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OTHER INVESTMENTS
12 Months Ended
Dec. 31, 2022
Financial Support for Nonconsolidated Legal Entity [Abstract]  
OTHER INVESTMENTS
10.
OTHER INVESTMENTS

Below is a summary of activity for each of the Company’s other investments for the periods indicated:

 

 

DCIP

 

 

AC JV,
LLC

 

 

DCDC

 

 

FE Concepts

 

 

Other (1)

 

 

Total

 

Balance at January 1, 2020

 

$

124.7

 

 

$

5.0

 

 

$

3.2

 

 

$

19.5

 

 

$

2.9

 

 

$

155.3

 

Equity in loss

 

 

(24.6

)

 

 

(1.3

)

 

 

(1.0

)

 

 

(1.2

)

 

 

 

 

 

(28.1

)

Cash contributions

 

 

0.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.1

 

Cash distributions received

 

 

(10.4

)

 

 

 

 

 

(0.9

)

 

 

 

 

 

 

 

 

(11.3

)

Non-cash distribution received (2)

 

 

(89.8

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(89.8

)

Other (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2.4

)

 

 

(2.4

)

Balance at December 31, 2020

 

 

 

 

 

3.7

 

 

 

1.3

 

 

 

18.3

 

 

 

0.5

 

 

 

23.8

 

Equity in income

 

 

 

 

 

 

 

 

0.5

 

 

 

1.0

 

 

 

 

 

 

1.5

 

Other (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.1

)

 

 

(0.1

)

Balance at December 31, 2021

 

$

 

 

$

3.7

 

 

$

1.8

 

 

$

19.3

 

 

$

0.4

 

 

$

25.2

 

Equity in income

 

 

 

 

 

3.4

 

 

 

 

 

 

1.2

 

 

 

 

 

 

4.6

 

Cash distributions received

 

 

 

 

 

(2.9

)

 

 

 

 

 

(4.0

)

 

 

 

 

 

(6.9

)

Other (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.3

)

 

 

(0.3

)

Balance at December 31, 2022

 

$

 

 

$

4.2

 

 

$

1.8

 

 

$

16.5

 

 

$

0.1

 

 

$

22.6

 

(1)
Consists primarily of mark-to-market adjustment on an investment in marketable securities.
(2)
Consists of projectors distributed to the Company from DCIP as discussed below.
(3)
Consists primarily of the impairment of a cost method investment in the year ended December 31, 2020 and mark-to-market adjustment on an investment in marketable securities.

Digital Cinema Implementation Partners LLC (“DCIP”)

On February 12, 2007, the Company, AMC and Regal (the “Exhibitors”) entered into a joint venture known as DCIP to facilitate the implementation of digital cinema in the Company’s theatres and to establish agreements with major motion picture studios for the financing of digital cinema. DCIP also entered into long-term Digital Cinema Deployment Agreements (“DCDAs”) with six major motion picture studios pursuant to which Kasima LLC, one of DCIP’s subsidiaries, received a virtual print fee ("VPF") each time the studio booked a film or certain other content on the leased digital projection systems. The DCDAs were set to end on the earlier of (i) the tenth anniversary of the "mean deployment date" for all digital projection systems scheduled to be deployed over a period of up to five years, or (ii) the date DCIP achieves "cost recoupment", each as defined in the DCDAs. Cost recoupment occurred when revenues attributable to the digital projection systems exceed the financing, deployment, administration and other costs associated with the purchase of the digital projection systems. The DCDA’s expired in October 2021. Pursuant to the operating agreement between the Exhibitors and DCIP, DCIP began to distribute excess cash generated from their operations to the Exhibitors during 2019. As the DCDA’s have expired and the MELA (as defined below) between the Company and Kasima has been terminated, as discussed below, DCIP and its subsidiaries no longer have regular operations, and a final distribution of $3.7 was made to the Company in July 2022.

Below is summary financial information for DCIP as of and for the periods indicated:

 

 

Year Ended December 31,

 

 

 

2020

 

 

2021

 

 

2022 (1)

 

Revenue

 

$

30.6

 

 

$

54.4

 

 

$

1.0

 

Operating income (loss)

 

$

(105.7

)

 

$

43.1

 

 

$

(0.9

)

Net income (loss)

 

$

(114.2

)

 

$

45.3

 

 

$

(1.1

)

 

 

 

 

As of

 

 

 

December 31, 2021

 

 

December 31, 2022 (1)

 

Current assets

 

$

22.9

 

 

$

0.3

 

Current liabilities

 

$

11.6

 

 

$

 

Members' equity (deficit)

 

$

11.3

 

 

$

0.3

 

(1) DCIP ceased operations at the end of the second quarter of 2022.

Distribution of Digital Projectors from DCIP

Through October 31, 2020, the Company leased digital projection systems under a master equipment lease agreement (“MELA”) with Kasima. The Company amended this MELA effective November 1, 2020, which resulted in the termination of the MELA and a lease termination fee paid by the Company through October 2021. Upon termination of the MELA, DCIP distributed the digital projection equipment to the Company.

The Company accounted for the lease termination and projector distribution during the year ended December 31, 2020 as follows:

The Company wrote off the operating lease right of use assets and lease liabilities of $7.5 and $14.1, respectively, and recorded a gain of $6.6 in gain (loss) on sale of assets and other.
The Company recorded a lease termination liability of $4.2 and a corresponding loss in gain (loss) on sale of assets and other. The lease termination payments were paid in full during the year ended December 31, 2021.
The Company recorded the fair value of the projectors received from DCIP of $102.7 as equipment, with a corresponding reduction in its investment in DCIP of $89.8 and a $12.9 non-cash distribution reflected in non-cash distributions from DCIP on each of Holdings’ and CUSA’s consolidated statements of loss.

In accordance with ASC 323-10-35, since the non-cash distribution exceeded the book value of its investment in DCIP, the Company suspended equity method accounting.

Cash distributions prior to the suspension of equity method accounting were recorded as a reduction of the Company's investment in DCIP during the year ended December 31, 2020. Additional distributions received after the suspension of equity method accounting were recorded as cash distributions from DCIP on each of Holdings’ and CUSA’s consolidated statement of loss for the year ended December 31, 2021. The investment in DCIP on the consolidated balance sheets of Holdings’ and CUSA as of December 31, 2021 and 2022 was $0. DCIP ceased operations at the end of the second quarter of 2022.

Summary of DCIP Transactions

In addition to the activity presented in the other investments table above, the Company had the following transactions with DCIP during the periods indicated:

 

 

Year Ended December 31,

 

 

 

2020

 

 

2021

 

 

2022

 

Equipment lease payments (1)(2)

 

$

1.7

 

 

$

 

 

$

 

Warranty reimbursements from DCIP (2)

 

$

(7.0

)

 

$

(0.8

)

 

$

 

Management services fees (2)

 

$

0.2

 

 

$

 

 

$

 

Cash distributions from DCIP (3)

 

$

10.4

 

 

$

13.1

 

 

$

3.7

 

Non-cash distributions from DCIP (4)

 

$

12.9

 

 

$

 

 

$

 

(1)
Excludes lease termination payments of $0.7 and $3.9 made during the years ended December 31, 2020 and 2021, respectively. See discussion of MELA termination at Distribution of Digital Projectors above.
(2)
Amounts reflected in utilities and other costs on the consolidated statements of loss of Holdings and CUSA.
(3)
Recorded as a reduction in the Company's investment in DCIP for the year ended December 31, 2020. Recorded in cash distributions from DCIP on the consolidated statements of loss of Holdings and CUSA for the years ended December 31, 2021 and 2022. See discussion at Distribution of Projectors from DCIP above.
(4)
Recorded as non-cash distributions from DCIP on each of Holdings’ and CUSA’s consolidated statements loss. See discussion at Distribution of Projectors from DCIP above.

AC JV, LLC

During December 2013, the Company, Regal, AMC (the “AC Founding Members”) and NCM entered into a series of agreements that resulted in the formation of AC JV, LLC (“AC”), a joint venture that owns “Fathom Events” (consisting of Fathom Events and Fathom Consumer Events) formerly operated by NCM. The Fathom Events business focuses on the marketing and distribution of live and pre-recorded entertainment programming to various theatre

operators to provide additional programs to augment their feature film schedule. The Company paid event fees to AC of $3.7, $6.2 and $13.3 for the years ended December 31, 2020, 2021 and 2022, respectively, which are included in film rentals and advertising costs on the consolidated statements of loss of Holdings and CUSA. Also, the Company received cash distributions of $2.9 during the year ended December 31, 2022, which were recorded as a reduction in the Company’s investment in AC. The Company accounts for its investment in AC under the equity method of accounting.

Digital Cinema Distribution Coalition

The Company is a party to a joint venture with certain exhibitors and distributors called Digital Cinema Distribution Coalition (“DCDC”). DCDC operates a satellite distribution network that distributes all digital content to U.S. theatres via satellite. The Company has an approximate 14.6% ownership in DCDC. The Company paid approximately $0.4, $0.6 and $0.5 to DCDC during the years ended December 31, 2020, 2021 and 2022, respectively, related to content delivery services, which is included in film rentals and advertising costs on the consolidated statements loss of Holdings and CUSA. The Company accounts for its investment in DCDC under the equity method of accounting.

FE Concepts, LLC

During April 2018, the Company, through its wholly-owned indirect subsidiary CNMK Texas Properties, LLC (“CNMK”), formed a joint venture, FE Concepts, LLC (“FE Concepts”) with AWSR Investments, LLC (“AWSR”), an entity owned by Lee Roy Mitchell and Tandy Mitchell. In December of 2019, FE Concepts opened a family entertainment center that offers bowling, gaming, movies and other amenities. The Company and AWSR each invested approximately $20 and each have a 50% voting interest in FE Concepts. The Company accounts for its investment in FE Concepts under the equity method of accounting. The Company has a theatre services agreement with FE Concepts under which it receives service fees for providing film booking and equipment monitoring services for the facility. The Company recorded $0, $0.1 and $0.1 of related service fees during the years ended December 31, 2020, 2021 and 2022, respectively. During the year ended December 31, 2022, the Company received cash distributions of $4.0 from FE Concepts. The cash distributions received were recorded as a reduction of the Company’s investment in FE Concepts.

Additional Considerations

Each of these equity investees were adversely impacted by the COVID-19 pandemic. However, their performance has generally recovered in line with the exhibition industry. The Company performed a qualitative impairment analysis for these equity investments during the fourth quarter of 2020, 2021 and 2022. Based on the analysis performed, no impairment was recorded for the years ended December 31, 2020, 2021 and 2022