INVESTMENTS | NOTE 5—INVESTMENTS Investments in non-consolidated affiliates and certain other investments accounted for under the equity method generally include all entities in which the Company or its subsidiaries have significant influence, but not more than 50% voting control, and are recorded in the Consolidated Balance Sheets in other long-term assets. Investments in non-consolidated affiliates as of March 31, 2018 include interests in NCM of 13.6%, and 1,000,000 common shares of National Cinemedia, Inc. (“NCM, Inc.”), Digital Cinema Implementation Partners, LLC (“DCIP”) of 29.0%, Digital Cinema Distribution Coalition, LLC (“DCDC”) of 14.6%, AC JV, LLC (“AC JV”) owner of Fathom Events, of 32.0%, SV Holdco LLC, owner of Screenvision, 16.5%, Digital Cinema Media (“DCM”) of 50.0%. The Company also has partnership interests in five U.S. motion picture theatres and one IMAX ® screen of 50.0% (“Theatre Partnerships”) and approximately 50.0% interest in 57 theatres in Europe acquired in the Odeon and Nordic acquisitions. Indebtedness held by equity method investees is non-recourse to the Company. Amounts payable to U.S. Theatre Partnerships were $2.6 million and $2.8 million as of March 31 2018 and December 31, 2017, respectively. Dreamscape and Central Services Studios Preferred Stock. During the three months ended March 31, 2018, the Company invested an additional $5.0 million in Dreamscape Immersive, Inc. (“Dreamscape”) and invested an additional $5.0 million in Central Services Studios, Inc. (“Central Services Studios”) as a part of its virtual reality technologies strategy. The investments are recorded at cost following the measurement alternative as there is no established market for the securities and the Company does not have significant influence over these entities. Equity in Loss of Non-Consolidated Entities Aggregated condensed financial information of the Company’s significant non-consolidated equity method investments (DCIP and NCM) is shown below: Three Months Ended (In millions) March 31, 2018 March 31, 2017 Revenues $ 121.2 $ 117.4 Operating costs and expenses 102.7 101.1 Net earnings $ 18.5 $ 16.3 The components of the Company’s recorded equity in loss of non-consolidated entities are as follows: Three Months Ended (In millions) March 31, 2018 March 31, 2017 NCM and NCM, Inc. (1) $ (17.5) $ (6.0) Digital Cinema Implementation Partners, LLC 6.6 7.4 Other 1.9 (3.7) The Company’s recorded equity in loss (1) $ (9.0) $ (2.3) NCM Transactions. In March 2018, the NCM Common Unit Adjustment ("CUA") resulted in a negative adjustment of 915,150 common units for the Company. The Company elected to return the units, which have reduced the sell-down requirement to 7.5% ownership share by December 20, 2018. The Company recorded the surrendered common units as a reduction to deferred revenues for the ESA at fair value of $5.2 million, based upon a price per share of NCM, Inc. of $5.64 on March 15, 2018 (the Effective Date). The Company’s investment in NCM was reduced by the carrying value of the common units of $6.3 million resulting in a loss from the surrender of the NCM common units of $1.1 million, which was recorded to Equity in Loss of Non-Consolidated Entities in March 2018. As of March 31, 2018, the Company owned 21,477,480 common membership units, or a 13.6% interest, in NCM and 1,000,000 common shares of NCM, Inc. The estimated fair market value of the common units in NCM and the common shares of NCM, Inc. was approximately $116.7 million based on the publicly quoted price per share of NCM, Inc. on March 31, 2018 of $5.19 per share. The Company recorded the following related party transactions with NCM: As of As of (In millions) March 31, 2018 December 31, 2017 Due from NCM for on-screen advertising revenue $ 2.4 $ 2.5 Due to NCM for Exhibitor Services Agreement 2.4 9.4 Promissory note payable to NCM 2.8 2.8 Three Months Ended (In millions) March 31, 2018 March 31, 2017 Net NCM screen advertising revenues $ 18.8 $ 11.6 NCM beverage advertising expense 1.9 1.9 The Company recorded the following changes in the carrying amount of its investment in NCM and equity in loss of NCM during the three months ended March 31, 2018: Accumulated Exhibitor Other Investment in Services Comprehensive Cash Equity in Advertising (In millions) NCM (1) Agreement (2) (Income)/Loss Received Loss (3) (Revenue) Ending balance at December 31, 2017 $ 161.1 $ (530.9) $ (2.5) ASC 606 revenue recognition change in amortization method — (52.9) — Surrender of common units for common unit adjustment (6.3) 5.2 — $ — $ 1.1 — Receipt of excess cash distributions (10.8) — — 10.8 — — Impairment loss - held for sale (4) (14.4) — — — 14.4 — Equity in loss (0.2) — — — 0.2 — Amortization of ESA — 3.6 — — — (3.6) For the period ended or balance as of March 31, 2018 $ 129.4 $ (575.0) $ (2.5) $ 10.8 $ 15.7 $ (3.6) (1) The following table represents AMC’s investment in NCM, Inc. common shares and NCM common membership units including units received under the Common Unit Adjustment Agreement dated as of February 13, 2007: Common Membership Units Common Shares Tranche 1 Tranche 2 (a) NCM, Inc. (5) Beginning balance at December 31, 2012 17,323,782 — — Additional units received in the quarter ended June 30, 2013 — 1,728,988 — Additional units received in the quarter ended June 30, 2014 — 141,731 — Additional units received in the quarter ended June 30, 2015 — 469,163 — Additional units received in the quarter ended December 31, 2015 — 4,399,324 — Units exchanged for NCM, Inc. shares in December 2015 — (200,000) 200,000 Additional units received in the quarter ended March 31, 2017 — 18,787,315 — Surrender of units for transferred theatres in March 2017 — (2,850,453) — Surrender of units for exclusivity waiver in March 2017 — (1,807,220) — Conversion of units to NCM, Inc. common shares in September 2017 — (14,600,000) 14,600,000 Sale of NCM, Inc. common shares in September 2017 — — (14,800,000) Conversion of units to NCM, Inc. common shares in October 2017 — (1,000,000) 1,000,000 Surrender of units in the quarter ended March 31, 2018 — (915,150) — Ending balance at March 31, 2018 17,323,782 4,153,698 1,000,000 (a) The additional units received (surrendered) in June 2013, June 2014, June 2015, December 2015, March 2017, and March 2018 were measured at fair value (Level 1) using NCM, Inc.’s stock price of $15.22, $15.08, $14.52, $15.75, $12.52, and $5.64, respectively. (2) Represents the unamortized portion of the ESA with NCM. Such amounts are being amortized to other theatre revenues over the remainder of the 30-year term of the ESA ending in 2037. See Note 1 – Basis of Presentation and Note 2 – Revenue Recognition for information on the effects of adopting ASC 606. (3) Excludes a lower of carrying value or fair value impairment loss of $1.6 million related to the Company’s common stock investment in NCM, Inc. See Note 8–Fair Value Measurements for further information regarding a lower of carrying value or fair value impairment losses. (4) The Company recorded an impairment loss on held-for-sale units and shares for NCM, Inc. of $1.6 million and NCM of $14.4 million for a total impairment of $16.0 million during the three months ended March 31, 2018. The charges reflect recording our units and shares at the publicly quoted per share price on March 31, 2018 of $5.19. See Note 8–Fair Value Measurements for further information regarding a lower of carrying value or fair value impairment loss. (5) The following table represents AMC’s investment in NCM, Inc. common shares. Cash NCM Inc. Investment in Received Equity in (In millions) NCM Inc. (Paid) Loss Ending balance December 31, 2017 $ 6.8 $ — $ — Held-for-sale impairment loss (1.6) — (1.6) Expenses from the sale of NCM Inc. common shares — (0.1) (0.1) Ending balance March 31, 2018 $ 5.2 $ (0.1) $ (1.7) During the three months ended March 31, 2018 and March 31, 2017, the Company recorded investment income, net of related amortization of $5.4 million and $5.5 million, respectively, related to the NCM tax receivable agreement. NCM Agreement On March 9, 2017, the Company reached an agreement with NCM to implement the requirements of the final judgment entered in connection with the DOJ approval of the Carmike transaction. Pursuant to the NCM agreement, the Company received 18,425,423 NCM common units in March 2017 related to annual attendance at the Carmike theatres and 361,892 NCM common units related to the 2016 common unit adjustment. Because the Carmike theatres were subject to a pre-existing agreement with a third party and will not receive advertising services from NCM, the Company will be obligated to make quarterly payments to NCM reflecting the estimated value of the advertising services at the Carmike theatres as if NCM had provided such services. The quarterly payments will continue until the earlier of (i) the date the theatres are transferred to the NCM network or (ii) expiration of the ESA with NCM. All calculations will be made pursuant to the terms of the existing ESA and Common Unit Adjustment Agreement with NCM. With regard to the existing AMC theatres on the NCM network that are required under the final judgment with the DOJ to be transferred to another advertising provider, the Company returned 2,850,453 (valued at $36.4 million) NCM common units to NCM in March 2017, calculated under the Common Unit Adjustment Agreement as if such theatres had been disposed of on March 3, 2017. The Company is not obligated to make quarterly payments with respect to the transferred theatres. In addition, the Company returned 1,807,220 additional NCM common units (valued at $22.6 million) in exchange for a waiver of exclusivity by NCM as to the required transferred theatres for the term of the final judgment, which was classified as general and administrative: Merger, acquisition and transaction costs when the common units were returned to NCM during the three months ended March 31, 2017. The Company recorded a loss of $1.2 million on the return of NCM common units as per the Common Unit Adjustment Agreement and exclusivity waiver for the difference between the average carrying value of the units and the fair value on the date of return. As a result of the agreement, the Company received 14,129,642 net additional NCM common units, valued at $176.9 million based on the market price of NCM, Inc. stock on March 16, 2017 of $12.52. Due to the structure of the transactions, the Company will no longer anticipate recognizing taxable gain upon receipt of new NCM common units. The Company also agreed to reimburse NCM up to $1.0 million for expenses related to the negotiation of this agreement. The final judgment with the DOJ also requires the Company to divest the majority of its equity interests in NCM, so that by June 20, 2019, AMC owns no more than 4.99% of NCM’s outstanding equity interests on a fully converted basis per the following schedule: (i) on or before December 20, 2017, AMC must own no more than 15% 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. The Company sold 14,800,000 NCM, Inc. shares during the three months ended September 30, 2017 and has satisfied the DOJ divestiture requirements related to NCM dispositions for calendar 2017. As of March 31, 2018, the Company has 9,492,820 common units of NCM and 1,000,000 common shares of NCM, Inc. classified as held-for-sale, which must be sold by December 20, 2018 to comply with the DOJ final judgment. The Company recorded in Equity in loss of non-consolidated entities a lower of carrying value or fair value impairment charge of $16.0 million to reduce the carrying value of its held-for-sale investment in NCM to Level 1 fair value during the three months ended March 31, 2018. The impairment charge reflects recording our units and shares at the lower of carrying value or publicly quoted per share price on March 31, 2018 of $5.19. Digital Cinema Media. The Company acquired its equity investment in DCM on November 30, 2016 in connection with the acquisition of Odeon. The Company receives advertising services from DCM for its Odeon theatres in International markets through a joint venture in which it has a 50% ownership interest. During the three months ended March 31, 2018 and March 31, 2017, the Company recorded revenue of $10.2 million and $5.4 million, respectively, and a recorded receivable as of March 31, 2018 of $1.3 million for cinema advertising. DCIP Transactions. The Company pays equipment rent monthly and records the equipment rental expense on a straight-line basis over 12 years. The Company recorded the following related party transactions with DCIP: As of As of (In millions) March 31, 2018 December 31, 2017 Due from DCIP for warranty expenditures $ 3.0 $ 2.8 Deferred rent liability for digital projectors 8.0 8.1 Three Months Ended (In millions) March 31, 2018 March 31, 2017 Digital equipment rental expense $ 1.4 $ 1.5 AC JV Transactions. The Company recorded the following related party transactions with AC JV: As of As of (In millions) March 31, 2018 December 31, 2017 Due from AC JV $ — $ — Due to AC JV for Fathom Events programming 1.4 0.5 Three Months Ended (In millions) March 31, 2018 March 31, 2017 Film exhibition costs: Gross exhibition cost on Fathom Events programming $ 2.7 $ 3.6 Screenvision Transactions. The Company recorded the following related party transactions with Screenvision: As of As of (In millions) March 31, 2018 December 31, 2017 Due from Screenvision for on-screen advertising revenue $ 1.7 $ 3.1 Three Months Ended (In millions) March 31, 2018 March 31, 2017 Screenvision screen advertising revenues $ 3.7 $ 3.3 Nordic JV’s. The Company recorded the following related party transactions with the Nordic theatre JV’s: As of As of (In millions) March 31, 2018 December 31, 2017 Due from Nordic JVs $ 5.6 $ 5.7 Due to Nordic JVs for management services 2.7 2.5 |