCI shall be reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. As of September 29, 2016, there were no amounts outstanding related to these discontinued cash flow hedges.
The changes in AOCI by component for the nine months ended September 29, 2016 and October 1, 2015 were as follows (in millions):
|
|
Nine Months Ended
|
|
|
|
|
|
September 29,
2016
|
|
|
October 1,
2015
|
|
|
Income Statement Location
|
Balance at beginning of period
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
|
|
Amounts reclassified from AOCI:
|
|
|
|
|
|
|
|
|
|
|
Amortization on discontinued cash
flow hedges
|
|
|
—
|
|
|
|
1.6
|
|
|
Amortization
of
terminated
derivatives
|
Total amounts reclassified from AOCI
|
|
|
—
|
|
|
|
1.6
|
|
|
|
Noncontrolling interest on reclassifications
|
|
|
—
|
|
|
|
(0.9
|
)
|
|
|
Tax effect on reclassifications
|
|
|
—
|
|
|
|
(0.3
|
)
|
|
|
Balance at end of period
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
10. SUBSEQUENT EVENT
On November 3, 2016, the Company declared a cash dividend of $0.22 per share (approximately $13.2 million) on each share of the Company’s common stock (not including outstanding restricted stock which will accrue dividends until the shares vest) to stockholders of record on November 18, 2016 to be paid on December 2, 2016.
22