|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) Attributable to Parent
|
|
$2.5m
|
$29.8m
|
$36.1m
|
($65.4m)
|
($48.7m)
|
($28.7m)
|
$705.2m
|
($22.3m)
|
($10.6m)
|
—
|
|
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
($22.3m)
|
($10.6m)
|
—
|
|
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest
|
|
$58.7m
|
$80.2m
|
$86.7m
|
($126.3m)
|
($118.4m)
|
($66.2m)
|
$696.7m
|
($22.3m)
|
—
|
—
|
|
Net Income (Loss) Attributable to Noncontrolling Interest
|
|
$56.2m
|
$50.4m
|
$50.6m
|
($60.9m)
|
($69.7m)
|
($37.5m)
|
($8.5m)
|
$0
|
$0
|
—
|
|
Depreciation and amortization
|
|
$37.6m
|
$39.9m
|
$13.6m
|
$13.1m
|
$10.9m
|
$6.5m
|
—
|
—
|
—
|
—
|
|
Amortization of Debt Issuance Costs
|
|
$2.6m
|
$2.6m
|
$2.6m
|
$2.5m
|
$4.1m
|
$8.9m
|
$3.4m
|
$800k
|
$400k
|
$400k
|
|
Amortization of Intangible Assets
|
|
$26.5m
|
$27.3m
|
$26.7m
|
$24.6m
|
$24.7m
|
$25.0m
|
$22.4m
|
$37.8m
|
$33.3m
|
—
|
|
Depreciation
|
|
$10.9m
|
$12.6m
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
Depreciation, Nonproduction
|
|
—
|
—
|
—
|
—
|
—
|
—
|
$3.1m
|
$4.6m
|
$4.6m
|
—
|
|
Depreciation expense
|
|
$11.0m
|
$12.6m
|
$13.6m
|
$13.1m
|
$10.9m
|
$6.5m
|
$3.1m
|
$4.6m
|
—
|
$4.6m
|
|
Amortization expense
|
|
$26.6m
|
$27.3m
|
$26.7m
|
$24.6m
|
$24.7m
|
$25.0m
|
$22.4m
|
$37.8m
|
—
|
$33.3m
|
|
Deferred Income Tax Expense (Benefit)
|
|
$130.6m
|
$23.3m
|
$12.1m
|
$162.4m
|
$0
|
—
|
—
|
$0
|
$0
|
—
|
|
Share-based Payment Arrangement, Noncash Expense
|
|
$11.2m
|
$7.8m
|
$5.5m
|
$2.2m
|
$8.1m
|
$7.1m
|
$4.5m
|
$12.2m
|
$9.3m
|
—
|
|
Payment, Tax Withholding, Share-based Payment Arrangement
|
|
$4.7m
|
$2.4m
|
$1.3m
|
$1.0m
|
$2.0m
|
$200k
|
$0
|
—
|
—
|
—
|
|
Share-based Payment Arrangement, Expense
|
|
$11.2m
|
$7.8m
|
$5.5m
|
$2.2m
|
$8.1m
|
$7.1m
|
$4.5m
|
$12.2m
|
$9.3m
|
—
|
|
Impairment of Intangible Assets (Excluding Goodwill)
|
|
—
|
—
|
$0
|
$0
|
$0
|
$0
|
—
|
—
|
—
|
—
|
|
Non-cash share-based compensation
|
|
$11.2m
|
$7.8m
|
$5.5m
|
$2.2m
|
$8.1m
|
$7.1m
|
$4.5m
|
$12.2m
|
—
|
$9.3m
|
|
Gain (Loss) on Disposition of Assets
|
|
—
|
—
|
—
|
—
|
—
|
—
|
($300k)
|
—
|
—
|
—
|
|
Gain (Loss) on Disposition of Property Plant Equipment
|
|
—
|
—
|
—
|
—
|
—
|
—
|
($300k)
|
—
|
—
|
—
|
|
Gain (Loss) on Extinguishment of Debt
|
|
—
|
($700k)
|
($5.6m)
|
($400k)
|
($1.2m)
|
$6
|
—
|
—
|
($1.8m)
|
—
|
|
Income Tax Expense (Benefit)
|
|
$129.0m
|
$23.5m
|
$12.4m
|
$162.2m
|
$0
|
$0
|
$0
|
$200k
|
$0
|
—
|
|
Other Nonoperating Income (Expense)
|
|
$300k
|
$200k
|
$400k
|
($200k)
|
$0
|
$700k
|
$300k
|
$1.3m
|
$600k
|
—
|
|
Proceeds received from equity method investment
|
|
—
|
—
|
—
|
—
|
—
|
—
|
$600k
|
$1.2m
|
—
|
$0
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional Financial Items
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in Accounts Receivable
|
|
$100k
|
($10.7m)
|
$20.9m
|
($158.0m)
|
$36.8m
|
$40.0m
|
($36.3m)
|
($10.6m)
|
$8.9m
|
—
|
|
Accretion Expense
|
|
$18.5m
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
Deconsolidation, Gain (Loss), Amount
|
|
—
|
—
|
—
|
—
|
—
|
—
|
$557.7m
|
$0
|
$0
|
—
|
|
Gain (Loss) on Termination of Lease
|
|
($1.8m)
|
($1.8m)
|
($1.8m)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
General and Administrative Expense
|
|
$37.9m
|
$48.3m
|
$43.8m
|
$30.9m
|
$36.0m
|
$44.3m
|
$57.3m
|
$50.7m
|
$46.1m
|
—
|
|
Goodwill
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
$500k
|
—
|
|
Nonoperating Income (Expense)
|
|
$33.8m
|
($50.6m)
|
($62.2m)
|
$96.9m
|
($49.8m)
|
($73.1m)
|
$724.0m
|
($2.6m)
|
$3.3m
|
—
|
|
Proceeds from Stock Options Exercised
|
|
$600k
|
$0
|
$0
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
Consolidated net (loss) income
|
|
$58.7m
|
$80.2m
|
$86.7m
|
($126.3m)
|
—
|
($66.2m)
|
$696.7m
|
($22.3m)
|
—
|
($10.6m)
|
|
Non-cash (gain) loss on re-measurement of the TRA payable
|
|
($103.6m)
|
($3.8m)
|
$1.1m
|
($152.7m)
|
($16.1m)
|
$2.2m
|
$9.3m
|
$4.6m
|
—
|
($3.7m)
|
|
Non-cash consideration received for advertising services
|
|
—
|
—
|
—
|
—
|
—
|
—
|
$0
|
$0
|
—
|
($2.3m)
|
|
Gain on deconsolidation of affiliate
|
|
—
|
—
|
—
|
—
|
—
|
$0
|
($557.7m)
|
$0
|
—
|
$0
|
|
Gain on re-measurement of NCM LLC
|
|
—
|
—
|
—
|
—
|
—
|
$0
|
($35.5m)
|
$0
|
—
|
$0
|
|
Gain on reconsolidation of NCM LLC
|
|
—
|
—
|
—
|
—
|
—
|
—
|
($167.8m)
|
$0
|
—
|
$0
|
|
Other
|
|
($300k)
|
($500k)
|
($1.0m)
|
$100k
|
$200k
|
($400k)
|
($400k)
|
($500k)
|
—
|
$1.8m
|
|
ESA Party integration and encumbered theater payments
|
|
—
|
—
|
—
|
—
|
—
|
—
|
$5.0m
|
$1.2m
|
—
|
$700k
|
|
Payments to the ESA Parties under the tax receivable agreement
|
|
—
|
—
|
—
|
—
|
—
|
—
|
$0
|
$0
|
—
|
($1.3m)
|
|
Receivables, net
|
|
($100k)
|
$10.7m
|
($20.9m)
|
$158.0m
|
($36.8m)
|
($40.0m)
|
$36.3m
|
$10.6m
|
—
|
($8.9m)
|
|
Accounts payable and accrued expenses
|
|
$1.7m
|
$4.8m
|
$3.6m
|
($18.5m)
|
$2.3m
|
$14.2m
|
($2.7m)
|
($100k)
|
—
|
($3.3m)
|
|
Amounts due to ESA Parties, net
|
|
—
|
—
|
—
|
—
|
—
|
$1.0m
|
($4.2m)
|
$2.5m
|
—
|
$2.8m
|
|
Deferred revenue
|
|
($3.1m)
|
$200k
|
$300k
|
($2.5m)
|
$7.5m
|
($4.8m)
|
($5.4m)
|
$13.2m
|
—
|
($14.6m)
|
|
Prepaid expenses
|
|
—
|
—
|
—
|
—
|
—
|
$0
|
($11.0m)
|
($4.9m)
|
—
|
$500k
|
|
Other, net
|
|
$1.9m
|
$1.7m
|
($2.6m)
|
$2.5m
|
$2.7m
|
$2.4m
|
($2.0m)
|
$600k
|
—
|
($600k)
|
|
Purchase of a business
|
|
—
|
—
|
—
|
—
|
—
|
—
|
$0
|
$0
|
—
|
($7.5m)
|
|
Cash contributed upon reconsolidation
|
|
—
|
—
|
—
|
—
|
—
|
$0
|
$15.5m
|
$0
|
—
|
$0
|
|
Repayments of term loan facilities
|
|
—
|
—
|
—
|
—
|
$0
|
($19.8m)
|
$800k
|
$0
|
—
|
($20.0m)
|
|
Proceeds from term loan facilities
|
|
—
|
—
|
—
|
—
|
—
|
—
|
$0
|
$0
|
—
|
$22.0m
|
|
Purchase of an intangible asset with NCM LLC equity
|
|
$201.8m
|
$15.9m
|
$7.6m
|
$10.5m
|
$14.1m
|
$10.4m
|
$0
|
$700k
|
—
|
$0
|
|
Issuance of shares upon the reconsolidation of NCM LLC
|
|
—
|
—
|
—
|
—
|
—
|
—
|
$245.3m
|
$0
|
—
|
$0
|
|
Fair value of NCM LLC net assets reconsolidated, net of cash
|
|
($200k)
|
$0
|
—
|
—
|
—
|
—
|
$433.8m
|
$0
|
—
|
$0
|
|
Purchase of subsidiary equity with NCM, Inc. equity
|
|
$84.9m
|
—
|
—
|
—
|
—
|
—
|
$2.6m
|
$0
|
—
|
$0
|
|
Accrued purchases of property and equipment
|
|
$400k
|
$1.1m
|
$400k
|
$1.2m
|
$0
|
$800k
|
$800k
|
$100k
|
—
|
$0
|
|
Right of use assets obtained in exchange for lease liabilities
|
|
—
|
—
|
—
|
—
|
—
|
—
|
$0
|
$9.1m
|
—
|
$0
|
|
Cost method investment obtained in exchange for advertising inventory
|
|
$84.9m
|
$0
|
$1.7m
|
$0
|
$0
|
$12.4m
|
$0
|
$2.0m
|
—
|
$2.3m
|
|
Cash payments for income taxes
|
|
($1.7m)
|
$300k
|
$100k
|
$500k
|
($100k)
|
$100k
|
$0
|
$78k
|
—
|
$13k
|
|
Net Cash Provided by (Used in) Operating Activities
|
|
$138.9m
|
$150.3m
|
$143.6m
|
$55.3m
|
($95.2m)
|
($47.3m)
|
$800k
|
$60.3m
|
$8.4m
|
$8.4m
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments to Acquire Property, Plant, and Equipment
|
|
$11.6m
|
$14.2m
|
$14.0m
|
$8.0m
|
$5.7m
|
$2.9m
|
$3.3m
|
$5.8m
|
$5.6m
|
($5.6m)
|
|
Purchase of strategic investments
|
|
—
|
—
|
—
|
—
|
—
|
—
|
$0
|
($1.0m)
|
—
|
($2.0m)
|
|
Payments for (Proceeds from) Other Investing Activities
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
$300k
|
—
|
|
Other cash flows from investing activities, net
|
|
—
|
—
|
—
|
—
|
—
|
—
|
$1.3m
|
($100k)
|
—
|
($300k)
|
|
Net cash (used in) provided by investing activities
|
|
$8.5m
|
($16.1m)
|
$1.6m
|
$15.6m
|
($5.4m)
|
($400k)
|
$32.6m
|
($5.7m)
|
—
|
($15.4m)
|
|
Net Cash Provided by (Used in) Investing Activities
|
|
—
|
—
|
—
|
—
|
($5.4m)
|
($400k)
|
—
|
($5.7m)
|
($15.4m)
|
—
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment of debt issuance costs
|
|
$0
|
($6.9m)
|
($4.6m)
|
($1.3m)
|
($7.3m)
|
($7.0m)
|
($1.2m)
|
$0
|
—
|
($1.5m)
|
|
Repayments of Long-term Debt
|
|
—
|
$14.2m
|
—
|
—
|
—
|
—
|
$0
|
—
|
—
|
—
|
|
Payments for Repurchase of Common Stock
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
$13.1m
|
$22.0m
|
—
|
|
Payments of Ordinary Dividends, Common Stock
|
|
$59
|
$54
|
$54
|
$32
|
$17
|
$10
|
$0
|
$0
|
$11
|
—
|
|
Purchases of NCM, Inc.'s common stock
|
|
—
|
—
|
—
|
—
|
—
|
—
|
$0
|
($13.1m)
|
—
|
($22.0m)
|
|
Payment of dividends
|
|
($59)
|
($54)
|
($54)
|
($32)
|
($17)
|
($10)
|
($0)
|
($0)
|
—
|
($11)
|
|
Increase in dividend equivalent accrual not requiring cash in the period
|
|
($1.0m)
|
($1.4m)
|
$100k
|
($100k)
|
$900k
|
—
|
$0
|
$0
|
—
|
$200k
|
|
Proceeds from (Payments for) Other Financing Activities
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
($600k)
|
—
|
|
Other cash flows from financing activities
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
($700k)
|
—
|
($600k)
|
|
Net Cash Provided by (Used in) Financing Activities
|
|
($140.2m)
|
($123.0m)
|
($130.7m)
|
$53.5m
|
$21.5m
|
$10.3m
|
($52.1m)
|
($14.1m)
|
($33.5m)
|
($33.5m)
|
|
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect
|
|
—
|
$11.2m
|
$14.5m
|
$124.4m
|
($79.1m)
|
($37.4m)
|
($26.2m)
|
$40.5m
|
($40.5m)
|
—
|
|
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents
|
|
—
|
$41.4m
|
$55.9m
|
$180.3m
|
$101.2m
|
$63.8m
|
$37.6m
|
$78.1m
|
$37.6m
|
—
|
|
Cash, cash equivalents and restricted cash reconsolidated
|
|
—
|
—
|
—
|
—
|
—
|
$0
|
$49.5m
|
$0
|
—
|
$0
|
|
Removal of cash, cash equivalents and restricted cash of unconsolidated affiliate
|
|
—
|
—
|
—
|
—
|
—
|
$0
|
($49.6m)
|
$0
|
—
|
$0
|
|
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
|
$7.2m
|
$11.2m
|
$14.5m
|
$124.4m
|
($79.1m)
|
($37.4m)
|
($26.2m)
|
$40.5m
|
|
($40.5m)
|
|
Cash, cash equivalents and restricted cash at beginning of period
|
|
$30.2m
|
$41.4m
|
$55.9m
|
$180.3m
|
$101.2m
|
$63.8m
|
$37.6m
|
$78.1m
|
—
|
$37.6m
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Paid, Excluding Capitalized Interest, Operating Activities
|
|
$49.9m
|
$54.1m
|
$54.3m
|
$54.6m
|
$58.6m
|
$66.5m
|
$12.5m
|
$900k
|
$200k
|
$200k
|
|
Income Taxes Paid, Net
|
|
($1.7m)
|
$300k
|
$100k
|
$500k
|
($100k)
|
$100k
|
$0
|
$78k
|
$13k
|
—
|