Quarterly report pursuant to Section 13 or 15(d)

Other Investments

v3.8.0.1
Other Investments
9 Months Ended
Sep. 30, 2017
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 nine months ended September 30, 2017:

 

 

 

DCIP

 

 

AC JV,

LLC

 

 

DCDC

 

 

Other

 

 

Total

 

Balance at January 1, 2017

 

$

87,819

 

 

$

5,980

 

 

$

2,750

 

 

$

1,768

 

 

$

98,317

 

Cash contributions

 

 

1,109

 

 

 

 

 

 

 

 

 

68

 

 

 

1,177

 

Cash distributions

 

 

(5,212

)

 

 

 

 

 

 

 

 

 

 

 

(5,212

)

Equity in income

 

 

16,820

 

 

 

996

 

 

 

853

 

 

 

 

 

 

18,669

 

Equity in other comprehensive income

 

 

92

 

 

 

 

 

 

 

 

 

 

 

 

92

 

Other

 

 

 

 

 

 

 

 

 

 

 

(165

)

 

 

(165

)

Balance at September 30, 2017

 

$

100,628

 

 

$

6,976

 

 

$

3,603

 

 

$

1,671

 

 

$

112,878

 

 

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 September 30, 2017, 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 for the three and nine months ended September 30, 2017 and 2016.

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30, 2017

 

 

September 30, 2016

 

 

September 30, 2017

 

 

September 30, 2016

 

Gross revenues

 

$

39,961

 

 

$

48,274

 

 

$

132,535

 

 

$

133,675

 

Operating income

 

$

22,702

 

 

$

31,180

 

 

$

80,574

 

 

$

82,369

 

Net income

 

$

19,701

 

 

$

26,949

 

 

$

69,458

 

 

$

67,728

 

 

As of September 30, 2017, the Company had 3,796 digital projection systems being leased under the master equipment lease agreement with Kasima LLC, which is an indirect subsidiary of DCIP and a related party to the Company. The Company had the following transactions, reflected in utilities and other costs on the condensed consolidated income statement, with DCIP during the three and nine months ended September 30, 2017 and 2016:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30, 2017

 

 

September 30, 2016

 

 

September 30, 2017

 

 

September 30, 2016

 

Equipment lease payments

 

$

1,452

 

 

$

1,333

 

 

$

4,333

 

 

$

3,864

 

Warranty reimbursements from DCIP

 

$

(2,234

)

 

$

(1,608

)

 

$

(6,141

)

 

$

(4,367

)

Management service fees

 

$

207

 

 

$

207

 

 

$

619

 

 

$

619

 

 

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 that augment their feature film schedule. The Fathom Consumer Events business includes live and pre-recorded concerts featuring contemporary music, opera and symphony, DVD product releases and marketing events, theatrical premieres, Broadway plays, live sporting events and other special events. The Company paid event fees to AC of $9,448 and $7,808 for the nine months ended September 30, 2017 and 2016, respectively, which are included in film rentals and advertising costs on the condensed consolidated statements of income.

AC was formed by the AC Founding Members and NCM. NCM, under a contribution agreement, contributed the assets associated with its Fathom Events division to AC in exchange for 97% ownership of the Class A Units of AC. Under a separate contribution agreement, the Founding Members each contributed cash of approximately $268 to AC in exchange for 1% of the Class A Units of AC. Subsequently,  NCM and the Founding Members entered into a Membership Interest Purchase Agreement, under which NCM sold each of the Founding Members 31% of its Class A Units in AC, the aggregate value of which was determined to be $25,000, in exchange for a six-year promissory note.  Each of the Founding Members’ promissory notes were originally for $8,333, 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 September 30, 2017 was $4,167.

Digital Cinema Distribution Coalition

Digital Cinema Distribution Coalition (“DCDC”) is a joint venture among the Company, Universal, Warner Bros., AMC and Regal.  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 $637 and $707 to DCDC during the nine months ended September 30, 2017 and 2016, respectively, related to content delivery services provided by DCDC.  These fees are included in film rentals and advertising costs on the condensed consolidated statements of income.