Annual report pursuant to Section 13 and 15(d)

Other Investments

v3.10.0.1
Other Investments
12 Months Ended
Dec. 31, 2018
Financial Support For Nonconsolidated Legal Entity [Abstract]  
Other Investments

7.

OTHER INVESTMENTS

Below is a summary of activity for each of the Company’s other investments for the periods indicated:

 

 

 

DCIP

 

 

RealD

 

 

AC JV,

LLC

 

 

DCDC

 

 

FE Concepts

 

 

Other

 

 

Total

 

Balance at January 1, 2016

 

$

71,579

 

 

$

12,900

 

 

$

7,269

 

 

$

2,562

 

 

$

 

 

$

663

 

 

$

94,973

 

Cash contributions

 

 

717

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

415

 

 

 

1,132

 

Equity in income

 

 

21,434

 

 

 

 

 

 

311

 

 

 

870

 

 

 

 

 

 

 

 

 

22,615

 

Equity in comprehensive income

 

 

89

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

89

 

Sale of investment (1)

 

 

 

 

 

(12,900

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(12,900

)

Cash distributions received

 

 

(6,000

)

 

 

 

 

 

(1,600

)

 

 

(98

)

 

 

 

 

 

 

 

 

(7,698

)

Other (2)

 

 

 

 

 

 

 

 

 

 

 

(584

)

 

 

 

 

 

690

 

 

 

106

 

Balance at December 31, 2016

 

$

87,819

 

 

$

 

 

$

5,980

 

 

$

2,750

 

 

$

 

 

$

1,768

 

 

$

98,317

 

Cash contributions

 

 

1,112

 

 

 

 

 

 

 

 

 

 

 

 

104

 

 

 

2,499

 

 

 

3,715

 

Equity in income

 

 

22,900

 

 

 

 

 

 

2,336

 

 

 

1,199

 

 

 

 

 

 

 

 

 

26,435

 

Equity in comprehensive income

 

 

248

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

248

 

Cash distributions received

 

 

(5,864

)

 

 

 

 

 

(2,400

)

 

 

(351

)

 

 

 

 

 

 

 

 

(8,615

)

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(55

)

 

 

(55

)

Balance at December 31, 2017

 

$

106,215

 

 

$

 

 

$

5,916

 

 

$

3,598

 

 

$

104

 

 

$

4,212

 

 

$

120,045

 

Cash contributions

 

 

2,076

 

 

 

 

 

 

 

 

 

 

 

 

20,000

 

 

 

 

 

 

22,076

 

Equity in income (loss)

 

 

22,899

 

 

 

 

 

 

1,270

 

 

 

1,313

 

 

 

(82

)

 

 

 

 

 

25,400

 

Equity in comprehensive loss

 

 

(139

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(139

)

Cash distributions received

 

 

(5,799

)

 

 

 

 

 

(1,920

)

 

 

(219

)

 

 

 

 

 

 

 

 

(7,938

)

Other (2)

 

 

 

 

 

 

 

 

 

 

 

(2,437

)

 

 

(104

)

 

 

(137

)

 

 

(2,678

)

Balance at December 31, 2018

 

$

125,252

 

 

$

 

 

$

5,266

 

 

$

2,255

 

 

$

19,918

 

 

$

4,075

 

 

$

156,766

 

(1)

See further discussion of the sale of the investment held by the Company under RealD, Inc. below.

(2)

Other activity for DCDC for the years ended December 31, 2016 and 2018 consisted of returns of capital originally contributed by the Company.

Digital Cinema Implementation Partners LLC (“DCIP”)

On February 12, 2007, the Company, AMC and Regal entered into a joint venture known as DCIP to facilitate the implementation of digital cinema in the Company’s theatres and to establish agreements with major motion picture studios for the financing of digital cinema. As of December 31, 2018, the Company had a 33% voting interest in DCIP and a 24.3% economic interest in DCIP. The Company accounts for its investment in DCIP and its subsidiaries under the equity method of accounting.

Below is summary financial information for DCIP as of and for the years ended December 31, 2016, 2017 and 2018:

 

 

 

Year ended December 31,

 

 

 

2016

 

 

2017

 

 

2018

 

Revenues

 

$

178,836

 

 

$

177,382

 

 

$

172,534

 

Operating income

 

$

107,919

 

 

$

106,687

 

 

$

102,236

 

Net income

 

$

89,152

 

 

$

93,103

 

 

$

94,757

 

 

 

 

As of

 

 

 

December 31, 2017

 

 

December 31, 2018

 

Current assets

 

$

56,296

 

 

$

57,907

 

Noncurrent assets

 

$

772,438

 

 

$

684,545

 

Current liabilities

 

$

59,153

 

 

$

67,408

 

Noncurrent liabilities

 

$

296,889

 

 

$

125,596

 

Members' equity

 

$

472,692

 

 

$

549,448

 

 

The digital projection systems are being leased from Kasima LLC (“Kasima”), which is an indirect subsidiary of DCIP and a related party to the Company, under an operating lease with an initial term of twelve years that contains ten one-year fair value renewal options. The equipment lease agreement also contains a fair value purchase option. Under the equipment lease agreement, the Company pays annual rent of one thousand dollars per digital projection system. The Company may also be subject to various types of other rent if such digital projection systems do not meet minimum performance requirements as outlined in the agreements. Certain of the other rent payments are subject to either a monthly or an annual maximum. As of December 31, 2018, the Company had 3,837 digital projection systems being leased under the master equipment lease agreement with Kasima. The Company had the following transactions with DCIP during the years ended December 31, 2016, 2017 and 2018:

 

 

 

Year Ended December 31,

 

 

 

2016

 

 

2017

 

 

2018

 

Equipment lease payments

 

$

5,217

 

 

$

5,743

 

 

$

4,862

 

Warranty reimbursements from DCIP

 

$

(6,091

)

 

$

(8,511

)

 

$

(10,800

)

Management services fees

 

$

825

 

 

$

823

 

 

$

730

 

 

RealD, Inc. (“RealD”)

The Company licenses 3-D systems from RealD. Under its license agreement with RealD, the Company earned options to purchase shares of RealD common stock as it installed a certain number of 3-D systems as outlined in the license agreement.  During 2010 and 2011, the Company vested in a total of 1,222,780 RealD options. Upon vesting in these options, the Company recorded an investment in RealD and a deferred lease incentive liability using the estimated fair value of the RealD options at the time of vesting. During March 2011, the Company exercised all of its options to purchase shares of common stock in RealD for $0.00667 per share.

The Company owned 1,222,780 shares of RealD and accounted for its investment in RealD as a marketable security, specifically an available-for-sale security, in accordance with ASC Topic 320-10-35-1, therefore unrealized holding gains and losses were reported as a component of accumulated other comprehensive loss until realized.

On March 22, 2016, an affiliate of Rizvi Traverse Management, LLC acquired RealD for $11.00 per share. As a result of the transaction, the Company sold its shares for approximately $13,451 and recognized a gain of $3,742, which included the recognition of a cumulative unrealized holding gain of $3,191 previously recorded in accumulated other comprehensive loss. The gain is reflected within loss on disposal of assets and other on the consolidated statement of income for the year ended December 31, 2016. The Company used the proceeds to make a pre-payment on its term loan in accordance with the terms of its senior secured credit facility.

AC JV, LLC

During December 2013, the Company, Regal, AMC (the “AC Founding Members”) and NCM entered into a series of agreements that resulted in the formation of AC JV, LLC (“AC”), a joint venture that owns “Fathom Events” (consisting of Fathom Events and Fathom Consumer Events) formerly operated by NCM.  The Fathom Events business focuses on the marketing and distribution of live and pre-recorded entertainment programming to various theatre operators to provide additional programs to augment their feature film schedule. The Company paid event fees to AC of $10,871, $13,950 and $12,481 for the years ended December 31, 2016, 2017 and 2018, respectively, which are included in film rentals and advertising costs on the consolidated statements of income.  The Company accounts for its investment in AC under the equity method of accounting.

AC was formed by the AC Founding Members and NCM. NCM contributed the assets associated with its Fathom Events division to AC.  Each of the Founding Members contributed cash of approximately $268 and a six-year promissory note in the amount of $8,333 in exchange for 32% of Class A Units in AC.  Each of the Founding Members’ Promissory Notes bear interest at 5% per annum and require annual principal and interest payments. The remaining outstanding balance of the note payable from the Company to NCM as of December 31, 2018 was $1,389.

Digital Cinema Distribution Coalition

The Company is a party to a joint venture with certain exhibitors and distributors called Digital Cinema Distribution Coalition (“DCDC”).  DCDC operates a satellite distribution network that distributes all digital content to U.S. theatres via satellite. The Company has an approximate 14.6% ownership in DCDC. The Company paid approximately $939, $848 and $927 to DCDC during the years ended December 31, 2016, 2017 and 2018, respectively, related to content delivery services, which is included in film rentals and advertising costs on the consolidated statements of income.  The Company accounts for its investment in DCDC under the equity method of accounting.

FE Concepts, LLC

During April 2018, the Company, through its wholly-owned indirect subsidiary CNMK Texas Properties, LLC (“CNMK”), formed a joint venture, FE Concepts, LLC (“FE Concepts”) with AWSR Investments, LLC (“AWSR”), an entity owned by Lee Roy Mitchell and Tandy Mitchell.  FE Concepts will develop and operate a family entertainment center that offers bowling, gaming, movies and other amenities.  The Company and AWSR each invested approximately $20,000 and each have a 50% voting interest in FE Concepts.  The Company accounts for its investment in FE Concepts under the equity method of accounting.