Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Feb. 29, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | FY | |
Entity Registrant Name | National CineMedia, LLC | |
Entity Central Index Key | 1,527,190 | |
Entity Filer Category | Non-accelerated Filer | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Public Float | $ 0 | |
Entity Common Stock, Shares Outstanding | 135,142,972 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2015 | Jan. 01, 2015 | |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 3 | $ 10.2 | |
Receivables, net of allowance of $5.6 and $4.3, respectively | 148.9 | 116.5 | |
Prepaid expenses | 2.7 | 3.3 | |
Prepaid administrative fees to managing member | [1] | 0.7 | 0.7 |
Current portion of notes receivable- founding members | [2] | 4.2 | 4.2 |
Total current assets | 159.5 | 134.9 | |
NON-CURRENT ASSETS: | |||
Property and equipment, net of accumulated depreciation of $64.1 and $72.9, respectively | 25.1 | 22.4 | |
Intangible assets, net of accumulated amortization of $91.9 and $69.3, respectively | 566.7 | 488.6 | |
Debt issuance costs, net of accumulated amortization of $20.4 and $17.8, respectively | 12.9 | 15.5 | |
Long-term notes receivable, net of current portion - founding members | [2] | 12.5 | 16.6 |
Other investments (including $1.2 and $1.3 with related parties, respectively) | 5.4 | 2.5 | |
Other assets | 0.5 | 0.6 | |
Total non-current assets | 623.1 | 546.2 | |
TOTAL ASSETS | 782.6 | 681.1 | |
CURRENT LIABILITIES: | |||
Amounts due to founding members | 35.5 | 34.9 | |
Amounts due to managing member | 22.9 | 23.6 | |
Accrued expenses | 18.9 | 19 | |
Accrued payroll and related expenses | 14.4 | 9 | |
Accounts payable | 11.2 | 11.5 | |
Deferred revenue | 10.2 | 8.5 | |
Total current liabilities | 113.1 | 106.5 | |
NON-CURRENT LIABILITIES: | |||
Long-term debt | 936 | 892 | |
Total non-current liabilities | 936 | 892 | |
Total liabilities | $ 1,049.1 | $ 998.5 | |
COMMITMENTS AND CONTINGENCIES (NOTE 11) | |||
MEMBERS’ DEFICIT (including accumulated other comprehensive loss of $0.0 and $1.6 million, respectively) | $ (266.5) | $ (317.4) | |
TOTAL LIABILITIES AND EQUITY/DEFICIT | $ 782.6 | $ 681.1 | |
[1] | The payments for estimated management services related to employment are made one month in advance. NCM LLC also provides administrative and support services to NCM, Inc. such as office facilities, equipment, supplies, payroll and accounting and financial reporting at no charge. Based on the limited activities of NCM, Inc. as a standalone entity, the Company does not believe such unreimbursed costs are significant. | ||
[2] | Refer to discussion of Fathom sale in Note 2—Divestiture. |
BALANCE SHEETS (PARENTHETICAL)
BALANCE SHEETS (PARENTHETICAL) - USD ($) $ in Millions | Dec. 31, 2015 | Jan. 01, 2015 | |
Statement Of Financial Position [Abstract] | |||
Allowance for doubtful accounts receivable | $ 5.6 | $ 4.3 | |
Accumulated depreciation, property and equipment | 64.1 | 72.9 | |
Accumulated amortization, intangible assets | 91.9 | 69.3 | |
Accumulated amortization, debt issuance costs | 20.4 | 17.8 | |
Investment in AC JV, LLC | [1] | 1.2 | 1.3 |
Accumulated other comprehensive loss | $ 0 | $ 1.6 | |
[1] | Refer to Note 7—Related Party Transactions. |
STATEMENTS OF INCOME
STATEMENTS OF INCOME - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Jan. 01, 2015 | Dec. 26, 2013 | ||
REVENUE: | ||||
Advertising (including revenue from founding members of $30.2, $38.7 and $41.6, respectively) | $ 446.5 | $ 394 | $ 426.3 | |
Fathom Events | 36.5 | |||
Total | 446.5 | 394 | 462.8 | |
OPERATING EXPENSES: | ||||
Advertising operating costs | 30.8 | 26.4 | 29 | |
Fathom Events operating costs | 25.5 | |||
Network costs | 17.8 | 18.3 | 18.7 | |
Theatre access fees—founding members | 72.5 | 70.6 | 69.4 | |
Selling and marketing costs | 72.3 | 57.6 | 61.5 | |
Merger termination fee and related merger costs | 41.8 | |||
Administrative and other costs | 21.4 | 19.3 | 20.1 | |
Administrative fee—managing member | [1] | 17.2 | 10.2 | 10 |
Depreciation and amortization | 32.2 | 32.4 | 26.6 | |
Total | 306 | 234.8 | 260.8 | |
OPERATING INCOME | 140.5 | 159.2 | 202 | |
NON-OPERATING EXPENSES: | ||||
Interest on borrowings | 52.2 | 52.6 | 51.6 | |
Interest income | (1.1) | (1.3) | (0.1) | |
Amortization of terminated derivatives | 1.6 | 10 | 10.3 | |
Impairment of investment | 0 | 0 | 0.8 | |
Gain on sale of Fathom Events to founding members | [2] | (25.4) | ||
Other non-operating expense | 0.2 | 0.8 | 1.2 | |
Total | 52.9 | 62.1 | 38.4 | |
INCOME BEFORE INCOME TAXES | 87.6 | 97.1 | 163.6 | |
Income tax expense | 0.1 | 0.8 | 0.7 | |
NET INCOME | $ 87.5 | $ 96.3 | $ 162.9 | |
[1] | Pursuant to the Management Services Agreement between NCM, Inc. and NCM LLC, NCM, Inc. provides certain specific management services to NCM LLC, including the services of the President and Chief Executive Officer, President of Sales and Marketing, Interim Co-Chief Financial Officers, Executive Vice President and Chief Operations Officer and Chief Technology Officer and Executive Vice President and General Counsel. In exchange for these services, NCM LLC reimburses NCM, Inc. for compensation paid to the officers (including share based compensation) and other expenses of the officers and for certain out-of-pocket costs. | |||
[2] | Refer to discussion of Fathom sale in Note 2—Divestiture. |
STATEMENTS OF INCOME (PARENTHET
STATEMENTS OF INCOME (PARENTHETICAL) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 01, 2015 | Dec. 26, 2013 | |
Income Statement [Abstract] | |||
Revenue from founding members | $ 30.2 | $ 38.7 | $ 41.6 |
STATEMENTS OF COMPREHENSIVE INC
STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 01, 2015 | Dec. 26, 2013 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
NET INCOME, NET OF TAX OF $0.1, $0.8 AND $0.7, RESPECTIVELY | $ 87.5 | $ 96.3 | $ 162.9 |
OTHER COMPREHENSIVE INCOME: | |||
Amortization of terminated derivatives | 1.6 | 10 | 10.3 |
COMPREHENSIVE INCOME | $ 89.1 | $ 106.3 | $ 173.2 |
STATEMENTS OF COMPREHENSIVE IN7
STATEMENTS OF COMPREHENSIVE INCOME (PARENTHETICAL) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 01, 2015 | Dec. 26, 2013 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Income tax expense | $ 0.1 | $ 0.8 | $ 0.7 |
STATEMENTS OF MEMBERS' EQUITY_
STATEMENTS OF MEMBERS' EQUITY/ (DEFICIT) - USD ($) $ in Millions | Total | Management [Member] | Founding Members [Member] |
Beginning balance at Dec. 27, 2012 | $ (524.2) | ||
Balance, units at Dec. 27, 2012 | 112,017,835 | ||
Capital contribution | $ 20.3 | ||
Capital contribution, units | 1,732,878 | ||
Distribution | $ (89.5) | $ (103.9) | |
Units issued for purchase of intangible asset | $ 221.6 | ||
Units issued for purchase of intangible asset, units | 13,224,092 | ||
Comprehensive income | $ 173.2 | ||
Share-based compensation expense/capitalized | 3.3 | ||
Ending balance at Dec. 26, 2013 | $ (299.2) | ||
Balance, units at Dec. 26, 2013 | 126,974,805 | ||
Capital contribution | $ 0.8 | ||
Capital contribution, units | 231,789 | ||
Distribution | $ (67) | (79.4) | |
Units issued for purchase of intangible asset | $ 16.4 | ||
Units issued for purchase of intangible asset, units | 1,087,911 | ||
Comprehensive income | $ 106.3 | ||
Share-based compensation expense/capitalized | 4.7 | ||
Ending balance at Jan. 01, 2015 | $ (317.4) | ||
Balance, units at Jan. 01, 2015 | 128,294,505 | ||
Capital contribution | $ 1.3 | ||
Capital contribution, units | 288,228 | ||
Distribution | $ (66.3) | $ (82.2) | |
Units issued for purchase of intangible asset | $ 100.7 | ||
Units issued for purchase of intangible asset, units | 6,560,239 | ||
Comprehensive income | $ 89.1 | ||
Share-based compensation expense/capitalized | 8.3 | ||
Ending balance at Dec. 31, 2015 | $ (266.5) | ||
Balance, units at Dec. 31, 2015 | 135,142,972 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 01, 2015 | Dec. 26, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | $ 87.5 | $ 96.3 | $ 162.9 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 32.2 | 32.4 | 26.6 |
Non-cash share-based compensation | 8 | 4.6 | 3.2 |
Impairment on investment | 0 | 0 | 0.8 |
Amortization of terminated derivatives | 1.6 | 10 | 10.3 |
Amortization of debt issuance costs | 2.6 | 2.8 | 2.8 |
Equity in earnings of non-consolidated entities | (0.1) | (0.2) | |
Write-off of debt issuance costs and other non-operating items | 1.2 | ||
Gain on sale of Fathom Events | (26) | ||
Other | 0.4 | ||
Cash distributions from non-consolidated entities | 0.2 | ||
Changes in operating assets and liabilities: | |||
Receivables, net | (35.5) | 2.7 | (22) |
Accounts payable and accrued expenses | 5 | (9.1) | 6.9 |
Amounts due to founding members and managing member | 3.2 | 0.8 | 3.5 |
Deferred revenue | 1.7 | 3.8 | (1) |
Other, net | 0.7 | (0.7) | (0.7) |
Net cash provided by operating activities | 107.5 | 143.4 | 168.5 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (12.6) | (8.7) | (10.1) |
Purchases of intangible assets from network affiliates | (2.7) | (3) | (8.9) |
Proceeds from note receivable - founding members | 4.2 | 4.2 | |
Net cash used in investing activities | (11.1) | (7.5) | (19) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from borrowings | 215 | 138 | 59 |
Repayments of borrowings | (171) | (136) | (48) |
Payment of debt issuance costs | (0.6) | (3.4) | |
Founding member integration payments | 2.6 | 2.1 | 2.1 |
Distributions to founding members and managing member | (151.5) | (143.3) | (176.6) |
Unit settlement for share-based compensation | 1.3 | 0.8 | 20.3 |
Net cash used in financing activities | (103.6) | (139) | (146.6) |
CHANGE IN CASH AND CASH EQUIVALENTS | (7.2) | (3.1) | 2.9 |
CASH AND CASH EQUIVALENTS: | |||
Beginning of period | 10.2 | 13.3 | 10.4 |
End of period | 3 | 10.2 | 13.3 |
Supplemental disclosure of non-cash financing and investing activity: | |||
Purchase of an intangible asset with NCM LLC equity | 100.7 | 16.4 | 221.6 |
Accrued distributions to founding members and managing member | 57.6 | 60.6 | 57.5 |
Operating segment sold under notes receivable | 25 | ||
Increase in cost and equity method investments | 3.1 | 1.2 | 0.3 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | $ 49.7 | $ 49.9 | 49.3 |
Cash paid for income taxes, net of refunds | $ 0.1 |
Basis Of Presentation And Summa
Basis Of Presentation And Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis Of Presentation And Summary Of Significant Accounting Policies | 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES National CineMedia, LLC (“NCM LLC”, “the Company” or “we”) commenced operations on April 1, 2005 and is owned by National CineMedia, Inc. (“NCM, Inc.”, “manager” or “managing member”), 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. and Cinemark USA, Inc., wholly owned subsidiaries of Cinemark Holdings, Inc. (“Cinemark”). NCM LLC operates the largest digital in-theatre network in North America, allowing NCM LLC to sell advertising (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 long-term network affiliate agreements referred to in this document as “network affiliates”, which have terms from three to twenty years. As of December 31, 2015, the Company had 135,142,972 common membership units outstanding, of which 59,239,154 (43.8%) were owned by NCM, Inc., 26,409,784 (19.5%) were owned by Regal, 25,631,046 (19.0%) were owned by Cinemark, and 23,862,988 (17.7%) 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. Recent Transactions On December 26, 2013, the Company sold its Fathom Events business to a newly formed limited liability company owned 32% by each of the founding members and 4% by NCM LLC, as described further in Note 2 – Divestiture On May 5, 2014, NCM, Inc. entered into the Merger Agreement to merge with Screenvision. On November 3, 2014, the Department of Justice filed a lawsuit seeking to enjoin the merger. On March 16, 2015, the Company announced the termination of the Merger Agreement and the lawsuit was dismissed. After the Merger Agreement was terminated, NCM LLC reimbursed NCM, Inc. for certain expenses pursuant to an indemnification agreement among NCM LLC, NCM, Inc. and the founding members. On March 17, 2015, NCM LLC paid Screenvision an approximate $26.8 million termination payment on behalf of NCM, Inc. This payment was $2 million lower than the reverse termination fee contemplated by the Merger Agreement. During the year ended December 31, 2015, NCM LLC also either paid directly or reimbursed NCM, Inc. for the legal and other merger-related costs of approximately $15.0 million ($7.5 million incurred by NCM, Inc. during the year ended January 1, 2015 and approximately $7.5 million incurred by NCM LLC during the year ended December 31, 2015). The Company and the founding members each bore a pro rata portion of the merger termination fee and the related merger expenses based on their aggregate ownership percentages in NCM LLC when the expenses were incurred. Basis of Presentation The Company has prepared its financial statements and related notes of NCM LLC in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). As a result of the various related-party agreements discussed in Note 7— Related Party Transactions Estimates —The preparation of the 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 and interest rate swaps. Actual results could differ from those estimates. Significant Accounting Policies Accounting Period — The Company has a 52-week or 53-week fiscal year ending on the first Thursday after December 25. Fiscal year 2015 contained 52 weeks. Fiscal years 2014 and 2013 contained 53 and 52 weeks, respectively. Throughout this document, the fiscal years are referred to as set forth below: Fiscal Year Ended Reference in this Document December 31, 2015 2015 January 1, 2015 2014 December 26, 2013 2013 Segment Reporting —Advertising is the principal business activity of the Company and is the Company’s only reportable segment under the requirements of ASC 280 – S egment Reporting . Fathom Events (prior to its sale) was an operating segment under ASC 280. The Company does not evaluate its segments on a fully allocated cost basis, nor does the Company track segment assets separately. As such, 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 14 – Segment Reporting. Revenue Recognition —The Company derives revenue principally from the advertising business, which includes on-screen and lobby network (LEN) advertising and lobby promotions and advertising on entertainment websites and mobile applications owned by the Company and 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 and to a lesser extent on a CPM 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 run additional advertising to deliver the contracted impressions at a later date. The deferred portion of the revenue associated with the undelivered impressions is referred to as a make-good provision. In rare cases, the Company will make a cash refund of the portion of the contract 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 Balance Sheets. The Company records deferred revenue when cash payments are received, or invoices are issued, in advance of revenue being earned. Deferred revenue is classified as a current liability as it is expected to be earned within the next twelve months. Fathom Events revenue was recognized in the period in which the event was held. The Company recorded $3.1 million, $1.2 million and $0.0 million during the years ended December 31, 2015, January 1, 2015 and December 26, 2013, respectively, as advertising revenue whereby the Company received as consideration equity securities in privately held companies. The Company recorded the revenue at the estimated fair value of the advertising exchanged based upon the fair value of the advertising sold for cash within contracts. Barter Transactions —The Company enters into barter transactions that exchange advertising program time for products and services used principally for selling and marketing activities. The Company records barter transactions at the estimated fair value of the advertising exchanged based on fair value received for similar advertising from cash paying customers. Revenues for advertising barter transactions are recognized when advertising is provided, and products and services received are charged to expense when used. Any timing differences between the delivery of the bartered revenue and the use of the bartered expense products and services are recorded through accounts receivable. Revenue from barter transactions for the years ended December 31, 2015, January 1, 2015 and December 26, 2013 was $2.0 million, $1.3 million and $1.9 million, respectively. Expense recorded from barter transactions for the years ended December 31, 2015, January 1, 2015 and December 26, 2013 was $2.5 million, $1.2 million and $2.9 million, respectively. Operating Costs —Advertising-related operating costs primarily include personnel and other costs related to advertising fulfillment, payments due to unaffiliated theatre circuits under the network affiliate agreements, and to a lesser extent, production costs of non-digital advertising. Fathom Events operating costs include revenue share under the ESAs to the founding members and revenue share to affiliate theatres under separate agreements, payments to event content producers and other direct costs of the meeting or event, including equipment rental, catering and movie tickets acquired primarily from the founding members. Payments to the founding members of a theatre access fee is comprised of a payment per theatre attendee, a payment per digital screen and a payment per digital cinema projector equipped in the theatres, all of which escalate over time. Refer to Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations ” Network costs include personnel, satellite bandwidth, repairs, and other costs of maintaining and operating the digital network and preparing advertising and other content for transmission across the digital network. These costs were not specifically allocated between the advertising business and the Fathom Events business (prior to the sale of Fathom Events). Cash and Cash Equivalents —All highly liquid debt instruments and investments purchased with an original maturity of three months or less are classified as cash equivalents and are considered available-for-sale securities. There are cash balances in a bank in excess of the federally insured limits or in the form of a money market demand account with a major financial institution. Restricted Cash —As of December 31, 2015 and January 1, 2015, other non-current assets included restricted cash of $0.3 million, which secures a letter of credit used as a lease deposit on the Company’s New York office. 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 with respect to national and regional advertising is reduced by transacting with founding members or large, national advertising agencies who have strong reputations in the advertising industry and clients with stable financial positions. The Company has smaller contracts with thousands of local clients that are not individually significant. As of December 31, 2015 and January 1, 2015, 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 years ended December 31, 2015, January 1, 2015 and December 26, 2013, there were no customers that accounted for more than 10% of revenue. Receivables consisted of the following (in millions): As of December 31, 2015 January 1, 2015 Trade accounts $ 153.6 $ 119.4 Other 0.9 1.4 Less: Allowance for doubtful accounts (5.6 ) (4.3 ) Total $ 148.9 $ 116.5 Long-lived Assets —Property and equipment is stated at cost, net of accumulated depreciation or amortization. Generally, the equipment associated with the digital network of the founding member theatres is owned by the founding members, while the equipment associated with network affiliate theatres is owned by the Company. Major renewals and improvements are capitalized, while replacements, maintenance, and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. The Company records depreciation and amortization using the straight-line method over the following estimated useful lives: Equipment 4-10 years Computer hardware and software 3-5 years Leasehold improvements Lesser of lease term or asset life Software and website development costs developed or obtained for internal use are accounted for in accordance with ASC 350— Internal Use Software bsite Development Costs depreciated over three to five years. As of December 31, 2015 and January 1, 2015, the Company had a net book value of $7.4 million and $9.5 million, respectively, of capitalized software and website development costs. Approximately $5.0 million, $6.5 $6.1 million was recorded for the years ended December 31, 2015, January 1, 2015 and December 26, 2013, respectively December 31, 2015, January 1, 2015 and December 26, 2013, The Company assesses impairment of long-lived assets pursuant with ASC Property, Plant and Equipment. Intangible assets — Intangible assets consist of contractual rights to provide its services within the theatres of the founding members and network affiliates and are stated at cost, net of accumulated amortization. The Company records amortization using the straight-line method over the contractual life of the intangibles, corresponding to the term of the ESAs or the term of the contract with the network affiliate. Intangib le assets are tested for impairment at least annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value may not be fully recoverable. In its impairment testing, the Company estimates the fair value of its ESAs or network affiliate agreements by determining the estimated future cash flows associated with the ESAs or network affiliate agreements. If the estimated fair value is less than the carrying value, the intangible asset is written down to its estimated fair value. Significant judgment is involved in estimating long-term cash flow forecasts. The Company has not recorded impairment charges related to intangible assets. Amounts Due to/from Founding Members —Amounts due to/from founding members include amounts due for the theatre access fee, offset by a receivable for advertising time purchased by the founding members on behalf of their beverage concessionaire, revenue share earned for Fathom Events plus any amounts outstanding under other contractually obligated payments. Payments to or received from the founding members against outstanding balances are made monthly. Available cash distributions are made quarterly. Amounts Due to Managing Member —Amounts due to the managing member include amounts due under the NCM LLC operating agreement and other contractually obligated payments. Payments to or received from the managing member against outstanding balances are made monthly. Income Taxes —NCM LLC is not a taxable entity for federal income tax purposes. Accordingly, NCM LLC does not directly pay federal income tax. NCM LLC’s taxable income or loss, which may vary substantially from the net income or loss reported in the Statements of Income, is includable in the federal income tax returns of each founding member and the managing member. NCM LLC is, however, a taxable entity under certain state jurisdictions. Further, in some state instances, NCM LLC may be required to remit composite withholding tax based on its results on behalf of its founding members and managing member. 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 year ended December 26, 2013 related to the closure of these audits. Debt Issuance Costs —In relation to the issuance of outstanding debt discussed in Note 8— Borrowings , there is a balance of $12.9 million and $15.5 million in deferred financing costs as of December 31, 2015 and January 1, 2015, respectively. The debt issuance costs are being amortized on a straight-line basis over the terms of the underlying obligation and are included in interest on borrowings, which approximates the effective interest method. The changes in debt issuance costs are as follows (in millions): Years Ended December 31, 2015 January 1, 2015 December 26, 2013 Beginning balance $ 15.5 $ 17.7 $ 18.3 Debt issuance payments — 0.6 3.4 Amortization of debt issuance costs (2.6 ) (2.8 ) (2.8 ) Write-off of debt issuance costs — — (1.2 ) Ending balance $ 12.9 $ 15.5 $ 17.7 Other Investments — Other investments consisted of the following (in millions): As of December 31, 2015 January 1, 2015 Investment in AC JV, LLC (1) $ 1.2 $ 1.3 Other investments (2) 4.2 1.2 Total $ 5.4 $ 2.5 (1) Refer to Note 7— . (2) The Company received equity securities in some privately held companies as consideration for advertising contracts. The equity securities were accounted for under the cost method and represent an ownership of less than 20%. The Company does not exert significant influence of these companies’ operating or financial activities. The Company reviews investments accounted for under the cost and equity methods for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be fully recoverable. In order to determine whether the carrying value of investments may have experienced an “other-than-temporary” decline in value necessitating the write-down of the recorded investment, the Company considers various factors including the investees financial condition and quality of assets, the length of time the investee has been operating, the severity and nature of losses sustained in current and prior years, qualifications in accountant’s reports due to liquidity or going concern issues, investee announcements of adverse changes, downgrading of investee debt, regulatory actions, loss of principal customer, negative operating cash flows or working capital deficiencies and the record of an impairment charge by the investee for goodwill, intangible or long-lived assets. If a determination is made that an other-than-temporary impairment exists, the Company writes down its investment to fair value. During the years ended December 31, 2015, January 1, 2015 and December 26, 2013, the Company recorded other-than-temporary impairment charges of $0.0 million, $0.0 million and $0.8 million, respectively. The impairment charge during 2013 brought the investment to a remaining fair value of $0.0 million. Share-Based Compensation —Through 2012, NCM, Inc. issued stock options, restricted stock and restricted stock units. Since 2013, NCM, Inc. has only issued restricted stock and restricted stock units. Restricted stock and restricted stock units vest upon the achievement of NCM, Inc. performance measures and service conditions or only service conditions. Compensation expense of restricted stock that vests upon the achievement of NCM, Inc. 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, NCM, Inc. adjusts the expense recognized to reflect the actual vested shares following the resolution of the performance conditions. Dividends are accrued when declared on unvested restricted stock that is expected to vest and are only paid with respect to shares that actually vest. Compensation cost of stock options was based on the estimated grant date fair value using the Black-Scholes option pricing model, which requires that NCM, Inc. make estimates of various factors. Under the fair value recognition provisions of ASC 718 Compensation – Stock Compensation Share-Based Compensation Fair Value Measurements —Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Derivative Instruments —The Company is exposed to various financial and market risks including changes in interest rates that exist as part of its ongoing operations. In 2012, NCM LLC utilized certain interest rate swaps to manage these risks. In accordance with ASC 815 – Derivatives and Hedging, the effective portion of changes in the fair value of a derivative that was designated as a cash flow hedge was recorded in Accumulated Other Comprehensive Income (“AOCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Any ineffectiveness associated with designated cash flow hedges, as well as, any change in the fair value of a derivative that is not designated as a hedge, was recorded immediately in the Statements of Income. For more information, refer to Note 13— Derivative Instruments and Hedging Activities . Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In January 2015, the FASB issued Accounting Standards Update 2015-01, Income Statement Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items In February 2015, the FASB issued Accounting Standards Update 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis In April 2015, the FASB issued Accounting Standards Update 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs In addition, in August 2015, Accounting Standards Update 2015-15, Interest — Imputation of Interest, was released which added SEC paragraphs pursuant to the SEC Staff Announcement at the June 18, 2015 Emerging Issues Task Force (EITF) meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, ASU 2015-15 states the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The impact of ASU 2015-03 and ASU 2015-15 on the Company’s financial statements includes a reclassification of net deferred financing costs related to the Company’s Term Loans, Senior Secured Notes and Senior Unsecured Notes to be presented in the Balance financing costs related to its Term Loans, Senior Secured Notes and Senior Unsecured Notes. In April 2015, the FASB issued Accounting Standards Update Intangibles-Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement” (“ASU 2015-05”) If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. adoption permitted. The Company does not expect the application of ASU 2015-05 to have a material impact in the audited financial statements or notes thereto. In January 2016, the FASB issued Accounting Standards Update 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued Accounting Standards Update 2016-02, “Leases (Topic 842)” 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 audited financial statements. |
Divestiture
Divestiture | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Divestiture | 2. DIVESTITURE On December 26, 2013, the Company 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, the Company received a total of $25.0 million in promissory notes from the founding members (one-third or approximately $8.3 million from each founding member). The notes receivable 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. Due to the related party nature of the transaction, the Company formed a committee of independent directors that hired a separate legal counsel and an investment banking firm who advised the committee and rendered an opinion as to the fairness of the transaction. The Company deconsolidated Fathom Events and recognized a gain on the sale of approximately $26.0 million during the year ended December 26, 2013. The gain was measured as the difference between (a) the net fair value of the retained noncontrolling investment and the consideration received for the sale and (b) the carrying value of Fathom Events net assets (approximately $0.1 million). The Company recorded approximately $0.6 million of expenses related to the sale, which were recorded as a reduction to the gain on the sale. Approximately $1.1 million of the gain recognized related to the re-measurement of the Company’s retained 4% interest in AC JV, LLC. The fair value of the Company’s retained noncontrolling investment was determined by applying the Company’s ownership percentage to the fair value of AC JV, LLC, which was valued using comparative market multiples. Under the terms of the agreement, the assets and liabilities related to Fathom events held prior to the sale were not assumed by the buyer and those pertaining to Fathom events held post-closing were transferred to the buyer. Future minimum principal payments under the notes receivable as of December 31, 2015 are approximately as follows (in millions): Year Minimum Principal Payments 2016 $ 4.2 2017 4.2 2018 4.2 2019 4.1 2020 — Total $ 16.7 On December 26, 2013, NCM LLC amended and restated its existing ESAs with each of the founding members to remove those provisions addressing the rights and obligations related to the digital programming services of the Fathom Events business. These rights and obligations were conveyed to AC JV, LLC in connection with the sale. In connection with the sale, the Company entered into a transition services agreement to provide certain corporate overhead services for a fee and reimbursement for the use of facilities and certain services including creative, technical event management and event management for the newly formed limited liability company. In addition, the Company entered into a services agreement with a term coinciding with the ESAs, which grants the newly formed limited liability company advertising on-screen and on the LEN and a pre-feature program prior to Fathom events reasonably consistent with what was previously dedicated to Fathom. In addition, the services agreement provides that the Company will assist with event sponsorship sales in return for a share of the sponsorship revenue. The Company has also agreed to provide creative and media production services for a fee. For more information, refer to Note 7— Related Party Transactions Due to the Company’s continuing equity method investment in the newly formed limited liability company, the operations of Fathom Events and the gain on the sale were recorded in continuing operations on the Statements of Income. Refer to Note 7— Related Party Transactions |
Property And Equipment
Property And Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Property And Equipment | 3 . PROPERTY AND EQUIPMENT The following is a summary of property and equipment, at cost less accumulated depreciation (in millions): As of December 31, 2015 January 1, 2015 Equipment, computer hardware and software $ 77.1 $ 89.4 Leasehold improvements 3.4 3.6 Less: Accumulated depreciation (64.1 ) (72.9 ) Subtotal 16.4 20.1 Construction in progress 8.7 2.3 Total property and equipment $ 25.1 $ 22.4 For the years ended December 31, 2015, January 1, 2015 and December 26, 2013, the Company recorded depreciation expense of $9.6 million, $11.1 million, and $10.4 million, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 4. INTANGIBLE ASSETS The Company’s intangible assets consist of contractual rights to provide its services within the theatres of the founding members and network affiliates. The Company records amortization using the straight-line method over the contractual life of the intangibles, corresponding to the term of the ESAs or the term of the contract with the network affiliate. The Company’s intangible assets Intangibles—Goodwill and Other In accordance with the Company’s Common Unit Adjustment Agreement with its founding members, on an annual basis the Company 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. In addition, the Company’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 of two percent or more in the total annual attendance of all founding members as of the last adjustment date. The following is a summary of the Company’s intangible assets (in millions): As of January 1, 2015 Additions (1) Amortization Integration Payments (3) As of December 31, 2015 Gross carrying amount $ 557.9 $ 103.4 $ — $ (2.7 ) $ 658.6 Accumulated amortization (69.3 ) — (22.6 ) — (91.9 ) Total intangible assets, net $ 488.6 $ 103.4 $ (22.6 ) $ (2.7 ) $ 566.7 As of December 26, 2013 Additions (2) Amortization Integration Payments (3) As of January 1, 2015 Gross carrying amount $ 540.7 $ 19.4 $ — $ (2.2 ) $ 557.9 Accumulated amortization (48.7 ) — (20.6 ) — (69.3 ) Total intangible assets, net $ 492.0 $ 19.4 $ (20.6 ) $ (2.2 ) $ 488.6 (1) During the first quarter of 2015, the Company issued 2,160,915 common membership units to its founding members for the rights to exclusive access to net new theatre screens and attendees added by the founding members to NCM LLC’s network during 2014. The Company recorded a net intangible asset of $31.4 million in the first quarter of 2015 as a result of the Common Unit Adjustment. In December 2015, we issued 4,399,324 common membership units to AMC for attendees added in connection with AMC’s acquisition of Starplex Cinemas and other newly built or acquired theatres. We recorded a net intangible asset of approximately $69.3 million for this Common Unit Adjustment. During 2015, the Company purchased intangible assets for $2.7 million associated with network affiliate agreements. (2) During the first quarter of 2014, the Company issued 1,087,911 common membership units to its founding members for the rights to exclusive access to net new theatre screens and attendees added by the founding members to NCM LLC’s network during 2013. The Company recorded a net intangible asset of $ 16.4 million in the first quarter of 2014 as a result of the Common Unit Adjustment. During 2014, the Company purchased intangible assets for $3.0 million associated with network affiliate agreements. (3) Rave Cinemas had pre-existing advertising agreements for some of the theatres it owned prior to its 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 integration payments over the remaining term of those agreements. During the year ended December 31, 2015 and January 1, 2015, the Company recorded a reduction to net intangible assets of $2.7 million and $2.2 million, respectively, related to integration payments due from AMC and Cinemark. During the year ended December 31, 2015 and January 1, 2015, the founding members paid $2.6 million and $2.1 million, respectively, in integration payments. As of December 31, 2015 and January 1, 2015, the Company’s intangible assets related to the founding members, net of accumulated amortization was $535.9 million and $458.3 million, respectively with weighted average remaining lives of 21.2 years and 22.2 years as of December 31, 2015 and January 1, 2015, respectively. As of December 31, 2015 and January 1, 2015, the Company’s intangible assets related to the network affiliates, net of accumulated amortization was $30.8 million and $30.3 million, respectively with weighted average remaining lives of 13.9 years and 14.9 years as of December 31, 2015 and January 1, 2015, respectively. For the years ended December 31, 2015, January 1, 2015 and December 26, 2013, the Company recorded amortization expense of $22.6 Year Amortization 2016 $ 24.6 2017 $ 24.6 2018 $ 25.0 2019 $ 26.8 2020 $ 26.7 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 5. ACCRUED EXPENSES The following is a summary of the Company’s accrued expenses (in millions): As of December 31, 2015 As of January 1, 2015 Make-good reserve $ 3.4 $ 2.0 Accrued interest 12.5 12.6 Deferred rent 2.1 2.4 Other accrued expenses 0.9 2.0 Total accrued expenses $ 18.9 $ 19.0 |
Members' Deficit
Members' Deficit | 12 Months Ended |
Dec. 31, 2015 | |
Partners Capital Notes [Abstract] | |
Members' Deficit | 6. MEMBERS’ DEFICIT NCM LLC’s founding members received all proceeds from NCM, Inc.’s IPO and related issuances of debt, except for amounts needed to pay out-of-pocket costs of the financings and other expenses. The ESAs with the founding members were amended and restated in conjunction with the IPO under which NCM LLC became the exclusive provider of advertising services to the founding members for a 30-year term. In conformity with accounting guidance of the SEC concerning monetary consideration paid to promoters, such as the founding members, in exchange for property conveyed by the promoters, the excess over predecessor cost was treated as a special distribution. Because the founding members had no cost basis in the ESAs, nearly all payments to the founding members with the proceeds of the IPO and related debt, have been accounted for as distributions. The distributions by NCM LLC to the founding members made at the date of the IPO resulted in a members’ deficit. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 7. RELATED PARTY TRANSACTIONS Founding Member Transactions — In connection with the IPO, the Company entered into several agreements to define and regulate the relationships among the Company, NCM Inc., and the founding members. They include the following: · ESAs. Under the ESAs, the Company is the exclusive provider within the United States of advertising services in the founding members’ theatres (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 DCN equipment required to deliver the on-screen advertising and other content included in the FirstLook 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 FirstLook pre-show is sold to the founding members to satisfy the founding members’ on-screen advertising commitments under their beverage concessionaire agreements. In consideration for access to the founding members’ theatres, theatre patrons, the network equipment required to display on-screen and LEN video advertising and the use of theatres for lobby promotions, the founding members receive a monthly theatre 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 theatres or sale of theatres that are operated by each founding member and included in the Company’s network. · Software License Agreement. At the date of NCM, Inc.’s IPO, the Company was granted a perpetual, royalty-free license from the 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. The Company has made improvements to this software since the IPO date and NCM LLC owns those improvements, except for improvements that were developed jointly by the Company and its founding members, if any. Following is a summary of the transactions between the Company and the founding members (in millions): Years Ended Included in the Statements of Income: December 31, 2015 January 1, 2015 December 26, 2013 Revenue: Beverage concessionaire revenue (included in advertising revenue) (1) $ 30.0 $ 38.4 $ 41.4 Advertising inventory revenue (included in advertising revenue) (2) 0.2 0.3 0.2 Operating expenses: Theatre access fee (3) 72.5 70.6 69.4 Revenue share from Fathom Events (included in Fathom Events operating costs) (4) — — 5.1 Purchase of movie tickets and concession products and rental of theatre space (included in Fathom Events operating costs) (5) — — 0.2 Purchase of movie tickets and concession products and rental of theatre space (included in selling and marketing costs) (6) 1.2 0.9 1.4 Purchase of movie tickets and concession products (included in advertising operating costs) (6) — — 0.2 Purchase of movie tickets and concession products and rental of theatre space (included in other administrative and other costs) 0.1 0.1 Administrative fee - managing member (7) 17.2 10.2 10.0 Non-operating expenses: Gain on sale of Fathom Events (8) — — 25.4 Interest income from notes receivable (included in interest income) (8) 1.0 1.2 — (1) For the six months ended December 31, 2015, 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 the Company to satisfy their obligations under their beverage concessionaire agreements at a 30 second equivalent CPM rate specified by the ESA. For the first six months of 2015 and for the years ended December 31, 2015 and January 1, 2015, the founding members purchased 60 seconds of on-screen advertising time. (2) The value of such purchases is calculated by reference to the Company’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) Prior to the sale of Fathom Events on December 26, 2013, these payments are at rates (percentage of event revenue) included in the ESAs based on the nature of the event. (5) Prior to the sale of Fathom Events on December 26, 2013, these were used primarily for marketing resale to Fathom Events customers. (6) Used primarily for marketing to the Company’s advertising clients. (7) Pursuant to the Management Services Agreement between NCM, Inc. and NCM LLC, NCM, Inc. provides certain specific management services to NCM LLC, including the services of the President and Chief Executive Officer, President of Sales and Marketing, Interim Co-Chief Financial Officers, Executive Vice President and Chief Operations Officer and Chief Technology Officer and Executive Vice President and General Counsel. In exchange for these services, NCM LLC reimburses NCM, Inc. for compensation paid to the officers (including share based compensation) and other expenses of the officers and for certain out-of-pocket costs. (8) Refer to discussion of Fathom sale in Note 2— . As of Included in the Balance Sheets: December 31, 2015 January 1, 2015 Current portion of note receivable- founding members (1) $ 4.2 $ 4.2 Long-term portion of note receivable - founding members (1) 12.5 16.6 Prepaid administrative fees to managing member (2) 0.7 0.7 Common unit adjustments and integration payments, net of amortization (included in intangible assets) 535.9 458.3 (1) Refer to discussion of Fathom sale in Note 2— Divestiture. (2) The payments for estimated management services related to employment are made one month in advance. NCM LLC also provides administrative and support services to NCM, Inc. such as office facilities, equipment, supplies, payroll and accounting and financial reporting at no charge. Based on the limited activities of NCM, Inc. as a standalone entity, the Company does not believe such unreimbursed costs are significant. At the date of NCM, Inc.’s IPO, NCM LLC was granted a perpetual, royalty-free license from the 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 NCM, Inc.’s IPO date and the Company owns those improvements, except for improvements that were developed jointly by NCM LLC and the founding members, if any. On March 16, 2015, NCM, Inc. announced the termination of the Merger Agreement with Screenvision. After the Merger Agreement was terminated, NCM LLC reimbursed NCM, Inc. for certain expenses pursuant to an indemnification agreement among NCM LLC, NCM, Inc. and the founding members. On March 17, 2015, NCM LLC paid Screenvision an approximate $26.8 million termination payment on behalf of NCM, Inc. This payment was $2 million lower than the reverse termination fee contemplated by the Merger Agreement. During the year ended December 31, 2015, we also either paid directly or reimbursed NCM, Inc. for the legal and other merger-related costs of approximately $15.0 million ($7.5 million incurred by NCM, Inc. during the year ended January 1, 2015 and approximately $7.5 million incurred by us during the year ended December 31, 2015). NCM, Inc. and the founding members each bore a pro rata portion of the termination fee and the related merger expenses based on their aggregate ownership percentages in NCM LLC when the expenses were incurred. Pursuant to the terms of the NCM LLC Operating Agreement in place since the completion of NCM, Inc.’s IPO, the Company 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 years ended December 31, 2015, January 1, 2015 and December 26, 2013 are as follows (in millions): Years Ended December 31, 2015 January 1, 2015 December 26, 2013 AMC $ 23.8 $ 21.9 $ 29.8 Cinemark 28.7 28.0 36.9 Regal 29.6 29.5 37.1 Total founding members 82.1 79.4 103.8 NCM, Inc. 66.4 67.0 89.6 Total $ 148.5 $ 146.4 $ 193.4 Due to the merger termination fee and related merger expenses, the mandatory distributions of available cash to our members for the three months ended April 2, 2015 was calculated as negative $25.5 million ($14.0 million for the founding members and $11.5 million for NCM, Inc.). Therefore, there was no payment made in the second quarter of 2015. Under the terms of the NCM LLC Operating Agreement, this negative amount will be netted against the available cash distributions for the second quarter of 2016, which will be paid in the third quarter of 2016. Until the settlement in the third quarter of 2016, the remaining merger-related costs will be funded through borrowings on the revolving credit facility. The mandatory distributions of available cash by the Company to its founding members for the quarter ended December 31, 2015 of $32.3 million, is included in amounts due to founding members in the Balance Sheets as of December 31, 2015 and will be made in the first quarter of 2016. The mandatory distributions of available cash by NCM LLC to its managing member for the quarter ended December 31, 2015 of $25.2 million is included in amounts due to managing member on the Balance Sheets as of December 31, 2015 and will be made in the first quarter of 2016. Amounts due to founding members as of December 31, 2015 were comprised of the following (in millions): AMC Cinemark Regal Total Theatre access fees, net of beverage revenues $ 1.8 $ 1.0 $ 1.5 $ 4.3 Cost and other reimbursement (0.9 ) (0.3 ) — (1.2 ) Distributions payable to founding members 10.2 10.9 11.3 32.4 Total $ 11.1 $ 11.6 $ 12.8 $ 35.5 Amounts due to founding members as of January 1, 2015 were comprised of the following (in millions): AMC Cinemark Regal Total Theatre access fees, net of beverage revenues $ 0.8 $ 0.8 $ 1.2 $ 2.8 Cost and other reimbursement (0.6 ) (0.2 ) — (0.8 ) Distributions payable to founding members 9.1 11.6 12.2 32.9 Total $ 9.3 $ 12.2 $ 13.4 $ 34.9 Amounts due to/from managing member were comprised of the following (in millions): As of December 31, 2015 As of January 1, 2015 Distributions payable $ 25.2 $ 27.7 Cost and other reimbursement (2.3 ) (4.1 ) Total $ 22.9 $ 23.6 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 NCM, Inc.’s common stock on a one-for-one basis, or at NCM, Inc.’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 NCM, Inc. common stock. Such redemptions took place immediately prior to the closing of an underwritten public offering and the closing of an overallotment option. NCM, Inc. did not receive any proceeds from the sale of its common stock by Regal. 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 were not sold and as of December 31, 2015 AMC owned 200,000 shares of NCM, Inc. common stock. AC JV, LLC Transactions — 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 $1.2 million and $1.3 million as of December 31, 2015 and January 1, 2015, respectively. During the year ended December 31, 2015, we received a cash distribution from AC JV, LLC of $0.2 million. Following is a summary of the transactions between NCM LLC and AC JV, LLC (in millions): Years Ended Included in the Statements of Income: December 31, 2015 January 1, 2015 December 26, 2013 Transition services (included in network costs) (1) $ 0.1 $ 0.2 $ — Equity in earnings of non-consolidated entities (included in other non-operating expense) 0.1 0.2 — (1) In connection with the sale of Fathom Events, NCM LLC entered into a transition services agreement to provide certain corporate overhead services for a fee and reimbursement for the use of facilities and certain services including creative, technical event management and event management for the newly formed limited liability company. These fees received by NCM LLC are included as an offset to network costs in the audited Statements of Income. Related Party Affiliates — The Company enters into network affiliate agreements with network affiliates for NCM LLC to provide in-theatre advertising 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. We have an agreement with LA Live, an affiliate of The Anschutz Corporation. The Anschutz Corporation is a wholly-owned subsidiary of the Anschutz Company, which is the controlling stockholder of Regal. During the years ended December 31, 2015, January 1, 2015 and December 26, 2013, there was approximately $0.2 million, $0.2 million and $0.2 million, respectively, 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 December 31, 2015 and January 1, 2015, respectively. Other Transactions — The Company had an agreement with an interactive media company to sell some of its online inventory. One of NCM, Inc.’s directors is also a director of this media company. During the years ended December 31, 2015, January 1, 2015 and December 26, 2013, this company generated approximately $0.0 million, $0.3 million, and $0.6 million, respectively, in revenue for NCM LLC and there was approximately $0.3 million and $0.3 million, respectively, of accounts receivable due from this company as of December 31, 2015 and January 1, 2015. NCM LLC has an agreement with AEG Live, an affiliate of The Anschutz Corporation, for AEG Live to showcase musical artists in the FirstLook |
Borrowings
Borrowings | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Borrowings | 8. BORROWINGS The following table summarizes the Company’s total outstanding debt as of December 31, 2015 and January 1, 2015 and the significant terms of its borrowing arrangements: Outstanding Balance as of Borrowings ($ in millions) December 31, 2015 January 1, 2015 Maturity Date Interest Rate Revolving Credit Facility $ 66.0 $ 22.0 November 26, 2019 (1) Term Loans 270.0 270.0 November 26, 2019 (1) Senior Unsecured Notes 200.0 200.0 July 15, 2021 7.875% Senior Secured Notes 400.0 400.0 April 15, 2022 6.000% Total $ 936.0 $ 892.0 (1) The interest rates on the revolving credit facility and term loan are described below. Senior Secured Credit Facili ty —As of December 31, 2015, the Company’s senior secured credit facility consisted of a $135.0 million revolving credit facility and a $270.0 million term loan. On June 18, 2014, the Company entered into an incremental amendment of its senior secured credit facility whereby the revolving credit facility was increased by $25.0 million. In addition, on July 2, 2014, the Company entered into an amendment of its senior secured credit facility whereby the maturity date was extended by two years to November 26, 2019, which corresponds to the maturity date of the $270 million term loans. The obligations under the senior secured credit facility are secured by a lien on substantially all of the assets of NCM LLC. Revolving Credit Facility —The revolving credit facility portion of the total borrowings is available, subject to certain conditions, for general corporate purposes of the Company 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. As of December 31, 2015, the Company’s total availability under the $135.0 million revolving credit facility was $69.0 million. The unused line fee is 0.50% per annum. Borrowings under the revolving credit facility bear interest at the Company’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). The applicable margins on the revolving credit facility are the LIBOR index plus 2.00% or the base rate plus 1.00%. The weighted-average interest rate on the outstanding balance on the revolving credit facility as of December 31, 2015 was 2.24%. On December 31, 2014, $14.0 million of the revolving credit facility matured and NCM LLC paid the balance in full, along with any accrued and unpaid fees and interest. The maturity date applicable to the remaining revolving credit facility principal is November 26, 2019. 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 December 31, 2015 was 2.99%. 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 the Company was in compliance at December 31, 2015, including maintaining a consolidated net senior secured leverage ratio of 6.5 times on a quarterly basis. NCM LLC is permitted to make quarterly dividend payments and other payments based on leverage ratios for NCM LLC and its subsidiaries so long as no default or event of default has occurred and continues to occur. The quarterly dividend payments and other distributions are made even if consolidated net senior secured leverage ratio is less than or equal to 6.5 times. In addition, there are no borrower distribution restrictions as long as the Company’s consolidated net senior secured leverage ratio is below 6.5 times and the Company is in compliance with its debt covenants. If there are limitations on the restricted payments, the Company may not declare or pay any dividends, or make any payments on account of NCM LLC, or set aside assets for the retirement or other acquisition of capital stock of the borrower or any subsidiaries, or make any other distribution for obligations of NCM LLC. When these restrictions are effective, the Company may still pay the services fee and reimbursable costs pursuant to terms of the management agreement. NCM LLC can also make payments pursuant to the tax receivable agreement in the amount, and at the time necessary to satisfy the contractual obligations with respect to the actual cash tax benefits payable to the founding members. As of December 31, 2015, the Company’s consolidated net senior secured leverage ratio was 3.3 times (versus the covenant of 6.5 times). Senior Unsecured Notes due 2021 —On July 5, 2011, the Company completed a private placement of $200.0 million in aggregate principal amount of 7.875% 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 the Company’s existing senior secured credit facility and the Senior Secured Notes defined below. The Senior Unsecured Notes contain certain non-maintenance covenants with which the Company was in compliance as of December 31, 2015. Senior Secured Notes due 2022 —On April 27, 2012, the Company completed a private placement of $400.0 million in aggregate principal amount of 6.00% 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 the senior secured credit facility, subject to certain exceptions, and share in the same collateral that secures the obligations under the senior secured credit facility. The Senior Secured Notes contain certain non-maintenance covenants with which the Company was in compliance as of December 31, 2015. Future Maturities of Borrowings —The scheduled annual maturities on the Senior Secured Credit Facility and Senior Secured and Senior Unsecured Notes as of December 31, 2015 are as follows (in millions): Year Amount 2016 $ — 2017 — 2018 — 2019 336.0 2020 — Thereafter 600.0 Total $ 936.0 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | 9. SHARE-BASED COMPENSATION The NCM, Inc. 2007 Equity Incentive Plan, as amended (the “Equity Incentive Plan”), reserves 12,974,589 shares of common stock available for issuance or delivery under the Equity Incentive Plan of which 3,636,589 shares remain available for future grants as of December 31, 2015 (assuming 100% achievement of targets on performance-based restricted stock). The management services agreement provides that the Company may participate in the Equity Incentive Plan. The types of awards that may be granted under the Equity Incentive Plan include stock options, stock appreciation rights, restricted stock, restricted stock units or other stock based awards. Stock options awarded under the Equity Incentive Plan are granted with an exercise price equal to the closing market price of NCM, Inc. common stock on the date NCM, Inc.’s board of directors approves the grant. Upon vesting of the restricted stock awards or exercise of options, NCM LLC will issue common membership units to NCM, Inc. equal to the number of shares of NCM, Inc.’s common stock represented by such awards. Options and restricted stock vest annually over a three or five-year period and options have either 10-year or 15-year contractual terms. A forfeiture rate of 5% was estimated to reflect the potential separation of employees. Certain option and share awards provide for accelerated vesting if there is a change in control, as defined in the Equity Incentive Plan. In addition, certain restricted stock awards include performance vesting conditions, which permit vesting to the extent that the Company achieves specified non-GAAP targets at the end of the measurement period. The length of the measurement period is two to three years. Restricted stock units granted to non-employee directors vest after approximately one year. Compensation Cost — The Company recognized $14.8 million, $7.7 million and $5.9 million for the years ended December 31, 2015, January 1, 2015 and December 26, 2013, respectively, of share-based compensation expense and $0.3 million, $0.1 million and $0.1 million was capitalized during the years ended December 31, 2015, January 1, 2015 and December 26, 2013, respectively. Share-based compensation costs are included in network operations, selling and marketing, administrative expense and administrative fee – managing member in the accompanying audited financial statements. These costs represent both non-cash charges and cash charges paid through the administrative fee with the managing member. The amount of share-based compensation costs that were non-cash were approximately $8.0 million, $4.6 million and $3.2 million for the years ended December 31, 2015, January 1, 2015 and December 26, 2013, respectively. As of December 31, 2015, unrecognized compensation cost related to unvested options was approximately $0.0 million as stock options were fully vested as of December 31, 2015. As of December 31, 2015, unrecognized compensation cost related to restricted stock and restricted stock units was approximately $19.6 million, which will be recognized over a weighted average remaining period of 1.8 years. Stock Options — A summary of option award activity under the Equity Incentive Plan as of December 31, 2015, and changes during the year then ended are presented below: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in millions) Outstanding as of January 1, 2015 3,004,841 $ 16.53 Granted — — Exercised (104,837 ) $ 12.25 Forfeited (192,252 ) $ 17.93 Expired — — Outstanding as of December 31, 2015 2,707,752 $ 16.60 4.8 $ 1.4 Exercisable as of December 31, 2015 2,707,752 $ 16.60 4.8 $ 1.4 Vested and expected to vest as of December 31, 2015 2,707,752 $ 16.60 4.8 $ 1.4 The Company did not grant stock options during the years ended December 31, 2015, January 1, 2015 or December 26, 2013. T Restricted Stock and Restricted Stock Units — Under the non-vested stock program, common stock of the Company may be granted at no cost to officers, independent directors and employees, subject to requisite service and/or meeting financial performance targets, and as such restrictions lapse, the award vests in that proportion. The participants are entitled to cash dividends and to vote their respective shares (in the case of restricted stock), although the sale and transfer of such shares is prohibited and the shares are subject to forfeiture during the restricted period. Additionally, the accrued cash dividends for 2013, 2014 and 2015 grants are subject to forfeiture during the restricted period should the underlying shares not vest. The weighted average grant date fair value of non-vested stock was $14.76, $19.18 and $15.17 for the years ended December 31, 2015, January 1, 2015 and December 26, 2013, respectively. The total fair value of awards vested was $11.6 million, $3.6 million and $7.5 million during the years ended December 31, 2015, January 1, 2015 and December 26, 2013, respectively. As of December 31, 2015, the total number of restricted stock and restricted stock units that are ultimately expected to vest, after consideration of expected forfeitures and estimated vesting of performance-based restricted stock is 2,337,754. A summary of restricted stock award and restricted stock unit activity under the Equity Incentive Plan as of December 31, 2015, and changes during the year then ended are presented below: Number of Restricted Shares and Restricted Stock Units Weighted Average Grant- Date Fair Value Non-vested balance as of January 1, 2015 2,155,996 $ 16.40 Granted 1,290,185 14.76 Vested (274,059 ) 17.98 Forfeited (608,485 ) 13.80 Non-vested balance as of December 31, 2015 2,563,637 $ 16.03 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 10. EMPLOYEE BENEFIT PLANS The Company sponsors the NCM 401(k) Profit Sharing Plan (the “Plan”) under Section 401(k) of the Internal Revenue Code of 1986, as amended, for the benefit of substantially all full-time employees. The Plan provides that participants may contribute up to 20% of their compensation, subject to Internal Revenue Service limitations. Employee contributions are invested in various investment funds based upon election made by the employee. The Company made discretionary contributions of $1.3 million, $1.0 million and $1.0 million during the years ended December 31, 2015, January 1, 2015 and December 26, 2013, respectively. |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | 11. 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, individually and in aggregate, on its financial position, results of operations or cash flows. Operating Commitments — The Company leases office facilities for its headquarters in Centennial, Colorado and also in various cities for its sales and marketing and software development personnel. Total lease expense for the years ended December 31, 2015, January 1, 2015 and December 26, 2013, was $2.3 million, $2.2 million and $2.3 million, respectively. Future minimum lease payments under noncancelable operating leases as of December 31, 2015 are as follows (in millions): Year Minimum Lease Payments 2016 $ 2.7 2017 2.1 2018 1.8 2019 1.8 2020 1.7 Thereafter 1.0 Total $ 11.1 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. As of December 31, 2015, the maximum potential amount of future payments the Company could be required to make pursuant to the minimum revenue guarantees is $38.3 million over the remaining terms of the network affiliate agreements, which calculation does not include any potential extensions offered subsequent to December 31, 2015. As of December 31, 2015 and January 1, 2015, the Company had no liabilities recorded for these obligations, as such guarantees are less than the expected share of revenue paid to the affiliate. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 12. FAIR VALUE MEASUREMENTS Non-Recurring Measurements — Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances. These assets include long-lived assets, intangible assets, cost and equity method investments, notes receivable and borrowings. Long-Lived Assets, Intangible Assets, Other Investments and Notes Receivable —As described in , the Company regularly reviews long-lived assets (primarily property, plant and equipment), intangible assets, investments accounted for under the cost or equity method and notes receivable for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. When the estimated fair value is determined to be lower than the carrying value of the asset, an impairment charge is recorded to write the asset down to its estimated fair value. As of December 31, 2015 and January 1, 2015, the Company had other investments of $5.4 million and $2.5 million, respectively. The fair value of these investments has not been estimated as of December 31, 2015 as there were no identified events or changes in the circumstances that had a significant adverse effect on the fair value of the investments and it is not practicable to do so because the equity securities are not in publicly traded companies. Refer to Note 1— Basis of Presentation and Summary of Significant Accounting Policies As of December 31, 2015, the Company had notes receivable totaling $16.7 million from its founding members related to the sale of Fathom Events, as described in Note 2—Divestiture Borrowings —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 (in millions): As of December 31, 2015 As of January 1, 2015 Carrying Value Fair Value (1) Carrying Value Fair Value (1) Term Loans $ 270.0 $ 269.3 $ 270.0 $ 257.9 Senior Unsecured Notes 200.0 208.4 200.0 210.8 Senior Secured Notes 400.0 414.5 400.0 400.8 (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. |
Derivative Instruments And Hedg
Derivative Instruments And Hedging Activities | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments And Hedging Activities | 13. DERIVATIVE INSTRUMENTS During 2012, the Company 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 the Company’s $270.0 million term loan is unhedged and as of December 31, 2015 and January 1, 2015, the Company did not have any outstanding derivative assets or liabilities. A portion of the breakage fees paid to terminate the swap agreements was for swaps in which the underlying debt remained outstanding. The balance in AOCI related to these swaps was fixed and was amortized into earnings over the remaining period during which interest payments were hedged, or February 13, 2015. The Company considered the guidance in ASC 815, Derivatives and Hedging Year Ended December 2015 January 1, 2015 December 26, 2013 Income Statement Location Balance at beginning of period $ (1.6 ) $ (11.6 ) $ (21.9 ) Amounts reclassified from AOCI: Amortization on discontinued cash flow hedges 1.6 10.0 10.3 Amortization Total amounts reclassified from AOCI 1.6 10.0 10.3 Net other comprehensive income 1.6 10.0 10.3 Balance at end of period $ — $ (1.6 ) $ (11.6 ) |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | 14. SEGMENT REPORTING Advertising revenue accounted for 100.0%, 100.0% and 92.1%, of revenue for the years ended December 31, 2015, January 1, 2015 and December 26, 2013, respectively. The following tables present revenue, less directly identifiable expenses to arrive at income before income taxes for the advertising reportable segment, the combined Fathom Events operating segments (disposed on December 26, 2013), and network, administrative and unallocated costs. Refer to Note 1— Basis of Presentation and Summary of Significant Accounting Policies Year Ended December 31, 2015 (in millions) Advertising Fathom Events (1) Network, Administrative and Total Revenue $ 446.5 $ — $ — $ 446.5 Operating costs 103.3 — 17.8 121.1 Selling and marketing costs 66.8 — 5.5 72.3 Administrative and other costs 3.5 — 35.1 38.6 Merger termination fee and related merger costs — — 41.8 41.8 Depreciation and amortization — — 32.2 32.2 Interest and other non-operating costs — — 52.9 52.9 Income (loss) before income taxes $ 272.9 $ — $ (185.3 ) $ 87.6 Year Ended January 1, 2015 (in millions) Advertising Fathom Events (1) Network, Administrative and Total Revenue $ 394.0 $ — $ — $ 394.0 Operating costs 97.0 — 18.3 115.3 Selling and marketing costs 54.8 — 2.8 57.6 Administrative and other costs 2.8 — 26.7 29.5 Depreciation and amortization — — 32.4 32.4 Interest and other non-operating costs — — 62.1 62.1 Income (loss) before income taxes $ 239.4 $ — $ (142.3 ) $ 97.1 Year Ended December 26, 2013 (in millions) Advertising Fathom Events (1) Network, Administrative and Costs Total Revenue $ 426.3 $ 36.5 $ — $ 462.8 Operating costs 98.4 25.5 18.7 142.6 Selling and marketing costs 56.1 3.6 1.8 61.5 Administrative and other costs 2.9 0.9 26.3 30.1 Depreciation and amortization — — 26.6 26.6 Interest and other non-operating costs — — 38.4 38.4 Income (loss) before income taxes $ 268.9 $ 6.5 $ (111.8 ) $ 163.6 The following is a summary of revenue by category (in millions): Years Ended December 31, 2015 January 1, 2015 December 26, 2013 National advertising revenue $ 309.5 $ 258.8 $ 295.0 Local and regional advertising revenue 107.0 96.8 89.9 Founding member advertising revenue from beverage concessionaire agreements 30.0 38.4 41.4 Fathom Consumer revenue (1) — — 34.4 Fathom Business revenue (1) — — 2.1 Total revenue $ 446.5 $ 394.0 $ 462.8 (1) Fathom Events was sold on December 26, 2013 as discussed in Note 7— Related Party Transactions. |
Valuation And Qualifying Accoun
Valuation And Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Valuation And Qualifying Accounts [Abstract] | |
Valuation And Qualifying Accounts | 15. VALUATION AND QUALIFYING ACCOUNTS The Company’s valuation allowance for doubtful accounts for the years ended December 31, 2015, January 1, 2015 and December 26, 2013 Years Ended December 31, 2015 January 1, 2015 December 26, 2013 ALLOWANCE FOR DOUBTFUL ACCOUNTS: Balance at beginning of period $ 4.3 $ 5.7 $ 4.5 Provision for bad debt 1.9 (0.1 ) 2.1 Write-offs, net (0.6 ) (1.3 ) (0.9 ) Balance at end of period $ 5.6 $ 4.3 $ 5.7 |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data | 16. QUARTERLY FINANCIAL DATA (UNAUDITED) The following represents selected information from the Company’s unaudited quarterly Statements of Income for the years ended December 31, 2015 and January 1, 2015 (in millions): 2015 First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 76.9 $ 121.5 $ 111.7 $ 136.4 Operating expenses 101.1 66.1 63.9 74.9 Operating (loss) income (24.2 ) 55.4 47.8 61.5 Net (loss) income (38.7 ) 42.4 34.8 49.0 2014 First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 70.2 $ 99.9 $ 100.8 $ 123.1 Operating expenses 57.4 57.9 58.1 61.4 Operating income 12.8 42.0 42.7 61.7 Net (loss) income (2.8 ) 26.4 27.0 45.7 |
Basis Of Presentation And Sum26
Basis Of Presentation And Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis Of Presentation | Basis of Presentation The Company has prepared its financial statements and related notes of NCM LLC in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). As a result of the various related-party agreements discussed in Note 7— Related Party Transactions |
Estimates | Estimates — The preparation of the 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 and interest rate swaps. Actual results could differ from those estimates. |
Accounting Period | Accounting Period — The Company has a 52-week or 53-week fiscal year ending on the first Thursday after December 25. Fiscal year 2015 contained 52 weeks. Fiscal years 2014 and 2013 contained 53 and 52 weeks, respectively. Throughout this document, the fiscal years are referred to as set forth below: Fiscal Year Ended Reference in this Document December 31, 2015 2015 January 1, 2015 2014 December 26, 2013 2013 |
Segment Reporting | Segment Reporting —Advertising is the principal business activity of the Company and is the Company’s only reportable segment under the requirements of ASC 280 – S egment Reporting . Fathom Events (prior to its sale) was an operating segment under ASC 280. The Company does not evaluate its segments on a fully allocated cost basis, nor does the Company track segment assets separately. As such, 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 14 – Segment Reporting. |
Revenue Recognition | Revenue Recognition —The Company derives revenue principally from the advertising business, which includes on-screen and lobby network (LEN) advertising and lobby promotions and advertising on entertainment websites and mobile applications owned by the Company and 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 and to a lesser extent on a CPM 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 run additional advertising to deliver the contracted impressions at a later date. The deferred portion of the revenue associated with the undelivered impressions is referred to as a make-good provision. In rare cases, the Company will make a cash refund of the portion of the contract 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 Balance Sheets. The Company records deferred revenue when cash payments are received, or invoices are issued, in advance of revenue being earned. Deferred revenue is classified as a current liability as it is expected to be earned within the next twelve months. Fathom Events revenue was recognized in the period in which the event was held. The Company recorded $3.1 million, $1.2 million and $0.0 million during the years ended December 31, 2015, January 1, 2015 and December 26, 2013, respectively, as advertising revenue whereby the Company received as consideration equity securities in privately held companies. The Company recorded the revenue at the estimated fair value of the advertising exchanged based upon the fair value of the advertising sold for cash within contracts. |
Barter Transactions | Barter Transactions —The Company enters into barter transactions that exchange advertising program time for products and services used principally for selling and marketing activities. The Company records barter transactions at the estimated fair value of the advertising exchanged based on fair value received for similar advertising from cash paying customers. Revenues for advertising barter transactions are recognized when advertising is provided, and products and services received are charged to expense when used. Any timing differences between the delivery of the bartered revenue and the use of the bartered expense products and services are recorded through accounts receivable. Revenue from barter transactions for the years ended December 31, 2015, January 1, 2015 and December 26, 2013 was $2.0 million, $1.3 million and $1.9 million, respectively. Expense recorded from barter transactions for the years ended December 31, 2015, January 1, 2015 and December 26, 2013 was $2.5 million, $1.2 million and $2.9 million, respectively. |
Operating Costs | Operating Costs —Advertising-related operating costs primarily include personnel and other costs related to advertising fulfillment, payments due to unaffiliated theatre circuits under the network affiliate agreements, and to a lesser extent, production costs of non-digital advertising. Fathom Events operating costs include revenue share under the ESAs to the founding members and revenue share to affiliate theatres under separate agreements, payments to event content producers and other direct costs of the meeting or event, including equipment rental, catering and movie tickets acquired primarily from the founding members. Payments to the founding members of a theatre access fee is comprised of a payment per theatre attendee, a payment per digital screen and a payment per digital cinema projector equipped in the theatres, all of which escalate over time. Refer to Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations ” Network costs include personnel, satellite bandwidth, repairs, and other costs of maintaining and operating the digital network and preparing advertising and other content for transmission across the digital network. These costs were not specifically allocated between the advertising business and the Fathom Events business (prior to the sale of Fathom Events). |
Cash And Cash Equivalents | Cash and Cash Equivalents —All highly liquid debt instruments and investments purchased with an original maturity of three months or less are classified as cash equivalents and are considered available-for-sale securities. There are cash balances in a bank in excess of the federally insured limits or in the form of a money market demand account with a major financial institution. |
Restricted Cash | Restricted Cash —As of December 31, 2015 and January 1, 2015, other non-current assets included restricted cash of $ 0.3 million, which secures a letter of credit used as a lease deposit on the Company’s New York office. |
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 with respect to national and regional advertising is reduced by transacting with founding members or large, national advertising agencies who have strong reputations in the advertising industry and clients with stable financial positions. The Company has smaller contracts with thousands of local clients that are not individually significant. As of December 31, 2015 and January 1, 2015, 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 years ended December 31, 2015, January 1, 2015 and December 26, 2013, there were no customers that accounted for more than 10% of revenue. Receivables consisted of the following (in millions): As of December 31, 2015 January 1, 2015 Trade accounts $ 153.6 $ 119.4 Other 0.9 1.4 Less: Allowance for doubtful accounts (5.6 ) (4.3 ) Total $ 148.9 $ 116.5 |
Long-Lived Assets | Long-lived Assets —Property and equipment is stated at cost, net of accumulated depreciation or amortization. Generally, the equipment associated with the digital network of the founding member theatres is owned by the founding members, while the equipment associated with network affiliate theatres is owned by the Company. Major renewals and improvements are capitalized, while replacements, maintenance, and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. The Company records depreciation and amortization using the straight-line method over the following estimated useful lives: Equipment 4-10 years Computer hardware and software 3-5 years Leasehold improvements Lesser of lease term or asset life Software and website development costs developed or obtained for internal use are accounted for in accordance with ASC 350— Internal Use Software bsite Development Costs depreciated over three to five years. As of December 31, 2015 and January 1, 2015, the Company had a net book value of $7.4 million and $9.5 million, respectively, of capitalized software and website development costs. Approximately $5.0 million, $6.5 $6.1 million was recorded for the years ended December 31, 2015, January 1, 2015 and December 26, 2013, respectively December 31, 2015, January 1, 2015 and December 26, 2013, The Company assesses impairment of long-lived assets pursuant with ASC Property, Plant and Equipment. |
Intangible Assets | Intangible assets — Intangible assets consist of contractual rights to provide its services within the theatres of the founding members and network affiliates and are stated at cost, net of accumulated amortization. The Company records amortization using the straight-line method over the contractual life of the intangibles, corresponding to the term of the ESAs or the term of the contract with the network affiliate. Intangib le assets are tested for impairment at least annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value may not be fully recoverable. In its impairment testing, the Company estimates the fair value of its ESAs or network affiliate agreements by determining the estimated future cash flows associated with the ESAs or network affiliate agreements. If the estimated fair value is less than the carrying value, the intangible asset is written down to its estimated fair value. Significant judgment is involved in estimating long-term cash flow forecasts. The Company has not recorded impairment charges related to intangible assets. |
Amounts Due To/From Founding Members | Amounts Due to/from Founding Members —Amounts due to/from founding members include amounts due for the theatre access fee, offset by a receivable for advertising time purchased by the founding members on behalf of their beverage concessionaire, revenue share earned for Fathom Events plus any amounts outstanding under other contractually obligated payments. Payments to or received from the founding members against outstanding balances are made monthly. Available cash distributions are made quarterly. |
Amounts Due To Managing Member | Amounts Due to Managing Member —Amounts due to the managing member include amounts due under the NCM LLC operating agreement and other contractually obligated payments. Payments to or received from the managing member against outstanding balances are made monthly. |
Income Taxes | Income Taxes —NCM LLC is not a taxable entity for federal income tax purposes. Accordingly, NCM LLC does not directly pay federal income tax. NCM LLC’s taxable income or loss, which may vary substantially from the net income or loss reported in the Statements of Income, is includable in the federal income tax returns of each founding member and the managing member. NCM LLC is, however, a taxable entity under certain state jurisdictions. Further, in some state instances, NCM LLC may be required to remit composite withholding tax based on its results on behalf of its founding members and managing member. 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 year ended December 26, 2013 related to the closure of these audits. |
Debt Issuance Costs | Debt Issuance Costs —In relation to the issuance of outstanding debt discussed in Note 8— Borrowings , there is a balance of $12.9 million and $15.5 million in deferred financing costs as of December 31, 2015 and January 1, 2015, respectively. The debt issuance costs are being amortized on a straight-line basis over the terms of the underlying obligation and are included in interest on borrowings, which approximates the effective interest method. The changes in debt issuance costs are as follows (in millions): Years Ended December 31, 2015 January 1, 2015 December 26, 2013 Beginning balance $ 15.5 $ 17.7 $ 18.3 Debt issuance payments — 0.6 3.4 Amortization of debt issuance costs (2.6 ) (2.8 ) (2.8 ) Write-off of debt issuance costs — — (1.2 ) Ending balance $ 12.9 $ 15.5 $ 17.7 |
Other Investment | Other Investments — Other investments consisted of the following (in millions): As of December 31, 2015 January 1, 2015 Investment in AC JV, LLC (1) $ 1.2 $ 1.3 Other investments (2) 4.2 1.2 Total $ 5.4 $ 2.5 (1) Refer to Note 7— . (2) The Company received equity securities in some privately held companies as consideration for advertising contracts. The equity securities were accounted for under the cost method and represent an ownership of less than 20%. The Company does not exert significant influence of these companies’ operating or financial activities. The Company reviews investments accounted for under the cost and equity methods for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be fully recoverable. In order to determine whether the carrying value of investments may have experienced an “other-than-temporary” decline in value necessitating the write-down of the recorded investment, the Company considers various factors including the investees financial condition and quality of assets, the length of time the investee has been operating, the severity and nature of losses sustained in current and prior years, qualifications in accountant’s reports due to liquidity or going concern issues, investee announcements of adverse changes, downgrading of investee debt, regulatory actions, loss of principal customer, negative operating cash flows or working capital deficiencies and the record of an impairment charge by the investee for goodwill, intangible or long-lived assets. If a determination is made that an other-than-temporary impairment exists, the Company writes down its investment to fair value. During the years ended December 31, 2015, January 1, 2015 and December 26, 2013, the Company recorded other-than-temporary impairment charges of $0.0 million, $0.0 million and $0.8 million, respectively. The impairment charge during 2013 brought the investment to a remaining fair value of $0.0 million. |
Share-Based Compensation | Share-Based Compensation — Through 2012, NCM, Inc. issued stock options, restricted stock and restricted stock units. Since 2013, NCM, Inc. has only issued restricted stock and restricted stock units. Restricted stock and restricted stock units vest upon the achievement of NCM, Inc. performance measures and service conditions or only service conditions. Compensation expense of restricted stock that vests upon the achievement of NCM, Inc. 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, NCM, Inc. adjusts the expense recognized to reflect the actual vested shares following the resolution of the performance conditions. Dividends are accrued when declared on unvested restricted stock that is expected to vest and are only paid with respect to shares that actually vest. Compensation cost of stock options was based on the estimated grant date fair value using the Black-Scholes option pricing model, which requires that NCM, Inc. make estimates of various factors. Under the fair value recognition provisions of ASC 718 Compensation – Stock Compensation Share-Based Compensation |
Fair Value Measurements | Fair Value Measurements —Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. |
Derivative Instruments | Derivative Instruments — The Company is exposed to various financial and market risks including changes in interest rates that exist as part of its ongoing operations. In 2012, NCM LLC utilized certain interest rate swaps to manage these risks. In accordance with ASC 815 – Derivatives and Hedging, the effective portion of changes in the fair value of a derivative that was designated as a cash flow hedge was recorded in Accumulated Other Comprehensive Income (“AOCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Any ineffectiveness associated with designated cash flow hedges, as well as, any change in the fair value of a derivative that is not designated as a hedge, was recorded immediately in the Statements of Income. For more information, refer to Note 13— Derivative Instruments and Hedging Activities . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In January 2015, the FASB issued Accounting Standards Update 2015-01, Income Statement Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items In February 2015, the FASB issued Accounting Standards Update 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis In April 2015, the FASB issued Accounting Standards Update 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs In addition, in August 2015, Accounting Standards Update 2015-15, Interest — Imputation of Interest, was released which added SEC paragraphs pursuant to the SEC Staff Announcement at the June 18, 2015 Emerging Issues Task Force (EITF) meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, ASU 2015-15 states the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The impact of ASU 2015-03 and ASU 2015-15 on the Company’s financial statements includes a reclassification of net deferred financing costs related to the Company’s Term Loans, Senior Secured Notes and Senior Unsecured Notes to be presented in the Balance financing costs related to its Term Loans, Senior Secured Notes and Senior Unsecured Notes. In April 2015, the FASB issued Accounting Standards Update Intangibles-Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement” (“ASU 2015-05”) If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. adoption permitted. The Company does not expect the application of ASU 2015-05 to have a material impact in the audited financial statements or notes thereto. In January 2016, the FASB issued Accounting Standards Update 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued Accounting Standards Update 2016-02, “Leases (Topic 842)” 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 audited financial statements. |
Derivative Instruments And He27
Derivative Instruments And Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Schedule Of Changes In AOCI By Component | ERROR: Could not retrieve Word content for note block |
Basis Of Presentation And Sum28
Basis Of Presentation And Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Fiscal Year Ends | Fiscal Year Ended Reference in this Document December 31, 2015 2015 January 1, 2015 2014 December 26, 2013 2013 |
Schedule Of Receivables | As of December 31, 2015 January 1, 2015 Trade accounts $ 153.6 $ 119.4 Other 0.9 1.4 Less: Allowance for doubtful accounts (5.6 ) (4.3 ) Total $ 148.9 $ 116.5 |
Schedule Of Useful Lives | Equipment 4-10 years Computer hardware and software 3-5 years Leasehold improvements Lesser of lease term or asset life |
Changes In Debt Issuance Costs | Years Ended December 31, 2015 January 1, 2015 December 26, 2013 Beginning balance $ 15.5 $ 17.7 $ 18.3 Debt issuance payments — 0.6 3.4 Amortization of debt issuance costs (2.6 ) (2.8 ) (2.8 ) Write-off of debt issuance costs — — (1.2 ) Ending balance $ 12.9 $ 15.5 $ 17.7 |
Schedule Of Other Investments | As of December 31, 2015 January 1, 2015 Investment in AC JV, LLC (1) $ 1.2 $ 1.3 Other investments (2) 4.2 1.2 Total $ 5.4 $ 2.5 (1) Refer to Note 7— . (2) The Company received equity securities in some privately held companies as consideration for advertising contracts. The equity securities were accounted for under the cost method and represent an ownership of less than 20%. The Company does not exert significant influence of these companies’ operating or financial activities. |
Divestiture (Tables)
Divestiture (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party [Member] | |
Schedule Of Future Minimum Payments For Notes Receivable | Future minimum principal payments under the notes receivable as of December 31, 2015 are approximately as follows (in millions): Year Minimum Principal Payments 2016 $ 4.2 2017 4.2 2018 4.2 2019 4.1 2020 — Total $ 16.7 |
Property And Equipment (Tables)
Property And Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Summary Of Property And Equipment | The following is a summary of property and equipment, at cost less accumulated depreciation (in millions): As of December 31, 2015 January 1, 2015 Equipment, computer hardware and software $ 77.1 $ 89.4 Leasehold improvements 3.4 3.6 Less: Accumulated depreciation (64.1 ) (72.9 ) Subtotal 16.4 20.1 Construction in progress 8.7 2.3 Total property and equipment $ 25.1 $ 22.4 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary Of Intangible Assets | As of January 1, 2015 Additions (1) Amortization Integration Payments (3) As of December 31, 2015 Gross carrying amount $ 557.9 $ 103.4 $ — $ (2.7 ) $ 658.6 Accumulated amortization (69.3 ) — (22.6 ) — (91.9 ) Total intangible assets, net $ 488.6 $ 103.4 $ (22.6 ) $ (2.7 ) $ 566.7 As of December 26, 2013 Additions (2) Amortization Integration Payments (3) As of January 1, 2015 Gross carrying amount $ 540.7 $ 19.4 $ — $ (2.2 ) $ 557.9 Accumulated amortization (48.7 ) — (20.6 ) — (69.3 ) Total intangible assets, net $ 492.0 $ 19.4 $ (20.6 ) $ (2.2 ) $ 488.6 (1) During the first quarter of 2015, the Company issued 2,160,915 common membership units to its founding members for the rights to exclusive access to net new theatre screens and attendees added by the founding members to NCM LLC’s network during 2014. The Company recorded a net intangible asset of $31.4 million in the first quarter of 2015 as a result of the Common Unit Adjustment. In December 2015, we issued 4,399,324 common membership units to AMC for attendees added in connection with AMC’s acquisition of Starplex Cinemas and other newly built or acquired theatres. We recorded a net intangible asset of approximately $69.3 million for this Common Unit Adjustment. During 2015, the Company purchased intangible assets for $2.7 million associated with network affiliate agreements. (2) During the first quarter of 2014, the Company issued 1,087,911 common membership units to its founding members for the rights to exclusive access to net new theatre screens and attendees added by the founding members to NCM LLC’s network during 2013. The Company recorded a net intangible asset of $ 16.4 million in the first quarter of 2014 as a result of the Common Unit Adjustment. During 2014, the Company purchased intangible assets for $3.0 million associated with network affiliate agreements. (3) Rave Cinemas had pre-existing advertising agreements for some of the theatres it owned prior to its 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 integration payments over the remaining term of those agreements. During the year ended December 31, 2015 and January 1, 2015, the Company recorded a reduction to net intangible assets of $2.7 million and $2.2 million, respectively, related to integration payments due from AMC and Cinemark. During the year ended December 31, 2015 and January 1, 2015, the founding members paid $2.6 million and $2.1 million, respectively, in integration payments. |
Summary Of Estimated Aggregate Amortization Expense | Year Amortization 2016 $ 24.6 2017 $ 24.6 2018 $ 25.0 2019 $ 26.8 2020 $ 26.7 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables And Accruals [Abstract] | |
Schedule Of Accrued Expenses | The following is a summary of the Company’s accrued expenses (in millions): As of December 31, 2015 As of January 1, 2015 Make-good reserve $ 3.4 $ 2.0 Accrued interest 12.5 12.6 Deferred rent 2.1 2.4 Other accrued expenses 0.9 2.0 Total accrued expenses $ 18.9 $ 19.0 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |
Schedule Of Related Party Transactions | Years Ended Included in the Statements of Income: December 31, 2015 January 1, 2015 December 26, 2013 Revenue: Beverage concessionaire revenue (included in advertising revenue) (1) $ 30.0 $ 38.4 $ 41.4 Advertising inventory revenue (included in advertising revenue) (2) 0.2 0.3 0.2 Operating expenses: Theatre access fee (3) 72.5 70.6 69.4 Revenue share from Fathom Events (included in Fathom Events operating costs) (4) — — 5.1 Purchase of movie tickets and concession products and rental of theatre space (included in Fathom Events operating costs) (5) — — 0.2 Purchase of movie tickets and concession products and rental of theatre space (included in selling and marketing costs) (6) 1.2 0.9 1.4 Purchase of movie tickets and concession products (included in advertising operating costs) (6) — — 0.2 Purchase of movie tickets and concession products and rental of theatre space (included in other administrative and other costs) 0.1 0.1 Administrative fee - managing member (7) 17.2 10.2 10.0 Non-operating expenses: Gain on sale of Fathom Events (8) — — 25.4 Interest income from notes receivable (included in interest income) (8) 1.0 1.2 — (1) For the six months ended December 31, 2015, 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 the Company to satisfy their obligations under their beverage concessionaire agreements at a 30 second equivalent CPM rate specified by the ESA. For the first six months of 2015 and for the years ended December 31, 2015 and January 1, 2015, the founding members purchased 60 seconds of on-screen advertising time. (2) The value of such purchases is calculated by reference to the Company’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) Prior to the sale of Fathom Events on December 26, 2013, these payments are at rates (percentage of event revenue) included in the ESAs based on the nature of the event. (5) Prior to the sale of Fathom Events on December 26, 2013, these were used primarily for marketing resale to Fathom Events customers. (6) Used primarily for marketing to the Company’s advertising clients. (7) Pursuant to the Management Services Agreement between NCM, Inc. and NCM LLC, NCM, Inc. provides certain specific management services to NCM LLC, including the services of the President and Chief Executive Officer, President of Sales and Marketing, Interim Co-Chief Financial Officers, Executive Vice President and Chief Operations Officer and Chief Technology Officer and Executive Vice President and General Counsel. In exchange for these services, NCM LLC reimburses NCM, Inc. for compensation paid to the officers (including share based compensation) and other expenses of the officers and for certain out-of-pocket costs. (8) Refer to discussion of Fathom sale in Note 2— . As of Included in the Balance Sheets: December 31, 2015 January 1, 2015 Current portion of note receivable- founding members (1) $ 4.2 $ 4.2 Long-term portion of note receivable - founding members (1) 12.5 16.6 Prepaid administrative fees to managing member (2) 0.7 0.7 Common unit adjustments and integration payments, net of amortization (included in intangible assets) 535.9 458.3 (1) Refer to discussion of Fathom sale in Note 2— Divestiture. (2) The payments for estimated management services related to employment are made one month in advance. NCM LLC also provides administrative and support services to NCM, Inc. such as office facilities, equipment, supplies, payroll and accounting and financial reporting at no charge. Based on the limited activities of NCM, Inc. as a standalone entity, the Company does not believe such unreimbursed costs are significant. |
Schedule Of Mandatory Distributions To Members | Years Ended December 31, 2015 January 1, 2015 December 26, 2013 AMC $ 23.8 $ 21.9 $ 29.8 Cinemark 28.7 28.0 36.9 Regal 29.6 29.5 37.1 Total founding members 82.1 79.4 103.8 NCM, Inc. 66.4 67.0 89.6 Total $ 148.5 $ 146.4 $ 193.4 |
Schedule Of Amounts Due To Founding Members | AMC Cinemark Regal Total Theatre access fees, net of beverage revenues $ 1.8 $ 1.0 $ 1.5 $ 4.3 Cost and other reimbursement (0.9 ) (0.3 ) — (1.2 ) Distributions payable to founding members 10.2 10.9 11.3 32.4 Total $ 11.1 $ 11.6 $ 12.8 $ 35.5 Amounts due to founding members as of January 1, 2015 were comprised of the following (in millions): AMC Cinemark Regal Total Theatre access fees, net of beverage revenues $ 0.8 $ 0.8 $ 1.2 $ 2.8 Cost and other reimbursement (0.6 ) (0.2 ) — (0.8 ) Distributions payable to founding members 9.1 11.6 12.2 32.9 Total $ 9.3 $ 12.2 $ 13.4 $ 34.9 |
Schedule Of Amounts Due To/From Managing Member | As of December 31, 2015 As of January 1, 2015 Distributions payable $ 25.2 $ 27.7 Cost and other reimbursement (2.3 ) (4.1 ) Total $ 22.9 $ 23.6 |
NCM Inc. [Member] | AC JV, LLC [Member] | |
Related Party Transaction [Line Items] | |
Schedule Of Related Party Transactions | Years Ended Included in the Statements of Income: December 31, 2015 January 1, 2015 December 26, 2013 Transition services (included in network costs) (1) $ 0.1 $ 0.2 $ — Equity in earnings of non-consolidated entities (included in other non-operating expense) 0.1 0.2 — (1) In connection with the sale of Fathom Events, NCM LLC entered into a transition services agreement to provide certain corporate overhead services for a fee and reimbursement for the use of facilities and certain services including creative, technical event management and event management for the newly formed limited liability company. These fees received by NCM LLC are included as an offset to network costs in the audited Statements of Income. |
Borrowings (Tables)
Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule Of Outstanding Debt | The following table summarizes the Company’s total outstanding debt as of December 31, 2015 and January 1, 2015 and the significant terms of its borrowing arrangements: Outstanding Balance as of Borrowings ($ in millions) December 31, 2015 January 1, 2015 Maturity Date Interest Rate Revolving Credit Facility $ 66.0 $ 22.0 November 26, 2019 (1) Term Loans 270.0 270.0 November 26, 2019 (1) Senior Unsecured Notes 200.0 200.0 July 15, 2021 7.875% Senior Secured Notes 400.0 400.0 April 15, 2022 6.000% Total $ 936.0 $ 892.0 (1) The interest rates on the revolving credit facility and term loan are described below. |
Schedule Of Annual Maturities On Credit Facility And Senior Notes | Year Amount 2016 $ — 2017 — 2018 — 2019 336.0 2020 — Thereafter 600.0 Total $ 936.0 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary Of Equity Incentive Plan Activity | A summary of option award activity under the Equity Incentive Plan as of December 31, 2015, and changes during the year then ended are presented below: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in millions) Outstanding as of January 1, 2015 3,004,841 $ 16.53 Granted — — Exercised (104,837 ) $ 12.25 Forfeited (192,252 ) $ 17.93 Expired — — Outstanding as of December 31, 2015 2,707,752 $ 16.60 4.8 $ 1.4 Exercisable as of December 31, 2015 2,707,752 $ 16.60 4.8 $ 1.4 Vested and expected to vest as of December 31, 2015 2,707,752 $ 16.60 4.8 $ 1.4 |
Summary Of Restricted Stock Awards And Restricted Stock Units | A summary of restricted stock award and restricted stock unit activity under the Equity Incentive Plan as of December 31, 2015, and changes during the year then ended are presented below: Number of Restricted Shares and Restricted Stock Units Weighted Average Grant- Date Fair Value Non-vested balance as of January 1, 2015 2,155,996 $ 16.40 Granted 1,290,185 14.76 Vested (274,059 ) 17.98 Forfeited (608,485 ) 13.80 Non-vested balance as of December 31, 2015 2,563,637 $ 16.03 |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule Of Minimum Lease Payments Under Noncancelable Operating Leases | Future minimum lease payments under noncancelable operating leases as of December 31, 2015 are as follows (in millions): Year Minimum Lease Payments 2016 $ 2.7 2017 2.1 2018 1.8 2019 1.8 2020 1.7 Thereafter 1.0 Total $ 11.1 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Estimated Fair Values Of Company's Financial Instruments | The estimated fair values of the Company’s financial instruments where carrying values do not approximate fair value are as follows (in millions): As of December 31, 2015 As of January 1, 2015 Carrying Value Fair Value (1) Carrying Value Fair Value (1) Term Loans $ 270.0 $ 269.3 $ 270.0 $ 257.9 Senior Unsecured Notes 200.0 208.4 200.0 210.8 Senior Secured Notes 400.0 414.5 400.0 400.8 (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. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule Of Segment Operating Income | Year Ended December 31, 2015 (in millions) Advertising Fathom Events (1) Network, Administrative and Total Revenue $ 446.5 $ — $ — $ 446.5 Operating costs 103.3 — 17.8 121.1 Selling and marketing costs 66.8 — 5.5 72.3 Administrative and other costs 3.5 — 35.1 38.6 Merger termination fee and related merger costs — — 41.8 41.8 Depreciation and amortization — — 32.2 32.2 Interest and other non-operating costs — — 52.9 52.9 Income (loss) before income taxes $ 272.9 $ — $ (185.3 ) $ 87.6 Year Ended January 1, 2015 (in millions) Advertising Fathom Events (1) Network, Administrative and Total Revenue $ 394.0 $ — $ — $ 394.0 Operating costs 97.0 — 18.3 115.3 Selling and marketing costs 54.8 — 2.8 57.6 Administrative and other costs 2.8 — 26.7 29.5 Depreciation and amortization — — 32.4 32.4 Interest and other non-operating costs — — 62.1 62.1 Income (loss) before income taxes $ 239.4 $ — $ (142.3 ) $ 97.1 Year Ended December 26, 2013 (in millions) Advertising Fathom Events (1) Network, Administrative and Costs Total Revenue $ 426.3 $ 36.5 $ — $ 462.8 Operating costs 98.4 25.5 18.7 142.6 Selling and marketing costs 56.1 3.6 1.8 61.5 Administrative and other costs 2.9 0.9 26.3 30.1 Depreciation and amortization — — 26.6 26.6 Interest and other non-operating costs — — 38.4 38.4 Income (loss) before income taxes $ 268.9 $ 6.5 $ (111.8 ) $ 163.6 |
Summary Of Revenue By Category | Years Ended December 31, 2015 January 1, 2015 December 26, 2013 National advertising revenue $ 309.5 $ 258.8 $ 295.0 Local and regional advertising revenue 107.0 96.8 89.9 Founding member advertising revenue from beverage concessionaire agreements 30.0 38.4 41.4 Fathom Consumer revenue (1) — — 34.4 Fathom Business revenue (1) — — 2.1 Total revenue $ 446.5 $ 394.0 $ 462.8 |
Valuation And Qualifying Acco39
Valuation And Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule Of Valuation And Qualifying Accounts | Years Ended December 31, 2015 January 1, 2015 December 26, 2013 ALLOWANCE FOR DOUBTFUL ACCOUNTS: Balance at beginning of period $ 4.3 $ 5.7 $ 4.5 Provision for bad debt 1.9 (0.1 ) 2.1 Write-offs, net (0.6 ) (1.3 ) (0.9 ) Balance at end of period $ 5.6 $ 4.3 $ 5.7 |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule Of Quarterly Financial Data | 2015 First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 76.9 $ 121.5 $ 111.7 $ 136.4 Operating expenses 101.1 66.1 63.9 74.9 Operating (loss) income (24.2 ) 55.4 47.8 61.5 Net (loss) income (38.7 ) 42.4 34.8 49.0 2014 First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 70.2 $ 99.9 $ 100.8 $ 123.1 Operating expenses 57.4 57.9 58.1 61.4 Operating income 12.8 42.0 42.7 61.7 Net (loss) income (2.8 ) 26.4 27.0 45.7 |
Basis Of Presentation And Sum41
Basis Of Presentation And Summary Of Significant Accounting Policies (Narrative) (Details) $ in Millions | Mar. 17, 2015USD ($) | Dec. 31, 2015USD ($)itemcustomershares | Jan. 01, 2015USD ($)itemcustomer | Dec. 26, 2013USD ($)customer | Dec. 27, 2012USD ($) |
Accounting Policies [Line Items] | |||||
Common membership units outstanding | shares | 135,142,972 | ||||
Membership units exchangeable into common stock ratio | 100.00% | ||||
Payments for merger-related costs | $ 15 | ||||
Merger termination fee and related merger costs | 41.8 | ||||
Advertising revenue | 446.5 | $ 394 | $ 426.3 | ||
Revenue from barter transactions | 2 | 1.3 | 1.9 | ||
Expenses from barter transactions | 2.5 | 1.2 | 2.9 | ||
Restricted cash | 0.3 | 0.3 | |||
Net book value | 25.1 | 22.4 | |||
Depreciation expense | 9.6 | 11.1 | 10.4 | ||
Research and development expense | 1.5 | 1.7 | 1.8 | ||
Loss on write-off of property, plant and equipment | 0.4 | 0.4 | 0 | ||
Net deferred financing costs | 12.9 | 15.5 | 17.7 | $ 18.3 | |
Impairment of investment | 0 | 0 | 0.8 | ||
Fair value of cost method investment | 0 | ||||
Term Loans, Senior Secured Notes and Senior Unsecured Notes [Member] | |||||
Accounting Policies [Line Items] | |||||
Net deferred financing costs | 10.7 | ||||
Software And Development Costs [Member] | |||||
Accounting Policies [Line Items] | |||||
Net book value | 7.4 | 9.5 | |||
Depreciation expense | $ 5 | $ 6.5 | $ 6.1 | ||
Accounts Receivable [Member] | Credit Concentration Risk [Member] | |||||
Accounting Policies [Line Items] | |||||
Number of advertising agency groups contributing to more than 10% of outstanding gross receivable balance | item | 0 | 0 | |||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||||
Accounting Policies [Line Items] | |||||
Number of customers contributing to more than 10% of revenue | customer | 0 | 0 | 0 | ||
Advertising Barter Transactions [Member] | |||||
Accounting Policies [Line Items] | |||||
Advertising revenue | $ 3.1 | $ 1.2 | $ 0 | ||
Screenvision, LLC [Member] | |||||
Accounting Policies [Line Items] | |||||
Merger termination payment | $ 26.8 | ||||
Reverse termination fee, amount of lower payment | $ 2 | ||||
Merger termination fee and related merger costs | $ 7.5 | 7.5 | |||
NCM Inc. [Member] | |||||
Accounting Policies [Line Items] | |||||
Common membership units outstanding | shares | 59,239,154 | ||||
Percentage of common membership units outstanding | 43.80% | ||||
NCM Inc. [Member] | Screenvision, LLC [Member] | |||||
Accounting Policies [Line Items] | |||||
Merger termination fee and related merger costs | $ 7.5 | $ 7.5 | |||
Regal [Member] | |||||
Accounting Policies [Line Items] | |||||
Common membership units outstanding | shares | 26,409,784 | ||||
Percentage of common membership units outstanding | 19.50% | ||||
Regal [Member] | AC JV, LLC [Member] | |||||
Accounting Policies [Line Items] | |||||
Ownership percentage | 32.00% | ||||
Cinemark [Member] | |||||
Accounting Policies [Line Items] | |||||
Common membership units outstanding | shares | 25,631,046 | ||||
Percentage of common membership units outstanding | 19.00% | ||||
AMC [Member] | |||||
Accounting Policies [Line Items] | |||||
Common membership units outstanding | shares | 23,862,988 | ||||
Percentage of common membership units outstanding | 17.70% | ||||
NCM, LLC. [Member] | AC JV, LLC [Member] | |||||
Accounting Policies [Line Items] | |||||
Ownership percentage | 4.00% | ||||
Minimum [Member] | |||||
Accounting Policies [Line Items] | |||||
Range of terms, in years | 3 years | ||||
Minimum [Member] | Software And Development Costs [Member] | |||||
Accounting Policies [Line Items] | |||||
Estimated useful life | 3 years | ||||
Maximum [Member] | |||||
Accounting Policies [Line Items] | |||||
Range of terms, in years | 20 years | ||||
Maximum [Member] | Software And Development Costs [Member] | |||||
Accounting Policies [Line Items] | |||||
Estimated useful life | 5 years |
Basis Of Presentation And Sum42
Basis Of Presentation And Summary Of Significant Accounting Policies (Schedule Of Receivables) (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Jan. 01, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Less: Allowance for doubtful accounts | $ (5.6) | $ (4.3) |
Total | 148.9 | 116.5 |
Trade Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables | 153.6 | 119.4 |
Other Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables | $ 0.9 | $ 1.4 |
Basis Of Presentation And Sum43
Basis Of Presentation And Summary Of Significant Accounting Policies (Schedule Of Useful Lives) (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4 years |
Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Computer Hardware And Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Computer Hardware And Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life description | Lesser of lease term or asset life |
Basis Of Presentation And Sum44
Basis Of Presentation And Summary Of Significant Accounting Policies (Changes In Debt Issuance Costs) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 01, 2015 | Dec. 26, 2013 | |
Accounting Policies [Abstract] | |||
Beginning balance | $ 15.5 | $ 17.7 | $ 18.3 |
Debt issuance payments | 0.6 | 3.4 | |
Amortization of debt issuance costs | (2.6) | (2.8) | (2.8) |
Write-off of debt issuance costs | (1.2) | ||
Ending balance | $ 12.9 | $ 15.5 | $ 17.7 |
Basis Of Presentation And Sum45
Basis Of Presentation And Summary Of Significant Accounting Policies (Schedule Of Other Investments) (Details) - USD ($) $ in Millions | 12 Months Ended | |||||
Dec. 31, 2015 | Jan. 01, 2015 | Dec. 26, 2013 | ||||
Accounting Policies [Abstract] | ||||||
Investment in AC JV, LLC | $ 1.2 | [1] | $ 1.3 | [1] | $ 1.1 | |
Other investments | [2] | 4.2 | 1.2 | |||
Total other investments | $ 5.4 | $ 2.5 | ||||
Cost-method ownership percentage | 20.00% | |||||
[1] | Refer to Note 7—Related Party Transactions. | |||||
[2] | The Company received equity securities in some privately held companies as consideration for advertising contracts. The equity securities were accounted for under the cost method and represent an ownership of less than 20%. The Company does not exert significant influence of these companies’ operating or financial activities. |
Divestiture (Narrative) (Detail
Divestiture (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 26, 2013 | Jan. 01, 2015 | |||
Divestiture [Line Items] | |||||
Equity method investment carrying value | $ 1.2 | [1] | $ 1.1 | $ 1.3 | [1] |
Promissory notes receivable from founding members | 25 | ||||
Interest rate on notes receivable | 5.00% | ||||
Frequency of periodic payment | 6 | ||||
Gain on sale of Fathom Events | 26 | ||||
Expenses related to the sale of business | $ 0.6 | ||||
Fathom Events [Member] | |||||
Divestiture [Line Items] | |||||
Net assets | 0.1 | ||||
Founding Members [Member] | |||||
Divestiture [Line Items] | |||||
Promissory notes receivable from founding members | 16.7 | $ 8.3 | |||
AC JV, LLC [Member] | |||||
Divestiture [Line Items] | |||||
Equity method investment carrying value | $ 1.2 | $ 1.3 | |||
AC JV, LLC [Member] | Regal [Member] | |||||
Divestiture [Line Items] | |||||
Ownership percentage | 32.00% | ||||
AC JV, LLC [Member] | AMC [Member] | |||||
Divestiture [Line Items] | |||||
Ownership percentage | 32.00% | ||||
AC JV, LLC [Member] | Cinemark [Member] | |||||
Divestiture [Line Items] | |||||
Ownership percentage | 32.00% | ||||
AC JV, LLC [Member] | NCM, LLC. [Member] | |||||
Divestiture [Line Items] | |||||
Ownership percentage | 4.00% | ||||
[1] | Refer to Note 7—Related Party Transactions. |
Divestiture (Future Minimum Pri
Divestiture (Future Minimum Principle Payments Of Note Receivable) (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 26, 2013 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total | $ 25 | |
Related Party [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
2,016 | $ 4.2 | |
2,017 | 4.2 | |
2,018 | 4.2 | |
2,019 | 4.1 | |
Total | $ 16.7 |
Property And Equipment (Summary
Property And Equipment (Summary Of Property And Equipment) (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Jan. 01, 2015 |
Property, Plant and Equipment [Line Items] | ||
Less: Accumulated depreciation | $ (64.1) | $ (72.9) |
Subtotal | 16.4 | 20.1 |
Construction in progress | 8.7 | 2.3 |
Total property and equipment | 25.1 | 22.4 |
Equipment, Computer Hardware And Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 77.1 | 89.4 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 3.4 | $ 3.6 |
Property And Equipment (Narrati
Property And Equipment (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 01, 2015 | Dec. 26, 2013 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 9.6 | $ 11.1 | $ 10.4 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 01, 2015 | Dec. 26, 2013 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net of accumulated depreciation | $ 566.7 | $ 488.6 | $ 492 |
Amortization expense | $ 22.6 | $ 20.6 | $ 16.2 |
Founding Members [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average remaining life | 21 years 2 months 12 days | 22 years 2 months 12 days | |
Network Affiliates [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net of accumulated depreciation | $ 30.8 | $ 30.3 | |
Weighted average remaining life | 13 years 10 months 24 days | 14 years 10 months 24 days | |
Common Unit Adjustments And Integration Payments [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net of accumulated depreciation | $ 535.9 | $ 458.3 | |
Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Percentage increase (decrease) in theatre attendance for Common Unit adjustment to occur | (2.00%) | ||
Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Percentage increase (decrease) in theatre attendance for Common Unit adjustment to occur | 2.00% |
Intangible Assets (Summary Of I
Intangible Assets (Summary Of Intangible Assets) (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Apr. 02, 2015 | Mar. 27, 2014 | Dec. 31, 2015 | Jan. 01, 2015 | Dec. 26, 2013 | |||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Gross carrying amount, beginning balance | $ 557.9 | $ 540.7 | $ 557.9 | $ 540.7 | |||||
Accumulated amortization, beginning balance | (69.3) | (48.7) | (69.3) | (48.7) | |||||
Total intangible assets, net, beginning balance | $ 488.6 | $ 492 | 488.6 | 492 | |||||
Additions | 103.4 | [1] | 19.4 | [2] | |||||
Amortization | (22.6) | (20.6) | $ (16.2) | ||||||
Integration Payments | [3] | (2.7) | (2.2) | ||||||
Gross carrying amount, ending balance | $ 658.6 | 658.6 | 557.9 | 540.7 | |||||
Accumulated amortization, ending balance | (91.9) | (91.9) | (69.3) | (48.7) | |||||
Total intangible assets, net, ending balance | $ 566.7 | 566.7 | 488.6 | 492 | |||||
Purchase of intangible assets from affiliate | 2.7 | 3 | $ 8.9 | ||||||
AMC [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Common membership units issued | 4,399,324 | ||||||||
Increase (decrease) in intangible assets, net | $ 69.3 | ||||||||
NCM, LLC. [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Common membership units issued | 2,160,915 | 1,087,911 | |||||||
Increase (decrease) in intangible assets, net | $ 31.4 | $ 16.4 | |||||||
NCM, LLC. [Member] | AMC And Cinemark Integration Payments [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Increase (decrease) in intangible assets, net | (2.7) | (2.2) | |||||||
NCM, LLC. [Member] | Founding Member Payment Election [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Increase (decrease) in intangible assets, net | $ (2.6) | $ (2.1) | |||||||
[1] | During the first quarter of 2015, the Company issued 2,160,915 common membership units to its founding members for the rights to exclusive access to net new theatre screens and attendees added by the founding members to NCM LLC’s network during 2014. The Company recorded a net intangible asset of $31.4 million in the first quarter of 2015 as a result of the Common Unit Adjustment. In December 2015, we issued 4,399,324 common membership units to AMC for attendees added in connection with AMC’s acquisition of Starplex Cinemas and other newly built or acquired theatres. We recorded a net intangible asset of approximately $69.3 million for this Common Unit Adjustment. During 2015, the Company purchased intangible assets for $2.7 million associated with network affiliate agreements. | ||||||||
[2] | During the first quarter of 2014, the Company issued 1,087,911 common membership units to its founding members for the rights to exclusive access to net new theatre screens and attendees added by the founding members to NCM LLC’s network during 2013. The Company recorded a net intangible asset of $16.4 million in the first quarter of 2014 as a result of the Common Unit Adjustment. During 2014, the Company purchased intangible assets for $3.0 million associated with network affiliate agreements. | ||||||||
[3] | Rave Cinemas had pre-existing advertising agreements for some of the theatres it owned prior to its 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 integration payments over the remaining term of those agreements. During the year ended December 31, 2015 and January 1, 2015, the Company recorded a reduction to net intangible assets of $2.7 million and $2.2 million, respectively, related to integration payments due from AMC and Cinemark. During the year ended December 31, 2015 and January 1, 2015, the founding members paid $2.6 million and $2.1 million, respectively, in integration payments. |
Intangible Assets (Summary Of E
Intangible Assets (Summary Of Estimated Aggregate Amortization Expense) (Details) $ in Millions | Dec. 31, 2015USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2,016 | $ 24.6 |
2,017 | 24.6 |
2,018 | 25 |
2,019 | 26.8 |
2,020 | $ 26.7 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Jan. 01, 2015 |
Payables And Accruals [Abstract] | ||
Make-good reserve | $ 3.4 | $ 2 |
Accrued interest | 12.5 | 12.6 |
Deferred rent | 2.1 | 2.4 |
Other accrued expenses | 0.9 | 2 |
Total accrued expenses | $ 18.9 | $ 19 |
Members' Deficit (Details)
Members' Deficit (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Founding Members [Member] | NCM, LLC. [Member] | |
Term of advertising services | 30 years |
Related-Party Transactions (Nar
Related-Party Transactions (Narrative) (Details) - USD ($) | Mar. 17, 2015 | Dec. 31, 2015 | Jul. 02, 2015 | Apr. 02, 2015 | Sep. 26, 2013 | Dec. 31, 2015 | Dec. 31, 2015 | Jan. 01, 2015 | Dec. 26, 2013 | ||||
Related Party Transaction [Line Items] | |||||||||||||
On-screen advertising time to satisfy agreement obligations, in seconds | 30 seconds | ||||||||||||
Payments for merger-related costs | $ 15,000,000 | ||||||||||||
Merger termination fee and related merger costs | 41,800,000 | ||||||||||||
Cash receivable declared | $ 25,500,000 | ||||||||||||
Cash payments to members | $ 0 | ||||||||||||
Cash distributions declared to members | 148,500,000 | $ 146,400,000 | $ 193,400,000 | ||||||||||
Investment in AC JV, LLC | $ 1,200,000 | [1] | $ 1,200,000 | [1] | 1,200,000 | [1] | 1,300,000 | [1] | 1,100,000 | ||||
Cash distributions received from non-consolidated entities | 200,000 | ||||||||||||
AC JV, LLC [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Investment in AC JV, LLC | 1,200,000 | 1,200,000 | 1,200,000 | 1,300,000 | |||||||||
Cash distributions received from non-consolidated entities | 200,000 | ||||||||||||
Founding Members [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Cash receivable declared | 14,000,000 | ||||||||||||
Cash payment due to founding members/managing member | 32,300,000 | 32,300,000 | 32,300,000 | ||||||||||
Cash distributions declared to members | 82,100,000 | 79,400,000 | 103,800,000 | ||||||||||
Managing Member [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Cash distributions declared to members | $ 25,200,000 | ||||||||||||
Regal [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Cash distributions declared to members | 29,600,000 | 29,500,000 | 37,100,000 | ||||||||||
Number of NCM LLC common units converted to NCM Inc. common stock | 2,300,000 | ||||||||||||
AMC [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Cash distributions declared to members | 23,800,000 | 21,900,000 | 29,800,000 | ||||||||||
Number of NCM LLC common units converted to NCM Inc. common stock | 200,000 | ||||||||||||
LA Live [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Advertising operating costs, related party affiliates | 200,000 | 200,000 | 200,000 | ||||||||||
Accounts payable, related party affiliates | $ 100,000 | 100,000 | 100,000 | 100,000 | |||||||||
Interactive Media Company [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related party revenue | 0 | 300,000 | 600,000 | ||||||||||
Accounts receivable | 300,000 | 300,000 | 300,000 | 300,000 | |||||||||
AEG Live [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related party revenue | 1,600,000 | 700,000 | $ 200,000 | ||||||||||
Accounts receivable | $ 400,000 | $ 400,000 | 400,000 | 400,000 | |||||||||
NCM Inc. [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Cash receivable declared | $ 11,500,000 | ||||||||||||
Screenvision, LLC [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Merger termination payment | $ 26,800,000 | ||||||||||||
Reverse termination fee, amount of lower payment | $ 2,000,000 | ||||||||||||
Merger termination fee and related merger costs | 7,500,000 | 7,500,000 | |||||||||||
Screenvision, LLC [Member] | NCM Inc. [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Merger termination fee and related merger costs | $ 7,500,000 | $ 7,500,000 | |||||||||||
Minimum [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
On-screen advertising time to satisfy agreement obligations, in seconds | 30 seconds | ||||||||||||
Maximum [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
On-screen advertising time to satisfy agreement obligations, in seconds | 60 seconds | ||||||||||||
[1] | Refer to Note 7—Related Party Transactions. |
Related-Party Transactions (Sum
Related-Party Transactions (Summary Of Transactions Between The Company And The Founding Members And Managing Member Included In Statements Of Income) (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2015 | Jan. 01, 2015 | Dec. 26, 2013 | ||
Related Party Transaction [Line Items] | |||||
Advertising revenue | $ 446.5 | $ 394 | $ 426.3 | ||
Theatre access fee | 72.5 | 70.6 | 69.4 | ||
Fathom Events operating costs | 25.5 | ||||
Selling and marketing costs | 72.3 | 57.6 | 61.5 | ||
Advertising operating costs | 30.8 | 26.4 | 29 | ||
Administrative and other costs | 21.4 | 19.3 | 20.1 | ||
Administrative fee—managing member | [1] | $ 17.2 | $ 10.2 | 10 | |
Gain on sale of Fathom Events | [2] | 25.4 | |||
On-screen advertising time purchased, in seconds | 60 seconds | 60 seconds | 60 seconds | ||
On-screen advertising time to satisfy agreement obligations, in seconds | 30 seconds | ||||
Maximum [Member] | |||||
Related Party Transaction [Line Items] | |||||
On-screen advertising time which founding members have right to purchase, in seconds | 90 seconds | ||||
On-screen advertising time to satisfy agreement obligations, in seconds | 60 seconds | ||||
Beverage Concessionaire [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advertising revenue | [3] | $ 30 | $ 38.4 | 41.4 | |
Advertising Inventory [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advertising revenue | [4] | 0.2 | 0.3 | 0.2 | |
Revenue Share From Fathom Events [Member] | |||||
Related Party Transaction [Line Items] | |||||
Fathom Events operating costs | [5] | 5.1 | |||
Purchase Of Movie Tickets And Concession Products And Rental Of Theatre Space [Member] | |||||
Related Party Transaction [Line Items] | |||||
Fathom Events operating costs | [6] | 0.2 | |||
Selling and marketing costs | [7] | 1.2 | 0.9 | 1.4 | |
Advertising operating costs | [7] | 0.2 | |||
Administrative and other costs | 0.1 | 0.1 | |||
Founding Members [Member] | |||||
Related Party Transaction [Line Items] | |||||
Theatre access fee | [8] | 72.5 | 70.6 | $ 69.4 | |
Interest income from notes receivable (included in interest income) | [2] | $ 1 | $ 1.2 | ||
One Founding Member [Member] | |||||
Related Party Transaction [Line Items] | |||||
On-screen advertising time purchased, in seconds | 30 seconds | ||||
Two Founding Members [Member] | |||||
Related Party Transaction [Line Items] | |||||
On-screen advertising time purchased, in seconds | 60 seconds | ||||
[1] | Pursuant to the Management Services Agreement between NCM, Inc. and NCM LLC, NCM, Inc. provides certain specific management services to NCM LLC, including the services of the President and Chief Executive Officer, President of Sales and Marketing, Interim Co-Chief Financial Officers, Executive Vice President and Chief Operations Officer and Chief Technology Officer and Executive Vice President and General Counsel. In exchange for these services, NCM LLC reimburses NCM, Inc. for compensation paid to the officers (including share based compensation) and other expenses of the officers and for certain out-of-pocket costs. | ||||
[2] | Refer to discussion of Fathom sale in Note 2—Divestiture. | ||||
[3] | For the six months ended December 31, 2015, 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 the Company to satisfy their obligations under their beverage concessionaire agreements at a 30 second equivalent CPM rate specified by the ESA. For the first six months of 2015 and for the years ended December 31, 2015 and January 1, 2015, the founding members purchased 60 seconds of on-screen advertising time. | ||||
[4] | The value of such purchases is calculated by reference to the Company’s advertising rate card. | ||||
[5] | Prior to the sale of Fathom Events on December 26, 2013, these payments are at rates (percentage of event revenue) included in the ESAs based on the nature of the event. | ||||
[6] | Prior to the sale of Fathom Events on December 26, 2013, these were used primarily for marketing resale to Fathom Events customers. | ||||
[7] | Used primarily for marketing to the Company’s advertising clients. | ||||
[8] | 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. |
Related-Party Transactions (S57
Related-Party Transactions (Summary Of Transactions Between The Company And The Founding Members And Managing Member Included In Balance Sheet) (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Jan. 01, 2015 | Dec. 26, 2013 | |
Related Party Transaction [Line Items] | ||||
Current portion of notes receivable- founding members | [1] | $ 4.2 | $ 4.2 | |
Long-term notes receivable, net of current portion - founding members | [1] | 12.5 | 16.6 | |
Prepaid administrative fees to managing member | [2] | 0.7 | 0.7 | |
Common unit adjustments and integration payments, net of amortization (included in intangible assets) | 566.7 | 488.6 | $ 492 | |
Common Unit Adjustments And Integration Payments [Member] | ||||
Related Party Transaction [Line Items] | ||||
Common unit adjustments and integration payments, net of amortization (included in intangible assets) | $ 535.9 | $ 458.3 | ||
[1] | Refer to discussion of Fathom sale in Note 2—Divestiture. | |||
[2] | The payments for estimated management services related to employment are made one month in advance. NCM LLC also provides administrative and support services to NCM, Inc. such as office facilities, equipment, supplies, payroll and accounting and financial reporting at no charge. Based on the limited activities of NCM, Inc. as a standalone entity, the Company does not believe such unreimbursed costs are significant. |
Related-Party Transactions (Sch
Related-Party Transactions (Schedule Of Mandatory Distributions To Members) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 01, 2015 | Dec. 26, 2013 | |
Related Party Transaction [Line Items] | |||
Cash distributions declared to members | $ 148.5 | $ 146.4 | $ 193.4 |
AMC [Member] | |||
Related Party Transaction [Line Items] | |||
Cash distributions declared to members | 23.8 | 21.9 | 29.8 |
Cinemark [Member] | |||
Related Party Transaction [Line Items] | |||
Cash distributions declared to members | 28.7 | 28 | 36.9 |
Regal [Member] | |||
Related Party Transaction [Line Items] | |||
Cash distributions declared to members | 29.6 | 29.5 | 37.1 |
Founding Members [Member] | |||
Related Party Transaction [Line Items] | |||
Cash distributions declared to members | 82.1 | 79.4 | 103.8 |
NCM Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Cash distributions declared to members | $ 66.4 | $ 67 | $ 89.6 |
Related-Party Transactions (S59
Related-Party Transactions (Schedule Of Amounts Due To Founding Members) (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Jan. 01, 2015 |
Related Party Transaction [Line Items] | ||
Theatre access fees, net of beverage revenues | $ 4.3 | $ 2.8 |
Cost and other reimbursement | (1.2) | (0.8) |
Distributions payable to founding members | 32.4 | 32.9 |
Total | 35.5 | 34.9 |
AMC [Member] | ||
Related Party Transaction [Line Items] | ||
Theatre access fees, net of beverage revenues | 1.8 | 0.8 |
Cost and other reimbursement | (0.9) | (0.6) |
Distributions payable to founding members | 10.2 | 9.1 |
Total | 11.1 | 9.3 |
Cinemark [Member] | ||
Related Party Transaction [Line Items] | ||
Theatre access fees, net of beverage revenues | 1 | 0.8 |
Cost and other reimbursement | (0.3) | (0.2) |
Distributions payable to founding members | 10.9 | 11.6 |
Total | 11.6 | 12.2 |
Regal [Member] | ||
Related Party Transaction [Line Items] | ||
Theatre access fees, net of beverage revenues | 1.5 | 1.2 |
Distributions payable to founding members | 11.3 | 12.2 |
Total | 12.8 | 13.4 |
Founding Members [Member] | ||
Related Party Transaction [Line Items] | ||
Total | $ 35.5 | $ 34.9 |
Related-Party Transactions (S60
Related-Party Transactions (Schedule Of Amounts Due To/From Managing Member) (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Jan. 01, 2015 |
Related Party Transaction [Line Items] | ||
Distributions payable | $ 32.4 | $ 32.9 |
Cost and other reimbursement | (1.2) | (0.8) |
Total | 22.9 | 23.6 |
Managing Member [Member] | ||
Related Party Transaction [Line Items] | ||
Distributions payable | 25.2 | 27.7 |
Cost and other reimbursement | (2.3) | (4.1) |
Total | $ 22.9 | $ 23.6 |
Related-Party Transactions (S61
Related-Party Transactions (Summary Of Transactions Between NCM LLC And AC JV, LLC Included in Statements Of Income) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 01, 2015 | ||
Related Party Transaction [Line Items] | |||
Equity in earnings of non-consolidated entities (included in other non-operating expense) | $ 0.1 | $ 0.2 | |
AC JV, LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Transition services (included in network costs) | [1] | 0.1 | 0.2 |
Equity in earnings of non-consolidated entities (included in other non-operating expense) | $ 0.1 | $ 0.2 | |
[1] | In connection with the sale of Fathom Events, NCM LLC entered into a transition services agreement to provide certain corporate overhead services for a fee and reimbursement for the use of facilities and certain services including creative, technical event management and event management for the newly formed limited liability company. These fees received by NCM LLC are included as an offset to network costs in the audited Statements of Income. |
Borrowings (Schedule Of Outstan
Borrowings (Schedule Of Outstanding Debt) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 01, 2015 | ||
Debt Instrument [Line Items] | |||
Outstanding Balance | $ 936 | $ 892 | |
Term Loans [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding Balance | [1] | $ 270 | 270 |
Maturity Date | [1] | Nov. 26, 2019 | |
Senior Unsecured Notes [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding Balance | $ 200 | 200 | |
Maturity Date | Jul. 15, 2021 | ||
Interest Rate | 7.875% | ||
Senior Secured Notes [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding Balance | $ 400 | 400 | |
Maturity Date | Apr. 15, 2022 | ||
Interest Rate | 6.00% | ||
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding Balance | [1] | $ 66 | $ 22 |
Maturity Date | [1] | Nov. 26, 2019 | |
[1] | The interest rates on the revolving credit facility and term loan are described below. |
Borrowings (Narrative) (Details
Borrowings (Narrative) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Jan. 01, 2015 | Jun. 18, 2014 | ||
Debt Instrument [Line Items] | ||||
Outstanding Balance | $ 936,000,000 | $ 892,000,000 | ||
Senior Unsecured Notes Due 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face amount | $ 200,000,000 | |||
Stated interest rate | 7.875% | |||
Date of first required interest payment | Jan. 15, 2012 | |||
Senior Secured Notes Due 2022 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face amount | $ 400,000,000 | |||
Stated interest rate | 6.00% | |||
Date of first required interest payment | Oct. 15, 2012 | |||
LIBOR [Member] | Revolving Credit Facility Maturing On November 26, 2019 [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate, percent | 2.00% | |||
Base Rate [Member] | Revolving Credit Facility Maturing On November 26, 2019 [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate, percent | 1.00% | |||
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Borrowing amount of credit facility | $ 135,000,000 | |||
Outstanding Balance | [1] | $ 66,000,000 | 22,000,000 | |
Increase in borrowing capacity of revolving credit facility | $ 25,000,000 | |||
Maturity Date | [1] | Nov. 26, 2019 | ||
Remaining borrowing capacity on credit facility | $ 69,000,000 | |||
Unused line fee, percent | 0.50% | |||
Repayment of revolving credit facility | $ 14,000,000 | |||
Term Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding Balance | [1] | 270,000,000 | 270,000,000 | |
Debt instrument face amount | $ 270,000,000 | $ 270,000,000 | ||
Maturity Date | [1] | Nov. 26, 2019 | ||
Weighted-average interest rate | 2.99% | |||
Term Loans [Member] | LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate, percent | 2.75% | |||
Weighted-average interest rate | 2.24% | |||
Term Loans [Member] | Base Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate, percent | 1.75% | |||
Senior Secured Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of periods revolving credit facility extended | 2 years | |||
Senior secured leverage ratio | 330.00% | |||
Senior Secured Credit Facility [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior secured leverage ratio | 650.00% | |||
[1] | The interest rates on the revolving credit facility and term loan are described below. |
Borrowings (Schedule Of Annual
Borrowings (Schedule Of Annual Maturities On Credit Facility And Senior Notes) (Details) $ in Millions | Dec. 31, 2015USD ($) |
Debt Disclosure [Abstract] | |
2,016 | |
2,017 | |
2,018 | |
2,019 | $ 336 |
2,020 | |
Thereafter | $ 600 |
Total | $ 936 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 01, 2015 | Dec. 26, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock available for issuance | 12,974,589 | ||
Common stock available for grants | 3,636,589 | ||
Achievement of percentage in performance based restricted stock | 100.00% | ||
Estimated forfeiture rate, percentage | 5.00% | ||
Recognized share-based compensation expense | $ 14.8 | $ 7.7 | $ 5.9 |
Capitalized share-based compensation expense | 0.3 | 0.1 | 0.1 |
Non-cash share based compensation expense | 8 | $ 4.6 | $ 3.2 |
Unrecognized compensation expense related to non-vested options | $ 0 | ||
Number of stock and stock units expected to vest, after consideration of expected forfeitures | 2,337,754 | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation expense related to non-vested options | $ 19.6 | ||
Weighted average remaining period over which unrecognized compensation costs will be recognized | 1 year 9 months 18 days | ||
Weighted average grant-date fair value, Non-vested | $ 14.76 | $ 19.18 | $ 15.17 |
Fair value of awards vested, restricted stock | $ 11.6 | $ 3.6 | $ 7.5 |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options, Granted | 0 | 0 | 0 |
Intrinsic value of options exercised | $ 0.4 | $ 0.2 | $ 6.1 |
Fair value of awards vested, options | $ 0.7 | $ 2.2 | $ 4.9 |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Options contractual term | 10 years | ||
Length of measurement period | 2 years | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 5 years | ||
Options contractual term | 15 years | ||
Length of measurement period | 3 years |
Share-Based Compensation (Summa
Share-Based Compensation (Summary Of Equity Incentive Plan Activity) (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Options, Outstanding, beginning balance | 3,004,841 |
Options, Granted | 0 |
Options, Exercised | (104,837) |
Options, Forfeited | (192,252) |
Options, Outstanding, ending balance | 2,707,752 |
Options, Exercisable | 2,707,752 |
Options, Vested and Expected to Vest | 2,707,752 |
Weighted average exercise price, Outstanding, beginning balance | $ / shares | $ 16.53 |
Weighted average exercise price, Exercised | $ / shares | 12.25 |
Weighted average exercise price, Forfeited | $ / shares | 17.93 |
Weighted average exercise price, Outstanding, ending balance | $ / shares | 16.60 |
Weighted average exercise price, Exercisable | $ / shares | 16.60 |
Weighted average exercise price, Vested and Expected to Vest | $ / shares | $ 16.60 |
Weighted average remaining contractual life, Outstanding | 4 years 9 months 18 days |
Weighted average remaining contractual life, Exercisable | 4 years 9 months 18 days |
Weighted average remaining contractual life, Vested and Expected to Vest | 4 years 9 months 18 days |
Aggregate intrinsic value, Outstanding | $ | $ 1.4 |
Aggregate intrinsic value, Exercisable | $ | 1.4 |
Aggregate intrinsic value,Vested and Expected to Vest | $ | $ 1.4 |
Share-Based Compensation (Sum67
Share-Based Compensation (Summary Of Restriced Stock Awards And Restricted Stock Units) (Details) - Restricted Stock And Restricted Stock Units [Member] | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Shares, Non-vested, beginning balance | shares | 2,155,996 |
Shares, Granted | shares | 1,290,185 |
Shares, Vested | shares | (274,059) |
Shares, Forfeited | shares | (608,485) |
Shares, Non-vested, ending balance | shares | 2,563,637 |
Weighted average grant-date fair value, Non-vested, beginning balance | $ / shares | $ 16.40 |
Weighted average grant-date fair value, Granted | $ / shares | 14.76 |
Weighted average grant-date fair value, Vested | $ / shares | 17.98 |
Weighted average grant-date fair value, Forfeited | $ / shares | 13.80 |
Weighted average grant-date fair value, Non-vested, ending balance | $ / shares | $ 16.03 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 01, 2015 | Dec. 26, 2013 | |
Compensation And Retirement Disclosure [Abstract] | |||
Percent of compensation participants may contribute | 20.00% | ||
Discretionary contributions | $ 1.3 | $ 1 | $ 1 |
Commitments And Contingencies69
Commitments And Contingencies (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 01, 2015 | Dec. 26, 2013 | |
Other Commitments [Line Items] | |||
Total lease expense | $ 2,300,000 | $ 2,200,000 | $ 2,300,000 |
Maximum potential payment | 38,300,000 | ||
Carrying amount of minimum revenue guarantees | $ 0 | $ 0 | |
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 |
Commitments And Contingencies70
Commitments And Contingencies (Schedule Of Minimum Lease Payments Under Noncancelable Operating Leases) (Details) $ in Millions | Dec. 31, 2015USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,016 | $ 2.7 |
2,017 | 2.1 |
2,018 | 1.8 |
2,019 | 1.8 |
2,020 | 1.7 |
Thereafter | 1 |
Total | $ 11.1 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Jan. 01, 2015 | Dec. 26, 2013 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Other investments | $ 5.4 | $ 2.5 | |
Promissory notes receivable from founding members | $ 25 | ||
Founding Members [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Promissory notes receivable from founding members | $ 16.7 | $ 8.3 |
Fair Value Measurements (Estima
Fair Value Measurements (Estimated Fair Values Of Company's Financial Instruments) (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Jan. 01, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt Instrument, Carrying Value | $ 936 | $ 892 | |
Term Loans [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt Instrument, Carrying Value | [1] | 270 | 270 |
Debt Instrument, Fair Value | [2] | 269.3 | 257.9 |
Senior Unsecured Notes [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt Instrument, Carrying Value | 200 | 200 | |
Debt Instrument, Fair Value | [2] | 208.4 | 210.8 |
Senior Secured Notes [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt Instrument, Carrying Value | 400 | 400 | |
Debt Instrument, Fair Value | [2] | $ 414.5 | $ 400.8 |
[1] | The interest rates on the revolving credit facility and term loan are described below. | ||
[2] | 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. |
Derivative Instruments And He73
Derivative Instruments And Hedging Activities (Narrative) (Details) - USD ($) | Dec. 31, 2015 | Jan. 01, 2015 |
Derivative [Line Items] | ||
Derivative asset | $ 0 | $ 0 |
Derivative liability | 0 | 0 |
Amounts outstanding related to discontinued cash flow hedges | 0 | |
Term Loans [Member] | ||
Derivative [Line Items] | ||
Debt instrument face amount | $ 270,000,000 | $ 270,000,000 |
Derivative Instruments And He74
Derivative Instruments And Hedging Activities (Schedule Of Changes in AOCI By Component) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 01, 2015 | Dec. 26, 2013 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |||
Balance at beginning of period | $ (1.6) | $ (11.6) | $ (21.9) |
Amortization on discontinued cash flow hedges | 1.6 | 10 | 10.3 |
Total amounts reclassified from AOCI | 1.6 | 10 | 10.3 |
Net other comprehensive income | 1.6 | 10 | 10.3 |
Balance at end of period | $ 0 | $ (1.6) | $ (11.6) |
Segment Reporting (Narrative) (
Segment Reporting (Narrative) (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 01, 2015 | Dec. 26, 2013 | |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Advertising [Member] | |||
Segment Reporting Information [Line Items] | |||
Percentage of revenue | 100.00% | 100.00% | 92.10% |
Segment Reporting (Schedule Of
Segment Reporting (Schedule Of Segment Operating Income) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Oct. 01, 2015 | Jul. 02, 2015 | Apr. 02, 2015 | Dec. 29, 2014 | Sep. 29, 2014 | Jun. 29, 2014 | Mar. 29, 2014 | Dec. 31, 2015 | Jan. 01, 2015 | Dec. 26, 2013 | ||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | $ 136.4 | $ 111.7 | $ 121.5 | $ 76.9 | $ 123.1 | $ 100.8 | $ 99.9 | $ 70.2 | $ 446.5 | $ 394 | $ 462.8 | |
Operating costs | 121.1 | 115.3 | 142.6 | |||||||||
Selling and marketing costs | 72.3 | 57.6 | 61.5 | |||||||||
Administrative and other costs | 38.6 | 29.5 | 30.1 | |||||||||
Merger termination fee and related merger costs | 41.8 | |||||||||||
Depreciation and amortization | 32.2 | 32.4 | 26.6 | |||||||||
Interest and other non-operating costs | 52.9 | 62.1 | 38.4 | |||||||||
INCOME BEFORE INCOME TAXES | 87.6 | 97.1 | 163.6 | |||||||||
Advertising [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 446.5 | 394 | 426.3 | |||||||||
Operating costs | 103.3 | 97 | 98.4 | |||||||||
Selling and marketing costs | 66.8 | 54.8 | 56.1 | |||||||||
Administrative and other costs | 3.5 | 2.8 | 2.9 | |||||||||
INCOME BEFORE INCOME TAXES | 272.9 | 239.4 | 268.9 | |||||||||
Fathom Events [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | [1] | 36.5 | ||||||||||
Operating costs | [1] | 25.5 | ||||||||||
Selling and marketing costs | [1] | 3.6 | ||||||||||
Administrative and other costs | [1] | 0.9 | ||||||||||
INCOME BEFORE INCOME TAXES | [1] | 6.5 | ||||||||||
Network, Administrative And Unallocated Costs [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Operating costs | 17.8 | 18.3 | 18.7 | |||||||||
Selling and marketing costs | 5.5 | 2.8 | 1.8 | |||||||||
Administrative and other costs | 35.1 | 26.7 | 26.3 | |||||||||
Merger termination fee and related merger costs | 41.8 | |||||||||||
Depreciation and amortization | 32.2 | 32.4 | 26.6 | |||||||||
Interest and other non-operating costs | 52.9 | 62.1 | 38.4 | |||||||||
INCOME BEFORE INCOME TAXES | $ (185.3) | $ (142.3) | $ (111.8) | |||||||||
[1] | (1) Fathom Events was sold on December 26, 2013 as discussed in Note 7—Related Party Transactions. |
Segment Reporting (Summary Of R
Segment Reporting (Summary Of Revenue By Category) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Oct. 01, 2015 | Jul. 02, 2015 | Apr. 02, 2015 | Dec. 29, 2014 | Sep. 29, 2014 | Jun. 29, 2014 | Mar. 29, 2014 | Dec. 31, 2015 | Jan. 01, 2015 | Dec. 26, 2013 | ||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | $ 136.4 | $ 111.7 | $ 121.5 | $ 76.9 | $ 123.1 | $ 100.8 | $ 99.9 | $ 70.2 | $ 446.5 | $ 394 | $ 462.8 | |
National Advertising Revenue [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 309.5 | 258.8 | 295 | |||||||||
Local Advertising Revenue [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 107 | 96.8 | 89.9 | |||||||||
Founding Member Advertising Revenue From Beverage Concessionaire Agreements [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | $ 30 | $ 38.4 | 41.4 | |||||||||
Fathom Consumer Revenue [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | [1] | 34.4 | ||||||||||
Fathom Business Revenue [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | [1] | $ 2.1 | ||||||||||
[1] | (1) Fathom Events was sold on December 26, 2013 as discussed in Note 7—Related Party Transactions. |
Valuation And Qualifying Acco78
Valuation And Qualifying Accounts (Details) - Allowance For Doubtful Accounts [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 01, 2015 | Dec. 26, 2013 | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of period | $ 4.3 | $ 5.7 | $ 4.5 |
Provision for bad debt | 1.9 | (0.1) | 2.1 |
Write-offs, net | (0.6) | (1.3) | (0.9) |
Balance at end of period | $ 5.6 | $ 4.3 | $ 5.7 |
Quarterly Financial Data (Detai
Quarterly Financial Data (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Oct. 01, 2015 | Jul. 02, 2015 | Apr. 02, 2015 | Dec. 29, 2014 | Sep. 29, 2014 | Jun. 29, 2014 | Mar. 29, 2014 | Dec. 31, 2015 | Jan. 01, 2015 | Dec. 26, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 136.4 | $ 111.7 | $ 121.5 | $ 76.9 | $ 123.1 | $ 100.8 | $ 99.9 | $ 70.2 | $ 446.5 | $ 394 | $ 462.8 |
Operating expenses | 74.9 | 63.9 | 66.1 | 101.1 | 61.4 | 58.1 | 57.9 | 57.4 | 306 | 234.8 | 260.8 |
OPERATING INCOME | 61.5 | 47.8 | 55.4 | (24.2) | 61.7 | 42.7 | 42 | 12.8 | 140.5 | 159.2 | 202 |
Net income | $ 49 | $ 34.8 | $ 42.4 | $ (38.7) | $ 45.7 | $ 27 | $ 26.4 | $ (2.8) | $ 87.5 | $ 96.3 | $ 162.9 |