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Other Investments
9 Months Ended
Sep. 30, 2015
Other Investments
7. Other Investments

The Company had the following other investments at September 30, 2015:

 

Digital Cinema Implementation Partners LLC (“DCIP”), equity method investment

   $  65,188   

RealD, Inc. (“RealD”), investment in marketable security

     11,751   

AC JV, LLC, equity method investment

     8,923   

Digital Cinema Distribution Coalition (“DCDC”), equity method investment

     2,562   

Other

     635   
  

 

 

 

Total

   $ 89,059   
  

 

 

 

Below is a summary of activity for each of the investments for the nine months ended September 30, 2015:

 

     DCIP     RealD     AC JV,
LLC
     DCDC      Other     Total  

Balance at January 1, 2015

   $ 51,277     $ 14,429     $ 7,899       $ 2,438      $ 1,615     $ 77,658  

Cash contributions, net of cash distributions received

     1,635        —          —           —           —          1,635   

Equity in income

     12,552        —          1,024         124         —          13,700   

Equity in comprehensive loss

     (276     —          —           —           —          (276

Unrealized holding loss

     —          (2,678     —           —           —          (2,678

Sale of investment in Taiwan (1)

     —          —          —           —           (1,383     (1,383

Other

     —          —          —           —           403        403   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Balance at September 30, 2015

   $ 65,188      $ 11,751      $ 8,923       $ 2,562       $ 635      $ 89,059   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

 

(1)  The Company sold its investment in a Taiwan joint venture for approximately $2,634, resulting in a gain of $1,251, which is included in (gain) loss on sale of assets and other for the three and nine months ended September 30, 2015.

 

Digital Cinema Implementation Partners LLC

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. On March 10, 2010, the Company signed a master equipment lease agreement and other related agreements (collectively the “Agreements”) with Kasima LLC (“Kasima”), which is an indirect subsidiary of DCIP and a related party to the Company. Upon signing the Agreements, the Company contributed the majority of its U.S. digital projection systems to DCIP, which DCIP then contributed to Kasima. The Company has a variable interest in Kasima through the terms of its master equipment lease agreement; however, the Company has determined that it is not the primary beneficiary of Kasima, as the Company does not have the ability to direct the activities of Kasima that most significantly impact Kasima’s economic performance. As of September 30, 2015, 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, 2015 and 2014.

 

     Three Months Ended September 30,      Nine Months Ended September 30,  
     2015      2014      2015      2014  

Revenues

   $ 43,129       $ 41,600       $ 123,731       $ 127,684   

Operating income

   $ 26,178       $ 24,913       $ 72,945       $ 75,917   

Net income

   $ 20,189       $ 17,759       $ 54,153       $ 42,352   

As of September 30, 2015, the Company had 3,750 digital projection systems being leased under the master equipment lease agreement with Kasima. The Company made equipment lease payments of approximately $3,133 and $3,005 during the nine months ended September 30, 2015 and 2014, respectively, which are included in utilities and other costs on the condensed consolidated statements of income.

 

RealD, Inc.

The Company licenses 3-D systems from RealD. The Company owns 1,222,780 shares of RealD and accounts for its investment in RealD as a marketable security. The Company has determined that its RealD shares are available-for-sale securities in accordance with ASC Topic 320-10-35-1, therefore unrealized holding gains and losses are reported as a component of accumulated other comprehensive loss until realized.

As of September 30, 2015, the estimated fair value of the Company’s investment in RealD was $11,751, which is based on the closing price of RealD’s common stock on September 30, 2015, and falls under Level 1 of the U.S. GAAP fair value hierarchy as defined by ASC Topic 820-10-35. The Company paid licensing fees of $11,054 and $12,897 during the nine months ended September 30, 2015 and 2014, respectively, which are included in utilities and other costs on the condensed consolidated statements of income.

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 new joint venture that now 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 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 of $9,031 and $0 for the nine months ended September 30, 2015 and 2014, 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, with the first of such payments made during December 2014.

Digital Cinema Distribution Coalition

Digital Cinema Distribution Coalition, LLC (“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 $542 and $589 during the nine months ended September 30, 2015 and 2014, 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.