Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 26, 2013 | Oct. 29, 2013 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 26-Sep-13 | |
Document Fiscal Year Focus | 2013 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | National CineMedia, Inc. | |
Entity Central Index Key | 1377630 | |
Entity Filer Category | Large Accelerated Filer | |
Current Fiscal Year End Date | -14 | |
Entity Common Stock, Shares Outstanding | 60,295,948 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 26, 2013 | Dec. 27, 2012 | ||
In Millions, unless otherwise specified | ||||
ASSETS | ||||
Cash and cash equivalents | $69.80 | $72.40 | ||
Short-term marketable securities | 57.4 | 34.2 | ||
Receivables, net of allowance of $5.4 and $4.5, respectively | 108.3 | 98.5 | ||
Prepaid expenses (including $0.2 and $0.0 to founding members, respectively) | 3.9 | 2.4 | ||
Deferred tax assets | 4.8 | 4.9 | ||
Income tax receivable | 7.4 | 8.3 | ||
Total current assets | 251.6 | 220.7 | ||
NON-CURRENT ASSETS: | ||||
Property and equipment, net of accumulated depreciation of $66.6 and $63.1, respectively | 26 | 25.7 | ||
Intangible assets, net of accumulated amortization of $43.6 and $32.5, respectively | 436.1 | 280.3 | ||
Deferred tax assets, net of valuation allowance of $3.3 and $3.3, respectively | 249.3 | 264.3 | ||
Debt issuance costs, net of accumulated amortization of $14.3 and $12.2, respectively | 18.3 | 18.3 | ||
Other investment | 0.8 | 0.8 | ||
Other long-term assets | 0.4 | 0.4 | ||
Total non-current assets | 730.9 | 589.8 | ||
TOTAL ASSETS | 982.5 | 810.5 | ||
LIABILITIES AND EQUITY/(DEFICIT) | ||||
Amounts due to founding members | 35 | 19.8 | ||
Payable to founding members under tax sharing agreement | 24.9 | [1] | 19.6 | [1] |
Accrued expenses | 20.4 | 18.5 | ||
Accrued payroll and related expenses | 12.3 | 11.6 | ||
Accounts payable (including $0.9 and $0.9 to related party affiliates, respectively) | 10.8 | 15.7 | ||
Deferred revenue | 8.9 | 5.7 | ||
Deferred tax liability | 0.2 | 0.2 | ||
Total current liabilities | 112.5 | 91.1 | ||
NON-CURRENT LIABILITIES: | ||||
Borrowings | 884 | 879 | ||
Deferred tax liability | 60.3 | 59.3 | ||
Payable to founding members under tax sharing agreement | 143.2 | [1] | 137.5 | [1] |
Total non-current liabilities | 1,087.50 | 1,075.80 | ||
Total liabilities | 1,200 | 1,166.90 | ||
COMMITMENTS AND CONTINGENCIES (NOTE 6) | ||||
EQUITY/(DEFICIT): | ||||
Preferred stock, $0.01 par value; 10,000,000 shares authorized, none issued and outstanding, respectively | ||||
Common stock, $0.01 par value; 175,000,000 shares authorized, 58,280,044 and 54,486,259 issued and outstanding, respectively | 0.6 | 0.5 | ||
Additional paid in capital (deficit) | -288.3 | -362.4 | ||
Retained earnings (distributions in excess of earnings) | -85.8 | -70.5 | ||
Accumulated other comprehensive loss | -4.2 | -6.7 | ||
Total NCM, Inc. stockholders' equity/(deficit) | -377.7 | -439.1 | ||
Noncontrolling interests | 160.2 | 82.7 | ||
Total equity/(deficit) | -217.5 | -356.4 | ||
TOTAL LIABILITIES AND EQUITY | $982.50 | $810.50 | ||
[1] | The Company paid the founding members $10.1 million in the first quarter of 2013, of which $0.9 million was for the 2011 tax year and $9.2 million was for the 2012 tax year |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 26, 2013 | Dec. 27, 2012 | |
In Millions, except Share data, unless otherwise specified | |||
Allowance for doubtful accounts receivable | $5.40 | $4.50 | |
Prepaid expenses (including $0.2 and $0.0 to founding members, respectively) | 3.9 | 2.4 | |
Accumulated depreciation, property and equipment | 66.6 | 63.1 | |
Accumulated amortization, intangible assets | 43.6 | 32.5 | |
Valuation allowance, deferred tax assets | 3.3 | 3.3 | |
Accumulated amortization, debt issuance costs | 14.3 | 12.2 | |
Accounts payable, related parties | 0.9 | 0.9 | |
Preferred stock, par value | $0.01 | $0.01 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, par value | $0.01 | $0.01 | |
Common stock, shares authorized | 175,000,000 | 175,000,000 | |
Common stock, shares issued | 58,280,044 | 54,486,259 | |
Common stock, shares outstanding | 58,280,044 | 54,486,259 | |
Purchase Of Movie Tickets And Concession Products [Member] | |||
Prepaid expenses (including $0.2 and $0.0 to founding members, respectively) | $0.20 | [1] | $0 |
[1] | Used primarily for marketing to NCM LLCbs advertising clients and marketing resale to Fathom Events customers. |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements Of Income (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Millions, except Share data, unless otherwise specified | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 | ||||
REVENUE: | ||||||||
Advertising (including revenue from founding members of $11.5, $10.0, $31.6 and $30.0, respectively) | $127.60 | $138 | $318.20 | $305.60 | ||||
Fathom Events | 7.5 | 5.7 | 21.9 | 27.3 | ||||
Total | 135.1 | 143.7 | 340.1 | 332.9 | ||||
OPERATING EXPENSES: | ||||||||
Advertising operating costs (including $1.1, $1.4, $2.6 and $3.1 to related party affiliates, respectively) | 7.9 | 11 | 21.7 | 23.7 | ||||
Fathom Events operating costs (including $1.3, $1.0, $3.3 and $4.2 to founding members, respectively) | 5.4 | 4.5 | 15.4 | 20 | ||||
Network costs | 5.1 | 5.1 | 15.2 | 15.3 | ||||
Theatre access fees-founding members | 18.7 | [1] | 16.3 | [1] | 52.4 | [1] | 48.3 | [1] |
Selling and marketing costs (including $0.3, $0.4, $1.0 and $0.8 to founding members, respectively) | 15.6 | 15.7 | 46.7 | 45.7 | ||||
Administrative and other costs | 7.8 | 8 | 22.9 | 24.6 | ||||
Depreciation and amortization | 7.2 | 5 | 18.8 | 14.9 | ||||
Total | 67.7 | 65.6 | 193.1 | 192.5 | ||||
OPERATING INCOME | 67.4 | 78.1 | 147 | 140.4 | ||||
NON-OPERATING EXPENSES: | ||||||||
Interest on borrowings | 12.8 | 14.3 | 38.9 | 42.7 | ||||
Interest income | -0.1 | -0.1 | -0.3 | -0.3 | ||||
Accretion of interest on the discounted payable to founding members under tax sharing agreement | 3.4 | 4.1 | 10.2 | 11.1 | ||||
Change in derivative fair value | -0.7 | -2.2 | ||||||
Amortization of terminated derivatives | 2.6 | 1.3 | 7.8 | 2.4 | ||||
Loss on swap terminations | 26.7 | |||||||
Other non-operating expense | 1.2 | 2.4 | ||||||
Total | 18.7 | 18.9 | 57.8 | 82.8 | ||||
INCOME BEFORE INCOME TAXES | 48.7 | 59.2 | 89.2 | 57.6 | ||||
Income tax expense | 6.4 | 10.2 | 13 | 8.8 | ||||
CONSOLIDATED NET INCOME | 42.3 | 49 | 76.2 | 48.8 | ||||
Less: Net income attributable to noncontrolling interests | 28.6 | 32.3 | 54 | 34.9 | ||||
NET INCOME ATTRIBUTABLE TO NCM, INC. | $13.70 | $16.70 | $22.20 | $13.90 | ||||
NET INCOME PER NCM, INC. COMMON SHARE: | ||||||||
Basic | $0.24 | $0.31 | $0.40 | $0.26 | ||||
Diluted | $0.24 | $0.30 | $0.40 | $0.25 | ||||
WEIGHTED AVERAGE SHARES OUTSTANDING: | ||||||||
Basic | 56,027,288 | 54,451,200 | 55,233,875 | 54,344,944 | ||||
Diluted | 56,875,241 | 55,179,666 | 55,864,471 | 55,005,678 | ||||
Dividends declared per common share | $0.22 | $0.22 | $0.66 | $0.66 | ||||
[1] | Comprised of payments per theatre attendee, payments per digital screen with respect to the founding member theatres included in the Companybs network and payments for access to higher quality digital cinema equipment |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements Of Income (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 |
Revenue from founding members | $11.50 | $10 | $31.60 | $30 |
Advertising Operating Cost [Member] | ||||
Costs to founding members/related party affiliates | 1.1 | 1.4 | 2.6 | 3.1 |
Fathom Events Operating Cost [Member] | ||||
Costs to founding members/related party affiliates | 1.3 | 1 | 3.3 | 4.2 |
Selling And Marketing Cost [Member] | ||||
Costs to founding members/related party affiliates | $0.30 | $0.40 | $1 | $0.80 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements Of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 |
Consolidated Statements Of Comprehensive Income [Abstract] | ||||
CONSOLIDATED NET INCOME, NET OF TAX | $42.30 | $49 | $76.20 | $48.80 |
OTHER COMPREHENSIVE INCOME, NET OF TAX: | ||||
Amortization of terminated derivatives, net of tax | 2.1 | 1.1 | 6.4 | 2 |
Net unrealized gain on cash flow hedges, net of tax | 0.6 | 24.8 | ||
CONSOLIDATED COMPREHENSIVE INCOME | 44.4 | 50.7 | 82.6 | 75.6 |
Less: Comprehensive income attributable to noncontrolling interests | 30 | 33.4 | 58.2 | 51.8 |
COMPREHENSIVE INCOME ATTRIBUTABLE TO NCM, INC. | $14.40 | $17.30 | $24.40 | $23.80 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements Of Cash Flows (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 26, 2013 | Sep. 27, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Consolidated net income | $76.20 | $48.80 |
Adjustments to reconcile consolidated net income to net cash provided by operating activities: | ||
Deferred income tax expense | 11.4 | 13.3 |
Depreciation and amortization | 18.8 | 14.9 |
Non-cash share-based compensation | 6.2 | 7.6 |
Excess tax benefit from share-based compensation | -0.1 | |
Accretion of interest on the discounted payable to founding members under tax sharing agreement | 10.2 | 11.1 |
Net unrealized gain on hedging activities | -2.2 | |
Amortization of terminated derivatives | 7.8 | 2.4 |
Amortization of debt issuance costs | 2.1 | 2.1 |
Write-off of debt issuance costs and other non-operating items | 1.2 | 2.5 |
Loss on swap terminations | 26.7 | |
Payment for swap terminations | -40.2 | |
Changes in operating assets and liabilities: | ||
Receivables, net | -9.8 | -28 |
Accounts payable and accrued expenses | -3.2 | 4.8 |
Amounts due to founding members | 1 | 1.4 |
Payment to founding members under tax sharing agreement | -10.1 | -18.2 |
Income taxes and other | 2.1 | -14.7 |
Net cash provided by operating activities | 113.9 | 32.2 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | -7.9 | -7.6 |
Purchases of marketable securities | -96.9 | -37.4 |
Proceeds from sale and maturities of marketable securities | 73.8 | 47.5 |
Payment from founding members for intangible assets | 0.2 | |
Purchases of intangible assets from affiliate circuits | -8.9 | -7.2 |
Net cash used in investing activities | -39.9 | -4.5 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payment of dividends | -36.4 | -36.7 |
Proceeds from borrowings | 44 | 491 |
Repayments of borrowings | -39 | -435 |
Payment of debt issuance costs | -3.4 | -8.5 |
Founding member integration payments | 1.1 | |
Distributions to founding members | -57.7 | -44.2 |
Excess tax benefit from share-based compensation | 0.1 | |
Proceeds from stock option exercises | 16.5 | 2.1 |
Repurchase of stock for restricted stock tax withholding | -1.7 | -2.2 |
Net cash used in financing activities | -76.6 | -33.4 |
Change in cash and cash equivalents | -2.6 | -5.7 |
Cash and cash equivalents at beginning of period | 72.4 | 65.9 |
Cash and cash equivalents at end of period | 69.8 | 60.2 |
Supplemental disclosure of non-cash financing and investing activity: | ||
Purchase of an intangible asset with subsidiary equity | 160.2 | 10.1 |
Purchase of subsidiary equity with NCM, Inc. equity | 41.3 | |
Increase in cost method investment | 0.6 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 34.9 | 33.7 |
Cash paid for income taxes | $0.50 | $5.10 |
Consolidated_Statements_Of_Equ
Consolidated Statements Of Equity/(Deficit) (USD $) | Common Stock [Member] | Additional Paid In Capital (Deficit) [Member] | Retained Earnings (Distribution In Excess Of Earnings) [Member] | Accumulated Other Comprehensive Loss [Member] | Noncontrolling Interest [Member] | Total |
In Millions | ||||||
Balance at Dec. 29, 2011 | $0.50 | ($376.20) | ($34.90) | ($17.30) | $81.10 | ($346.80) |
Distributions to founding members | -55.9 | -55.9 | ||||
Subsidiary equity issued for purchase of intangible asset | 4.9 | 5.2 | 10.1 | |||
Income tax and other impacts of subsidiary ownership changes | -2.6 | 0.1 | 1 | -1.5 | ||
Comprehensive income, net of tax | 13.9 | 9.9 | 51.8 | 75.6 | ||
Share-based compensation issued | -0.1 | -0.1 | ||||
Share-based compensation expense/capitalized | 5.8 | 1.9 | 7.7 | |||
Excess tax benefit from share-based compensation | -0.1 | -0.1 | ||||
Cash dividends declared | -36.7 | -36.7 | ||||
Balance at Sep. 27, 2012 | 0.5 | -368.3 | -57.7 | -7.3 | 85.1 | -347.7 |
Balance at Dec. 27, 2012 | 0.5 | -362.4 | -70.5 | -6.7 | 82.7 | -356.4 |
Distributions to founding members | -72.9 | -72.9 | ||||
Subsidiary equity issued for purchase of intangible asset | 73.2 | 87 | 160.2 | |||
Income tax and other impacts of subsidiary ownership changes | -18.2 | 0.3 | 3.1 | -14.8 | ||
Issuance of shares, value | 41.3 | 41.3 | ||||
NCM, Inc. Investment in subsidiary, value | -41.3 | -41.3 | ||||
Comprehensive income, net of tax | 22.2 | 2.2 | 58.2 | 82.6 | ||
Share-based compensation issued | 0.1 | 14.7 | 14.8 | |||
Share-based compensation expense/capitalized | 4.4 | 2.1 | 6.5 | |||
Cash dividends declared | -37.5 | -37.5 | ||||
Balance at Sep. 26, 2013 | $0.60 | ($288.30) | ($85.80) | ($4.20) | $160.20 | ($217.50) |
Consolidated_Statements_Of_Equ1
Consolidated Statements Of Equity/(Deficit) (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 | |
Consolidated Statements Of Equity/(Deficit) [Abstract] | ||||
Dividends per share | $0.22 | $0.22 | $0.66 | $0.66 |
The_Company
The Company | 9 Months Ended | |||||
Sep. 26, 2013 | ||||||
The Company [Abstract] | ||||||
The Company | 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”), an LLC owned by NCM, Inc., American Multi-Cinema, Inc. and AMC ShowPlace Theatres, Inc. (“AMC”), wholly owned subsidiaries of AMC Entertainment, Inc. (“AMCE”), Regal Cinemas, Inc. and Regal CineMedia Holdings, LLC, wholly owned subsidiaries of Regal Entertainment Group (“Regal”) and Cinemark Media, Inc. (“Cinemark USA”), a wholly owned subsidiary 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. The Company operates the largest digital in-theatre network in North America, allowing NCM to sell advertising and Fathom Events (the “Services”) under long-term exhibitor services agreements (“ESAs”) with AMC, Regal and Cinemark. AMC, Regal and Cinemark and their affiliates are referred to in this document as “founding members.” NCM LLC also provides the Services to certain third-party theatre circuits under network affiliate agreements referred to in this document as “network affiliates”, which expire at various dates. | ||||||
As of September 26, 2013, NCM LLC had 123,363,471 common membership units outstanding, of which 58,280,044 (47.2%) were owned by NCM, Inc., 22,032,152 (17.9%) were owned by Regal, 23,998,505 (19.5%) were owned by Cinemark and 19,052,770 (15.4%) 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 August 1, 2013, a non-binding letter of intent was executed to spin-off Fathom Events to a new entity owned 30% by each of the founding members and 10% by NCM LLC, as described further in Note 4 – Related-Party Transactions. This transaction is expected to close in the fourth quarter of 2013. Fathom Events consists primarily of the Fathom Consumer Events division as the Company wound down its Fathom Business Events division during the first quarter of 2012. The Company has continued to execute business events on a periodic basis for existing long-term Fathom clients or if requested by the founding members for business meetings that they have booked directly with the client. | ||||||
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 27, 2012 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 27, 2012. | ||||||
In the opinion of management, all adjustments (which include only normal recurring 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. Certain reclassifications have been made to the prior years’ financial statements to conform to the current presentation. These reclassifications had no effect on previously reported results of operations or retained earnings. 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. | ||||||
Estimates— The preparation of 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 financial 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, interest rate swaps and income taxes. Actual results could differ 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 27, 2012 contain a complete discussion of the Company’s significant accounting policies. | ||||||
Revenue Recognition— The Company derives revenue principally from advertising revenue, which includes on-screen advertising, lobby network (LEN) and lobby promotions and advertising on entertainment websites and mobile applications owned by other companies. Revenue is recognized when persuasive evidence of an arrangement exists, delivery occurs or services are rendered, the sales price is fixed and determinable and collectability is reasonably assured. The Company considers the terms of each arrangement to determine the appropriate accounting treatment. | ||||||
On-screen advertising consists of national and local advertising. National advertising is sold on a cost per thousand (“CPM”) basis, while local and regional advertising is sold on a per-screen, per-week basis. The Company recognizes national advertising as impressions (or theatre attendees) are delivered and recognizes local on-screen advertising revenue during the period in which the advertising airs. The Company recognizes revenue derived from lobby network and promotions when the advertising is displayed in theatre lobbies and recognizes revenue from branded entertainment websites and mobile applications when the online or mobile impressions are served. The Company may make contractual guarantees to deliver a specified number of impressions to view the customers’ advertising. If those contracted number of impressions are not delivered, the Company will either run additional advertising to deliver the contracted impressions at a later date, which the Company refers to as a make-good provision, or the Company will refund the fee related to the undelivered impressions. The Company defers the revenue associated with the make-good until the advertising airs to the theatre attendance specified in the advertising contract. The make-good provision is recorded within accrued expenses in the Condensed Consolidated Balance Sheets. Deferred revenue consists of payments received in advance of being earned and is classified as a current liability as it is expected to be earned within the next twelve months. Fathom Events revenue is recognized in the period in which the event is held. | ||||||
Segment Reporting— Advertising is the principal business activity of the Company and is the Company’s reportable segment under the requirements of ASC 280, Segment Reporting. Fathom Events is an operating segment under ASC 280, but does not meet the annual quantitative thresholds for segment reporting. The Company does not evaluate its segments on a fully allocated cost basis, nor does the Company track segment assets separately. Therefore, the measure of segment operating income net of direct expenses presented herein is not prepared on the same basis as operating income in the consolidated statements of income and the results are not indicative of what segment results of operations would have been had it been operated on a fully allocated cost basis. The Company cautions that it would be inappropriate to assume that unallocated operating costs are incurred proportional to segment revenue or any directly identifiable segment expenses. Refer to Note 9-Segment Reporting. | ||||||
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 is reduced by dealing with large, national advertising agencies who have strong reputations in the advertising industry and clients with stable financial positions. As of September 26, 2013 and December 27, 2012, 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 months ended September 27, 2012, the Company had one customer which accounted for 14.0% of revenue. During the three and nine months ended September 26, 2013 and the nine months ended September 27, 2012, there were no customers that accounted for more than 10% of revenue. | ||||||
Share-Based Compensation—The Company has issued two types of share-based compensation awards: stock options and non-vested (restricted) stock. In 2013, the Company only issued non-vested (restricted) stock. Restricted stock vests upon the achievement of Company performance measures and service conditions or only 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 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 quarterly on all unvested restricted stock and are only paid when the shares vest. During the three and nine months ended September 26, 2013, 1,000 and 360,528 shares of restricted stock vested. During the year ended December 27, 2012, 454,850 shares of restricted stock vested. | ||||||
Compensation cost of stock options is based on the estimated grant date fair value using the Black-Scholes option pricing model, which requires that the Company make estimates of various factors. Under the fair value recognition provisions of ASC 718 Compensation – Stock Compensation, the Company recognizes share-based compensation net of an estimated forfeiture rate, and therefore only recognizes compensation cost for those shares expected to vest over the requisite service period of the award. During the three and nine months ended September 26, 2013, 612,585 and 1,249,066 stock options were exercised at a weighted average exercise price of $14.94 and $13.23 per share, respectively. During the year ended December 27, 2012, 241,939 stock options were exercised at a weighted average exercise price of $9.31 per share. | ||||||
Consolidation— NCM, Inc. consolidates the accounts of NCM LLC under the provision of ASC 810 Consolidation. Under ASC 810, a managing member of a limited liability company (“LLC”) is presumed to control the LLC, unless the non-managing members have the right to dissolve the entity or remove the managing member without cause, or if the non-managing members have substantive participating rights. The non-managing members of NCM LLC do not have dissolution rights or removal rights. NCM, Inc. has evaluated the provisions of the NCM LLC membership agreement and has concluded that the various rights of the non-managing members are not substantive participation rights under ASC 810, as they do not limit NCM, Inc.’s ability to make decisions in the ordinary course of business. | ||||||
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 | ||||||
26-Sep-13 | 27-Sep-12 | |||||
Net income attributable to NCM, Inc. | $ | 22.2 | $ | 13.9 | ||
Subsidiary equity issued for purchase of intangible asset | 73.2 | 4.9 | ||||
Income tax and other impacts of subsidiary ownership changes | -18.2 | -2.6 | ||||
Change from net income attributable to NCM, Inc. and transfers from noncontrolling interests | $ | 77.2 | $ | 16.2 | ||
Income Taxes—Income taxes are accounted for under the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which differences are expected to be recovered or settled pursuant to the provisions of ASC 740 Income Taxes. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. | ||||||
The Company records a valuation allowance if it is deemed more likely than not that all or a portion of its deferred income tax assets will not be realized, which will be assessed on an on-going basis. In addition, income tax rules and regulations are subject to interpretation and the application of those rules and regulations require judgment by the Company and may be challenged by the taxation authorities. The Company follows ASC 740-10-25, which requires the use of a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return and disclosures regarding uncertainties in income tax positions. Only tax positions that meet the more likely than not recognition threshold are recognized. | ||||||
Recent Accounting Pronouncements—In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2013-02, “Other Comprehensive Income (Topic 220)” (“ASU 2013-02”). The objective of ASU 2013-02 is to improve the reporting of reclassifications out of accumulated other comprehensive income. ASU 2013-02 seeks to attain that objective by requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. generally accepted accounting principles (GAAP) to be reclassified in its entirety to net income in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. ASU 2013-02 was effective prospectively for the Company in its first quarter of 2013. | ||||||
In July 2013, the FASB issued Accounting Standards Update 2013-11, “Income Taxes (Topic 740)—Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”). The objective of ASU 2013-11 is to eliminate diversity in practice of presenting unrecognized tax benefits as a liability or presenting unrecognized tax benefits as a reduction of a deferred tax asset for a net operating loss or tax credit carryforward in certain circumstances by requiring that an unrecognized tax benefit be presented in the financial statements as a reduction to deferred tax assets excluding certain exceptions. ASU 2013-11 will be effective prospectively for the Company in its first quarter of 2014. The Company does not expect ASU 2013-11 to have a material effect on its financial statements because the guidance is consistent with the Company’s practice. | ||||||
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 condensed consolidated financial statements. | ||||||
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | ||||||||||||
Sep. 26, 2013 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Earnings Per Share | 2. EARNINGS per share | ||||||||||||
Basic earnings per share are computed on the basis of the weighted average number of common shares outstanding. Diluted earnings 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, and restricted stock using the treasury stock method. The components of basic and diluted earnings per NCM, Inc. share are as follows: | |||||||||||||
Three Months Ended September 26, 2013 | Three Months Ended September 27, 2012 | Nine Months Ended September 26, 2013 | Nine Months Ended September 27, 2012 | ||||||||||
Net income attributable to NCM, Inc. (in millions) | $ | 13.7 | $ | 16.7 | $ | 22.2 | $ | 13.9 | |||||
Weighted average shares outstanding: | |||||||||||||
Basic | 56,027,288 | 54,451,200 | 55,233,875 | 54,344,944 | |||||||||
Add: Dilutive effect of stock options and restricted stock | 847,953 | 728,466 | 630,596 | 660,734 | |||||||||
Diluted | 56,875,241 | 55,179,666 | 55,864,471 | 55,005,678 | |||||||||
Earnings per NCM, Inc. share: | |||||||||||||
Basic | $ | 0.24 | $ | 0.31 | $ | 0.40 | $ | 0.26 | |||||
Diluted | $ | 0.24 | $ | 0.30 | $ | 0.40 | $ | 0.25 | |||||
The effect of 66,953,757, 57,531,576, 62,806,362 and 57,347,788 exchangeable NCM LLC common units held by the founding members for the three months ended September 26, 2013 and September 27, 2012 and the nine months ended September 26, 2013 and September 27, 2012, 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 9,533, 100,754, 36,923 and 166,943 stock options and non-vested (restricted) shares for the three months ended September 26, 2013 and September 27, 2012 and the nine months ended September 26, 2013 and September 27, 2012, respectively, excluded from the calculation as they were antidilutive, primarily because exercise prices were above the average market value. The Company’s non-vested (restricted) shares do not meet the definition of a participating security as the dividends will not be paid if the shares do not vest. | |||||||||||||
Intangible_Assets
Intangible Assets | 9 Months Ended |
Sep. 26, 2013 | |
Intangible Assets [Abstract] | |
Intangible Assets | 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 2013 and 2012, NCM LLC issued 4,536,014 and 651,612 common membership units to its founding members, respectively, for the rights to exclusive access to net new theatre screens and attendees added by the founding members to NCM LLC’s network during the previous year. NCM LLC recorded a net intangible asset of $69.0 million and $9.9 million during the first quarter of 2013 and 2012, respectively, as a result of the Common Unit Adjustments. In lieu of surrendering 16,727 units in 2012, AMC paid NCM LLC $0.2 million in the first quarter of 2012. | |
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 date. In June 2013, NCM LLC issued 5,315,837 common membership units to Cinemark for attendees added in connection with Cinemark’s acquisition of Rave Cinemas (“Rave”) on May 28, 2013. NCM LLC recorded a net intangible asset of $91.2 million during the three months ended June 27, 2013 for this Common Unit Adjustment. In addition, Rave had pre-existing advertising agreements for some of the theatres it owned prior to the acquisition by Cinemark, as well as prior to the acquisition of certain Rave theatres by AMC in December 2012. As a result, AMC and Cinemark will make payments pursuant to the ESAs on a quarterly basis in arrears in accordance with certain run-out provisions (“integration payments”). During the three and nine months ended September 26, 2013, NCM LLC recorded a reduction to net intangible assets of $1.0 million and $2.1 million, respectively, related to integration payments due from AMC and Cinemark. During the three months and nine months ended September 26, 2013, the founding members paid $0.9 million and $1.1 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. | |
RelatedParty_Transactions
Related-Party Transactions | 9 Months Ended | ||||||||||||
Sep. 26, 2013 | |||||||||||||
Related-Party Transactions [Abstract] | |||||||||||||
Related-Party Transactions | 4. RELATED-PARTY TRANSACTIONS | ||||||||||||
Founding Member Transactions –Following is a summary of the transactions between the Company and the founding members (in millions): | |||||||||||||
Included in the Condensed Consolidated Statements of Income: | Three Months Ended September 26, 2013 | Three Months Ended September 27, 2012 | Nine Months Ended September 26, 2013 | Nine Months Ended September 27, 2012 | |||||||||
Revenue: | |||||||||||||
Beverage concessionaire revenue (included in Advertising revenue) (1) | $ | 11.5 | $ | 10.0 | $ | 31.5 | $ | 29.9 | |||||
Advertising inventory revenue (included in Advertising revenue) (2) | - | - | 0.1 | 0.1 | |||||||||
Operating expenses: | |||||||||||||
Theatre access fee (3) | 18.7 | 16.3 | 52.4 | 48.3 | |||||||||
Revenue share from Fathom Events (included in Fathom Events operating costs) (4) | 1.3 | 0.8 | 3.0 | 3.8 | |||||||||
Purchase of movie tickets and concession products (included in Fathom Events operating costs) (5) | - | 0.2 | 0.3 | 0.4 | |||||||||
Purchase of movie tickets and concession products (included in Selling and marketing costs) (5) | 0.3 | 0.4 | 1.0 | 0.8 | |||||||||
-1 | For the three months and nine months ended September 26, 2013 and September 27, 2012, the founding members purchased 60 seconds of on-screen advertising time (with a right to purchase up to 90 seconds) from NCM LLC to satisfy their obligations under their beverage concessionaire agreements at a rate specified by the ESA at a 30 second equivalent CPM. | ||||||||||||
-2 | The value of such purchases is calculated by reference to NCM LLC’s advertising rate card. | ||||||||||||
-3 | Comprised of payments per theatre attendee, payments per digital screen with respect to the founding member theatres included in the Company’s network and payments for access to higher quality digital cinema equipment. | ||||||||||||
-4 | These payments are at rates (percentage of event revenue) included in the ESAs based on the nature of the event. | ||||||||||||
-5 | Used primarily for marketing to NCM LLC’s advertising clients and marketing resale to Fathom Events customers. | ||||||||||||
Included in the Condensed Consolidated Balance Sheets: | As of | As of | |||||||||||
26-Sep-13 | 27-Dec-12 | ||||||||||||
Purchase of movie tickets and concession products (included in Prepaid expenses) (1) | $ | 0.2 | $ | - | |||||||||
Common unit adjustments and integration payments, net of amortization (included in Intangible assets) | 406.7 | 258.7 | |||||||||||
Current payable to founding members under tax sharing agreement (2) | 24.9 | 19.6 | |||||||||||
Long-term payable to founding members under tax sharing agreement (2) | 143.2 | 137.5 | |||||||||||
-1 | Used primarily for marketing to NCM LLC’s advertising clients and marketing resale to Fathom Events customers. | ||||||||||||
-2 | The Company paid the founding members $10.1 million in the first quarter of 2013, of which $0.9 million was for the 2011 tax year and $9.2 million was for the 2012 tax year. | ||||||||||||
Also, pursuant to the terms of the NCM LLC Operating Agreement in place since the completion of the Company’s Initial Public Offering (“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 for the three and nine months ended September 26, 2013 and September 27, 2012 are as follows (in millions): | |||||||||||||
Three Months Ended September 26, 2013 | Three Months Ended September 27, 2012 | Nine Months Ended September 26, 2013 | Nine Months Ended September 27, 2012 | ||||||||||
AMC | $ | 10.6 | $ | 10.1 | $ | 21.2 | $ | 16.8 | |||||
Cinemark | 13.3 | 10.7 | 26.0 | 17.6 | |||||||||
Regal | 12.2 | 12.9 | 25.7 | 21.5 | |||||||||
NCM, Inc. | 32.3 | 32.1 | 63.1 | 53.0 | |||||||||
Total | $ | 68.4 | $ | 65.8 | $ | 136.0 | $ | 108.9 | |||||
The mandatory distributions of available cash by NCM LLC to its founding members for the three months ended September 26, 2013 of $36.1 million is included in amounts due to founding members on the Condensed Consolidated Balance Sheets as of September 26, 2013 and will be made in the fourth quarter of 2013. | |||||||||||||
Amounts due to founding members as of September 26, 2013 were comprised of the following (in millions): | |||||||||||||
AMC | Cinemark | Regal | Total | ||||||||||
Theatre access fees, net of beverage revenues | $ | 0.6 | 0.6 | 1.0 | $ | 2.2 | |||||||
Cost and other reimbursement | -1.2 | -1.3 | -0.8 | -3.3 | |||||||||
Distributions payable | 13.3 | 10.6 | 12.2 | 36.1 | |||||||||
Total | $ | 12.7 | $ | 9.9 | $ | 12.4 | $ | 35.0 | |||||
Amounts due to founding members as of December 27, 2012 were comprised of the following (in millions): | |||||||||||||
AMC | Cinemark | Regal | Total | ||||||||||
Theatre access fees, net of beverage revenues | $ | 0.6 | $ | 0.6 | $ | 0.9 | $ | 2.1 | |||||
Cost and other reimbursement | -1.1 | -0.7 | -1.4 | -3.2 | |||||||||
Distributions payable, net | 6.3 | 6.6 | 8.0 | 20.9 | |||||||||
Total | $ | 5.8 | $ | 6.5 | $ | 7.5 | $ | 19.8 | |||||
Common Unit Membership Redemption – The NCM LLC Operating Agreement provides a redemption right of the founding members to exchange common membership units of NCM LLC for shares of the Company’s common stock on a one-for-one basis, or at the Company’s option, a cash payment equal to the market price of one share of NCM, Inc. common stock. During the third quarter of 2013, Regal exercised the redemption right of an aggregate 2,300,000 common membership units for a like number of shares of common stock. Such redemptions took place immediately prior to the closing of an underwritten public offering and the closing of an overallotment option. The Company did not receive any proceeds from the sale of its common stock by Regal. Pursuant to ASC 810-10-45, the Company accounted for the change in its ownership interest in NCM LLC as an equity transaction and no gain or loss was recognized in the Condensed Consolidated Statements of Income. | |||||||||||||
The Company recorded a $4.1 million deferred tax asset for its additional ownership interest in NCM LLC to reflect the tax effected difference between the tax basis and the book basis, the majority of which will be amortized over a 15-year period for federal income tax purposes. In addition, the Company recorded an increase of $4.5 million in its long-term payable to founding members for the estimated payment 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 the Company expects to realize as a result of the deferred tax asset, which is recorded at its present value. The discount on this liability is a temporary difference that resulted in an additional $2.1 million deferred tax liability. | |||||||||||||
Fathom Spin-off – On August 1, 2013, a non-binding letter of intent was signed amongst NCM LLC, Regal, Cinemark and AMC whereby NCM LLC agreed to contribute the assets of its Fathom Events division to a new entity owned 30% by each of the founding members and 10% by NCM LLC. In addition to the 10% interest, NCM LLC expects to receive $25 million in the form of a promissory note or notes as consideration for the sale. The letter of intent also provides for a transition services agreement whereby NCM LLC will agree to provide certain corporate overhead services to the new entity for a period of nine months following the closing of the transaction for a fee. The transaction is expected to close in the fourth quarter of 2013. Due to the related party nature of the transaction, the Company formed a committee of independent directors that has hired an investment banking firm to advise the committee and render an opinion as to the fairness of the transaction. | |||||||||||||
Related Party Affiliates — NCM LLC enters into network affiliate agreements and Fathom agreements with network affiliates for NCM LLC to provide in-theatre advertising and Fathom Events 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. | |||||||||||||
Following is a summary of advertising operating costs in the Condensed Consolidated Statements of Income between the Company and its related party affiliates (in millions): | |||||||||||||
Related Party Affiliate | Three Months Ended September 26, 2013 | Three Months Ended September 27, 2012 | Nine Months Ended September 26, 2013 | Nine Months Ended September 27, 2012 | |||||||||
Starplex (1) | $ | 1.0 | $ | 1.2 | $ | 2.2 | $ | 2.5 | |||||
Other (2) | 0.1 | 0.2 | 0.4 | 0.6 | |||||||||
Total | $ | 1.1 | $ | 1.4 | $ | 2.6 | $ | 3.1 | |||||
Following is a summary of the accounts payable balance between the Company and its related party affiliates included in the Condensed Consolidated Balance Sheets (in millions): | |||||||||||||
Related Party Affiliate | As of September 26, 2013 | As of December 27, 2012 | |||||||||||
Starplex (1) | $ | 0.8 | $ | 0.7 | |||||||||
Other (2) | 0.1 | 0.2 | |||||||||||
Total | $ | 0.9 | $ | 0.9 | |||||||||
-1 | Starplex Operating L.P. (“Starplex”) is an affiliate of Cinemark. | ||||||||||||
-2 | Other affiliates include Showplex Cinemas, Inc. (“Showplex”), an affiliate of one of NCM, Inc.’s directors, LA Live Cinemas LLC (“LA Live”), an affiliate of Regal, and Texas Cinemas, Corp., an affiliate of one of NCM, Inc.’s directors. | ||||||||||||
Other Transactions –NCM LLC has an agreement with Digital Cinema Integration Partners (“DCIP”), a joint venture owned by the founding members. This agreement provides for payment of a fee to DCIP whenever the digital cinema equipment is used to exhibit a Fathom event. Such fee per event showing during non-prime times (as defined in the agreements) and showing during prime times is a standard fee that is charged to all alternative content owners (including major studios) who display their programming on the digital cinema projectors. During the three and nine months ended September 26, 2013, NCM LLC paid DCIP approximately $0.1 million and $0.6 million, respectively and during the three and nine months ended September 27, 2012, NCM LLC paid DCIP approximately $0.2 million and $0.6 million, respectively, under this agreement. | |||||||||||||
Borrowings
Borrowings | 9 Months Ended | |||||||||||
Sep. 26, 2013 | ||||||||||||
Borrowings [Abstract] | ||||||||||||
Borrowings | ||||||||||||
5. BORROWINGS | ||||||||||||
The following table summarizes NCM LLC’s total outstanding debt as of September 26, 2013 and December 27, 2012 and the significant terms of its borrowing arrangements. | ||||||||||||
Outstanding Balance as of | ||||||||||||
Borrowings ($ in millions) | 26-Sep-13 | December 27, | Maturity Date | Interest Rate | ||||||||
2012 | ||||||||||||
Revolving Credit Facility | $ | 14.0 | $ | 14.0 | 26-Nov-17 | -1 | -2 | |||||
Term Loans | 270.0 | 265.0 | 26-Nov-19 | -2 | ||||||||
Senior Unsecured Notes | 200.0 | 200.0 | 15-Jul-21 | 7.88% | ||||||||
Senior Secured Notes | 400.0 | 400.0 | 15-Apr-22 | 6.00% | ||||||||
Total | $ | 884.0 | $ | 879.0 | ||||||||
(1)A portion of the revolving credit facility has a maturity date of December 31, 2014, as described in further detail below. | ||||||||||||
(2)The interest rates on the revolving credit facility and term loan are described below. | ||||||||||||
Senior Secured Credit Facility— NCM LLC’s senior secured credit facility consists of a $124.0 million revolving credit facility and a $270.0 million term loan. On May 2, 2013, NCM LLC entered into an amendment of its senior secured credit facility whereby the facility was increased from $265.0 million to $270.0 million. In connection with the amendment, the interest rates on the revolving credit facility and term loans were reduced as described further below. In addition, NCM LLC recorded a non-cash charge of approximately $0.5 million for the write-off of net deferred issuance costs associated with the prior agreement and recorded approximately $0.7 million for certain new fees. The obligations under the facility are secured by a lien on substantially all of the assets of NCM LLC. | ||||||||||||
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. | ||||||||||||
NCM LLC’s total availability under the revolving credit facility is $124.0 million. The unused line fee is 0.50% per annum. Of the total available, $14.0 million outstanding principal of the revolving credit facility formerly held by Lehman Brothers Holdings, Inc. (“Lehman”) will not be repaid in connection with any future prepayments of the revolving credit facility amounts, but rather Lehman’s share of the revolving credit facility will be paid in full by NCM LLC to the successor lenders, along with any accrued and unpaid fees and interest, on the revolving credit facility termination date of December 31, 2014. The maturity date applicable to any remaining outstanding principal is November 26, 2017. | ||||||||||||
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). On May 2, 2013, NCM LLC entered into an amendment of its senior secured credit facility whereby the applicable margins on the $110.0 million portion of the revolving credit facility decreased by 25 basis points to the LIBOR index plus 2.00% or the base rate plus 1.00%. The margins on the $14.0 million portion of the revolving credit facility remained unchanged at the LIBOR index plus 1.50% or the base rate plus 0.50%. The weighted-average interest rate on the outstanding balance on the revolving credit facility as of September 26, 2013 was 1.69%. | ||||||||||||
Term Loans— In connection with the amendment of its senior secured credit facility on May 2, 2013, the interest rate on the term loans decreased by 50 basis points to a rate 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 26, 2013 was 2.94%. 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 26, 2013, 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 26, 2013, NCM LLC’s consolidated net senior secured leverage ratio was 2.9 times (versus the covenant of 6.5 times). | ||||||||||||
Senior Unsecured Notes due 2021— On July 5, 2011, NCM LLC completed a private placement of $200.0 million in aggregate principal amount of 7.875% Senior Unsecured Notes (“Senior Unsecured Notes”) for which the registered exchange offering was completed on September 22, 2011. The Senior Unsecured Notes pay interest semi-annually in arrears on January 15 and July 15 of each year, which commenced January 15, 2012. The notes are subordinated to all existing and future secured debt, including indebtedness under NCM LLC’s existing senior secured credit facility and the Senior Secured Notes defined below. The Senior Unsecured Notes contain certain covenants with which NCM LLC was in compliance as of September 26, 2013. | ||||||||||||
Senior Secured Notes due 2022— On April 27, 2012, NCM LLC completed a private placement of $400.0 million in aggregate principal amount of 6.00% Senior Secured Notes (the “Senior Secured Notes”) for which the registered exchange offering was completed on November 26, 2012. The Senior Secured Notes pay interest semi-annually in arrears on April 15 and October 15 of each year, which commenced October 15, 2012. The Senior Secured Notes 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. The Senior Secured Notes contain certain covenants with which NCM LLC was in compliance as of September 26, 2013. | ||||||||||||
Commitments_And_Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 26, 2013 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 6. 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 on its financial position, results of operations or cash flows. | |
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 attendance 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 each network affiliate, but terms range from three to 20 years, prior to any renewal periods of which some are at the option of the Company. The maximum potential amount of future payments the Company could be required to make pursuant to the minimum revenue guarantees is $32.2 million over the remaining terms of the network affiliate agreements. As of September 26, 2013 and December 27, 2012, the Company had no liabilities recorded for these obligations as such guarantees are less than the expected share of revenue paid to the affiliate. | |
Income Taxes― The Company is subject to taxation in the U.S. and various states. NCM LLC’s fiscal year 2007 and 2008 tax returns were under examination by the Internal Revenue Service (“IRS”). On September 10, 2013, NCM LLC and NCM, Inc., in its capacity as tax matters partner for NCM LLC, received a “No Adjustments Letter” from the IRS which stated that the IRS completed its review of the NCM LLC tax returns for the fiscal years ended 2007 and 2008 and did not propose any adjustments to those tax returns. NCM, Inc. had previously contested adjustments proposed by the IRS through the administrative appeals process. The Company had not recorded any adjustment to its financial statements for this matter and as such there was no effect on the Company’s financial statements for the three and nine months ended September 26, 2013 related to the closure of these audits. | |
As of September 26, 2013 and December 27, 2012, there was no material liability or expense for the periods then ended recorded for payment of interest and penalties associated with uncertain tax positions or material unrecognized tax positions and the Company’s unrecognized tax benefits were not material. | |
Fair_Value_Measurement
Fair Value Measurement | 9 Months Ended | ||||||||||||
Sep. 26, 2013 | |||||||||||||
Fair Value Measurement [Abstract] | |||||||||||||
Fair Value Measurement | 7. Fair Value Measurement | ||||||||||||
Fair Value of Financial Instruments— 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 are as follows: | |||||||||||||
As of September 26, 2013 | As of December 27, 2012 | ||||||||||||
($ in millions) | Carrying Value | Fair Value (1) | Carrying Value | Fair Value (1) | |||||||||
Term Loans | $ | 270.0 | $ | 268.6 | $ | 265.0 | $ | 265.8 | |||||
Senior Unsecured Notes | 200.0 | 218.1 | 200.0 | 222.0 | |||||||||
Senior Secured Notes | 400.0 | 410.0 | 400.0 | 425.5 | |||||||||
___________ | |||||||||||||
-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. | ||||||||||||
During the fourth quarter of 2011 and first quarter of 2012, the Company received equity securities in a privately held company as consideration for an advertising contract, which the Company accounted for as a cost method investment. The fair value of the investment has not been estimated as of September 26, 2013 or December 27, 2012 as there were no identified events or changes in circumstances that had a significant adverse effect on the fair value of the investment and it is not practicable to do so because the equity securities are not in a publicly traded company. The carrying amount of the Company’s investment was $0.8 million and $0.8 million as of September 26, 2013 and December 27, 2012, respectively. | |||||||||||||
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 | |||||||||||||
As of | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||
26-Sep-13 | (Level 1) | (Level 2) | (Level 3) | ||||||||||
ASSETS: | |||||||||||||
Cash equivalents (1) | $ | 32.1 | 8.2 | 23.9 | $ | - | |||||||
Short-term marketable securities (2) | 57.4 | - | 57.4 | - | |||||||||
Total assets | $ | 89.5 | $ | 8.2 | $ | 81.3 | $ | - | |||||
Fair Value Measurements at Reporting Date Using | |||||||||||||
As of | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||
27-Dec-12 | (Level 1) | (Level 2) | (Level 3) | ||||||||||
ASSETS: | |||||||||||||
Cash equivalents (1) | $ | 50.2 | $ | 6.2 | $ | 44.0 | $ | - | |||||
Short-term marketable securities (2) | 34.2 | 3.0 | 31.2 | - | |||||||||
Total assets | $ | 84.4 | $ | 9.2 | $ | 75.2 | $ | - | |||||
-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 given 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 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 and commercial paper 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 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 26, 2013 and September 27, 2012, 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 26, 2013 and December 27, 2012, 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 26, 2013 and December 27, 2012 are as follows: | |||||||||||||
As of September 26, 2013 | |||||||||||||
Amortized Cost Basis | Aggregate Fair Value | Maturities (1) (in years) | |||||||||||
(in millions) | (in millions) | ||||||||||||
MARKETABLE SECURITIES: | |||||||||||||
Short-term commercial paper: | |||||||||||||
Financial | 42.4 | 42.4 | 0.3 | ||||||||||
Industrial | 8.8 | 8.8 | 0.3 | ||||||||||
Utility | 6.2 | 6.2 | 0.2 | ||||||||||
Total marketable securities | $ | 57.4 | $ | 57.4 | |||||||||
. | |||||||||||||
As of December 27, 2012 | |||||||||||||
Amortized Cost Basis | Aggregate Fair Value | Maturities (1) (in years) | |||||||||||
(in millions) | (in millions) | ||||||||||||
MARKETABLE SECURITIES: | |||||||||||||
Short-term U.S. government agency bonds | $ | 3.0 | $ | 3.0 | 0.7 | ||||||||
Short-term commercial paper: | |||||||||||||
Financial | 25.1 | 25.1 | 0.2 | ||||||||||
Industrial | 5.1 | 5.1 | 0.3 | ||||||||||
Municipal | 1.0 | 1.0 | - | ||||||||||
Total marketable securities | $ | 34.2 | $ | 34.2 | |||||||||
____________ | |||||||||||||
-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. The Company has the ability and intent to liquidate any security that the Company holds to fund operations over the next twelve months if necessary and as such has classified these securities as short-term. | ||||||||||||
Derivative_Instruments_And_Hed
Derivative Instruments And Hedging Activities | 9 Months Ended | |||||||||||||||||||||||||
Sep. 26, 2013 | ||||||||||||||||||||||||||
Derivative Instruments And Hedging Activities [Abstract] | ||||||||||||||||||||||||||
Derivative Instruments And Hedging Activities | 8. 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 26, 2013 and December 27, 2012, the Company did not have any outstanding derivative assets or liabilities. | ||||||||||||||||||||||||||
During the nine months ended September 27, 2012, NCM LLC paid breakage fees of $40.2 million which represented the settlement of NCM LLC’s loss position on its interest rate swap agreements. The swaps were terminated with NCM LLC in a loss position and therefore, NCM LLC paid its counterparties the outstanding amounts due based upon the fair market value on that date. The Company accounted for the $40.2 million payment by recording a loss on swap terminations of $26.7 million in the Condensed Consolidated Statements of Income, which related to swaps that hedged the interest payments on debt that was paid off during NCM LLC’s refinancing. Since those future interest payments were no longer probable of occurring, the Company discontinued hedge accounting and immediately reclassified the balance in Accumulated Other Comprehensive Income (“AOCI”) of $26.7 million into earnings in accordance with ASC 815 Derivatives and Hedging (“ASC 815”). The remainder of the breakage fees was for swaps in which the underlying debt remained outstanding. The balance in AOCI related to these swaps was frozen and is being amortized into earnings over the remaining life of the original interest rate swap agreement, or February 13, 2015, as long as the debt remains outstanding. The Company considered the guidance in ASC 815 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 26, 2013, there was approximately $14.1 million outstanding related to these discontinued cash flow hedges which continues to be reported in AOCI. | ||||||||||||||||||||||||||
During the three and nine months ended September 27, 2012, the Company also recorded changes in the fair value and amortization of AOCI related to an interest rate swap on its term loan in which the Company discontinued cash flow hedge accounting in 2008 due to the bankruptcy of its counterparty. | ||||||||||||||||||||||||||
The effect of derivative instruments with cash flow hedge accounting on the condensed consolidated financial statements for the three and nine months ended September 26, 2013 and September 27, 2012 were as follows (in millions): | ||||||||||||||||||||||||||
Unrealized Gain Recognized in NCM, Inc.’s Other Comprehensive Income (Pre-tax) | Realized Loss Recognized in Interest on Borrowings (Pre-tax) | |||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | Three Months Ended | Nine Months Ended | |||||||||||||||||||||||
26-Sep-13 | 27-Sep-12 | 26-Sep-13 | 27-Sep-12 | 26-Sep-13 | 27-Sep-12 | 26-Sep-13 | 27-Sep-12 | |||||||||||||||||||
Interest Rate Swaps | $ | 2.6 | $ | 0.8 | $ | 7.8 | $ | 24.6 | $ | - | $ | -1.3 | $ | - | $ | -8.3 | ||||||||||
The effect of derivatives not designated as hedging instruments under ASC 815 on the condensed consolidated financial statements for the three and nine months ended September 26, 2013 and September 27, 2012 were as follows (in millions): | ||||||||||||||||||||||||||
Gain (Loss) Recognized in Non-Operating Expenses (Pre-tax) | ||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
Derivative Instruments not Designated as Hedging Instruments | Income Statement Location | 26-Sep-13 | 27-Sep-12 | 26-Sep-13 | 27-Sep-12 | |||||||||||||||||||||
Realized loss on derivative instruments | Interest on borrowings | $ | - | $ | -1.3 | $ | - | $ | -4.3 | |||||||||||||||||
Gain from change in fair value on cash flow hedges | Change in derivative fair value | - | 0.7 | - | 2.2 | |||||||||||||||||||||
Amortization of AOCI on discontinued cash flow hedges | Amortization of terminated derivatives | -2.6 | -1.3 | -7.8 | -2.4 | |||||||||||||||||||||
Total | $ | -2.6 | $ | -1.9 | $ | -7.8 | $ | -4.5 | ||||||||||||||||||
The changes in AOCI by component for the three and nine months ended September 26, 2013 were as follows (in millions): | ||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
26-Sep-13 | Income Statement Location | |||||||||||||||||||||||||
Balance at beginning of period | $ | -4.5 | $ | -6.7 | ||||||||||||||||||||||
Amounts reclassified from AOCI: | ||||||||||||||||||||||||||
Amortization on discontinued cash flow hedges | 2.6 | 7.8 | Amortization of terminated derivatives | |||||||||||||||||||||||
Total amounts reclassified from AOCI | 2.6 | 7.8 | ||||||||||||||||||||||||
Noncontrolling interest on reclassifications | -1.4 | -4.2 | ||||||||||||||||||||||||
Tax effect on reclassifications | -0.5 | -1.4 | ||||||||||||||||||||||||
Net other comprehensive income | 0.7 | 2.2 | ||||||||||||||||||||||||
Impact of subsidiary ownership changes | -0.4 | 0.3 | ||||||||||||||||||||||||
Balance at end of period | $ | -4.2 | $ | -4.2 | ||||||||||||||||||||||
Segment_Reporting
Segment Reporting | 9 Months Ended | ||||||||||||
Sep. 26, 2013 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
Segment Reporting | 9. segment reporting | ||||||||||||
Advertising revenue accounted for 94.4%, 96.0%, 93.6% and 91.8% of consolidated revenue for the three months ended September 26, 2013 and September 27, 2012 and the nine months ended September 26, 2013 and September 27, 2012, respectively. The following tables present revenue less directly identifiable expenses to arrive at income before income taxes, net of direct expenses for the advertising reportable segment, the combined Fathom Events operating segments, and network, administrative and unallocated costs. | |||||||||||||
Three Months Ended September 26, 2013 (in millions) | |||||||||||||
Advertising | Fathom Events | Network, Administrative and Unallocated Costs | Consolidated | ||||||||||
Revenue | $ | 127.6 | $ | 7.5 | $ | - | $ | 135.1 | |||||
Operating costs | 26.6 | 5.4 | 5.1 | 37.1 | |||||||||
Selling and marketing costs | 14.0 | 0.8 | 0.8 | 15.6 | |||||||||
Administrative and other costs | 0.7 | 0.2 | 6.9 | 7.8 | |||||||||
Depreciation and amortization | - | - | 7.2 | 7.2 | |||||||||
Interest and other non-operating costs | - | - | 18.7 | 18.7 | |||||||||
Income (loss) before income taxes | $ | 86.3 | $ | 1.1 | $ | -38.7 | $ | 48.7 | |||||
Three Months Ended September 27, 2012 (in millions) | |||||||||||||
Advertising | Fathom Events | Network, Administrative and Unallocated Costs | Consolidated | ||||||||||
Revenue | $ | 138.0 | $ | 5.7 | $ | - | $ | 143.7 | |||||
Operating costs | 27.3 | 4.5 | 5.1 | 36.9 | |||||||||
Selling and marketing costs | 14.7 | 0.5 | 0.5 | 15.7 | |||||||||
Administrative and other costs | 0.7 | 0.2 | 7.1 | 8.0 | |||||||||
Depreciation and amortization | - | - | 5.0 | 5.0 | |||||||||
Interest and other non-operating costs | - | - | 18.9 | 18.9 | |||||||||
Income (loss) before income taxes | $ | 95.3 | $ | 0.5 | $ | -36.6 | $ | 59.2 | |||||
Nine Months Ended September 26, 2013 (in millions) | |||||||||||||
Advertising | Fathom Events | Network, Administrative and Unallocated Costs | Consolidated | ||||||||||
Revenue | $ | 318.2 | $ | 21.9 | $ | - | $ | 340.1 | |||||
Operating costs | 74.1 | 15.4 | 15.2 | 104.7 | |||||||||
Selling and marketing costs | 42.1 | 2.6 | 2.0 | 46.7 | |||||||||
Administrative and other costs | 1.7 | 0.6 | 20.6 | 22.9 | |||||||||
Depreciation and amortization | - | - | 18.8 | 18.8 | |||||||||
Interest and other non-operating costs | - | - | 57.8 | 57.8 | |||||||||
Income (loss) before income taxes | $ | 200.3 | $ | 3.3 | $ | -114.4 | $ | 89.2 | |||||
Nine Months Ended September 27, 2012 (in millions) | |||||||||||||
Advertising | Fathom Events | Network, Administrative and Unallocated Costs | Consolidated | ||||||||||
Revenue | $ | 305.6 | $ | 27.3 | $ | - | $ | 332.9 | |||||
Operating costs | 72.0 | 20.0 | 15.3 | 107.3 | |||||||||
Selling and marketing costs | 40.5 | 3.3 | 1.9 | 45.7 | |||||||||
Administrative and other costs | 2.1 | 0.6 | 21.9 | 24.6 | |||||||||
Depreciation and amortization | - | - | 14.9 | 14.9 | |||||||||
Interest and other non-operating costs | - | - | 82.8 | 82.8 | |||||||||
Income (loss) before income taxes | $ | 191.0 | $ | 3.4 | $ | -136.8 | $ | 57.6 | |||||
The following is a summary of revenues by category (in millions): | |||||||||||||
Three Months Ended September 26, 2013 | Three Months Ended | Nine Months Ended September 26, 2013 | Nine Months Ended September 27, 2012 | ||||||||||
27-Sep-12 | |||||||||||||
National advertising revenue | $ | 91.1 | $ | 104.8 | $ | 226.0 | $ | 222.3 | |||||
Local advertising revenue | 25.0 | 23.2 | 60.7 | 53.4 | |||||||||
Founding member advertising revenue from beverage concessionaire agreements | 11.5 | 10.0 | 31.5 | 29.9 | |||||||||
Fathom Consumer revenue | 7.5 | 4.9 | 20.8 | 23.0 | |||||||||
Fathom Business revenue | - | 0.8 | 1.1 | 4.3 | |||||||||
Total revenue | $ | 135.1 | $ | 143.7 | $ | 340.1 | $ | 332.9 | |||||
Subsequent_Event
Subsequent Event | 9 Months Ended |
Sep. 26, 2013 | |
Subsequent Event [Abstract] | |
Subsequent Event | 10. SUBSEQUENT EVENT |
On October 30, 2013, the Company declared a cash dividend of $0.22 per share (approximately $12.8 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 13, 2013 to be paid on November 27, 2013. | |
The_Company_Policy
The Company (Policy) | 9 Months Ended |
Sep. 26, 2013 | |
The Company [Abstract] | |
Basis Of Presentation | 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 27, 2012 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 27, 2012. | |
In the opinion of management, all adjustments (which include only normal recurring 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. Certain reclassifications have been made to the prior years’ financial statements to conform to the current presentation. These reclassifications had no effect on previously reported results of operations or retained earnings. 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. | |
Estimates | Estimates— The preparation of 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 financial 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, interest rate swaps and income taxes. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition— The Company derives revenue principally from advertising revenue, which includes on-screen advertising, lobby network (LEN) and lobby promotions and advertising on entertainment websites and mobile applications owned by other companies. Revenue is recognized when persuasive evidence of an arrangement exists, delivery occurs or services are rendered, the sales price is fixed and determinable and collectability is reasonably assured. The Company considers the terms of each arrangement to determine the appropriate accounting treatment. |
On-screen advertising consists of national and local advertising. National advertising is sold on a cost per thousand (“CPM”) basis, while local and regional advertising is sold on a per-screen, per-week basis. The Company recognizes national advertising as impressions (or theatre attendees) are delivered and recognizes local on-screen advertising revenue during the period in which the advertising airs. The Company recognizes revenue derived from lobby network and promotions when the advertising is displayed in theatre lobbies and recognizes revenue from branded entertainment websites and mobile applications when the online or mobile impressions are served. The Company may make contractual guarantees to deliver a specified number of impressions to view the customers’ advertising. If those contracted number of impressions are not delivered, the Company will either run additional advertising to deliver the contracted impressions at a later date, which the Company refers to as a make-good provision, or the Company will refund the fee related to the undelivered impressions. The Company defers the revenue associated with the make-good until the advertising airs to the theatre attendance specified in the advertising contract. The make-good provision is recorded within accrued expenses in the Condensed Consolidated Balance Sheets. Deferred revenue consists of payments received in advance of being earned and is classified as a current liability as it is expected to be earned within the next twelve months. Fathom Events revenue is recognized in the period in which the event is held. | |
Segment Reporting | Segment Reporting— Advertising is the principal business activity of the Company and is the Company’s reportable segment under the requirements of ASC 280, Segment Reporting. Fathom Events is an operating segment under ASC 280, but does not meet the annual quantitative thresholds for segment reporting. The Company does not evaluate its segments on a fully allocated cost basis, nor does the Company track segment assets separately. Therefore, the measure of segment operating income net of direct expenses presented herein is not prepared on the same basis as operating income in the consolidated statements of income and the results are not indicative of what segment results of operations would have been had it been operated on a fully allocated cost basis. The Company cautions that it would be inappropriate to assume that unallocated operating costs are incurred proportional to segment revenue or any directly identifiable segment expenses. Refer to Note 9-Segment Reporting. |
Concentration Of Credit Risk And Significant Customers | 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 is reduced by dealing with large, national advertising agencies who have strong reputations in the advertising industry and clients with stable financial positions. As of September 26, 2013 and December 27, 2012, 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 months ended September 27, 2012, the Company had one customer which accounted for 14.0% of revenue. During the three and nine months ended September 26, 2013 and the nine months ended September 27, 2012, there were no customers that accounted for more than 10% of revenue. |
Share-Based Compensation | Share-Based Compensation—The Company has issued two types of share-based compensation awards: stock options and non-vested (restricted) stock. In 2013, the Company only issued non-vested (restricted) stock. Restricted stock vests upon the achievement of Company performance measures and service conditions or only 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 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 quarterly on all unvested restricted stock and are only paid when the shares vest. During the three and nine months ended September 26, 2013, 1,000 and 360,528 shares of restricted stock vested. During the year ended December 27, 2012, 454,850 shares of restricted stock vested. |
Compensation cost of stock options is based on the estimated grant date fair value using the Black-Scholes option pricing model, which requires that the Company make estimates of various factors. Under the fair value recognition provisions of ASC 718 Compensation – Stock Compensation, the Company recognizes share-based compensation net of an estimated forfeiture rate, and therefore only recognizes compensation cost for those shares expected to vest over the requisite service period of the award. During the three and nine months ended September 26, 2013, 612,585 and 1,249,066 stock options were exercised at a weighted average exercise price of $14.94 and $13.23 per share, respectively. During the year ended December 27, 2012, 241,939 stock options were exercised at a weighted average exercise price of $9.31 per share. | |
Consolidation | Consolidation— NCM, Inc. consolidates the accounts of NCM LLC under the provision of ASC 810 Consolidation. Under ASC 810, a managing member of a limited liability company (“LLC”) is presumed to control the LLC, unless the non-managing members have the right to dissolve the entity or remove the managing member without cause, or if the non-managing members have substantive participating rights. The non-managing members of NCM LLC do not have dissolution rights or removal rights. NCM, Inc. has evaluated the provisions of the NCM LLC membership agreement and has concluded that the various rights of the non-managing members are not substantive participation rights under ASC 810, as they do not limit NCM, Inc.’s ability to make decisions in the ordinary course of business. |
Income Taxes | Income Taxes—Income taxes are accounted for under the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which differences are expected to be recovered or settled pursuant to the provisions of ASC 740 Income Taxes. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. |
The Company records a valuation allowance if it is deemed more likely than not that all or a portion of its deferred income tax assets will not be realized, which will be assessed on an on-going basis. In addition, income tax rules and regulations are subject to interpretation and the application of those rules and regulations require judgment by the Company and may be challenged by the taxation authorities. The Company follows ASC 740-10-25, which requires the use of a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return and disclosures regarding uncertainties in income tax positions. Only tax positions that meet the more likely than not recognition threshold are recognized. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements—In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2013-02, “Other Comprehensive Income (Topic 220)” (“ASU 2013-02”). The objective of ASU 2013-02 is to improve the reporting of reclassifications out of accumulated other comprehensive income. ASU 2013-02 seeks to attain that objective by requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. generally accepted accounting principles (GAAP) to be reclassified in its entirety to net income in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. ASU 2013-02 was effective prospectively for the Company in its first quarter of 2013. |
In July 2013, the FASB issued Accounting Standards Update 2013-11, “Income Taxes (Topic 740)—Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”). The objective of ASU 2013-11 is to eliminate diversity in practice of presenting unrecognized tax benefits as a liability or presenting unrecognized tax benefits as a reduction of a deferred tax asset for a net operating loss or tax credit carryforward in certain circumstances by requiring that an unrecognized tax benefit be presented in the financial statements as a reduction to deferred tax assets excluding certain exceptions. ASU 2013-11 will be effective prospectively for the Company in its first quarter of 2014. The Company does not expect ASU 2013-11 to have a material effect on its financial statements because the guidance is consistent with the Company’s practice. | |
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 condensed consolid | |
The_Company_Tables
The Company (Tables) | 9 Months Ended | |||||
Sep. 26, 2013 | ||||||
The Company [Abstract] | ||||||
Changes In Equity | ||||||
Nine Months Ended | ||||||
26-Sep-13 | 27-Sep-12 | |||||
Net income attributable to NCM, Inc. | $ | 22.2 | $ | 13.9 | ||
Subsidiary equity issued for purchase of intangible asset | 73.2 | 4.9 | ||||
Income tax and other impacts of subsidiary ownership changes | -18.2 | -2.6 | ||||
Change from net income attributable to NCM, Inc. and transfers from noncontrolling interests | $ | 77.2 | $ | 16.2 | ||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | ||||||||||||
Sep. 26, 2013 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Schedule Of Earnings Per Share, Basic And Diluted | |||||||||||||
Three Months Ended September 26, 2013 | Three Months Ended September 27, 2012 | Nine Months Ended September 26, 2013 | Nine Months Ended September 27, 2012 | ||||||||||
Net income attributable to NCM, Inc. (in millions) | $ | 13.7 | $ | 16.7 | $ | 22.2 | $ | 13.9 | |||||
Weighted average shares outstanding: | |||||||||||||
Basic | 56,027,288 | 54,451,200 | 55,233,875 | 54,344,944 | |||||||||
Add: Dilutive effect of stock options and restricted stock | 847,953 | 728,466 | 630,596 | 660,734 | |||||||||
Diluted | 56,875,241 | 55,179,666 | 55,864,471 | 55,005,678 | |||||||||
Earnings per NCM, Inc. share: | |||||||||||||
Basic | $ | 0.24 | $ | 0.31 | $ | 0.40 | $ | 0.26 | |||||
Diluted | $ | 0.24 | $ | 0.30 | $ | 0.40 | $ | 0.25 | |||||
RelatedParty_Transactions_Tabl
Related-Party Transactions (Tables) | 9 Months Ended | ||||||||||||
Sep. 26, 2013 | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Schedule Of Mandatory Distributions To Members | |||||||||||||
Three Months Ended September 26, 2013 | Three Months Ended September 27, 2012 | Nine Months Ended September 26, 2013 | Nine Months Ended September 27, 2012 | ||||||||||
AMC | $ | 10.6 | $ | 10.1 | $ | 21.2 | $ | 16.8 | |||||
Cinemark | 13.3 | 10.7 | 26.0 | 17.6 | |||||||||
Regal | 12.2 | 12.9 | 25.7 | 21.5 | |||||||||
NCM, Inc. | 32.3 | 32.1 | 63.1 | 53.0 | |||||||||
Total | $ | 68.4 | $ | 65.8 | $ | 136.0 | $ | 108.9 | |||||
Schedule Of Amounts Due To Founding Members | Amounts due to founding members as of September 26, 2013 were comprised of the following (in millions): | ||||||||||||
AMC | Cinemark | Regal | Total | ||||||||||
Theatre access fees, net of beverage revenues | $ | 0.6 | 0.6 | 1.0 | $ | 2.2 | |||||||
Cost and other reimbursement | -1.2 | -1.3 | -0.8 | -3.3 | |||||||||
Distributions payable | 13.3 | 10.6 | 12.2 | 36.1 | |||||||||
Total | $ | 12.7 | $ | 9.9 | $ | 12.4 | $ | 35.0 | |||||
Amounts due to founding members as of December 27, 2012 were comprised of the following (in millions): | |||||||||||||
AMC | Cinemark | Regal | Total | ||||||||||
Theatre access fees, net of beverage revenues | $ | 0.6 | $ | 0.6 | $ | 0.9 | $ | 2.1 | |||||
Cost and other reimbursement | -1.1 | -0.7 | -1.4 | -3.2 | |||||||||
Distributions payable, net | 6.3 | 6.6 | 8.0 | 20.9 | |||||||||
Total | $ | 5.8 | $ | 6.5 | $ | 7.5 | $ | 19.8 | |||||
Founding Member And Managing Member [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Schedule Of Related Party Transactions | |||||||||||||
Included in the Condensed Consolidated Statements of Income: | Three Months Ended September 26, 2013 | Three Months Ended September 27, 2012 | Nine Months Ended September 26, 2013 | Nine Months Ended September 27, 2012 | |||||||||
Revenue: | |||||||||||||
Beverage concessionaire revenue (included in Advertising revenue) (1) | $ | 11.5 | $ | 10.0 | $ | 31.5 | $ | 29.9 | |||||
Advertising inventory revenue (included in Advertising revenue) (2) | - | - | 0.1 | 0.1 | |||||||||
Operating expenses: | |||||||||||||
Theatre access fee (3) | 18.7 | 16.3 | 52.4 | 48.3 | |||||||||
Revenue share from Fathom Events (included in Fathom Events operating costs) (4) | 1.3 | 0.8 | 3.0 | 3.8 | |||||||||
Purchase of movie tickets and concession products (included in Fathom Events operating costs) (5) | - | 0.2 | 0.3 | 0.4 | |||||||||
Purchase of movie tickets and concession products (included in Selling and marketing costs) (5) | 0.3 | 0.4 | 1.0 | 0.8 | |||||||||
-1 | For the three months and nine months ended September 26, 2013 and September 27, 2012, the founding members purchased 60 seconds of on-screen advertising time (with a right to purchase up to 90 seconds) from NCM LLC to satisfy their obligations under their beverage concessionaire agreements at a rate specified by the ESA at a 30 second equivalent CPM. | ||||||||||||
-2 | The value of such purchases is calculated by reference to NCM LLC’s advertising rate card. | ||||||||||||
-3 | Comprised of payments per theatre attendee, payments per digital screen with respect to the founding member theatres included in the Company’s network and payments for access to higher quality digital cinema equipment. | ||||||||||||
-4 | These payments are at rates (percentage of event revenue) included in the ESAs based on the nature of the event. | ||||||||||||
-5 | Used primarily for marketing to NCM LLC’s advertising clients and marketing resale to Fathom Events customers. | ||||||||||||
Included in the Condensed Consolidated Balance Sheets: | As of | As of | |||||||||||
26-Sep-13 | 27-Dec-12 | ||||||||||||
Purchase of movie tickets and concession products (included in Prepaid expenses) (1) | $ | 0.2 | $ | - | |||||||||
Common unit adjustments and integration payments, net of amortization (included in Intangible assets) | 406.7 | 258.7 | |||||||||||
Current payable to founding members under tax sharing agreement (2) | 24.9 | 19.6 | |||||||||||
Long-term payable to founding members under tax sharing agreement (2) | 143.2 | 137.5 | |||||||||||
-1 | Used primarily for marketing to NCM LLC’s advertising clients and marketing resale to Fathom Events customers. | ||||||||||||
-2 | The Company paid the founding members $10.1 million in the first quarter of 2013, of which $0.9 million was for the 2011 tax year and $9.2 million was for the 2012 tax year. | ||||||||||||
Related Party Affiliates [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Schedule Of Related Party Transactions | |||||||||||||
Following is a summary of advertising operating costs in the Condensed Consolidated Statements of Income between the Company and its related party affiliates (in millions): | |||||||||||||
Related Party Affiliate | Three Months Ended September 26, 2013 | Three Months Ended September 27, 2012 | Nine Months Ended September 26, 2013 | Nine Months Ended September 27, 2012 | |||||||||
Starplex (1) | $ | 1.0 | $ | 1.2 | $ | 2.2 | $ | 2.5 | |||||
Other (2) | 0.1 | 0.2 | 0.4 | 0.6 | |||||||||
Total | $ | 1.1 | $ | 1.4 | $ | 2.6 | $ | 3.1 | |||||
Following is a summary of the accounts payable balance between the Company and its related party affiliates included in the Condensed Consolidated Balance Sheets (in millions): | |||||||||||||
Related Party Affiliate | As of September 26, 2013 | As of December 27, 2012 | |||||||||||
Starplex (1) | $ | 0.8 | $ | 0.7 | |||||||||
Other (2) | 0.1 | 0.2 | |||||||||||
Total | $ | 0.9 | $ | 0.9 | |||||||||
-1 | Starplex Operating L.P. (“Starplex”) is an affiliate of Cinemark. | ||||||||||||
-2 | Other affiliates include Showplex Cinemas, Inc. (“Showplex”), an affiliate of one of NCM, Inc.’s directors, LA Live Cinemas LLC (“LA Live”), an affiliate of Regal, and Texas Cinemas, Corp., an affiliate of one of NCM, Inc.’s directors. | ||||||||||||
Borrowings_Tables
Borrowings (Tables) | 9 Months Ended | |||||||||||
Sep. 26, 2013 | ||||||||||||
Borrowings [Abstract] | ||||||||||||
Schedule Of Outstanding Debt | ||||||||||||
Outstanding Balance as of | ||||||||||||
Borrowings ($ in millions) | 26-Sep-13 | December 27, | Maturity Date | Interest Rate | ||||||||
2012 | ||||||||||||
Revolving Credit Facility | $ | 14.0 | $ | 14.0 | 26-Nov-17 | -1 | -2 | |||||
Term Loans | 270.0 | 265.0 | 26-Nov-19 | -2 | ||||||||
Senior Unsecured Notes | 200.0 | 200.0 | 15-Jul-21 | 7.88% | ||||||||
Senior Secured Notes | 400.0 | 400.0 | 15-Apr-22 | 6.00% | ||||||||
Total | $ | 884.0 | $ | 879.0 | ||||||||
(1)A portion of the revolving credit facility has a maturity date of December 31, 2014, as described in further detail below. | ||||||||||||
(2)The interest rates on the revolving credit facility and term loan are described below. | ||||||||||||
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 9 Months Ended | ||||||||||||
Sep. 26, 2013 | |||||||||||||
Fair Value Measurement [Abstract] | |||||||||||||
Estimated Fair Values Of Company's Financial Instruments | |||||||||||||
As of September 26, 2013 | As of December 27, 2012 | ||||||||||||
($ in millions) | Carrying Value | Fair Value (1) | Carrying Value | Fair Value (1) | |||||||||
Term Loans | $ | 270.0 | $ | 268.6 | $ | 265.0 | $ | 265.8 | |||||
Senior Unsecured Notes | 200.0 | 218.1 | 200.0 | 222.0 | |||||||||
Senior Secured Notes | 400.0 | 410.0 | 400.0 | 425.5 | |||||||||
___________ | |||||||||||||
-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. | ||||||||||||
Fair Values Of The Company's Assets And Liabilities | |||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||
As of | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||
26-Sep-13 | (Level 1) | (Level 2) | (Level 3) | ||||||||||
ASSETS: | |||||||||||||
Cash equivalents (1) | $ | 32.1 | 8.2 | 23.9 | $ | - | |||||||
Short-term marketable securities (2) | 57.4 | - | 57.4 | - | |||||||||
Total assets | $ | 89.5 | $ | 8.2 | $ | 81.3 | $ | - | |||||
Fair Value Measurements at Reporting Date Using | |||||||||||||
As of | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||
27-Dec-12 | (Level 1) | (Level 2) | (Level 3) | ||||||||||
ASSETS: | |||||||||||||
Cash equivalents (1) | $ | 50.2 | $ | 6.2 | $ | 44.0 | $ | - | |||||
Short-term marketable securities (2) | 34.2 | 3.0 | 31.2 | - | |||||||||
Total assets | $ | 84.4 | $ | 9.2 | $ | 75.2 | $ | - | |||||
-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 given 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 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 and commercial paper 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 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 26, 2013 and September 27, 2012, 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 26, 2013 and December 27, 2012, there were no gross unrealized losses related to individual securities that had been in a continuous loss position for 12 months or longer. | ||||||||||||
Schedule Of Marketable Securities | |||||||||||||
As of September 26, 2013 | |||||||||||||
Amortized Cost Basis | Aggregate Fair Value | Maturities (1) (in years) | |||||||||||
(in millions) | (in millions) | ||||||||||||
MARKETABLE SECURITIES: | |||||||||||||
Short-term commercial paper: | |||||||||||||
Financial | 42.4 | 42.4 | 0.3 | ||||||||||
Industrial | 8.8 | 8.8 | 0.3 | ||||||||||
Utility | 6.2 | 6.2 | 0.2 | ||||||||||
Total marketable securities | $ | 57.4 | $ | 57.4 | |||||||||
. | |||||||||||||
As of December 27, 2012 | |||||||||||||
Amortized Cost Basis | Aggregate Fair Value | Maturities (1) (in years) | |||||||||||
(in millions) | (in millions) | ||||||||||||
MARKETABLE SECURITIES: | |||||||||||||
Short-term U.S. government agency bonds | $ | 3.0 | $ | 3.0 | 0.7 | ||||||||
Short-term commercial paper: | |||||||||||||
Financial | 25.1 | 25.1 | 0.2 | ||||||||||
Industrial | 5.1 | 5.1 | 0.3 | ||||||||||
Municipal | 1.0 | 1.0 | - | ||||||||||
Total marketable securities | $ | 34.2 | $ | 34.2 | |||||||||
____________ | |||||||||||||
-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. The Company has the ability and intent to liquidate any security that the Company holds to fund operations over the next twelve months if necessary and as such has classified these securities as short-term. | ||||||||||||
Derivative_Instruments_And_Hed1
Derivative Instruments And Hedging Activities (Tables) | 9 Months Ended | |||||||||||||||||||||||||
Sep. 26, 2013 | ||||||||||||||||||||||||||
Derivative Instruments And Hedging Activities [Abstract] | ||||||||||||||||||||||||||
Schedule Of The Effect Of Derivatives On The Financial Statements | ||||||||||||||||||||||||||
Unrealized Gain Recognized in NCM, Inc.’s Other Comprehensive Income (Pre-tax) | Realized Loss Recognized in Interest on Borrowings (Pre-tax) | |||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | Three Months Ended | Nine Months Ended | |||||||||||||||||||||||
26-Sep-13 | 27-Sep-12 | 26-Sep-13 | 27-Sep-12 | 26-Sep-13 | 27-Sep-12 | 26-Sep-13 | 27-Sep-12 | |||||||||||||||||||
Interest Rate Swaps | $ | 2.6 | $ | 0.8 | $ | 7.8 | $ | 24.6 | $ | - | $ | -1.3 | $ | - | $ | -8.3 | ||||||||||
Schedule Of The Effect Of Derivatives Not Designated As Hedging Instruments On The Financial Statements | ||||||||||||||||||||||||||
Gain (Loss) Recognized in Non-Operating Expenses (Pre-tax) | ||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
Derivative Instruments not Designated as Hedging Instruments | Income Statement Location | 26-Sep-13 | 27-Sep-12 | 26-Sep-13 | 27-Sep-12 | |||||||||||||||||||||
Realized loss on derivative instruments | Interest on borrowings | $ | - | $ | -1.3 | $ | - | $ | -4.3 | |||||||||||||||||
Gain from change in fair value on cash flow hedges | Change in derivative fair value | - | 0.7 | - | 2.2 | |||||||||||||||||||||
Amortization of AOCI on discontinued cash flow hedges | Amortization of terminated derivatives | -2.6 | -1.3 | -7.8 | -2.4 | |||||||||||||||||||||
Total | $ | -2.6 | $ | -1.9 | $ | -7.8 | $ | -4.5 | ||||||||||||||||||
Schedule Of Changed In AOCI By Component | ||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
26-Sep-13 | Income Statement Location | |||||||||||||||||||||||||
Balance at beginning of period | $ | -4.5 | $ | -6.7 | ||||||||||||||||||||||
Amounts reclassified from AOCI: | ||||||||||||||||||||||||||
Amortization on discontinued cash flow hedges | 2.6 | 7.8 | Amortization of terminated derivatives | |||||||||||||||||||||||
Total amounts reclassified from AOCI | 2.6 | 7.8 | ||||||||||||||||||||||||
Noncontrolling interest on reclassifications | -1.4 | -4.2 | ||||||||||||||||||||||||
Tax effect on reclassifications | -0.5 | -1.4 | ||||||||||||||||||||||||
Net other comprehensive income | 0.7 | 2.2 | ||||||||||||||||||||||||
Impact of subsidiary ownership changes | -0.4 | 0.3 | ||||||||||||||||||||||||
Balance at end of period | $ | -4.2 | $ | -4.2 | ||||||||||||||||||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 9 Months Ended | ||||||||||||
Sep. 26, 2013 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
Schedule Of Segment Operating Income | |||||||||||||
Three Months Ended September 26, 2013 (in millions) | |||||||||||||
Advertising | Fathom Events | Network, Administrative and Unallocated Costs | Consolidated | ||||||||||
Revenue | $ | 127.6 | $ | 7.5 | $ | - | $ | 135.1 | |||||
Operating costs | 26.6 | 5.4 | 5.1 | 37.1 | |||||||||
Selling and marketing costs | 14.0 | 0.8 | 0.8 | 15.6 | |||||||||
Administrative and other costs | 0.7 | 0.2 | 6.9 | 7.8 | |||||||||
Depreciation and amortization | - | - | 7.2 | 7.2 | |||||||||
Interest and other non-operating costs | - | - | 18.7 | 18.7 | |||||||||
Income (loss) before income taxes | $ | 86.3 | $ | 1.1 | $ | -38.7 | $ | 48.7 | |||||
Three Months Ended September 27, 2012 (in millions) | |||||||||||||
Advertising | Fathom Events | Network, Administrative and Unallocated Costs | Consolidated | ||||||||||
Revenue | $ | 138.0 | $ | 5.7 | $ | - | $ | 143.7 | |||||
Operating costs | 27.3 | 4.5 | 5.1 | 36.9 | |||||||||
Selling and marketing costs | 14.7 | 0.5 | 0.5 | 15.7 | |||||||||
Administrative and other costs | 0.7 | 0.2 | 7.1 | 8.0 | |||||||||
Depreciation and amortization | - | - | 5.0 | 5.0 | |||||||||
Interest and other non-operating costs | - | - | 18.9 | 18.9 | |||||||||
Income (loss) before income taxes | $ | 95.3 | $ | 0.5 | $ | -36.6 | $ | 59.2 | |||||
Nine Months Ended September 26, 2013 (in millions) | |||||||||||||
Advertising | Fathom Events | Network, Administrative and Unallocated Costs | Consolidated | ||||||||||
Revenue | $ | 318.2 | $ | 21.9 | $ | - | $ | 340.1 | |||||
Operating costs | 74.1 | 15.4 | 15.2 | 104.7 | |||||||||
Selling and marketing costs | 42.1 | 2.6 | 2.0 | 46.7 | |||||||||
Administrative and other costs | 1.7 | 0.6 | 20.6 | 22.9 | |||||||||
Depreciation and amortization | - | - | 18.8 | 18.8 | |||||||||
Interest and other non-operating costs | - | - | 57.8 | 57.8 | |||||||||
Income (loss) before income taxes | $ | 200.3 | $ | 3.3 | $ | -114.4 | $ | 89.2 | |||||
Nine Months Ended September 27, 2012 (in millions) | |||||||||||||
Advertising | Fathom Events | Network, Administrative and Unallocated Costs | Consolidated | ||||||||||
Revenue | $ | 305.6 | $ | 27.3 | $ | - | $ | 332.9 | |||||
Operating costs | 72.0 | 20.0 | 15.3 | 107.3 | |||||||||
Selling and marketing costs | 40.5 | 3.3 | 1.9 | 45.7 | |||||||||
Administrative and other costs | 2.1 | 0.6 | 21.9 | 24.6 | |||||||||
Depreciation and amortization | - | - | 14.9 | 14.9 | |||||||||
Interest and other non-operating costs | - | - | 82.8 | 82.8 | |||||||||
Income (loss) before income taxes | $ | 191.0 | $ | 3.4 | $ | -136.8 | $ | 57.6 | |||||
Summary Of Revenue By Category | |||||||||||||
Three Months Ended September 26, 2013 | Three Months Ended | Nine Months Ended September 26, 2013 | Nine Months Ended September 27, 2012 | ||||||||||
27-Sep-12 | |||||||||||||
National advertising revenue | $ | 91.1 | $ | 104.8 | $ | 226.0 | $ | 222.3 | |||||
Local advertising revenue | 25.0 | 23.2 | 60.7 | 53.4 | |||||||||
Founding member advertising revenue from beverage concessionaire agreements | 11.5 | 10.0 | 31.5 | 29.9 | |||||||||
Fathom Consumer revenue | 7.5 | 4.9 | 20.8 | 23.0 | |||||||||
Fathom Business revenue | - | 0.8 | 1.1 | 4.3 | |||||||||
Total revenue | $ | 135.1 | $ | 143.7 | $ | 340.1 | $ | 332.9 | |||||
The_Company_Narrative_Details
The Company (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
Sep. 26, 2013 | Sep. 26, 2013 | Dec. 27, 2012 | Sep. 26, 2013 | Sep. 26, 2013 | Sep. 26, 2013 | Sep. 26, 2013 | Sep. 26, 2013 | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 | Aug. 01, 2013 | Aug. 01, 2013 | Aug. 01, 2013 | Aug. 01, 2013 | |
NCM, LLC. [Member] | NCM Inc. [Member] | Regal [Member] | Cinemark [Member] | AMC [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | New Entity [Member] | New Entity [Member] | New Entity [Member] | New Entity [Member] | ||||
Sales Revenue, Net [Member] | Sales Revenue, Net [Member] | Sales Revenue, Net [Member] | Sales Revenue, Net [Member] | NCM, LLC. [Member] | Regal [Member] | Cinemark [Member] | AMC [Member] | |||||||||
customer | customer | customer | customer | |||||||||||||
General Company Information [Line Items] | ||||||||||||||||
Common membership units outstanding | 123,363,471 | 58,280,044 | 22,032,152 | 23,998,505 | 19,052,770 | |||||||||||
Percentage of common membership units outstanding | 47.20% | 17.90% | 19.50% | 15.40% | ||||||||||||
Membership units exchangeable into common stock ratio | 1 | |||||||||||||||
Number of customers contributing to more than 10% of revenue | 0 | 1 | 0 | 0 | ||||||||||||
Number of shares of restricted stock vested | 1,000 | 360,528 | 454,850 | |||||||||||||
Number of shares exercised | 612,585 | 1,249,066 | 241,939 | |||||||||||||
Weighted average exercise price | $14.94 | $13.23 | $9.31 | |||||||||||||
Ownership interest | 30.00% | 30.00% | 30.00% | |||||||||||||
Minority ownership percentage | 10.00% | |||||||||||||||
Percentage of revenue | 14.00% |
The_Company_Changes_In_Equity_
The Company (Changes In Equity) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 |
Net income attributable to NCM, Inc. | $13.70 | $16.70 | $22.20 | $13.90 |
Subsidiary equity issued for purchase of intangible asset | 160.2 | 10.1 | ||
Income tax and other impacts of subsidiary ownership changes | -14.8 | -1.5 | ||
Change from net income attributable to NCM, Inc. and transfers from noncontrolling interests | 77.2 | 16.2 | ||
Additional Paid In Capital (Deficit) [Member] | ||||
Subsidiary equity issued for purchase of intangible asset | 73.2 | 4.9 | ||
Income tax and other impacts of subsidiary ownership changes | ($18.20) | ($2.60) |
Earnings_Per_Share_Narrative_D
Earnings Per Share (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 | |
Stock Options And Non-Vested Restricted Stock [Member] | Exercise Prices Above Market Value [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from the calculation of diluted weighted average shares | 9,533 | 100,754 | 36,923 | 166,943 |
Common Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from the calculation of diluted weighted average shares | 66,953,757 | 57,531,576 | 62,806,362 | 57,347,788 |
Earnings_Per_Share_Schedule_Of
Earnings Per Share (Schedule Of Earnings Per Share, Basic And Diluted) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 |
Earnings Per Share [Abstract] | ||||
Net income attributable to NCM, Inc. | $13.70 | $16.70 | $22.20 | $13.90 |
Basic | 56,027,288 | 54,451,200 | 55,233,875 | 54,344,944 |
Add: Dilutive effect of stock options and restricted stock | 847,953 | 728,466 | 630,596 | 660,734 |
Diluted | 56,875,241 | 55,179,666 | 55,864,471 | 55,005,678 |
Basic | $0.24 | $0.31 | $0.40 | $0.26 |
Diluted | $0.24 | $0.30 | $0.40 | $0.25 |
Intangible_Assets_Narrative_De
Intangible Assets (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
In Millions, except Share data, unless otherwise specified | Jun. 27, 2013 | Mar. 28, 2013 | Mar. 29, 2012 | Mar. 29, 2012 | Sep. 26, 2013 | Sep. 26, 2013 | Mar. 29, 2012 | Sep. 26, 2013 | Sep. 26, 2013 | Sep. 26, 2013 | Sep. 26, 2013 |
NCM, LLC. [Member] | NCM, LLC. [Member] | NCM, LLC. [Member] | AMC [Member] | Founding Member Payment Election [Member] | Founding Member Payment Election [Member] | Founding Member Payment Election [Member] | AMC And Cinemark Integration Payments [Member] | AMC And Cinemark Integration Payments [Member] | Minimum [Member] | Maximum [Member] | |
NCM, LLC. [Member] | NCM, LLC. [Member] | NCM, LLC. [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Common membership units issued | 5,315,837 | 4,536,014 | 651,612 | ||||||||
Increase/decrease in intangible assets, net | $91.20 | $69 | $9.90 | ($0.90) | ($1.10) | $0.20 | ($1) | ($2.10) | |||
Common membership units retained | 16,727 | ||||||||||
Percentage increase (decrease) in theatre attendance for Common Unit adjustment to occur | -2.00% | 2.00% |
RelatedParty_Transactions_Narr
Related-Party Transactions (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | ||||||
In Millions, except Share data, unless otherwise specified | Sep. 26, 2013 | Sep. 26, 2013 | Sep. 26, 2013 | Sep. 26, 2013 | Sep. 26, 2013 | Sep. 26, 2013 | Aug. 01, 2013 | Sep. 27, 2012 | Sep. 27, 2012 | Sep. 26, 2013 | Aug. 01, 2013 | Aug. 01, 2013 | Aug. 01, 2013 | Aug. 01, 2013 |
Founding Members [Member] | NCM Inc. [Member] | NCM Inc. [Member] | NCM Inc. [Member] | NCM, LLC. [Member] | NCM, LLC. [Member] | NCM, LLC. [Member] | Regal [Member] | New Entity [Member] | New Entity [Member] | New Entity [Member] | New Entity [Member] | |||
item | DCIP [Member] | DCIP [Member] | Founding Members [Member] | DCIP [Member] | DCIP [Member] | NCM, LLC. [Member] | Regal [Member] | AMC [Member] | Cinemark [Member] | |||||
Related Party Transaction [Line Items] | ||||||||||||||
Cash payment due to founding members/managing member | $36.10 | |||||||||||||
Ratio of common unit conversion for common stock | 1 | |||||||||||||
Number of NCM LLC common units converted to NCM Inc.common stock | 2,300,000 | |||||||||||||
Deferred tax asset in investment in consolidated subsidiary NCM LLC | 4.1 | 4.1 | ||||||||||||
Amortization period of deferred tax asset | 15 years | |||||||||||||
Change to long-term payable to founding members under tax sharing agreement. | 4.5 | |||||||||||||
Percentage of cash savings related to taxes | 90.00% | |||||||||||||
Deferred tax liability related to discount on long term liability | 2.1 | 2.1 | ||||||||||||
Ownership interest | 30.00% | 30.00% | 30.00% | |||||||||||
Minority ownership percentage | 10.00% | |||||||||||||
Promissory note receivable | 25 | |||||||||||||
Related party revenue | $0.10 | $0.60 | $0.20 | $0.60 |
RelatedParty_Transactions_Summ
Related-Party Transactions (Summary Of Transactions Between The Company And The Founding Members And Managing Member) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | |||||||||||||||||||||||||||||||||||||||
In Millions, unless otherwise specified | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 | Dec. 27, 2012 | Mar. 28, 2013 | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 | Dec. 27, 2012 | Sep. 26, 2013 | Dec. 27, 2012 | Mar. 28, 2013 | Mar. 28, 2013 | |||||||||||||||||||||
S | S | S | S | Founding Members [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Beverage Concessionaire [Member] | Beverage Concessionaire [Member] | Beverage Concessionaire [Member] | Beverage Concessionaire [Member] | Advertising Inventory [Member] | Advertising Inventory [Member] | Use Of Screens/Theatres For Fathom Events [Member] | Use Of Screens/Theatres For Fathom Events [Member] | Use Of Screens/Theatres For Fathom Events [Member] | Use Of Screens/Theatres For Fathom Events [Member] | Purchase Of Movie Tickets And Concession Products [Member] | Purchase Of Movie Tickets And Concession Products [Member] | Purchase Of Movie Tickets And Concession Products [Member] | Purchase Of Movie Tickets And Concession Products [Member] | Purchase Of Movie Tickets And Concession Products [Member] | Common Unit Adjustments And Integration Payments [Member] | Common Unit Adjustments And Integration Payments [Member] | 2011 Tax Year [Member] | 2012 Tax Year [Member] | |||||||||||||||||||||||
S | S | S | S | Founding Members [Member] | Founding Members [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Advertising revenue | $127.60 | $138 | $318.20 | $305.60 | $11.50 | [1] | $10 | [1] | $31.50 | [1] | $29.90 | [1] | $0.10 | [2] | $0.10 | [2] | ||||||||||||||||||||||||||||||||||
Theatre access fee | 18.7 | [3] | 16.3 | [3] | 52.4 | [3] | 48.3 | [3] | ||||||||||||||||||||||||||||||||||||||||||
Fathom Events operating costs (including amounts to founding members) | 5.4 | 4.5 | 15.4 | 20 | 1.3 | [4] | 0.8 | [4] | 3 | [4] | 3.8 | [4] | 0.2 | [5] | 0.3 | [5] | 0.4 | [5] | ||||||||||||||||||||||||||||||||
Selling and marketing costs | 15.6 | 15.7 | 46.7 | 45.7 | 0.3 | [5] | 0.4 | [5] | 1 | [5] | 0.8 | [5] | ||||||||||||||||||||||||||||||||||||||
On-screen advertising time purchased, in seconds | 60 | 60 | 60 | 60 | ||||||||||||||||||||||||||||||||||||||||||||||
On-screen advertising time which founding members have right to purchase, in seconds | 90 | 90 | 90 | 90 | ||||||||||||||||||||||||||||||||||||||||||||||
On-screen advertising time to satisfy agreement obligations | 30 | 30 | 30 | 30 | ||||||||||||||||||||||||||||||||||||||||||||||
Prepaid expenses (including $0.2 and $0.0 to founding members, respectively) | 3.9 | 3.9 | 2.4 | 0.2 | [5] | 0.2 | [5] | 0 | ||||||||||||||||||||||||||||||||||||||||||
Common unit adjustments and integration payments, net of amortization (included in Intangible assets) | 436.1 | 436.1 | 280.3 | 406.7 | [6] | 258.7 | [6] | |||||||||||||||||||||||||||||||||||||||||||
Current payable to founding members under tax sharing agreement | 24.9 | [7] | 24.9 | [7] | 19.6 | [7] | ||||||||||||||||||||||||||||||||||||||||||||
Long-term payable to founding members under tax sharing agreement | 143.2 | [7] | 143.2 | [7] | 137.5 | [7] | ||||||||||||||||||||||||||||||||||||||||||||
Payments to affiliates for tax sharing agreement | $10.10 | $0.90 | $9.20 | |||||||||||||||||||||||||||||||||||||||||||||||
[1] | For the three months and nine months ended September 26, 2013 and September 27, 2012, the founding members purchased 60 seconds of on-screen advertising time (with a right to purchase up to 90 seconds) from NCM LLC to satisfy their obligations under their beverage concessionaire agreements at a rate specified by the ESA at a 30 second equivalent CPM. | |||||||||||||||||||||||||||||||||||||||||||||||||
[2] | The value of such purchases is calculated by reference to NCM LLCbs advertising rate card | |||||||||||||||||||||||||||||||||||||||||||||||||
[3] | Comprised of payments per theatre attendee, payments per digital screen with respect to the founding member theatres included in the Companybs network and payments for access to higher quality digital cinema equipment | |||||||||||||||||||||||||||||||||||||||||||||||||
[4] | These payments are at rates (percentage of event revenue) included in the ESAs based on the nature of the event | |||||||||||||||||||||||||||||||||||||||||||||||||
[5] | Used primarily for marketing to NCM LLCbs advertising clients and marketing resale to Fathom Events customers. | |||||||||||||||||||||||||||||||||||||||||||||||||
[6] | Used primarily for marketing to NCM LLCbs advertising clients and marketing resale to Fathom Events customers | |||||||||||||||||||||||||||||||||||||||||||||||||
[7] | The Company paid the founding members $10.1 million in the first quarter of 2013, of which $0.9 million was for the 2011 tax year and $9.2 million was for the 2012 tax year |
RelatedParty_Transactions_Sche
Related-Party Transactions (Schedule Of Mandatory Distributions To Members) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 |
Related Party Transaction [Line Items] | ||||
Cash payments to members | $68.40 | $65.80 | $136 | $108.90 |
AMC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cash payments to members | 10.6 | 10.1 | 21.2 | 16.8 |
Cinemark [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cash payments to members | 13.3 | 10.7 | 26 | 17.6 |
Regal [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cash payments to members | 12.2 | 12.9 | 25.7 | 21.5 |
NCM Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cash payments to members | $32.30 | $32.10 | $63.10 | $53 |
RelatedParty_Transactions_Sche1
Related-Party Transactions (Schedule Of Amounts Due To Founding Members) (Details) (USD $) | Sep. 26, 2013 | Dec. 27, 2012 |
In Millions, unless otherwise specified | ||
Related Party Transaction [Line Items] | ||
Theatre access fees, net of beverage revenues | $2.20 | $2.10 |
Cost and other reimbursement | -3.3 | -3.2 |
Distributions payable, net | 36.1 | 20.9 |
Amounts due to founding members | 35 | 19.8 |
AMC [Member] | ||
Related Party Transaction [Line Items] | ||
Theatre access fees, net of beverage revenues | 0.6 | 0.6 |
Cost and other reimbursement | -1.2 | -1.1 |
Distributions payable, net | 13.3 | 6.3 |
Amounts due to founding members | 12.7 | 5.8 |
Cinemark [Member] | ||
Related Party Transaction [Line Items] | ||
Theatre access fees, net of beverage revenues | 0.6 | 0.6 |
Cost and other reimbursement | -1.3 | -0.7 |
Distributions payable, net | 10.6 | 6.6 |
Amounts due to founding members | 9.9 | 6.5 |
Regal [Member] | ||
Related Party Transaction [Line Items] | ||
Theatre access fees, net of beverage revenues | 1 | 0.9 |
Cost and other reimbursement | -0.8 | -1.4 |
Distributions payable, net | 12.2 | 8 |
Amounts due to founding members | $12.40 | $7.50 |
RelatedParty_Transactions_Summ1
Related-Party Transactions (Summary Of Transactions Between The Company And Related Party Affiliates) (Details) (USD $) | Sep. 26, 2013 | Dec. 27, 2012 | Sep. 26, 2013 | Dec. 27, 2012 | Sep. 26, 2013 | Dec. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 | ||||||||||||
In Millions, unless otherwise specified | Starplex [Member] | Starplex [Member] | Other [Member] | Other [Member] | Advertising Operating Cost [Member] | Advertising Operating Cost [Member] | Advertising Operating Cost [Member] | Advertising Operating Cost [Member] | Advertising Operating Cost [Member] | Advertising Operating Cost [Member] | Advertising Operating Cost [Member] | Advertising Operating Cost [Member] | Advertising Operating Cost [Member] | Advertising Operating Cost [Member] | Advertising Operating Cost [Member] | Advertising Operating Cost [Member] | ||||||||||||||
Starplex [Member] | Starplex [Member] | Starplex [Member] | Starplex [Member] | Other [Member] | Other [Member] | Other [Member] | Other [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Advertising operating costs, related party affiliates | $1.10 | $1.40 | $2.60 | $3.10 | $1 | [1] | $1.20 | [1] | $2.20 | [1] | $2.50 | [1] | $0.10 | [2] | $0.20 | [2] | $0.40 | [2] | $0.60 | [2] | ||||||||||
Accounts payable, related party affiliates | $0.90 | $0.90 | $0.80 | [1] | $0.70 | [1] | $0.10 | [2] | $0.20 | [2] | ||||||||||||||||||||
[1] | Starplex Operating L.P. (bStarplexb) is an affiliate of Cinemark | |||||||||||||||||||||||||||||
[2] | Other affiliates include Showplex Cinemas, Inc. (bShowplexb), an affiliate of one of NCM, Inc.bs directors, LA Live Cinemas LLC (bLA Liveb), an affiliate of Regal, and Texas Cinemas, Corp., an affiliate of one of NCM, Inc.bs directors. |
Borrowings_Narrative_Details
Borrowings (Narrative) (Details) (USD $) | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||||||||||||||
Sep. 26, 2013 | Dec. 27, 2012 | Sep. 26, 2013 | Sep. 26, 2013 | Dec. 27, 2012 | Sep. 26, 2013 | Dec. 27, 2012 | Sep. 26, 2013 | Sep. 26, 2013 | Sep. 26, 2013 | Dec. 27, 2012 | Sep. 22, 2011 | Sep. 26, 2013 | Dec. 27, 2012 | Nov. 26, 2012 | Sep. 26, 2013 | Sep. 26, 2013 | Sep. 26, 2013 | Sep. 26, 2013 | Sep. 26, 2013 | Sep. 26, 2013 | Sep. 26, 2013 | |||||
Senior Secured Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Term Loans [Member] | Term Loans [Member] | Revolving Credit Facility Due On November 26, 2017 [Member] | Revolving Credit Facility Due On December 31, 2014 [Member] | Senior Unsecured Notes [Member] | Senior Unsecured Notes [Member] | Senior Unsecured Notes [Member] | Senior Secured Notes [Member] | Senior Secured Notes [Member] | Senior Secured Notes [Member] | Maximum [Member] | LIBOR [Member] | LIBOR [Member] | LIBOR [Member] | Base Rate [Member] | Base Rate [Member] | Base Rate [Member] | |||||||
item | Senior Secured Credit Facility [Member] | Term Loans [Member] | Revolving Credit Facility Due On November 26, 2017 [Member] | Revolving Credit Facility Due On December 31, 2014 [Member] | Term Loans [Member] | Revolving Credit Facility Due On November 26, 2017 [Member] | Revolving Credit Facility Due On December 31, 2014 [Member] | |||||||||||||||||||
item | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Borrowing amount of credit facility | $124,000,000 | $14,000,000 | ||||||||||||||||||||||||
Outstanding debt | 884,000,000 | 879,000,000 | 14,000,000 | [1] | 14,000,000 | [1] | 270,000,000 | [1] | 265,000,000 | [1] | 200,000,000 | 200,000,000 | 400,000,000 | 400,000,000 | ||||||||||||
Debt instrument face amount | 270,000,000 | 200,000,000 | 400,000,000 | |||||||||||||||||||||||
Write-off of net deferred issuance costs | 500,000 | |||||||||||||||||||||||||
Write off of other non-operating fees | 700,000 | |||||||||||||||||||||||||
Maturity date | 26-Nov-17 | [1],[2] | 26-Nov-19 | [1] | 31-Dec-14 | 15-Jul-21 | 15-Apr-22 | |||||||||||||||||||
Unused line fee, percent | 0.50% | |||||||||||||||||||||||||
Portion of revolving credit facility | $110,000,000 | |||||||||||||||||||||||||
Basis spread on variable rate, percent | 2.75% | 2.00% | 1.50% | 1.75% | 1.00% | 0.50% | ||||||||||||||||||||
Weighted-average interest rate | 1.69% | 2.94% | ||||||||||||||||||||||||
Decrease in basis points | -0.25% | -0.50% | ||||||||||||||||||||||||
Senior secured leverage ratio | 2.9 | 6.5 | ||||||||||||||||||||||||
Stated interest rate | 7.88% | 7.88% | 6.00% | 6.00% | ||||||||||||||||||||||
Date of first required interest payment | 15-Jan-12 | 15-Oct-12 | ||||||||||||||||||||||||
[1] | The interest rates on the revolving credit facility and term loan are described below. | |||||||||||||||||||||||||
[2] | A portion of the revolving credit facility has a maturity date of December 31, 2014, as described in further detail below. |
Borrowings_Schedule_Of_Outstan
Borrowings (Schedule Of Outstanding Debt) (Details) (USD $) | Sep. 26, 2013 | Dec. 27, 2012 | Sep. 26, 2013 | Dec. 27, 2012 | Sep. 26, 2013 | Dec. 27, 2012 | Sep. 26, 2013 | Dec. 27, 2012 | Sep. 22, 2011 | Sep. 26, 2013 | Dec. 27, 2012 | Nov. 26, 2012 | ||||
In Millions, unless otherwise specified | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Term Loans [Member] | Term Loans [Member] | Senior Unsecured Notes [Member] | Senior Unsecured Notes [Member] | Senior Unsecured Notes [Member] | Senior Secured Notes [Member] | Senior Secured Notes [Member] | Senior Secured Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||||||||||||
Outstanding Balance | $884 | $879 | $14 | [1] | $14 | [1] | $270 | [1] | $265 | [1] | $200 | $200 | $400 | $400 | ||
Maturity Date | 26-Nov-17 | [1],[2] | 26-Nov-19 | [1] | 15-Jul-21 | 15-Apr-22 | ||||||||||
Interest Rate | 7.88% | 7.88% | 6.00% | 6.00% | ||||||||||||
[1] | The interest rates on the revolving credit facility and term loan are described below. | |||||||||||||||
[2] | A portion of the revolving credit facility has a maturity date of December 31, 2014, as described in further detail below. |
Commitments_And_Contingencies_
Commitments And Contingencies (Narrative) (Details) (USD $) | Sep. 26, 2013 |
In Millions, unless otherwise specified | |
Other Commitments [Line Items] | |
Maximum potential payment | $32.20 |
Minimum [Member] | |
Other Commitments [Line Items] | |
Range of terms, in years | 3 years |
Maximum [Member] | |
Other Commitments [Line Items] | |
Range of terms, in years | 20 years |
Fair_Value_Measurement_Narrati
Fair Value Measurement (Narrative) (Details) (USD $) | Sep. 26, 2013 | Dec. 27, 2012 |
In Millions, unless otherwise specified | ||
Fair Value Measurement [Abstract] | ||
Cost method investments | $0.80 | $0.80 |
Fair_Value_Measurement_Estimat
Fair Value Measurement (Estimated Fair Values Of Company's Financial Instruments) (Details) (USD $) | Sep. 26, 2013 | Dec. 27, 2012 | ||
In Millions, unless otherwise specified | ||||
Carrying Value [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Term Loans | $270 | $265 | ||
Carrying Value [Member] | Senior Unsecured Notes [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Senior Notes | 200 | 200 | ||
Carrying Value [Member] | Senior Secured Notes [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Senior Notes | 400 | 400 | ||
Fair Value [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Term Loans | 268.6 | [1] | 265.8 | [1] |
Fair Value [Member] | Senior Unsecured Notes [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Senior Notes | 218.1 | [1] | 222 | [1] |
Fair Value [Member] | Senior Secured Notes [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Senior Notes | $410 | [1] | $425.50 | [1] |
[1] | The Company has estimated the fair value on an average of at least two non-binding broker quotes and the Companybs 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. |
Fair_Value_Measurement_Fair_Va
Fair Value Measurement (Fair Values Of The Company's Assets And Liabilities) (Details) (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 26, 2013 | Dec. 27, 2012 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | $32,100,000 | [1] | $50,200,000 | [1] |
Short-term marketable securities | 57,400,000 | [2] | 34,200,000 | [2] |
Total assets | 89,500,000 | 84,400,000 | ||
Individual securities gross unrealized losses | 0 | 0 | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | 8,200,000 | [1] | 6,200,000 | [1] |
Short-term marketable securities | 3,000,000 | [2] | ||
Total assets | 8,200,000 | 9,200,000 | ||
Significant Other Observable Inputs (Level 2) [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | 23,900,000 | [1] | 44,000,000 | [1] |
Short-term marketable securities | 57,400,000 | [2] | 31,200,000 | [2] |
Total assets | $81,300,000 | $75,200,000 | ||
[1] | Cash Equivalentsb The Companybs cash equivalents are carried at estimated fair value. Cash equivalents consist of money market accounts which the Company has classified as Level 1 given 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 Marketable Securities b The carrying amount and fair value of the marketable securities are equivalent since the Company accounts for these instruments at fair value. The Companybs government agency bonds and commercial paper are valued using third party broker quotes. The value of the Companybs 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 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 26, 2013 and September 27, 2012, 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 26, 2013 and December 27, 2012, there were no gross unrealized losses related to individual securities that had been in a continuous loss position for 12 months or longer. |
Fair_Value_Measurement_Schedul
Fair Value Measurement (Schedule Of Marketable Securities) (Details) (USD $) | 9 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Sep. 26, 2013 | Dec. 27, 2012 | ||
Schedule of Available-for-sale Securities [Line Items] | ||||
Amortized Cost Basis | $57.40 | $34.20 | ||
Aggregate Fair Value | 57.4 | [1] | 34.2 | [1] |
US Government Agencies Debt Securities [Member] | Short-term Investments [Member] | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Amortized Cost Basis | 3 | |||
Aggregate Fair Value | 3 | |||
Maturities | 8 months 12 days | [2] | ||
Commercial Paper, Financial [Member] | Short-term Investments [Member] | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Amortized Cost Basis | 42.4 | 25.1 | ||
Aggregate Fair Value | 42.4 | 25.1 | ||
Maturities | 3 months 18 days | [2] | 2 months 12 days | [2] |
Commercial Paper, Industrial [Member] | Short-term Investments [Member] | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Amortized Cost Basis | 8.8 | 5.1 | ||
Aggregate Fair Value | 8.8 | 5.1 | ||
Maturities | 3 months 18 days | [2] | 3 months 18 days | [2] |
Commercial Paper Utility [Member] | Short-term Investments [Member] | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Amortized Cost Basis | 6.2 | |||
Aggregate Fair Value | 6.2 | |||
Maturities | 2 months 12 days | [2] | ||
Commercial Paper, Municipal [Member] | Short-term Investments [Member] | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Amortized Cost Basis | 1 | |||
Aggregate Fair Value | $1 | |||
Maturities | 0 years | [2] | ||
[1] | Short-Term Marketable Securities b The carrying amount and fair value of the marketable securities are equivalent since the Company accounts for these instruments at fair value. The Companybs government agency bonds and commercial paper are valued using third party broker quotes. The value of the Companybs 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 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 26, 2013 and September 27, 2012, 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 26, 2013 and December 27, 2012, there were no gross unrealized losses related to individual securities that had been in a continuous loss position for 12 months or longer. | |||
[2] | Maturitiesb 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. The Company has the ability and intent to liquidate any security that the Company holds to fund operations over the next twelve months if necessary and as such has classified these securities as short-term |
Derivative_Instruments_And_Hed2
Derivative Instruments And Hedging Activities (Narrative) (Details) (USD $) | 9 Months Ended | ||
Sep. 27, 2012 | Dec. 26, 2013 | Sep. 26, 2013 | |
Term Loans [Member] | |||
Derivative [Line Items] | |||
Debt instrument face amount | $270,000,000 | ||
Payment for swap termination | 40,200,000 | ||
Loss on swap terminations | -26,700,000 | ||
Amount outstanding related to cash flow hedges | $14,100,000 |
Derivative_Instruments_And_Hed3
Derivative Instruments And Hedging Activities (Schedule Of The Effect Of Derivatives On The Financial Statements) (Details) (Interest Rate Swap [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 |
Interest Rate Swap [Member] | ||||
Derivative [Line Items] | ||||
Unrealized gain recognized in NCM, LLC's OCI (Pre-tax) | $2.60 | $0.80 | $7.80 | $24.60 |
Realized loss recognized in interest on borrowings (Pre-tax) | ($1.30) | ($8.30) |
Derivative_Instruments_And_Hed4
Derivative Instruments And Hedging Activities (Schedule Of The Effect Of Derivatives Not Designated As Hedging Instruments On The Financial Statements) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 |
Derivative Instruments And Hedging Activities [Abstract] | ||||
Realized loss on derivative instruments | ($1.30) | ($4.30) | ||
Gain from change in fair value on cash flow hedges | 0.7 | 2.2 | ||
Amortization of terminated derivatives | -2.6 | -1.3 | -7.8 | -2.4 |
Total | ($2.60) | ($1.90) | ($7.80) | ($4.50) |
Derivative_Instruments_And_Hed5
Derivative Instruments And Hedging Activities (Schedule Of Changes in AOCI By Component) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 |
Derivative Instruments And Hedging Activities [Abstract] | ||||
Beginning Balance | ($4.50) | ($6.70) | ||
Amortization on discontinued cash flow hedges | 2.6 | 1.3 | 7.8 | 2.4 |
Total amounts reclassified from AOCI | 2.6 | 7.8 | ||
Noncontrolling interest on reclassifications | -1.4 | -4.2 | ||
Tax effect on reclassifications | -0.5 | -1.4 | ||
Net other comprehensive income | 0.7 | 2.2 | ||
Impact of subsidiary ownership changes | -0.4 | 0.3 | ||
Ending Balance | ($4.20) | ($4.20) |
Segment_Reporting_Narrative_De
Segment Reporting (Narrative) (Details) (Advertising [Member]) | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 | |
Advertising [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of revenue | 94.40% | 96.00% | 93.60% | 91.80% |
Segment_Reporting_Schedule_Of_
Segment Reporting (Schedule Of Segment Operating Income) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 |
Segment Reporting Information [Line Items] | ||||
Revenue | $135.10 | $143.70 | $340.10 | $332.90 |
Operating costs | 37.1 | 36.9 | 104.7 | 107.3 |
Selling and marketing costs | 15.6 | 15.7 | 46.7 | 45.7 |
Administrative and other costs | 7.8 | 8 | 22.9 | 24.6 |
Depreciation and amortization | 7.2 | 5 | 18.8 | 14.9 |
Interest and other non-operating costs | 18.7 | 18.9 | 57.8 | 82.8 |
INCOME BEFORE INCOME TAXES | 48.7 | 59.2 | 89.2 | 57.6 |
Advertising [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 127.6 | 138 | 318.2 | 305.6 |
Operating costs | 26.6 | 27.3 | 74.1 | 72 |
Selling and marketing costs | 14 | 14.7 | 42.1 | 40.5 |
Administrative and other costs | 0.7 | 0.7 | 1.7 | 2.1 |
Depreciation and amortization | ||||
Interest and other non-operating costs | ||||
INCOME BEFORE INCOME TAXES | 86.3 | 95.3 | 200.3 | 191 |
Fathom Events And Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 7.5 | 5.7 | 21.9 | 27.3 |
Operating costs | 5.4 | 4.5 | 15.4 | 20 |
Selling and marketing costs | 0.8 | 0.5 | 2.6 | 3.3 |
Administrative and other costs | 0.2 | 0.2 | 0.6 | 0.6 |
Depreciation and amortization | ||||
Interest and other non-operating costs | ||||
INCOME BEFORE INCOME TAXES | 1.1 | 0.5 | 3.3 | 3.4 |
Network, Administrative And Unallocated Costs [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating costs | 5.1 | 5.1 | 15.2 | 15.3 |
Selling and marketing costs | 0.8 | 0.5 | 2 | 1.9 |
Administrative and other costs | 6.9 | 7.1 | 20.6 | 21.9 |
Depreciation and amortization | 7.2 | 5 | 18.8 | 14.9 |
Interest and other non-operating costs | 18.7 | 18.9 | 57.8 | 82.8 |
INCOME BEFORE INCOME TAXES | ($38.70) | ($36.60) | ($114.40) | ($136.80) |
Segment_Reporting_Summary_Of_R
Segment Reporting (Summary Of Revenue By Category) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 26, 2013 | Sep. 27, 2012 | Sep. 26, 2013 | Sep. 27, 2012 |
Segment Reporting Information [Line Items] | ||||
Revenue | $135.10 | $143.70 | $340.10 | $332.90 |
National Advertising Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 91.1 | 104.8 | 226 | 222.3 |
Local Advertising Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 25 | 23.2 | 60.7 | 53.4 |
Founding Member Advertising Revenue From Beverage Concessionaire Agreements [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 11.5 | 10 | 31.5 | 29.9 |
Fathom Consumer Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 7.5 | 4.9 | 20.8 | 23 |
Fathom Business Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $0.80 | $1.10 | $4.30 |
Subsequent_Event_Details
Subsequent Event (Details) (Subsequent Event [Member], USD $) | 0 Months Ended | 9 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Oct. 30, 2013 | Sep. 26, 2013 |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Dividends payable, date declared | 30-Oct-13 | |
Cash dividends declared, per share | $0.22 | |
Cash dividends declared | $12.80 | |
Dividends payable, date of record | 13-Nov-13 | |
Dividends payable, date to be paid | 27-Nov-13 |