Related Party Transactions | RELATED PARTY TRANSACTIONS Founding Member Transactions —In connection with NCM, Inc.’s IPO, the Company entered into several agreements to define and regulate the relationships among NCM, Inc., NCM LLC and the founding members which are outlined below. As AMC owns less than 5% of NCM LLC as of June 27, 2019 , AMC is no longer a related party. AMC remains a party to the ESA, Common Unit Adjustment Agreement, Tax Receivable Agreement ("TRA") and certain other original agreements and is a member under the terms of the NCM LLC Operating Agreement, subject to fulfilling the requirements of Section 3.1 of the NCM LLC Operating Agreement. AMC will continue to participate in the annual Common Unit Adjustment and receive available cash distributions or allocation of earnings and losses in NCM LLC (as long as its ownership is greater than zero), TRA payments and theater access fees. Further, AMC will continue to pay beverage revenue, among other things. AMC's ownership percentage does not impact future integration payments and other encumbered theater payments owed to NCM LLC by AMC. AMC is considered a related party through the date its ownership fell below the 5% threshold (July 5, 2018) and related party transactions with AMC through this period are included within the disclosures below (specifically the first quarter and first six months of 2018). The agreements with the founding members are as follows: • ESAs. Under the ESAs, NCM LLC is the exclusive provider within the United States of advertising services in the founding members’ theaters (subject to pre-existing contractual obligations and other limited exceptions for the benefit of the founding members). The advertising services include the use of the digital content network (“DCN”) equipment required to deliver the on-screen advertising and other content included in the Noovie pre-show, use of the LEN and rights to sell and display certain lobby promotions. Further, 30 to 60 seconds of advertising included in the Noovie pre-show is sold to NCM LLC’s founding members to satisfy the founding members’ on-screen advertising commitments under their beverage concessionaire agreements. In consideration for access to the founding members’ theaters, theater patrons, the network equipment required to display on-screen and LEN video advertising and the use of theaters for lobby promotions, the founding members receive a monthly theater access fee. These agreements are considered leases with related parties under ASC 842. • Common Unit Adjustment Agreement. The Common Unit Adjustment Agreement provides a mechanism for increasing or decreasing the membership units held by the founding members based on the acquisition or construction of new theaters or sale or closure of theaters that are operated by each founding member and included in NCM LLC’s network. • Tax Receivable Agreement. The TRA provides for the effective payment by NCM, Inc. to the founding members of 90% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that is actually realized as a result of certain increases in NCM, Inc.’s proportionate share of tax basis in NCM LLC’s tangible and intangible assets resulting from the IPO and related transactions. • Software License Agreement. At the date of the Company’s IPO, NCM LLC was granted a perpetual, royalty-free license from NCM LLC’s founding members to use certain proprietary software that existed at the time for the delivery of digital advertising and other content through the DCN to screens in the U.S. NCM LLC has made improvements to this software since the IPO date and NCM LLC owns those improvements, except for improvements that were developed jointly by NCM LLC and NCM LLC’s founding members, if any. The following tables provide summaries of the transactions between the Company and the founding members (in millions): Three Months Ended Six Months Ended Included in the unaudited Condensed Consolidated Statements of Income: (1) June 27, June 28, June 27, June 28, Revenue: Beverage concessionaire revenue (included in advertising revenue) (2) $ 6.5 $ 8.6 $ 11.8 $ 16.6 Operating expenses: Theater access fee (3) 14.5 21.5 27.4 42.1 Purchase of movie tickets and concession products and rental of theater space (included in selling and marketing costs) (4) 0.1 0.3 0.2 0.7 Non-operating expenses: Interest income from notes receivable (included in interest income) (5) — 0.1 0.1 0.2 ________________________________________ (1) AMC is no longer considered a related party as of July 5, 2018, as described further above. As such, the figures within the table above only include related party activity with AMC for the three and six months ended June 28, 2018. (2) For the three and six months ended June 27, 2019 and June 28, 2018 , two of the founding members purchased 60 seconds of on-screen advertising time and one founding member purchased 30 seconds (with all three founding members having a right to purchase up to 90 seconds ) from NCM LLC to satisfy their obligations under their beverage concessionaire agreements at a 30 seconds equivalent CPM rate specified by the ESA. (3) Comprised of payments per theater attendee and payments per digital screen with respect to the founding member theaters included in the Company’s network, including payments for access to higher quality digital cinema equipment. (4) Used primarily for marketing to NCM LLC’s advertising clients. (5) On December 26, 2013, NCM LLC sold its Fathom Events business to a newly formed limited liability company (AC JV, LLC) owned 32% by each of the founding members and 4% by NCM LLC. In consideration for the sale, NCM LLC received a total of $25.0 million in promissory notes from its founding members (one-third or approximately $8.3 million from each founding member). The notes bear interest at a fixed rate of 5.0% per annum, compounded annually. Interest and principal payments are due annually in six equal installments commencing on the first anniversary of the closing. As of Included in the unaudited Condensed Consolidated Balance Sheets: June 27, December 27, Purchase of movie tickets and concession products (included in prepaid expenses) (1) $ 0.1 $ — Current portion of notes receivable - related parties (1) (2) 2.8 4.2 Interest receivable on notes receivable (included in other current assets) (1) (2) 0.1 0.1 Common unit adjustments, net of amortization and integration payments (included in intangible assets) (3) 644.8 657.6 Current payable to founding members under tax receivable agreement (1)(4) 11.1 11.2 Long-term payable to founding members under tax receivable agreement (1)(4) 133.7 141.1 _________________________________ (1) AMC is no longer considered a related party as of July 5, 2018, as described further above. As such, the figures as of June 27, 2019 and December 27, 2018 do not include AMC. (2) Refer to the discussion of notes receivable from the founding members above. (3) Refer to Note 4— Intangible Assets for further information on common unit adjustments and integration payments. This balance includes common unit adjustments issued to all of the founding members (including AMC) as the Company's intangible balance is considered one asset inclusive of all common unit adjustment activity. (4) The Company paid Cinemark and Regal $ 3.5 million and $ 6.3 million, respectively, in payments pursuant to the TRA during 2019 which was for the 2018 tax year. The Company paid Cinemark and Regal $ 4.6 million and $ 8.4 million, respectively, in payments pursuant to the TRA during 2018 which was for the 2017 tax year. Pursuant to the terms of the NCM LLC Operating Agreement in place since the completion of the Company’s IPO, NCM LLC is required to make mandatory distributions on a proportionate basis to its members of available cash, as defined in the NCM LLC Operating Agreement, on a quarterly basis in arrears. Mandatory distributions of available cash for the three and six months ended June 27, 2019 and June 28, 2018 were as follows (in millions): Three Months Ended Six Months Ended June 27, June 28, June 27, June 28, AMC $ — $ — $ — $ 2.2 Cinemark 7.5 8.3 10.5 11.3 Regal 7.9 8.6 11.0 11.8 Total founding members 15.4 16.9 21.5 25.3 NCM, Inc. 14.6 16.2 20.4 24.3 Total $ 30.0 $ 33.1 $ 41.9 $ 49.6 The mandatory distributions of available cash by NCM LLC to Regal and Cinemark for the three months ended June 27, 2019 of $15.4 million is included in amounts due to founding members, net on the unaudited Condensed Consolidated Balance Sheets as of June 27, 2019 and will be made in the third quarter of 2019. AMC’s distribution for the three months ended June 28, 2018 was split equally between Cinemark and Regal because NCM LLC used a record date of July 6, 2018 (following the sale of AMC's membership units to Cinemark and Regal) to accommodate an agreement between AMC and Cinemark and AMC and Regal. These agreements entitled AMC to half of the second quarter of 2018 available cash distribution, or approximately $2.2 million , of which Cinemark and Regal each independently paid AMC approximately $1.1 million . The mandatory distributions to NCM, Inc. are eliminated in consolidation. Amounts due to founding members, net as of June 27, 2019 were comprised of the following (in millions): Cinemark Regal Total Theater access fees, net of beverage revenues and other encumbered theater payments $ 1.2 $ 1.6 $ 2.8 Distributions payable to founding members 7.5 7.9 15.4 Integration payments due from founding members (0.2 ) — (0.2 ) Cost and other reimbursement (0.1 ) — (0.1 ) Total amounts due to founding members, net $ 8.4 $ 9.5 $ 17.9 Amounts due to founding members, net as of December 27, 2018 were comprised of the following (in millions): Cinemark Regal Total Theater access fees, net of beverage revenues and other encumbered theater payments $ 1.0 $ 1.5 $ 2.5 Distributions payable to founding members 13.7 14.2 27.9 Integration payments due from founding members (0.4 ) — (0.4 ) Total amounts due to founding members, net $ 14.3 $ 15.7 $ 30.0 The Amounts due from founding members, net balance as of June 27, 2019 and December 27, 2018 per the Condensed Consolidated Balance Sheets relates to payments due from AMC to NCM LLC. Given that AMC ceased being a related party as of July 5, 2018, the detail of that balance has not been included within the tables above. As of June 28, 2018 , AMC owned 1.0 million shares of NCM, Inc. common stock. During the three and six months ended June 28, 2018 , AMC received cash dividends of approximately $0.1 million and $0.3 million , respectively, on its shares of NCM, Inc. common stock held at that time. AC JV, LLC Transactions —In December 2013, NCM LLC sold its Fathom Events business to a newly formed limited liability company, AC JV, LLC, owned 32% by each of the founding members and 4% by NCM LLC. The Company accounts for its investment in AC JV, LLC under the equity method of accounting in accordance with ASC 323-30, Investments—Equity Method and Joint Ventures (“ASC 323-30”) because AC JV, LLC is a limited liability company with the characteristics of a limited partnership and ASC 323-30 requires the use of equity method accounting unless the Company’s interest is so minor that it would have virtually no influence over partnership operating and financial policies. Although NCM LLC does not have a representative on AC JV, LLC’s Board of Directors or any voting, consent or blocking rights with respect to the governance or operations of AC JV, LLC, the Company concluded that its interest was more than minor under the accounting guidance. The Company’s investment in AC JV, LLC was $1.1 million and $0.9 million as of June 27, 2019 and December 27, 2018 , respectively. During the three months ended June 27, 2019 and June 28, 2018 and the six months ended June 27, 2019 and June 28, 2018 , NCM LLC received cash distributions from AC JV, LLC of $0.1 million , $0.0 million , $0.1 million and $0.0 million , respectively. Equity in earnings from AC JV, LLC for the three months ended June 27, 2019 and June 28, 2018 and the six months ended June 27, 2019 and June 28, 2018 , were $0.1 million , $0.1 million , $0.3 million and $0.1 million , respectively, and is included in non-operating expenses in the unaudited Condensed Consolidated Statements of Income. NCM LLC also received fees from AC JV, LLC of $0.0 million , $0.1 million , $0.0 million , and $0.1 million in the three months ended June 27, 2019 and June 28, 2018 and the six months ended June 27, 2019 and June 28, 2018 , respectively, related to the transition services agreement with AC JV, LLC whereby the Company provides certain corporate overhead or creative services or use of facilities in exchange for a fee. These fees received by NCM LLC are included as an offset to network costs in the unaudited Condensed Consolidated Statements of Income. |