Related Party Transactions | 4. RELATED PARTY TRANSACTIONS Founding Member Transactions —In connection with NCM, Inc.’s initial public offering (“IPO”), the Company entered into several agreements to define and regulate the relationships among NCM, Inc., NCM LLC and the founding members. They include the following: • 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 FirstLook pre-show, use of the lobby entertainment network (“LEN”) and rights to sell and display certain lobby promotions. Further, 30 to 60 seconds of advertising included in the FirstLook 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. • 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 tax receivable agreement 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 Included in the Condensed Consolidated Statements of Income: March 30, 2017 March 31, 2016 Revenue: Beverage concessionaire revenue (included in advertising revenue) (1) $ 8.4 $ 7.2 Advertising inventory revenue (included in advertising revenue) (2) — 0.1 Operating expenses: Theater access fee (3) 20.6 18.7 Purchase of movie tickets and concession products and rental of theatre space (included in selling and marketing costs) (4) 0.5 0.3 Non-operating expenses: Interest income from notes receivable (included in interest income) (5) 0.2 0.2 (1) For the three months ended March 30, 2017 and March 31, 2016, 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 second equivalent cost per thousand (“CPM”) rate specified by the ESA. (2) The value of such purchases is calculated by reference to NCM LLC’s advertising rate card. (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 Condensed Consolidated Balance Sheets: March 30, 2017 December 29, 2016 Purchase of movie tickets and concession products (included in prepaid expenses) 0.3 — Current portion of notes receivable - founding members (1) 4.2 5.6 Long-term portion of notes receivable - founding members (1) 8.3 8.3 Interest receivable on notes receivable (included in other current assets) (1) 0.2 0.3 Common unit adjustments, net of amortization and integration payments (included in intangible assets) (2) 725.0 529.9 Current payable to founding members under tax receivable agreement (3) 20.3 18.4 Long-term payable to founding members under tax receivable agreement (3) 135.4 143.4 (1) Refer to the discussion of notes receivable from the founding members above. (2) Refer to Note 3— for further information on common unit adjustments and integration payments. (3) The Company paid the founding members $23.5 million in the first quarter of 2016, of which $2.7 million was net operating loss carrybacks for the 2013 year and $20.8 million was for the 2015 tax year. The payment for 2017 will occur in the second quarter of 2017. 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 months ended March 30, 2017 and March 31, 2016 were as follows (in millions): Three Months Ended March 30, 2017 March 31, 2016 AMC $ 2.0 $ 0.3 Cinemark 1.5 0.4 Regal 1.5 0.4 Total founding members 5.0 1.1 NCM, Inc. 3.2 0.9 Total $ 8.2 $ 2.0 The mandatory distributions of available cash by NCM LLC to its founding members for the three months ended March 30, 2017 of $5.0 million is included in amounts due to founding members on the unaudited Condensed Consolidated Balance Sheets as of March 30, 2017 and will be made in the second quarter of 2017. The distributions to NCM, Inc. are eliminated in consolidation. Amounts due to founding members as of March 30, 2017 were comprised of the following (in millions): AMC Cinemark Regal Total Theatre access fees, net of beverage revenues $ 1.7 $ 1.0 $ 1.5 $ 4.2 Cost and other reimbursement (1.2 ) (0.1 ) — (1.3 ) Distributions payable to founding members 2.0 1.5 1.5 5.0 Total amounts due to founding members $ 2.5 $ 2.4 $ 3.0 $ 7.9 Amounts due to founding members as of December 29, 2016 were comprised of the following (in millions): AMC Cinemark Regal Total Theatre access fees, net of beverage revenues $ 1.6 $ 0.9 $ 1.4 $ 3.9 Cost and other reimbursement (0.7 ) (0.4 ) — (1.1 ) Distributions payable to founding members 12.3 13.6 14.0 39.9 Total amounts due to founding members $ 13.2 $ 14.1 $ 15.4 $ 42.7 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 fourth quarter of 2015, AMC exercised the redemption right of an aggregate 200,000 common membership units for a like number of shares of NCM, Inc.’s common stock. These shares remained outstanding as of March 30, 2017. Memorandum of Understanding with AMC — Pursuant to the Final Judgment, AMC is required to divest the majority of its equity interests in NCM LLC and NCM, Inc., so that by June 20, 2019 it owns no more than 4.99% of NCM LLC’s common membership units and NCM, Inc. common stock, taken together, on a fully converted basis (“NCM’s outstanding equity interests”). AMC must complete the divestiture per the following schedule: (i) on or before December 20, 2017, AMC must own no more than 15.0% of NCM’s outstanding equity interests, (ii) on or before December 20, 2018, AMC must own no more than 7.5% of NCM’s outstanding equity interests and (iii) on or before June 20, 2019, AMC must own no more than 4.99% of NCM’s outstanding equity interests. Pursuant to the MOU, AMC also has agreed, among other things, subject to limited exceptions to retain at least 4.5% of NCM’s outstanding equity interests during the term of the Final Judgment, subject to certain exceptions which allow for certain sell downs after the 30-month anniversary of the MOU. AMC also agreed to reimburse the Company for its incurred and ongoing costs and expenses in connection with the Final Judgment including, but not limited to, its financial advisor and legal fees up to $1.0 million of such costs and expenses. During the three months ended March 30, 2017, the Company incurred $0.8 million of these costs, which were recorded as a reduction to “Amounts due to founding members” within the Condensed Consolidated Balance Sheets. 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 $1.0 million as of March 30, 2017 and December 29, 2016, respectively. Related Party Affiliates —NCM LLC has an agreement with LA Live, an affiliate of The Anschutz Corporation to provide in-theater advertising. The Anschutz Corporation is a wholly-owned subsidiary of the Anschutz Company, which is the controlling stockholder of Regal. During the three months ended March 30, 2017 and March 31, 2016, there was an inconsequential amount included in advertising operating costs related to LA Live, and there was approximately $0.1 million and $0.1 million of accounts payable with this company as of March 30, 2017 and December 29, 2016, respectively. Other Transactions —NCM LLC has an agreement with AEG Live, an affiliate of The Anschutz Corporation, for AEG Live to showcase musical artists in NCM LLC’s FirstLook pre-show. During the three months ended March 30, 2017 and March 31, 2016, NCM LLC recorded approximately $0.3 million and $0.4 million, respectively, in revenue from AEG Live. As of March 30, 2017 and December 29, 2016, NCM LLC had approximately $0.3 million and $0.2 million, respectively, of accounts receivable from AEG Live. |