Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 01, 2018 | Jun. 30, 2017 | |
Entity Registrant Name | REGAL ENTERTAINMENT GROUP | ||
Entity Central Index Key | 1,168,696 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 2,297,118,163 | ||
Entity Common Stock, Shares Outstanding (in shares) | 1,000 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 228.8 | $ 246.5 |
Trade and other receivables, net | 184 | 155.1 |
Inventories | 22.9 | 20.9 |
Prepaid expenses and other current assets | 27.6 | 24.4 |
TOTAL CURRENT ASSETS | 463.3 | 446.9 |
PROPERTY AND EQUIPMENT: | ||
Land | 154.8 | 131.2 |
Buildings and leasehold improvements | 2,478.7 | 2,319.7 |
Equipment | 1,083.4 | 1,065.7 |
Construction in progress | 34.8 | 20.2 |
Total property and equipment | 3,751.7 | 3,536.8 |
Accumulated depreciation and amortization | (2,238.5) | (2,146.7) |
TOTAL PROPERTY AND EQUIPMENT, NET | 1,513.2 | 1,390.1 |
GOODWILL | 345.8 | 327 |
INTANGIBLE ASSETS, NET | 43.6 | 46 |
DEFERRED INCOME TAX ASSET | 54.5 | 56.3 |
OTHER NON-CURRENT ASSETS | 422.5 | 379.4 |
TOTAL ASSETS | 2,842.9 | 2,645.7 |
CURRENT LIABILITIES: | ||
Current portion of debt obligations | 26.6 | 25.5 |
Accounts payable | 232.2 | 194.8 |
Accrued expenses | 73.8 | 70.7 |
Deferred revenue | 186.2 | 192.7 |
Income taxes payable | 2.7 | 6.4 |
Other current liabilities | 39.9 | 31.2 |
TOTAL CURRENT LIABILITIES | 561.4 | 521.3 |
LONG-TERM DEBT, LESS CURRENT PORTION | 2,339.4 | 2,197.1 |
LEASE FINANCING ARRANGEMENTS, LESS CURRENT PORTION | 74.5 | 84.8 |
CAPITAL LEASE OBLIGATIONS, LESS CURRENT PORTION | 6.7 | 6.9 |
NON-CURRENT DEFERRED REVENUE | 404.6 | 412.3 |
OTHER NON-CURRENT LIABILITIES | 312.1 | 262.2 |
TOTAL LIABILITIES | 3,698.7 | 3,484.6 |
COMMITMENTS AND CONTINGENCIES | ||
DEFICIT: | ||
Preferred stock, $0.001 par value; 50,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital (deficit) | (929.4) | (934.4) |
Retained earnings | 70.9 | 96.5 |
Accumulated other comprehensive income (loss), net | 2.5 | (1.3) |
TOTAL STOCKHOLDERS' DEFICIT OF REGAL ENTERTAINMENT GROUP | (855.9) | (839.1) |
Noncontrolling interest | 0.1 | 0.2 |
TOTAL DEFICIT | (855.8) | (838.9) |
TOTAL LIABILITIES AND DEFICIT | 2,842.9 | 2,645.7 |
Class A | ||
DEFICIT: | ||
Common stock | 0.1 | 0.1 |
Class B | ||
DEFICIT: | ||
Common stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2002 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Class A | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | |
Common stock, shares issued (in shares) | 133,306,994 | 133,080,279 | 18,000,000 |
Common stock, shares outstanding (in shares) | 133,306,994 | 133,080,279 | |
Class B | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | |
Common stock, shares issued (in shares) | 23,708,639 | 23,708,639 | |
Common stock, shares outstanding (in shares) | 23,708,639 | 23,708,639 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
REVENUES: | |||
Admissions | $ 2,008.1 | $ 2,061.7 | $ 2,038.2 |
Concessions | 930.2 | 932.6 | 901.7 |
Other operating revenues | 224.7 | 202.8 | 187.4 |
TOTAL REVENUES | 3,163 | 3,197.1 | 3,127.3 |
OPERATING EXPENSES: | |||
Film rental and advertising costs | 1,067.8 | 1,107.3 | 1,093.1 |
Cost of concessions | 123.8 | 119.5 | 114.4 |
Rent expense | 426.8 | 427.6 | 421.5 |
Other operating expenses | 912.6 | 883.2 | 863.7 |
General and administrative expenses (including share-based compensation of $9.2, $8.8 and $8.3 for the years ended December 31, 2017, December 31, 2016 and December 31, 2015, respectively) | 86.6 | 84.6 | 78.8 |
Depreciation and amortization | 249.7 | 230.7 | 216.8 |
Net loss on disposal and impairment of operating assets and other | 24 | 4.8 | 19.7 |
TOTAL OPERATING EXPENSES | 2,891.3 | 2,857.7 | 2,808 |
INCOME FROM OPERATIONS | 271.7 | 339.4 | 319.3 |
OTHER EXPENSE (INCOME): | |||
Interest expense, net | 125.1 | 128.1 | 129.6 |
Loss on extinguishment of debt | 1.3 | 2.9 | 5.7 |
Earnings recognized from NCM | (24.1) | (29.4) | (31) |
Gain on sale of Open Road Films investment | (17.8) | 0 | 0 |
Equity in income of non-consolidated entities and other, net | (39.2) | (43.9) | (38.3) |
Merger related expenses | 12.5 | 0 | 0 |
TOTAL OTHER EXPENSE, NET | 57.8 | 57.7 | 66 |
INCOME BEFORE INCOME TAXES | 213.9 | 281.7 | 253.3 |
PROVISION FOR INCOME TAXES | 101.6 | 111.2 | 100.1 |
NET INCOME | 112.3 | 170.5 | 153.2 |
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST, NET OF TAX | 0 | (0.1) | 0.2 |
NET INCOME ATTRIBUTABLE TO CONTROLLING INTEREST | $ 112.3 | $ 170.4 | $ 153.4 |
EARNINGS PER SHARE OF CLASS A AND CLASS B COMMON STOCK (NOTE 12): | |||
Basic (in dollars per share) | $ 0.72 | $ 1.09 | $ 0.99 |
Diluted (in dollars per share) | $ 0.72 | $ 1.09 | $ 0.98 |
AVERAGE SHARES OUTSTANDING (in thousands): | |||
Basic (in shares) | 156,336 | 155,995 | 155,680 |
Diluted (in shares) | 156,986 | 156,804 | 156,511 |
DIVIDENDS DECLARED PER COMMON SHARE (in dollars per share) | $ 0.88 | $ 0.88 | $ 0.88 |
CONSOLIDATED STATEMENTS OF INC5
CONSOLIDATED STATEMENTS OF INCOME (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Share-based compensation expense | $ 9.2 | $ 8.8 | $ 8.3 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
NET INCOME | $ 112.3 | $ 170.5 | $ 153.2 |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | |||
Change in fair value of interest rate swap transactions | 2 | (2.3) | (4.3) |
Amounts reclassified to net income from interest rate swaps | 1.6 | 3.6 | 4.5 |
Change in fair value of available for sale securities | 0 | 0 | (0.2) |
Reclassification adjustment for gain on sale of available for sale securities recognized in net income | 0 | (0.5) | 0 |
Change in fair value of equity method investee interest rate swaps | 0.2 | 0 | (0.6) |
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | 3.8 | 0.8 | (0.6) |
TOTAL COMPREHENSIVE INCOME, NET OF TAX | 116.1 | 171.3 | 152.6 |
Comprehensive (income) loss attributable to noncontrolling interest, net of tax | 0 | (0.1) | 0.2 |
COMPREHENSIVE INCOME ATTRIBUTABLE TO CONTROLLING INTEREST, NET OF TAX | $ 116.1 | $ 171.2 | $ 152.8 |
CONSOLIDATED STATEMENTS OF DEFI
CONSOLIDATED STATEMENTS OF DEFICIT - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Increase (Decrease) in Stockholders' Equity | |||
Balances | $ (838.9) | $ (877.6) | $ (897.3) |
Net income attributable to controlling interest | 112.3 | 170.4 | 153.4 |
Other comprehensive income (loss) | 3.8 | 0.8 | (0.6) |
Purchase of noncontrolling interest | (2.6) | ||
Other noncontrolling interest adjustments | (0.1) | (0.2) | |
Share-based compensation expense | 8.6 | 7.9 | 7.7 |
Tax benefits from vesting of restricted stock and other | (3.3) | (2.3) | (0.3) |
Issuance of restricted stock | 0 | 0 | 0 |
Cash dividends declared, $0.88 per share | (138.2) | (138.1) | (137.7) |
Balances | (855.8) | (838.9) | (877.6) |
Class A Common Stock | |||
Increase (Decrease) in Stockholders' Equity | |||
Net income attributable to controlling interest | 95.3 | 144.5 | 130 |
Class B Common Stock | |||
Increase (Decrease) in Stockholders' Equity | |||
Net income attributable to controlling interest | 17 | 25.9 | 23.4 |
Total Stockholders' Deficit of Regal Entertainment Group | |||
Increase (Decrease) in Stockholders' Equity | |||
Balances | (839.1) | (877.8) | (894.8) |
Net income attributable to controlling interest | 112.3 | 170.4 | 153.4 |
Other comprehensive income (loss) | 3.8 | 0.8 | (0.6) |
Purchase of noncontrolling interest | (5.5) | ||
Share-based compensation expense | 8.6 | 7.9 | 7.7 |
Tax benefits from vesting of restricted stock and other | (3.3) | (2.3) | (0.3) |
Issuance of restricted stock | 0 | 0 | 0 |
Cash dividends declared, $0.88 per share | (138.2) | (138.1) | (137.7) |
Balances | $ (855.9) | $ (839.1) | $ (877.8) |
Common stock | Class A Common Stock | |||
Increase (Decrease) in Stockholders' Equity | |||
Balances (in shares) | 133.1 | 132.7 | 132.5 |
Balances | $ 0.1 | $ 0.1 | $ 0.1 |
Tax benefits from vesting of restricted stock and other (in shares) | (0.2) | (0.1) | (0.3) |
Issuance of restricted stock (in shares) | 0.4 | 0.5 | 0.5 |
Issuance of restricted stock | $ 0 | $ 0 | $ 0 |
Balances (in shares) | 133.3 | 133.1 | 132.7 |
Balances | $ 0.1 | $ 0.1 | $ 0.1 |
Common stock | Class B Common Stock | |||
Increase (Decrease) in Stockholders' Equity | |||
Balances (in shares) | 23.7 | 23.7 | 23.7 |
Balances | $ 0 | $ 0 | $ 0 |
Balances (in shares) | 23.7 | 23.7 | 23.7 |
Balances | $ 0 | $ 0 | $ 0 |
Additional Paid-In Capital (Deficit) | |||
Increase (Decrease) in Stockholders' Equity | |||
Balances | (934.4) | (940) | (941.8) |
Purchase of noncontrolling interest | (5.5) | ||
Share-based compensation expense | 8.6 | 7.9 | 7.7 |
Tax benefits from vesting of restricted stock and other | (3.6) | (2.3) | (0.3) |
Cash dividends declared, $0.88 per share | (0.1) | ||
Balances | (929.4) | (934.4) | (940) |
Retained Earnings | |||
Increase (Decrease) in Stockholders' Equity | |||
Balances | 96.5 | 64.2 | 48.4 |
Net income attributable to controlling interest | 112.3 | 170.4 | 153.4 |
Tax benefits from vesting of restricted stock and other | 0.3 | ||
Cash dividends declared, $0.88 per share | (138.2) | (138.1) | (137.6) |
Balances | 70.9 | 96.5 | 64.2 |
Accumulated Other Comprehensive Income (Loss) | |||
Increase (Decrease) in Stockholders' Equity | |||
Balances | (1.3) | (2.1) | (1.5) |
Other comprehensive income (loss) | 3.8 | 0.8 | (0.6) |
Balances | 2.5 | (1.3) | (2.1) |
Noncontrolling Interest | |||
Increase (Decrease) in Stockholders' Equity | |||
Balances | 0.2 | 0.2 | (2.5) |
Purchase of noncontrolling interest | 2.9 | ||
Other noncontrolling interest adjustments | (0.1) | (0.2) | |
Balances | $ 0.1 | $ 0.2 | $ 0.2 |
CONSOLIDATED STATEMENTS OF DEF8
CONSOLIDATED STATEMENTS OF DEFICIT (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Stockholders' Equity [Abstract] | |||
Cash dividends declared (in dollars per share) | $ 0.88 | $ 0.88 | $ 0.88 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
NET INCOME | $ 112.3 | $ 170.5 | $ 153.2 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 249.7 | 230.7 | 216.8 |
Amortization of debt discount | 0.3 | 0.3 | 0.3 |
Amortization of debt acquisition costs | 4.8 | 4.6 | 4.7 |
Share-based compensation expense | 9.2 | 8.8 | 8.3 |
Deferred income tax provision (benefit) | (0.6) | 2.4 | (10.9) |
Net loss on disposal and impairment of operating assets and other | 24 | 14.6 | 19.7 |
Gain on lease termination | 0 | (9.8) | 0 |
Equity in income of non-consolidated entities | (41.2) | (51.4) | (44.6) |
Gain on sale of Open Road Films investment | (17.8) | 0 | 0 |
Proceeds from business interruption insurance claim | 0.3 | 0 | 0 |
Loss on extinguishment of debt | 1.3 | 2.9 | 5.7 |
Gain on sale of available for sale securities | 0 | (1) | 0 |
Non-cash (gain) loss on interest rate swaps | (0.6) | (0.1) | 0.7 |
Non-cash rent income | (7) | (6.3) | (6.2) |
Cash distributions on investments in other non-consolidated entities | 12.3 | 12 | 3.6 |
Excess cash distribution on NCM shares | 15.6 | 13.8 | 15.4 |
Landlord contributions | 91.8 | 75.3 | 32.2 |
Proceeds from litigation settlement | 1.9 | 0 | 0 |
Proceeds from lease termination and other | 0 | 10.6 | 0 |
Changes in operating assets and liabilities, net of effects of acquisitions: | |||
Trade and other receivables | (27.7) | 0 | (19) |
Inventories | (1.3) | 1.5 | (4.7) |
Prepaid expenses and other assets | (3.6) | (2.5) | 1.5 |
Accounts payable | 31.1 | (38.3) | 63.1 |
Income taxes payable | (3.8) | 6.7 | 0.2 |
Deferred revenue | (20.5) | (23.6) | 3.6 |
Accrued expenses and other liabilities | (20.6) | (11.2) | (9.2) |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 409.9 | 410.5 | 434.4 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (250.4) | (214.9) | (185.7) |
Proceeds from disposition of assets | 16.1 | 1.4 | 12 |
Investment in non-consolidated entities | (11.9) | (13.7) | (0.4) |
Net cash used for acquisitions | (171.6) | 0 | (9.2) |
Proceeds from sale of Open Road Films investment | 10.3 | 0 | 0 |
Proceeds from sale of available for sale securities | 0 | 3.6 | 0 |
Change in other long-term assets | (3.1) | 0 | 0 |
NET CASH USED IN INVESTING ACTIVITIES | (410.6) | (223.6) | (183.3) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Cash used to pay dividends | (138.9) | (138.9) | (139.1) |
Payments on long-term obligations | (23.5) | (21.7) | (23.3) |
Landlord contributions received from lease financing arrangements | 2.5 | 6 | 3.9 |
Cash paid for tax withholdings and other | (3.7) | (3.3) | (4.4) |
Proceeds from Amended Senior Credit Facility | 1,103.7 | 1,914.6 | 963.3 |
Payoff of Amended Senior Credit Facility | (953.7) | (1,914.6) | (963.2) |
Payment of debt acquisition costs | (3.4) | (2.1) | (13.2) |
Purchase of noncontrolling interest | 0 | 0 | (2.6) |
NET CASH USED IN FINANCING ACTIVITIES | (17) | (160) | (178.6) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (17.7) | 26.9 | 72.5 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 246.5 | 219.6 | 147.1 |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 228.8 | 246.5 | 219.6 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Cash paid for income taxes | 105.9 | 101.9 | 105.9 |
Cash paid for interest, net of amounts capitalized | 121.4 | 124.3 | 125.3 |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Increase in property and equipment and other from lease financing arrangements | 3.2 | 13.1 | 3.2 |
National Cine Media | |||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Investment in NCM | $ 6.3 | $ 9.9 | $ 9 |
THE COMPANY AND BASIS OF PRESEN
THE COMPANY AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
THE COMPANY AND BASIS OF PRESENTATION | THE COMPANY AND BASIS OF PRESENTATION Regal Entertainment Group (the "Company," "Regal," "we" or "us") is the parent company of Regal Entertainment Holdings, Inc. ("REH"), which is the parent company of Regal Cinemas Corporation ("Regal Cinemas") and its subsidiaries. Regal Cinemas' subsidiaries include Regal Cinemas, Inc. ("RCI") and its subsidiaries, which include Edwards Theatres, Inc. ("Edwards") and United Artists Theatre Company ("United Artists"). The terms Regal or the Company, REH, Regal Cinemas, RCI, Edwards and United Artists shall be deemed to include the respective subsidiaries of such entities when used in discussions included herein regarding the current operations or assets of such entities. Certain amounts in prior fiscal years have been reclassified to conform with the presentation adopted in the current year. Regal operates one of the largest and most geographically diverse theatre circuits in the United States, consisting of 7,322 screens in 560 theatres in 43 states along with Guam, Saipan, American Samoa and the District of Columbia as of December 31, 2017 . During 2001 and 2002, Anschutz Company and its subsidiaries ("Anschutz") acquired controlling equity interests in United Artists, Edwards and RCI upon each of the entities' emergence from bankruptcy reorganization. In May 2002, the Company sold 18.0 million shares of its Class A common stock in an initial public offering at a price of $19.00 per share, receiving aggregate net offering proceeds, net of underwriting discounts, commissions and other offering expenses, of $314.8 million . In 2015, as a result of an internal restructuring, Anschutz Company changed its name to The Anschutz Corporation. On December 5, 2017, Regal entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cineworld Group plc, a public limited company incorporated in England and Wales ("Cineworld"), Crown Intermediate Holdco, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Cineworld ("US Holdco"), and Crown Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of US Holdco (the "Merger Sub"). The Merger Agreement provides, subject to its terms and conditions, for the acquisition of Regal by Cineworld at a price of $23.00 in cash for each share of Regal’s Class A common stock and Class B common stock (each, a "Share"), without interest and subject to deduction for any required withholding tax (the "Merger Consideration"), through the merger of the Merger Sub with and into Regal (the "Merger"), with Regal surviving the Merger as a wholly owned, indirect subsidiary of Cineworld. Regal’s Board of Directors unanimously approved the Merger and the Merger Agreement and recommended that stockholders adopt the Merger Agreement. See Note 16—"Subsequent Events," for further developments occurring after December 31, 2017 with respect to the Merger. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Regal and its subsidiaries. Majority-owned subsidiaries that the Company controls are consolidated while those affiliates of which the Company owns between 20% and 50% and does not control are accounted for under the equity method. Those affiliates of which the Company owns less than 20% are generally accounted for under the cost method, unless the Company is deemed to have the ability to exercise significant influence over the affiliate, in which case the Company would account for its investment under the equity method. The results of these subsidiaries and affiliates are included in the consolidated financial statements effective with their formation or from their dates of acquisition. All significant intercompany accounts and transactions have been eliminated in consolidation. Revenue Recognition Revenues are generated principally through admissions and concessions sales with proceeds received in cash or via credit card at the point of sale. Other operating revenues consist primarily of product advertising (including vendor marketing programs) and other ancillary revenues that are recognized as income in the period earned. The Company generally recognizes payments received attributable to the marketing and advertising services provided by the Company under certain vendor programs as revenue in the periods in which the advertising is displayed or when the related impressions are delivered. Such impressions are measured by the concession product sales volume, which is a mutually agreed upon proxy of attendance and reflects the Company's marketing and advertising services delivered to its vendors. In instances where the consideration received is in excess of fair value of the advertising services provided, the excess is recorded as a reduction of concession costs. The Company maintains a deferred revenue balance pertaining to amounts received for agreeing to the 2007 National CineMedia exhibitor services agreement ("ESA") modification, amounts recorded in connection with the receipt of newly issued common units of National CineMedia pursuant to the provisions of the Common Unit Adjustment Agreement described in Note 4—"Investments," and amounts received from the sale of bulk tickets and gift cards that have not been redeemed. Amortization of deferred revenue related to the amount we received for agreeing to the existing National CineMedia exhibitor services agreement modification and amounts recorded in connection with the receipt of newly issued common units of National CineMedia pursuant to the provisions of the Common Unit Adjustment Agreement are described below in this Note 2 under "Deferred Revenue" and in Note 4—"Investments." The Company recognizes revenue associated with bulk tickets and gift cards when redeemed, or when the likelihood of redemption becomes remote. The determination of the likelihood of redemption is based on an analysis of actual historical redemption trends. Cash Equivalents The Company considers all unrestricted highly liquid debt instruments and investments purchased with an original maturity of 3 months or less to be cash equivalents. At December 31, 2017 , the Company held substantially all of its cash in temporary cash investments in the form of certificates of deposit and variable rate investment accounts with major financial institutions. Inventories Inventories consist of concession products and theatre supplies. The Company states inventories on the basis of first-in, first-out (FIFO) cost, which is not in excess of net realizable value. Property and Equipment The Company states property and equipment at cost. Major renewals and improvements are capitalized, while maintenance and repairs that do not improve or extend the lives of the respective assets are expensed currently. Gains and losses from disposition of property and equipment are included in income and expense when realized. The Company capitalizes the cost of computer equipment, system hardware and purchased software ready for service. During the years ended December 31, 2017 and December 31, 2016 , the Company capitalized approximately $14.3 million and $8.0 million , respectively, of such costs, which were associated primarily with (i) new point-of-sale devices at the Company's box offices and concession stands, (ii) new ticketing kiosks, and (iii) computer hardware and software purchased for the Company's theatre locations and corporate office. The Company also capitalizes certain direct external costs associated with software developed for internal use after the preliminary software project stage is completed and Company management has authorized further funding for a software project and it is deemed probable of completion. The Company capitalizes these external software development costs only until the point at which the project is substantially complete and the software is ready for its intended purpose. The Company records depreciation and amortization using the straight-line method over the following estimated useful lives: Buildings 20 - 30 years Equipment 3 - 20 years Leasehold improvements Lesser of term of lease or asset life Computer equipment and software 3 - 5 years As of December 31, 2017 and December 31, 2016 , included in property and equipment is $189.3 million and $190.6 million of assets accounted for under capital leases and lease financing arrangements, before accumulated depreciation of $128.6 million and $118.0 million , respectively. The Company records amortization using the straight-line method over the shorter of the lease terms or the estimated useful lives noted above. Impairment of Long-Lived Assets The Company reviews long-lived assets (including intangible assets, marketable equity securities and investments in non-consolidated entities as described further below) for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. The Company generally evaluates assets for impairment on an individual theatre basis, which management believes is the lowest level for which there are identifiable cash flows. If the sum of the expected future cash flows, undiscounted and without interest charges, is less than the carrying amount of the assets, the Company recognizes an impairment charge in the amount by which the carrying value of the assets exceeds their fair market value. The Company considers historical theatre level cash flows, estimated future theatre level cash flows, theatre property and equipment carrying values, intangible asset carrying values, the age of the theatre, competitive theatres in the marketplace, the impact of recent pricing changes, strategic initiatives, available lease renewal options and other factors considered relevant in its assessment of whether or not a triggering event has occurred that indicates impairment of individual theatre assets may be necessary. For theatres where a triggering event is identified, impairment is measured based on the estimated cash flows from continuing use until the expected disposal date or the fair value of furniture, fixtures and equipment. The expected disposal date does not exceed the remaining lease period unless it is probable the lease period will be extended and may be less than the remaining lease period when the Company does not expect to operate the theatre to the end of its lease term. The fair value of assets is determined using the present value of the estimated future cash flows or the expected selling price less selling costs for assets of which the Company expects to dispose. Significant judgment is involved in determining whether a triggering event has occurred, estimating future cash flows and determining fair value. Management's estimates (Level 3 inputs as described in FASB Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures ) are based on historical and projected operating performance, recent market transactions, and current industry trading multiples. The Company's analysis relative to long-lived assets resulted in the recording of impairment charges of $13.5 million , $7.9 million and $15.6 million for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively. The long-lived asset impairment charges recorded were specific to theatres that were directly and individually impacted by increased competition, adverse changes in market demographics or adverse changes in the development or the conditions of the areas surrounding the theatres we deemed other than temporary. Leases The majority of the Company's operations are conducted in premises occupied under non-cancelable lease agreements with initial base terms generally ranging from 15 to 20 years . The Company, at its option, can renew a substantial portion of the leases at defined or then fair rental rates for various periods. Certain leases for our theatres provide for contingent rentals based on the revenue results of the underlying theatre and require the payment of taxes, insurance, and other costs applicable to the property. Also, certain leases contain escalating minimum rental provisions. There are no conditions imposed upon us by our lease agreements or by parties other than the lessor that legally obligate the Company to incur costs to retire assets as a result of a decision to vacate our leased properties. None of our lease agreements require us to return the leased property to the lessor in its original condition (allowing for normal wear and tear) or to remove leasehold improvements at our cost. The Company accounts for leased properties under the provisions of ASC Topic 840, Leases and other authoritative accounting literature. ASC Subtopic 840-10, Leases—Overview requires that the Company evaluate each lease for classification as either a capital lease or an operating lease. The Company performs this evaluation at the inception of the lease and when a modification is made to a lease. As to those arrangements that are classified as capital leases, the Company records property under capital leases and a capital lease obligation in an amount equal to the lesser of the present value of the minimum lease payments to be made over the life of the lease at the beginning of the lease term, or the fair value of the leased property. The property under capital lease is amortized on a straight-line basis as a charge to expense over the lease term, as defined, or the economic life of the leased property, whichever is less. During the lease term, as defined, each minimum lease payment is allocated between a reduction of the lease obligation and interest expense so as to produce a constant periodic rate of interest on the remaining balance of the lease obligation. The Company does not believe that exercise of the renewal options in its leases are reasonably assured at the inception of the lease agreements because such leases: (i) provide for either (a) renewal rents based on market rates or (b) renewal rents that equal or exceed the initial rents, and (ii) do not impose economic penalties upon the determination whether or not to exercise the renewal option. As a result, there are not sufficient economic incentives at the inception of the leases to consider the lease renewal options to be reasonably assured of being exercised and therefore, the initial base term is generally considered as the lease term under ASC Subtopic 840-10. The Company records rent expense for its operating leases with contractual rent increases in accordance with ASC Subtopic 840-20, Leases—Operating Leases, on a straight-line basis from the "lease commencement date" as specified in the lease agreement until the end of the base lease term. The Company accounts for lease incentive payments received from a landlord in accordance with ASC Subtopic 840-20, Leases—Lease Incentives , and records the proceeds as a deferred lease incentive liability and amortizes the liability as a reduction in rent expense over the base term of the lease. For leases in which the Company is involved with construction of the theatre, the Company accounts for the lease during the construction period under the provisions of ASC Subtopic 840-40, Leases—Sale-Leaseback Transactions . The landlord is typically responsible for constructing a theatre using guidelines and specifications agreed to by the Company and assumes substantially all of the risk of construction. In accordance with ASC Subtopic 840-40, if the Company concludes that it has substantially all of the construction period risks, it records a construction asset and related liability for the amount of total project costs incurred during the construction period. Once construction is completed, the Company considers the requirements under ASC Subtopic 840-40, for sale-leaseback treatment, and if the arrangement does not meet such requirements, it records the project's construction costs funded by the landlord as a financing obligation. The obligation is amortized over the financing term based on the payments designated in the contract. In accordance with ASC Subtopic 840-20, we expense rental costs incurred during construction periods for operating leases as such costs are incurred. For rental costs incurred during construction periods for both operating and capital leases, the "lease commencement date" is the date at which we gain access to the leased asset. Historically, and for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , these rental costs have not been significant to our consolidated financial statements. Sale and Leaseback Transactions The Company accounts for the sale and leaseback of real estate assets in accordance with ASC Subtopic 840-40. Losses on sale leaseback transactions are recognized at the time of sale if the fair value of the property sold is less than the undepreciated cost of the property. Gains on sale and leaseback transactions are deferred and amortized over the remaining lease term. Goodwill The carrying amount of goodwill at December 31, 2017 and December 31, 2016 was approximately $345.8 million and $327.0 million , respectively. The $18.8 million net increase in goodwill during year ended December 31, 2017 was primarily attributable to $26.2 million of goodwill recorded in connection with the Company's acquisitions of nine theatres with 134 screens, which are more fully described in Note 3 — "Acquisitions," partially offset by a $7.3 million impairment charge to one of the Company’s reporting units as described below. The Company evaluates goodwill for impairment annually or more frequently as specific events or circumstances dictate. Under ASC Subtopic 350-20 , Intangibles-Goodwill and Other-Goodwill , the Company has identified its reporting units to be the designated market areas in which the Company conducts its theatre operations. Goodwill impairment is evaluated using an approach requiring the Company to compute the fair value of a reporting unit and compare it with its carrying value. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The purpose of ASU 2017-04 was to simplify the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The Company early adopted ASU 2017-04 in connection with its interim goodwill impairment test performed during the quarter ended September 30, 2017 as further described below. The Company determines fair value by using an enterprise valuation methodology determined by applying multiples to cash flow estimates less net indebtedness, which the Company believes is an appropriate method to determine fair value. There is considerable management judgment with respect to cash flow estimates and appropriate multiples and discount rates to be used in determining fair value and such management estimates fall under Level 3 within the fair value measurement hierarchy. As part of the Company’s ongoing operations, we may close certain theatres within a reporting unit containing goodwill due to underperformance of the theatre or inability to renew our lease, among other reasons. Additionally, we generally abandon certain assets associated with a closed theatre, primarily leasehold improvements. Under ASC Topic 350, Intangibles—Goodwill and Other , when a portion of a reporting unit that constitutes a business is disposed of, goodwill associated with that business shall be included in the carrying amount of the business in determining the gain or loss on disposal. We evaluate whether the portion of a reporting unit being disposed of constitutes a business on the date of closure. Generally, on the date of closure, the closed theatre does not constitute a business because the Company retains assets and processes on that date essential to the operation of the theatre. These assets and processes are significant missing elements impeding the operation of a business. Accordingly, when closing individual theatres, we generally do not include goodwill in the calculation of any gain or loss on disposal of the related assets. The Company evaluates goodwill for impairment annually or more frequently as specific events or circumstances dictate. After considering various industry specific factors, the Company conducted an interim goodwill impairment assessment during the quarter ended September 30, 2017, which indicated that the carrying value of one of its reporting units exceeded its estimated fair value. As a result, the Company recorded a goodwill impairment charge of approximately $7.3 million . The Company's annual goodwill impairment assessment for the year ended December 31, 2016 indicated that the carrying value of one of its reporting units exceeded its estimated fair value and as a result, the Company recorded a goodwill impairment charge of approximately $1.7 million . The Company's annual goodwill impairment assessment for the year ended December 31, 2015 indicated that the estimated fair value of each of its reporting units exceeded their carrying value and therefore, goodwill was not deemed to be impaired. Intangible Assets As of December 31, 2017 and December 31, 2016 , intangible assets totaled $69.6 million and $66.8 million , respectively, before accumulated amortization of $26.0 million and $20.8 million , respectively. Such intangible assets are recorded at fair value and are amortized on a straight-line basis over the estimated remaining useful lives of the assets. The Company's identifiable intangible assets substantially consist of favorable leases acquired in connection with various acquisitions since fiscal 2008. During the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , the Company recognized $3.8 million , $3.8 million and $3.7 million of amortization, respectively, related to these intangible assets. Estimated amortization expense for the next five fiscal years for such intangible assets as of December 31, 2017 is projected below (in millions): 2018 $ 3.8 2019 3.7 2020 3.5 2021 3.3 2022 3.2 During the year ended December 31, 2017 , the Company recorded a favorable lease impairment charge of approximately $1.4 million related to a theatre scheduled to be closed. During the year ended December 31, 2016, the Company recorded a favorable lease impairment charge of approximately $0.3 million related to a theatre closure. The Company did not record an impairment of any intangible assets during the year ended December 31, 2015. Debt Acquisition Costs Debt acquisition costs are deferred and amortized to interest expense using the effective interest method over the terms of the related agreements. In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest , which intended to simplify the presentation of debt issuance costs. Prior to the issuance of ASU 2015-03, debt issuance costs were reported on the balance sheet as assets and amortized as interest expense. ASU 2015-03 requires that they be presented on the balance sheet as a direct deduction from the carrying amount of the related debt liability. The costs will continue to be amortized to interest expense using the effective interest method. The Company adopted this guidance during the quarter ended March 31, 2016. Debt issuance costs associated with long-term debt, net of accumulated amortization, were $23.1 million and $25.8 million as of December 31, 2017 and December 31, 2016, respectively. Investments The Company primarily accounts for its investments in non-consolidated subsidiaries using the equity method of accounting and has recorded the investments within "Other Non-Current Assets" and "Other Non-Current Liabilities" as applicable in its consolidated balance sheets. The Company records equity in earnings and losses of these entities in its consolidated statements of income. As of December 31, 2017 , the Company holds a 17.9% interest in National CineMedia, LLC ("National CineMedia" or "NCM") and a 46.7% interest in Digital Cinema Implementation Partners, LLC. The carrying value of the Company's investment in these and other entities as of December 31, 2017 and December 31, 2016 was approximately $407.1 million and $367.7 million , respectively. The Company reviews investments in non-consolidated subsidiaries accounted for under the equity method for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be fully recoverable. The Company reviews unaudited financial statements on a quarterly basis and audited financial statements on an annual basis for indicators of triggering events or circumstances that indicate the potential impairment of these investments as well as current equity prices for its investment in National CineMedia and discounted projections of cash flows for certain of its other investees. Additionally, the Company has periodic discussions with the management of significant investees to assist in the identification of any factors that might indicate the potential for impairment. 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 period of time during which the fair value of the investment remains substantially below the recorded amounts, 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, a reduction or cessation in the investees dividend payments, suspension of trading in the security, qualifications in accountant's reports due to liquidity or going concern issues, investee announcement of adverse changes, downgrading of investee debt, regulatory actions, changes in reserves for product liability, loss of a principal customer, negative operating cash flows or working capital deficiencies and the recording of an impairment charge by the investee for goodwill, intangible or long-lived assets. Once a determination is made that an other-than-temporary impairment exists, the Company writes down its investment to fair value. There was no impairment of the Company's investments during the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 . Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company records a valuation allowance if it is deemed more likely than not that its deferred income tax assets will not be realized. The Company expects that certain deferred income tax assets are not more likely than not to be recovered and therefore has established a valuation allowance. The Company reassesses its need for the valuation allowance for its deferred income taxes on an ongoing basis. Additionally, income tax rules and regulations are subject to interpretation, require judgment by the Company and may be challenged by the taxation authorities. As described further in Note 7—"Income Taxes," the Company applies the provisions of ASC Subtopic 740-10, Income Taxes—Overview . In accordance with ASC Subtopic 740-10, the Company recognizes a tax benefit only for tax positions that are determined to be more likely than not sustainable based on the technical merits of the tax position. With respect to such tax positions for which recognition of a benefit is appropriate, the benefit is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. Tax positions are evaluated on an ongoing basis as part of the Company's process for determining the provision for income taxes. Interest Rate Swaps Regal Cinemas has entered into hedging relationships via interest rate swap agreements to hedge against interest rate exposure of its variable rate debt obligations under Regal Cinemas' Amended Senior Credit Facility. Certain of these interest rate swaps qualify for cash flow hedge accounting treatment and as such, the change in the fair values of the interest rate swaps is recorded on the Company's consolidated balance sheet as an asset or liability with the effective portion of the interest rate swaps' gains or losses reported as a component of other comprehensive income and the ineffective portion reported in earnings. As interest expense is accrued on the debt obligation, amounts in accumulated other comprehensive income/loss related to the interest rate swaps will be reclassified into earnings. In the event that an interest rate swap is terminated or de-designated prior to maturity, gains or losses accumulated in other comprehensive income or loss remain deferred and are reclassified into earnings in the periods during which the hedged forecasted transaction affects earnings. See Note 14—"Fair Value of Financial Instruments" for discussion of the Company’s interest rate swaps’ fair value estimation methods and assumptions. The fair value of the Company's interest rate swaps is based on Level 2 inputs as described in ASC Topic 820, Fair Value Measurements and Disclosures , which include observable inputs such as dealer quoted prices for similar assets or liabilities, and represents the estimated amount Regal Cinemas would receive or pay to terminate the agreements taking into consideration various factors, including current interest rates, credit risk and counterparty credit risk. The counterparties to the Company’s interest rate swaps are major financial institutions. The Company evaluates the bond ratings of the financial institutions and believes that credit risk is at an acceptably low level. Deferred Revenue Deferred revenue relates primarily to the amount we received for agreeing to the 2007 ESA modification, amounts recorded in connection with the receipt of newly issued common units of National CineMedia, cash received from the sale of bulk tickets and gift cards, and amounts received in connection with vendor marketing programs. The amount we received for agreeing to the ESA modification is being amortized to advertising revenue over the 30 year term of the agreement following the units of revenue method. In addition, as described in Note 4—"Investments," amounts recorded as deferred revenue in connection with the receipt of newly issued common units of National CineMedia pursuant to the provisions of the Common Unit Adjustment Agreement are being amortized to advertising revenue over the remaining term of the ESA following the units of revenue method. As of December 31, 2017 and December 31, 2016 , approximately $418.5 million and $425.0 million of deferred revenue, respectively, related to the ESA was recorded as components of current and non-current deferred revenue in the accompanying consolidated balance sheets. Deferred revenue related to gift cards and bulk ticket sales and vendor marketing programs is recognized as revenue as described above in this Note 2 under "Revenue Recognition." As of December 31, 2017 and December 31, 2016 , approximately $168.6 million and $175.6 million of deferred revenue, respectively, related to the gift cards and bulk tickets was recorded as a component of current deferred revenue in the accompanying consolidated balance sheets. Deferred Rent The Company recognizes rent on a straight-line basis after considering the effect of rent escalation provisions resulting in a level monthly rent expense for each lease over its term. The deferred rent liability is included in other non-current liabilities in the accompanying consolidated balance sheets. Film Costs The Company estimates its film cost expense and related film cost payable based on management's best estimate of the ultimate settlement of the film costs with the distributors. Generally, less than one - third of our quarterly film expense is estimated at period-end. The length of time until these costs are known with certainty depends on the ultimate duration of the film's theatrical run, but is typically "settled" within 2 to 3 months of a particular film's opening release. Upon settlement with our film distributors, film cost expense and the related film cost payable are adjusted to the final film settlement. Loyalty Program Members of the Regal Crown Club® earn credits for each dollar spent at the Company's theatres and can redeem such credits for movie tickets, concession items and movie memorabilia at the theatre or in an online reward center. Because the Company believes that the value of the awards granted to Regal Crown Club® members is insignificant in relation to the value of the transactions necessary to earn the award, the Company records the estimated incremental cost of providing awards under the Regal Crown Club® loyalty program at the time the awards are earned. Historically, and for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , the costs of these awards have not been significant to the Company's consolidated financial statements. Advertising and Start-Up Costs The Company expenses advertising costs as incurred. Start-up costs associated with a new theatre are also expensed as incurred. Share-Based Compensation As described in Note 9—"Capital Stock and Share-Based Compensation," we apply the provisions of ASC Subtopic 718-10, Compensation—Stock Compensation—Overall . Under ASC Subtopic 718-10, share-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee's requisite service period. Estimates The preparation of 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, but are not limited to, deferred revenue, property and equipment, goodwill, income taxes and purchase accounting. Actual results could differ from those estimates. Segments As of December 31, 2017 , December 31, 2016 and December 31, 2015 , the Company managed its business under one reportable segment: theatre exhibition operations. Acquisitions The Company accounts for acquisitions under the acquisition method of accounting. The acquisition method requires that the acquired assets and liabilities, including contingencies, be recorded at fair value determined on the acquisition date and changes thereafter reflected in income. For significant acquisitions, the Company obtains independent third party valuation studies for certain of the assets acquired and liabilities assumed to assist the Company in determining fair value. The estimation of the fair values of the assets acquired and liabilities assumed involves a number of estimates and assumptions that could differ materially from the actual amount |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS On April 13, 2017, the Company completed the acquisition of two theatres with 41 screens located in Houston, Texas from Santikos Theaters, Inc. for an aggregate net cash purchase price of $29.8 million . In addition, on April 18, 2017, the Company purchased a parcel of land located in Montgomery County, Texas from an entity affiliated with Santikos Theaters, Inc. for a net cash purchase price of approximately $7.3 million . On May 18, 2017, the Company completed the acquisition of seven theatres with 93 screens located in Kansas and Oklahoma from Warren Theatres for an aggregate net cash purchase price, before post-closing adjustments, of $134.5 million . The Company incurred approximately $1.7 million in transaction costs associated with these acquisitions, which are reflected in "general and administrative expenses" in the accompanying consolidated statements of income for year ended December 31, 2017. The transactions have been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations , which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in each transaction. The allocation of purchase price is based on management’s judgment after evaluating several factors, including preliminary valuation assessments. Any changes in the fair values of assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. The allocation of purchase price is preliminary and subject to changes as appraisals of tangible and intangible assets and liabilities including working capital are finalized, purchase price adjustments are completed and additional information regarding the tax bases of assets and liabilities at the acquisition date becomes available. The following is a summary of the final allocation of the aggregate purchase price to the estimated fair values of the assets acquired and liabilities assumed at the respective dates of acquisition (in millions): Current assets $ 2.1 Land 28.8 Buildings, equipment and leasehold improvements 115.7 Noncompete agreements 2.7 Goodwill (1) 26.2 Other assets 0.1 Current liabilities (4.0 ) Total purchase price $ 171.6 ________________________________ (1) Goodwill represents the excess aggregate purchase price over the amounts assigned to assets acquired, including intangible assets, and liabilities assumed and is fully deductible for tax purposes. The results of operations of the acquired theatre operations have been included in the Company's consolidated financial statements for periods subsequent to the respective acquisition dates. The acquisitions contributed approximately $57.9 million of total revenues for the year ended December 31, 2017 . Net income was an immaterial amount for the year ended December 31, 2017 . The following unaudited pro forma results of operations for the years ended December 31, 2017 and December 31, 2016 assume the acquisitions occurred as of the beginning of fiscal 2016. The pro forma results have been prepared for comparative purposes only and do not purport to indicate the results of operations which would actually have occurred had the combination been in effect on the dates indicated, or which may occur in the future. (in millions, except per share data) Year Ended December 31, 2017 Year Ended December 31, 2016 Revenues $ 3,196.0 $ 3,295.6 Income from operations 272.1 343.4 Net income attributable to controlling interest 112.5 172.7 Diluted earnings per share $ 0.72 $ 1.10 |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Investments [Abstract] | |
INVESTMENTS | INVESTMENTS Investment in National CineMedia, LLC We maintain an investment in National CineMedia. National CineMedia provides in-theatre advertising for its theatrical exhibition partners, which include us, AMC Entertainment Holdings, Inc. ("AMC") and Cinemark Holdings, Inc. ("Cinemark"). On February 13, 2007, National CineMedia, Inc. ("NCM, Inc."), the sole manager of National CineMedia, completed an initial public offering ("IPO") of its common stock. NCM, Inc. sold 38.0 million shares of its common stock for $21 per share in the IPO, less underwriting discounts and expenses. NCM, Inc. used a portion of the net cash proceeds from the IPO to acquire newly issued common units from National CineMedia. At the closing of the IPO, the underwriters exercised their over-allotment option to purchase an additional 4.0 million shares of common stock of NCM, Inc. at the initial offering price of $21 per share, less underwriting discounts and commissions. In connection with this over-allotment option exercise, Regal, AMC and Cinemark each sold to NCM, Inc. common units of National CineMedia on a pro rata basis at the initial offering price of $21 per share, less underwriting discounts and expenses. Upon completion of this sale of common units, Regal held approximately 21.2 million common units of National CineMedia ("Initial Investment Tranche"). Such common units are immediately redeemable on a one -to-one basis for shares of NCM, Inc. common stock. As a result of the transactions associated with the IPO and receipt of proceeds in excess of our investment balance, the Company reduced its investment in National CineMedia to zero . Accordingly, we will not provide for any additional losses, as we have not guaranteed obligations of National CineMedia and we are not otherwise committed to provide further financial support for National CineMedia. In addition, subsequent to the IPO, the Company determined it would not recognize its share of any undistributed equity in the earnings of National CineMedia pertaining to the Company's Initial Investment Tranche in National CineMedia until National CineMedia's future net earnings, net of distributions received, equal or exceed the amount of the above described excess distribution. Until such time, equity in earnings related to the Company's Initial Investment Tranche in National CineMedia will be recognized only to the extent that the Company receives cash distributions from National CineMedia. The Company believes that the accounting model provided by ASC 323-10-35-22 for recognition of equity investee losses in excess of an investor's basis is analogous to the accounting for equity income subsequent to recognizing an excess distribution. The Company's Initial Investment Tranche is recorded at $0 cost. In connection with the completion of the IPO, the joint venture partners, including RCI, amended and restated their exhibitor services agreements with National CineMedia in exchange for a significant portion of its pro rata share of the IPO proceeds. The modification extended the term of the exhibitor services agreement ("ESA") to 30 years , provided National CineMedia with a 5 -year right of first refusal beginning one year prior to the end of the term and changed the basis upon which RCI is paid by National CineMedia from a percentage of revenues associated with advertising contracts entered into by National CineMedia to a monthly theatre access fee. The theatre access fee is composed of a fixed $0.0816 payment per patron for fiscal 2017 and increases by 8% every 5 years starting at the end of fiscal 2011, a fixed $800 payment per digital screen each year, which increases by 5% annually starting at the end of fiscal 2007 (or $1,304 for fiscal 2017) and an additional payment per digital screen of $670 for fiscal 2017. The access fee revenues received by the Company under its contract are determined annually based on a combination of both fixed and variable factors which include the total number of theatre screens, attendance and actual revenues (as defined in the ESA) generated by National CineMedia. The ESA does not require us to maintain a minimum number of screens and does not provide a fixed amount of access fee revenue to be earned by the Company in any period. The theatre access fee paid in the aggregate to us, AMC and Cinemark will not be less than 12% of NCM's aggregate advertising revenue, or it will be adjusted upward to meet this minimum payment. On-screen advertising time provided to our beverage concessionaire is provided by National CineMedia under the terms of the ESA. In addition, we receive mandatory quarterly distributions of any excess cash from National CineMedia. The modified ESA has, except with respect to certain limited services, a remaining term of approximately 20 years . The amount we received for agreeing to the ESA modification was approximately $281.0 million , which represents the estimated fair value of the ESA modification payment. We estimated the fair value of the ESA payment based upon a valuation performed by the Company with the assistance of third party specialists. This amount has been recorded as deferred revenue and is being amortized to advertising revenue over the 30 year term of the ESA following the units of revenue method. Under the units of revenue method, amortization for a period is calculated by computing a ratio of the proceeds received from the ESA modification payment to the total expected decrease in revenues due to entry into the new ESA over the 30 year term of the agreement and then applying that ratio to the current period's expected decrease in revenues due to entry into the new ESA. Also in connection with the IPO, the joint venture partners entered into a Common Unit Adjustment Agreement with National CineMedia. Pursuant to our Common Unit Adjustment Agreement, from time to time, common units of National CineMedia held by the joint venture partners will be adjusted up or down through a formula primarily based on increases or decreases in the number of theatre screens operated and theatre attendance generated by each joint venture partner. The common unit adjustment is computed annually, except that an earlier common unit adjustment will occur for a joint venture partner if its acquisition or disposition of theatres, in a single transaction or cumulatively since the most recent common unit adjustment, will cause a change of two percent or more in the total annual attendance of all of the joint venture partners. In the event that a common unit adjustment is determined to be a negative number, the joint venture partner shall cause, at its election, either (a) the transfer and surrender to National CineMedia a number of common units equal to all or part of such joint venture partner's common unit adjustment or (b) pay to National CineMedia, an amount equal to such joint venture partner's common unit adjustment calculated in accordance with the Common Unit Adjustment Agreement. If the Company elects to surrender common units as part of a negative common unit adjustment, the Company would record a reduction to deferred revenue at the then fair value of the common units surrendered and a reduction of the Company’s Additional Investments Tranche at an amount equal to the weighted average cost for the Additional Investments Tranche common units, with the difference between the two values recorded as a non-operating gain or loss. As described further below, subsequent to the IPO and through December 31, 2017 , the Company received from National CineMedia approximately 12.9 million newly issued common units of National CineMedia ("Additional Investments Tranche") as a result of the adjustment provisions of the Common Unit Adjustment Agreement. The Company follows the guidance in ASC 323-10-35-29 (formerly EITF 02-18, Accounting for Subsequent Investments in an Investee after Suspension of Equity Loss Recognition ) by analogy, which also refers to AICPA Technical Practice Aid 2220.14, which indicates that if a subsequent investment is made in an equity method investee that has experienced significant losses, the investor must determine if the subsequent investment constitutes funding of prior losses. The Company concluded that the construction or acquisition of new theatres that has led to the common unit adjustments included in its Additional Investments Tranche equates to making additional investments in National CineMedia. The Company evaluated the receipt of the additional common units in National CineMedia and the assets exchanged for these additional units and has determined that the right to use its incremental new screens would not be considered funding of prior losses. As such, the Additional Investments Tranche is accounted for separately from the Company's Initial Investment Tranche following the equity method with undistributed equity earnings included as a component of "Earnings recognized from NCM" in the accompanying consolidated financial statements. The NCM, Inc. IPO and related transactions have the effect of reducing the amounts NCM, Inc. would otherwise pay in the future to various tax authorities as a result of an increase in Regal's proportionate share of tax basis in NCM Inc.'s tangible and intangible assets. On the IPO date, NCM, Inc., the Company, AMC and Cinemark entered into a tax receivable agreement. Under the terms of this agreement, NCM, Inc. will make cash payments to us, AMC and Cinemark in amounts equal to 90% of NCM, Inc.'s actual tax benefit realized from the tax amortization of the intangible assets described above. For purposes of the tax receivable agreement, cash savings in income and franchise tax will be computed by comparing NCM, Inc.'s actual income and franchise tax liability to the amount of such taxes that NCM, Inc. would have been required to pay had there been no increase in NCM Inc.'s proportionate share of tax basis in NCM's tangible and intangible assets and had the tax receivable agreement not been entered into. The tax receivable agreement shall generally apply to NCM, Inc.'s taxable years up to and including the 30 t h anniversary date of the NCM, Inc. IPO and related transactions. The Company accounts for its investment in National CineMedia following the equity method of accounting and such investment is included as a component of "Other Non-Current Assets" in the consolidated balance sheets. Below is a summary of activity with National CineMedia included in the Company's consolidated financial statements as of and for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 (in millions): As of the period ended For the period ended Investment in NCM Deferred Revenue Cash Received Earnings recognized from NCM Other NCM Revenues Balance as of and for the period ended January 1, 2015 $ 157.4 $ (428.5 ) $ 53.3 $ (32.1 ) $ (23.8 ) Receipt of additional common units(1) 9.0 (9.0 ) — — — Receipt of excess cash distributions(2) (11.8 ) — 30.5 (18.7 ) — Receipt under tax receivable agreement(2) (3.5 ) — 9.5 (6.0 ) — Revenues earned under ESA(3) — — 16.7 — (16.7 ) Amortization of deferred revenue(4) — 10.8 — — (10.8 ) Equity income attributable to additional common units(5) 6.3 — — (6.3 ) — Balance as of and for the period ended December 31, 2015 $ 157.4 $ (426.7 ) $ 56.7 $ (31.0 ) $ (27.5 ) Receipt of additional common units(1) 9.9 (9.9 ) — — — Receipt of excess cash distributions(2) (9.3 ) — 23.3 (14.0 ) — Receipt under tax receivable agreement(2) (4.5 ) — 11.4 (6.9 ) — Revenues earned under ESA(3) — — 16.7 — (16.7 ) Amortization of deferred revenue(4) — 11.6 — — (11.6 ) Equity income attributable to additional common units(5) 8.5 — — (8.5 ) — Balance as of and for the period ended December 31, 2016 $ 162.0 $ (425.0 ) $ 51.4 $ (29.4 ) $ (28.3 ) Receipt of additional common units(1) 6.3 (6.3 ) — — — Receipt of excess cash distributions(2) (12.2 ) — 29.4 (17.2 ) — Receipt under tax receivable agreement(2) (3.4 ) — 8.3 (4.9 ) — Revenues earned under ESA(3) — — 17.1 — (17.1 ) Amortization of deferred revenue(4) — 12.8 — — (12.8 ) Equity income attributable to additional common units(5) 7.6 — — (7.6 ) — Change in interest loss(6) (5.6 ) — — 5.6 — Balance as of and for the period ended December 31, 2017 $ 154.7 $ (418.5 ) $ 54.8 $ (24.1 ) $ (29.9 ) _______________________________________________________________________________ (1) On March 16, 2017, March 17, 2016, and March 17, 2015, we received from National CineMedia approximately 0.5 million , 0.7 million and 0.6 million , respectively, newly issued common units of National CineMedia in accordance with the annual adjustment provisions of the Common Unit Adjustment Agreement. The Company recorded the additional common units (Additional Investments Tranche) at fair value using the available closing stock prices of NCM, Inc. as of the dates on which the units were issued. As a result of these adjustments, the Company recorded increases to its investment in National CineMedia (along with corresponding increases to deferred revenue) of $6.3 million , $9.9 million and $9.0 million during the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively. Such deferred revenue amounts are being amortized to advertising revenue over the remaining term of the ESA between RCI and National CineMedia following the units of revenue method as described in (4) below. As of December 31, 2017 , we held approximately 27.6 million common units of National CineMedia. On a fully diluted basis, we own a 17.9% interest in NCM, Inc. as of December 31, 2017 . (2) During the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , the Company received $37.7 million , $34.7 million , $40.0 million , respectively, in cash distributions from National CineMedia, exclusive of receipts for services performed under the ESA (including payments of $8.3 million , $11.4 million , and $9.5 million received under the tax receivable agreement). Approximately $15.6 million , $13.8 million and $15.3 million of these cash distributions received during the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively, were attributable to the Additional Investments Tranche and were recognized as a reduction in our investment in National CineMedia. The remaining amounts were recognized in equity earnings during each of these periods and have been included as components of "Earnings recognized from NCM" in the accompanying consolidated financial statements. (3) The Company recorded other revenues, excluding the amortization of deferred revenue, of approximately $17.1 million , $16.7 million and $16.7 million for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively, pertaining to our agreements with National CineMedia, including per patron and per digital screen theatre access fees (net of payments $12.5 million , $12.2 million and $11.8 million for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively, for on-screen advertising time provided to our beverage concessionaire) and other NCM revenues. These advertising revenues are presented as a component of "Other operating revenues" in the Company's consolidated financial statements. (4) Amounts represent amortization of ESA modification fees received from NCM to advertising revenue utilizing the units of revenue amortization method. These advertising revenues are presented as a component of "Other operating revenues" in the Company's consolidated financial statements. (5) Amounts represent the Company's share in the net gain (loss) of National CineMedia with respect to the Additional Investments Tranche. Such amounts have been included as a component of "Earnings recognized from NCM" in the consolidated financial statements. (6) The Company recorded a non-cash change in interest loss of $5.6 million during the quarter ended March 31, 2017 to adjust the Company's investment balance due to NCM's issuance of common units to other founding members, at a price per share below the Company's average carrying amount per share. Such amount has been included as a component of "Earnings recognized from NCM" in the consolidated financial statements. As of December 31, 2017 , approximately $3.1 million and $1.5 million due from/to National CineMedia were included in "Trade and other receivables, net" and "Accounts payable," respectively. As of December 31, 2016 , approximately $2.8 million and $1.3 million due from/to National CineMedia were included in "Trade and other receivables, net" and "Accounts payable," respectively. As of the date of this Form 10-K, no summarized financial information for National CineMedia was available for the year ended December 31, 2017 . Summarized consolidated statements of income information for National CineMedia for the years ended December 29, 2016 December 31, 2015, and January 1, 2015 is as follows (in millions): Year Ended Year Ended Year Ended Revenues $ 447.6 $ 446.5 $ 394.0 Income from operations 173.0 140.5 159.2 Net income 109.3 87.5 96.3 Summarized consolidated balance sheet information for National CineMedia as of December 29, 2016 and December 31, 2016 is as follows (in millions): December 29, 2016 December 31, 2015 Current assets $ 180.9 $ 159.5 Noncurrent assets 607.6 612.5 Total assets 788.5 772.0 Current liabilities 121.1 113.1 Noncurrent liabilities 924.3 925.4 Total liabilities 1,045.4 1,038.5 Members' deficit (256.9 ) (266.5 ) Liabilities and members' deficit 788.5 772.0 Investment in Digital Cinema Implementation Partners We maintain an investment in Digital Cinema Implementation Partners, LLC, a Delaware limited liability company ("DCIP"). DCIP is a joint venture company formed by Regal, AMC and Cinemark. DCIP funds the cost of digital projection equipment principally through the collection of virtual print fees from motion picture studios and equipment lease payments from participating exhibitors, including us. In addition to its U.S. digital deployment, DCIP actively manages the deployment of over 1,800 digital systems in Canada for Canadian Digital Cinema Partnership, a joint venture between Cineplex Inc. and Empire Theatres Limited. Regal holds a 46.7% economic interest in DCIP as of December 31, 2017 and a one-third voting interest along with subsidiaries of each of AMC and Cinemark. Since the Company does not have a controlling financial interest in DCIP or any of its subsidiaries, it accounts for its investment in DCIP under the equity method of accounting. The Company's investment in DCIP is included as a component of "Other Non-Current Assets" in the accompanying consolidated balance sheets. The changes in the carrying amount of our investment in DCIP for the years ended December 31, 2017 , December 31, 2016 , and December 31, 2015 are as follows (in millions): Balance as of January 1, 2015 $ 126.3 Equity contributions 0.4 Equity in earnings of DCIP(1) 37.0 Receipt of cash distributions(2) (2.0 ) Change in fair value of equity method investee interest rate swap transactions (1.0 ) Balance as of December 31, 2015 160.7 Equity contributions 0.5 Equity in earnings of DCIP(1) 41.6 Receipt of cash distributions(2) (9.7 ) Change in fair value of equity method investee interest rate swap transactions 0.1 Balance as of December 31, 2016 193.2 Equity contributions 1.2 Equity in earnings of DCIP(1) 43.5 Receipt of cash distributions(2) (9.5 ) Change in fair value of equity method investee interest rate swap transactions 0.3 Balance as of December 31, 2017 $ 228.7 _______________________________________________________________________________ (1) Represents the Company's share of the net income of DCIP. Such amount is presented as a component of "Equity in income of non-consolidated entities and other, net" in the accompanying consolidated statements of income. (2) Represents cash distributions from DCIP as a return on its investment. In accordance with the master equipment lease agreement (the "Master Lease"), the digital projection systems are leased from a subsidiary of DCIP under a 12 -year term with ten one-year fair value renewal options. The Master Lease also contains a fair value purchase option. As of December 31, 2017 , under the Master Lease, the Company pays annual minimum rent of $1,000 per digital projection system through the end of the lease term. The Company considers the $1,000 rent payment to be a minimum rental, and accordingly, records such rent on a straight-line basis in its consolidated financial statements. The Company is also subject to various types of other rent if such digital projection systems do not meet minimum performance requirements as outlined in the Master Lease. Certain of the other rent payments are subject to either a monthly or an annual maximum. The Company accounts for the Master Lease as an operating lease for accounting purposes. During the years ended December 31, 2017 , December 31, 2016 , and December 31, 2015 , the Company incurred total rent expense of approximately $5.3 million , $5.3 million , and $5.4 million , respectively, associated with the leased digital projection systems. Such rent expense is presented as a component of "Other operating expenses" in the Company's consolidated statements of income. Summarized consolidated statements of operations information for DCIP for the years ended December 31, 2017 , December 31, 2016 , and December 31, 2015 is as follows (in millions): Year Ended December 31, 2017 Year Ended Year Ended Net revenues $ 177.4 $ 178.8 $ 172.3 Income from operations 106.7 107.9 103.4 Net income 93.1 89.2 79.3 Summarized consolidated balance sheet information for DCIP as of December 31, 2017 and 2016 is as follows (in millions): December 31, 2017 December 31, 2016 Current assets $ 56.3 $ 45.1 Noncurrent assets 772.4 861.3 Total assets 828.7 906.4 Current liabilities 59.2 44.8 Noncurrent liabilities 296.8 464.2 Total liabilities 356.0 509.0 Members' equity 472.7 397.4 Liabilities and members' equity 828.7 906.4 Investment in Open Road Films On August 4, 2017, the Company sold all of its 50% equity interest in Open Road Films, a film distribution company jointly owned by us and AMC, to a third party for total proceeds of approximately $14.0 million . In accordance with the purchase agreement, approximately $3.7 million of the net proceeds received were in satisfaction of various receivables and other amounts due to the Company related to film marketing services provided to Open Road Films prior to the closing date. As a result of the sale, the Company recorded a gain of approximately $17.8 million , representing the difference between the net proceeds received of $10.3 million (after satisfaction of the above amounts due the Company) and the carrying amount of the Company's investment in Open Road Films (approximately $(7.5) million ) as of the closing date. Also effective with closing, the Company and Open Road Films entered into a new marketing agreement with respect to films released by Open Road Films after the closing date. |
DEBT OBLIGATIONS
DEBT OBLIGATIONS | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
DEBT OBLIGATIONS | DEBT OBLIGATIONS Debt obligations at December 31, 2017 and December 31, 2016 consist of the following (in millions): December 31, 2017 December 31, 2016 Regal Cinemas Amended Senior Credit Facility, net of debt discount $ 1,097.2 $ 954.7 Regal 5 3 / 4 % Senior Notes Due 2022 775.0 775.0 Regal 5 3 / 4 % Senior Notes Due 2025 250.0 250.0 Regal 5 3 / 4 % Senior Notes Due 2023 250.0 250.0 Lease financing arrangements, weighted average interest rate of 11.22% as of December 31, 2017, maturing in various installments through November 2028 88.3 97.1 Capital lease obligations, 7.8% to 10.7%, maturing in various installments through December 2030 7.0 9.2 Other 2.8 4.1 Total debt obligations 2,470.3 2,340.1 Less current portion 26.6 25.5 Less debt issuance costs, net of accumulated amortization of $22.3 and $18.5, respectively 23.1 25.8 Total debt obligations, less current portion and debt issuance costs $ 2,420.6 $ 2,288.8 Regal Cinemas Seventh Amended and Restated Credit Agreement — On April 2, 2015, Regal Cinemas entered into a seventh amended and restated credit agreement (the “Amended Senior Credit Facility”), with Credit Suisse AG as Administrative Agent (“Credit Suisse AG”) and the lenders party thereto which amended, restated and refinanced the sixth amended and restated credit agreement (the “Prior Senior Credit Facility”). The Amended Senior Credit Facility consisted of a term loan facility (the “Term Facility”) in an aggregate principal amount of $965.8 million with a final maturity date in April 2022 and a revolving credit facility (the “Revolving Facility”) in an aggregate principal amount of $85.0 million with a final maturity date in April 2020. The Term Facility amortized in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount of the Term Facility, with the balance payable on the Term Facility maturity date. Proceeds from the Term Facility (approximately $963.3 million , net of debt discount) were applied to refinance the term loan under the Prior Senior Credit Facility, which had an aggregate outstanding principal balance of approximately $963.2 million . As a result of the amendment, the Company recorded a loss on debt extinguishment of approximately $5.7 million during the year ended December 31, 2015. On June 1, 2016, Regal Cinemas entered into a permitted secured refinancing agreement with REH, the guarantors party thereto, Credit Suisse AG and the lenders party thereto (the "June 2016 Refinancing Agreement"). Pursuant to the June 2016 Refinancing Agreement, Regal Cinemas consummated a permitted secured refinancing of the Term Facility under the Amended Senior Credit Facility, which had an aggregate principal balance of approximately $958.5 million , and in accordance therewith, received term loans in an aggregate principal amount of approximately $958.5 million with a final maturity date in April 2022. Together with other amounts provided by Regal Cinemas, proceeds of the term loans were applied to repay all of the outstanding principal and accrued and unpaid interest on the Term Facility under the Amended Senior Credit Facility. In connection with the execution of the June 2016 Refinancing Agreement, the Company recorded a loss on debt extinguishment of approximately $1.5 million during the quarter ended June 30, 2016. On December 2, 2016, Regal Cinemas entered into a permitted secured refinancing agreement (the “December 2016 Refinancing Agreement”) with REH, the guarantors party thereto, Credit Suisse AG and the lenders party thereto. Pursuant to the December 2016 Refinancing Agreement, Regal Cinemas consummated a permitted secured refinancing of the Term Facility, which had an aggregate principal balance of approximately $956.1 million , and in accordance therewith received term loans in an aggregate principal amount of approximately $956.1 million with a final maturity date in April 2022. Together with other amounts provided by Regal Cinemas, proceeds of the term loans were applied to repay all of the outstanding principal and accrued and unpaid interest on the Term Facility under the Amended Senior Credit Facility. In connection with the execution of the December 2016 Refinancing Agreement, the Company recorded a loss on debt extinguishment of approximately $1.4 million during the quarter ended December 31, 2016. On June 6, 2017, Regal Cinemas entered into a permitted secured refinancing and incremental joinder agreement (the “June 2017 Refinancing Agreement”) with REH, the guarantors party thereto, Credit Suisse AG and the lenders party thereto. Pursuant to the June 2017 Refinancing Agreement, Regal Cinemas consummated a permitted secured refinancing of the Term Facility, which had an aggregate principal balance of approximately $953.7 million , and in accordance therewith, received term loans in an aggregate principal amount of approximately $953.7 million with a final maturity date in April 2022 (the “Refinanced Term Loans”). Together with other amounts provided by Regal Cinemas, proceeds of the Refinanced Term Loans were applied to repay all of the outstanding principal and accrued and unpaid interest on the existing term facility under the Amended Senior Credit Facility in effect immediately prior to the making of the Refinanced Term Loans. Pursuant to the June 2017 Refinancing Agreement, Regal Cinemas also exercised the “accordion” feature under the Amended Senior Credit Facility to increase the aggregate amount of term loans thereunder by $150.0 million (the "2017 Accordion"). The "accordion" feature provides Regal Cinemas with the option to borrow additional term loans under the Amended Senior Credit Facility in an amount of up to $200.0 million , plus additional amounts as would not cause the consolidated total leverage ratio to exceed 3.00 :1.00, in each case, subject to lenders providing additional commitments for such amounts and the satisfaction of certain other customary conditions. The entire $150.0 million under the 2017 Accordion was fully drawn on June 6, 2017 on the same terms as the Refinanced Term Loans (such amounts drawn, the “Incremental Term Loans”, and together with the Refinanced Term Loans, the "New Term Loans"). A portion of the proceeds of the Incremental Term Loans were used by Regal Cinemas to pay fees and expenses related to the June 2017 Refinancing Agreement, with the remainder used to partially fund the acquisitions described in Note 2-"Acquisitions." The New Term Loans amortize in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount of the New Term Loans, with the balance payable on the maturity date of the New Term Loans. The June 2017 Refinancing Agreement also amends the Amended Senior Credit Facility by reducing the interest rate on the New Term Loans, by providing, at Regal Cinemas’ option, either a base rate or an adjusted LIBOR rate plus, in each case, an applicable margin. Such applicable margin will be either 1.00% in the case of base rate loans or 2.00% in the case of LIBOR rate loans. The June 2017 Refinancing Agreement also provides for a 1% prepayment premium applicable in the event that Regal Cinemas enters into a refinancing or amendment of the New Term Loans on or prior to the six -month anniversary of the closing of the June 2017 Refinancing Agreement that, in either case, has the effect of reducing the interest rate on the New Term Loans. In connection with the execution of the June 2017 Refinancing Agreement, the Company recorded a loss on debt extinguishment of approximately $1.3 million during the quarter ended June 30, 2017. No amounts have been drawn on the Revolving Facility. As of December 31, 2017, we had approximately $2.7 million outstanding in letters of credit, leaving approximately $82.3 million available for drawing under the Revolving Facility. The obligations of Regal Cinemas are secured by, among other things, a lien on substantially all of its tangible and intangible personal property (including but not limited to accounts receivable, inventory, equipment, general intangibles, investment property, deposit and securities accounts, and intellectual property) and certain owned real property. The obligations under the Amended Senior Credit Facility are also guaranteed by certain subsidiaries of Regal Cinemas and secured by a lien on all or substantially all of such subsidiaries’ personal property and certain owned real property pursuant to that certain second amended and restated guaranty and collateral agreement, dated as of May 19, 2010, among Regal Cinemas, certain subsidiaries of Regal Cinemas party thereto and Credit Suisse AG (the “Amended Guaranty Agreement”). The obligations are further guaranteed by Regal Entertainment Holdings, Inc., on a limited recourse basis, with such guaranty being secured by a lien on the capital stock of Regal Cinemas. Borrowings under the Amended Senior Credit Facility bear interest, at Regal Cinemas’ option, at either a base rate or an adjusted LIBOR rate (as defined in the Amended Senior Credit Facility) plus, in each case, an applicable margin of 1.00% in the case of base rate loans or 2.00% in the case of LIBOR rate loans. Interest is payable (a) in the case of base rate loans, quarterly in arrears, and (b) in the case of LIBOR rate loans, at the end of each interest period, but in no event less often than every 3 months . Regal Cinemas may prepay borrowings under the Amended Senior Credit Facility, in whole or in part, in minimum amounts and subject to other conditions set forth in the Amended Senior Credit Facility. Regal Cinemas is required to make mandatory prepayments with: • 50% of excess cash flow in any fiscal year (as reduced by voluntary repayments of the New Term Loans), with elimination based upon achievement and maintenance of a leverage ratio of 3.75 :1.00 or less; • 100% of the net cash proceeds of all asset sales or other dispositions of property by Regal Cinemas and its subsidiaries, subject to certain exceptions (including reinvestment rights); and • 100% of the net cash proceeds of issuances of funded debt of Regal Cinemas and its subsidiaries, subject to exceptions for most permitted debt issuances. The above-described mandatory prepayments are required to be applied pro rata to the remaining amortization payments under the New Term Loans. When there are no longer outstanding loans under the New Term Loans, mandatory prepayments are to be applied to prepay outstanding loans under the Revolving Facility with no corresponding permanent reduction of commitments under the Revolving Facility. The Amended Senior Credit Facility includes the following financial maintenance covenants, which are applicable only in certain circumstances where usage of the revolving credit commitments exceeds 30% of such commitments. Such financial covenants are limited to the following: • maximum adjusted leverage ratio, determined by the ratio of (i) the sum of funded debt (net of unencumbered cash) plus the product of eight (8) times lease expense to (ii) consolidated EBITDAR (as defined in the Amended Senior Credit Facility), of 6.0 to 1.0; and • maximum total leverage ratio, determined by the ratio of funded debt (net of unencumbered cash) to consolidated EBITDA, of 4.0 to 1.0. The Amended Senior Credit Facility requires that Regal Cinemas and its subsidiaries comply with covenants relating to customary matters, including with respect to incurring indebtedness and liens, making investments and acquisitions, effecting mergers and asset sales, prepaying indebtedness, and paying dividends. The Amended Senior Credit Facility also limits capital expenditures to an amount not to exceed 35% of consolidated EBITDA for the prior fiscal year plus a one -year carryforward for unused amounts from the prior fiscal year. Among other things, such limitations will restrict the ability of Regal Cinemas to fund the operations of Regal or any subsidiary of Regal that is not a subsidiary of Regal Cinemas which guarantees the obligations under Amended Senior Credit Facility. The Amended Senior Credit Facility includes events of default relating to customary matters, including, among other things, nonpayment of principal, interest or other amounts; violation of covenants; incorrectness of representations and warranties in any material respect; cross default and cross acceleration with respect to indebtedness in an aggregate principal amount of $25.0 million or more; bankruptcy; judgments involving liability of $25.0 million or more that are not paid; ERISA events; actual or asserted invalidity of guarantees or security documents; and change of control. As of December 31, 2017 and December 31, 2016 , borrowings of $1,097.2 million (net of debt discount) and $954.7 million (net of debt discount), respectively, were outstanding under the New Term Loans and term facility under the Prior Senior Credit Facility at an effective interest rate of 3.68% (as of December 31, 2017 ) and 3.56% (as of December 31, 2016 ), after the impact of the interest rate swaps is taken into account. See Note 16—"Subsequent Events," for further developments occurring after December 31, 2017 with respect to the Amended Senior Credit Facility in connection with the Merger. Regal 5 3 / 4 % Senior Notes Due 2022— On March 11, 2014, Regal issued $775.0 million in aggregate principal amount of its 5 3 / 4 % senior notes due 2022 (the “5 3 / 4 % Senior Notes Due 2022”) in a registered public offering. The net proceeds from the offering were approximately $760.1 million , after deducting underwriting discounts and offering expenses. Regal used a portion of the net proceeds from the offering to purchase approximately $222.3 million aggregate principal amount of its then outstanding 9 1 / 8 % Senior Notes for an aggregate purchase price of approximately $240.5 million pursuant to a cash tender offer for such notes, and $355.8 million aggregate principal amount of Regal Cinemas' then outstanding 8 5 / 8 % Senior Notes for an aggregate purchase price of approximately $381.0 million pursuant to a cash tender offer for such notes as described further below. Also on March 11, 2014, the Company and Regal Cinemas each announced their intention to redeem all 9 1 / 8 % Senior Notes and 8 5 / 8 % Senior Notes that remained outstanding following the consummation of the tender offers at a price equal to 100% of the principal amount thereof plus a “make-whole” premium and accrued and unpaid interest payable thereon up to, but not including, the redemption date, in accordance with the terms of the indentures governing the 9 1 / 8 % Senior Notes and 8 5 / 8 % Senior Notes. On April 10, 2014, the remaining 9 1 / 8 % Senior Notes and 8 5 / 8 % Senior Notes were fully redeemed by the Company and Regal Cinemas for an aggregate purchase price of $144.9 million (including accrued and unpaid interest) using the remaining net proceeds from the 5 3 / 4 % Senior Notes Due 2022 and available cash on hand. The 5 3 / 4 % Senior Notes Due 2022 bear interest at a rate of 5.75% per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning September 15, 2014. The 5 3 / 4 % Senior Notes Due 2022 will mature on March 15, 2022. The 5 3 / 4 % Senior Notes Due 2022 are the Company’s senior unsecured obligations and rank equal in right of payment with all of the Company’s existing and future senior unsecured indebtedness and prior to all of the Company’s future subordinated indebtedness. The 5 3 / 4 % Senior Notes Due 2022 are effectively subordinated to all of the Company’s future secured indebtedness to the extent of the value of the collateral securing that indebtedness and structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s subsidiaries. None of the Company’s subsidiaries guaranty any of the Company’s obligations with respect to the 5 3 / 4 % Senior Notes Due 2022. Prior to March 15, 2017, the Company may redeem all or any part of the 5 3 / 4 % Senior Notes Due 2022 at its option at 100% of the principal amount, plus accrued and unpaid interest to the redemption date and a make-whole premium. The Company may redeem the 5 3 / 4 % Senior Notes Due 2022 in whole or in part at any time on or after March 15, 2017 at the redemption prices specified in the indenture. In addition, prior to March 15, 2017, the Company may redeem up to 35% of the original aggregate principal amount of the 5 3 / 4 % Senior Notes Due 2022 from the net proceeds of certain equity offerings at the redemption price specified in the indenture. The Company has not separated the make-whole premium from the underlying debt instrument to account for it as a derivative instrument, as the economic characteristics and risks of this embedded derivative are clearly and closely related to the economic characteristics and risks of the underlying debt. If the Company undergoes a change of control (as defined in the indenture), holders may require the Company to repurchase all or a portion of their 5 3 / 4 % Senior Notes Due 2022 at a price equal to 101% of the principal amount of the notes being repurchased, plus accrued and unpaid interest, if any, to the date of purchase. The indenture contains covenants that limit the Company's (and its restricted subsidiaries') ability to, among other things: (i) incur additional indebtedness; (ii) pay dividends on or make other distributions in respect of its capital stock, purchase or redeem capital stock, or purchase, redeem or otherwise acquire or retire certain subordinated obligations; (iii) enter into certain transactions with affiliates; (iv) permit, directly or indirectly, it to create, incur, or suffer to exist any lien, except in certain circumstances; (v) create or permit encumbrances or restrictions on the ability of its restricted subsidiaries to pay dividends or make distributions on their capital stock, make loans or advances to other subsidiaries or the Company, or transfer any properties or assets to other subsidiaries or the Company; and (vi) merge or consolidate with other companies or transfer all or substantially all of its assets. These covenants are, however, subject to a number of important limitations and exceptions. The indenture contains other customary terms, including, but not limited to, events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding notes to be due and payable immediately. See Note 16—"Subsequent Events," for further developments occurring after December 31, 2017 with respect to the 5 3 / 4 % Senior Notes Due 2022 in connection with the Merger. Regal 5 3 / 4 % Senior Notes Due 2025— On January 17, 2013, Regal issued $250.0 million in aggregate principal amount of its 5 3 / 4 % senior notes due 2025 (the "5 3 / 4 % Senior Notes Due 2025") in a registered public offering. The net proceeds from the offering were approximately $244.5 million , after deducting underwriting discounts and offering expenses. Regal used approximately $194.4 million of the net proceeds from the offering to fund the acquisition of Hollywood Theaters. The 5 3 / 4 % Senior Notes Due 2025 bear interest at a rate of 5.75% per year, payable semiannually in arrears on February 1 and August 1 of each year, beginning August 1, 2013. The 5 3 / 4 % Senior Notes Due 2025 will mature on February 1, 2025. The 5 3 / 4 % Senior Notes Due 2025 are the Company's senior unsecured obligations. They rank equal in right of payment with all of the Company's existing and future senior unsecured indebtedness and prior to all of the Company's future subordinated indebtedness. The 5 3 / 4 % Senior Notes Due 2025 are effectively subordinated to all of the Company's future secured indebtedness to the extent of the value of the collateral securing that indebtedness and structurally subordinated to all existing and future indebtedness and other liabilities of the Company's subsidiaries. None of the Company's subsidiaries guaranty any of the Company's obligations with respect to the 5 3 / 4 % Senior Notes Due 2025. Prior to February 1, 2018, the Company may redeem all or any part of the 5 3 / 4 % Senior Notes Due 2025 at its option at 100% of the principal amount, plus accrued and unpaid interest to the redemption date and a make-whole premium. The Company may redeem the 5 3 / 4 % Senior Notes Due 2025 in whole or in part at any time on or after February 1, 2018 at the redemption prices specified in the indenture governing the 5 3 / 4 % Senior Notes Due 2025. In addition, prior to February 1, 2016, the Company may redeem up to 35% of the original aggregate principal amount of the 5 3 / 4 % Senior Notes Due 2025 from the net proceeds from certain equity offerings at the redemption price specified in the indenture. The Company has not separated the make-whole premium from the underlying debt instrument to account for it as a derivative instrument, as the economic characteristics and risks of this embedded derivative are clearly and closely related to the economic characteristics and risks of the underlying debt. If the Company undergoes a change of control (as defined in the indenture), holders may require the Company to repurchase all or a portion of their notes at a price equal to 101% of the principal amount of the notes being repurchased, plus accrued and unpaid interest, if any, to the date of purchase. The indenture contains covenants that limit the Company's (and its restricted subsidiaries') ability to, among other things: (i) incur additional indebtedness; (ii) pay dividends on or make other distributions in respect of its capital stock, purchase or redeem capital stock, or purchase, redeem or otherwise acquire or retire certain subordinated obligations; (iii) enter into certain transactions with affiliates; (iv) permit, directly or indirectly, it to create, incur, or suffer to exist any lien, except in certain circumstances; (v) create or permit encumbrances or restrictions on the ability of its restricted subsidiaries to pay dividends or make distributions on their capital stock, make loans or advances to other subsidiaries or the Company, or transfer any properties or assets to other subsidiaries or the Company; and (vi) merge or consolidate with other companies or transfer all or substantially all of its assets. These covenants are, however, subject to a number of important limitations and exceptions. The indenture contains other customary terms, including, but not limited to, events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding notes to be due and payable immediately. See Note 16—"Subsequent Events," for further developments occurring after December 31, 2017 with respect to the 5 3 / 4 % Senior Notes Due 2025 in connection with the Merger. Regal 5 3 / 4 % Senior Notes Due 2023— On June 13, 2013, Regal issued $250.0 million in aggregate principal amount of its 5 3 / 4 % senior notes due 2023 (the "5 3 / 4 % Senior Notes Due 2023") in a registered public offering. The net proceeds from the offering were approximately $244.4 million , after deducting underwriting discounts and offering expenses. Regal used the net proceeds from the offering to purchase approximately $213.6 million aggregate principal amount of its outstanding 9 1 / 8 % Senior Notes for an aggregate purchase price of approximately $244.3 million pursuant to a cash tender offer for such notes as described further above. The 5 3 / 4 % Senior Notes Due 2023 bear interest at a rate of 5.75% per year, payable semiannually in arrears on June 15 and December 15 of each year, beginning December 15, 2013. The 5 3 / 4 % Senior Notes Due 2023 will mature on June 15, 2023. The 5 3 / 4 % Senior Notes Due 2023 are the Company’s senior unsecured obligations. They rank equal in right of payment with all of the Company’s existing and future senior unsecured indebtedness and prior to all of the Company’s future subordinated indebtedness. The 5 3 / 4 % Senior Notes Due 2023 are effectively subordinated to all of the Company’s future secured indebtedness to the extent of the value of the collateral securing that indebtedness and structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s subsidiaries. None of the Company’s subsidiaries will guaranty any of the Company’s obligations with respect to the 5 3 / 4 % Senior Notes Due 2023. Prior to June 15, 2018, the Company may redeem all or any part of the 5 3 / 4 % Senior Notes Due 2023 at its option at 100% of the principal amount, plus accrued and unpaid interest to the redemption date and a make-whole premium. The Company may redeem the 5 3 / 4 % Senior Notes Due 2023 in whole or in part at any time on or after June 15, 2018 at the redemption prices specified in the indenture. In addition, prior to June 15, 2016, the Company may redeem up to 35% of the original aggregate principal amount of the 5 3 / 4 % Senior Notes Due 2023 from the net proceeds of certain equity offerings at the redemption price specified in the indenture. The Company has not separated the make-whole premium from the underlying debt instrument to account for it as a derivative instrument, as the economic characteristics and risks of this embedded derivative are clearly and closely related to the economic characteristics and risks of the underlying debt. If the Company undergoes a change of control (as defined in the indenture), holders may require the Company to repurchase all or a portion of their 5 3 / 4 % Senior Notes Due 2023 at a price equal to 101% of the principal amount of the notes being repurchased, plus accrued and unpaid interest, if any, to the date of purchase. The indenture contains covenants that limit the Company's (and its restricted subsidiaries') ability to, among other things: (i) incur additional indebtedness; (ii) pay dividends on or make other distributions in respect of its capital stock, purchase or redeem capital stock, or purchase, redeem or otherwise acquire or retire certain subordinated obligations; (iii) enter into certain transactions with affiliates; (iv) permit, directly or indirectly, it to create, incur, or suffer to exist any lien, except in certain circumstances; (v) create or permit encumbrances or restrictions on the ability of its restricted subsidiaries to pay dividends or make distributions on their capital stock, make loans or advances to other subsidiaries or the Company, or transfer any properties or assets to other subsidiaries or the Company; and (vi) merge or consolidate with other companies or transfer all or substantially all of its assets. These covenants are, however, subject to a number of important limitations and exceptions. The indenture contains other customary terms, including, but not limited to, events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding notes to be due and payable immediately. See Note 16—"Subsequent Events," for further developments occurring after December 31, 2017 with respect to the 5 3 / 4 % Senior Notes Due 2023 in connection with the Merger. Lease Financing Arrangements —These obligations primarily represent lease financing obligations resulting from the requirements of ASC Subtopic 840-40. Maturities of Debt Obligations —The Company's long-term debt and future minimum lease payments for its capital lease obligations and lease financing arrangements are scheduled to mature as follows: Long-Term Debt and Other Capital Leases Lease Financing Arrangements Total (in millions) 2018 $ 12.4 $ 1.0 $ 22.2 $ 35.6 2019 12.4 0.9 20.3 33.6 2020 11.1 0.9 14.7 26.7 2021 11.1 1.0 10.8 22.9 2022 1,828.0 1.0 9.0 1,838.0 Thereafter 500.0 8.1 52.7 560.8 Less: interest on capital leases and lease financing arrangements — (5.9 ) (41.4 ) (47.3 ) Totals $ 2,375.0 $ 7.0 $ 88.3 $ 2,470.3 Covenant Compliance —As of December 31, 2017 , we are in full compliance with all agreements, including all related covenants, governing our outstanding debt obligations. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
LEASES | LEASES The Company accounts for a majority of its leases as operating leases. Minimum rentals payable under all non-cancelable operating leases with terms in excess of one year as of December 31, 2017 , are summarized for the following fiscal years (in millions): 2018 $ 446.1 2019 404.0 2020 359.6 2021 322.0 2022 293.1 Thereafter 1,296.8 Total $ 3,121.6 Rent expense under such operating leases amounted to $426.8 million , $427.6 million and $421.5 million for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively. Contingent rent expense was $20.9 million , $23.5 million and $22.7 million for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of the provision for income taxes for income from operations are as follows (in millions): Year Ended December 31, 2017 Year Ended Year Ended Federal: Current $ 79.5 $ 89.2 $ 91.1 Deferred 4.6 3.3 (8.1 ) Total Federal 84.1 92.5 83.0 State: Current 22.7 19.6 19.9 Deferred (5.2 ) (0.9 ) (2.8 ) Total State 17.5 18.7 17.1 Total income tax provision $ 101.6 $ 111.2 $ 100.1 During the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , a current tax benefit of $0.0 million , $0.9 million and $1.8 million , respectively, was allocated directly to stockholders' equity for compensation expense for tax purposes in excess of amounts recognized for financial reporting purposes. A reconciliation of the provision for income taxes as reported and the amount computed by multiplying the income before taxes and extraordinary item by the U.S. federal statutory rate of 35% was as follows (in millions): Year Ended Year Ended Year Ended Provision calculated at federal statutory income tax rate $ 74.9 $ 98.6 $ 88.7 State and local income taxes, net of federal benefit 5.9 12.2 11.1 U.S. Tax Cuts and Jobs Act 15.9 — — Permanent items 4.1 0.6 0.5 Other 0.8 (0.2 ) (0.2 ) Total income tax provision $ 101.6 $ 111.2 $ 100.1 On December 22, 2017, the U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law by President Trump. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. U.S. GAAP requires that the impact of tax legislation be recognized in the period in which the law was enacted. As a result of the Tax Reform Act, the Company recorded federal and state tax expense of $10.5 million due to a remeasurement of deferred tax assets and liabilities during the year ended December 31, 2017. In December 2017, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118, which addresses how a company recognizes provisional amounts when a company does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the effect of the changes in the Tax Reform Act. The measurement period ends when a company has obtained, prepared and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year. With respect to our accounting for the effect of the changes in the Tax Reform Act, we are still in the process of evaluating the transition rule applicable to the executive compensation limitations that will be effective January 1, 2018 and the impact of the full-expensing provisions on property and equipment placed in service during the year ended December 31, 2017. Furthermore, the remeasurement of the deferred tax liabilities associated with the Company’s investments in National CineMedia and DCIP are based on estimates of the tax basis of these investments at December 31, 2017. Therefore, the federal and state tax expenses represent provisional amounts and the Company’s current best estimate. Any adjustments recorded to the provisional amounts during the one-year measurement period will be included in income from operations as an adjustment to tax expense. The provisional amounts incorporate assumptions made based upon the Company’s current interpretation of the Tax Reform Act and may change as the Company receives additional clarification and implementation guidance. Significant components of the Company's net deferred tax asset consisted of the following at (in millions): December 31, 2017 December 31, 2016 Deferred tax assets: Net operating loss carryforward $ 21.4 $ 46.6 Excess of tax basis over book basis of fixed assets 18.0 55.2 Deferred revenue 119.4 176.5 Deferred rent 76.6 86.6 Other 8.8 14.3 Total deferred tax assets 244.2 379.2 Valuation allowance (16.7 ) (34.5 ) Total deferred tax assets, net of valuation allowance 227.5 344.7 Deferred tax liabilities: Excess of book basis over tax basis of intangible assets (34.9 ) (58.7 ) Excess of book basis over tax basis of investments (128.2 ) (219.1 ) Other (9.9 ) (10.6 ) Total deferred tax liabilities (173.0 ) (288.4 ) Net deferred tax asset $ 54.5 $ 56.3 At December 31, 2017 , the Company had net operating loss carryforwards for federal income tax purposes of approximately $69.4 million with expiration commencing in 2018. The Company's net operating loss carryforwards were generated by the entities of Edwards and Hollywood Theaters. The Tax Reform Act of 1986 imposed substantial restrictions on the utilization of net operating losses in the event of an "ownership change" of a corporation. Accordingly, the Company's ability to utilize the net operating losses acquired from Edwards and Hollywood Theaters may be impaired as a result of the "ownership change" limitations. The Company’s state net operating losses may be carried forward for various periods, between seven and 20 years , with expiration commencing in 2018. The Company also has net operating losses in U.S. territorial jurisdictions with expirations commencing in 2019. In assessing the realizable value of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which these temporary differences become deductible. The Company has recorded a valuation allowance against deferred tax assets of $16.7 million and $34.5 million as of December 31, 2017 and December 31, 2016 , respectively, as management believes it is more likely than not that certain deferred tax assets will not be realized in future tax periods. Future reductions in the valuation allowance associated with a change in management's determination of the Company's ability to realize these deferred tax assets will result in a decrease in the provision for income taxes. During the year ended December 31, 2017 , the valuation allowance decreased by $11.0 million related to a reduction in certain state net operating losses in connection with the settlement of state tax positions and decreased by $6.8 million related to the U.S. Tax Cuts and Jobs Act. In accordance with the provisions of ASC Subtopic 740-10, a reconciliation of the change in the amount of unrecognized tax benefits during the years ended December 31, 2017 and December 31, 2016 was as follows (in millions): Year Ended Year Ended Beginning balance $ 10.9 $ 13.1 Decreases related to prior year tax positions (2.5 ) — Increases related to current year tax positions 0.2 0.4 Lapse of statute of limitations (2.9 ) (2.6 ) Ending balance $ 5.7 $ 10.9 Exclusive of interest and penalties, it is reasonably possible that gross unrecognized tax benefits associated with state tax positions will decrease between $0.6 million and $3.5 million within the next 12 months primarily due to the settlement of tax disputes with taxing authorities and the expiration of the statute of limitations. The total net unrecognized tax benefits that would affect the effective tax rate if recognized at December 31, 2017 and December 31, 2016 was $4.6 million and $5.4 million , respectively. Additionally, the total net unrecognized tax benefits that would result in an increase to the valuation allowance if recognized at December 31, 2017 and December 31, 2016 was approximately $0.0 million and $1.7 million , respectively. The Company recognizes interest and penalties accrued related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2017 and December 31, 2016 , the Company has accrued gross interest and penalties of approximately $2.0 million and $1.8 million , respectively. The total amount of interest and penalties recognized in the statement of income for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 was $0.2 million , $(0.2) million and $0.3 million , respectively. The Company and its subsidiaries collectively file income tax returns in the U.S. federal jurisdiction and various state and U.S. territory jurisdictions. The Company is not subject to U.S. federal or U.S. Territory examinations before 2014, and with limited exceptions, state examinations before 2013. However, the taxing authorities still have the ability to review the propriety of tax attributes created in closed tax years if such tax attributes are utilized in an open tax year. During the year ended December 31, 2017, the Company settled an Internal Revenue Service ("IRS") examination of its 2014 federal income tax return. The settlement did not have a material impact on the Company’s financial statements. In September 2017, the Company was notified that the IRS would examine its 2015 federal tax return. The Company is in the process of providing information requested by the IRS with respect to such tax year. Management believes that it has provided adequate provision for income taxes relative to the tax year under examination. |
LITIGATION AND CONTINGENCIES
LITIGATION AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
LITIGATION AND CONTINGENCIES | LITIGATION AND CONTINGENCIES The Company is presently involved in various judicial, administrative, regulatory and arbitration proceedings concerning matters arising in the ordinary course of business operations, including but not limited to, personal injury claims, landlord-tenant, antitrust, vendor and other third party disputes, tax disputes, employment and other contractual matters, some of which are described below. Many of these proceedings are at preliminary stages, and many of these cases seek an indeterminate amount of damages. The Company's theatre operations are also subject to federal, state and local laws governing such matters as wages, working conditions, citizenship and health and sanitation and environmental protection requirements. On October 9, 2012, staff at the San Francisco Regional Water Quality Board (the "Regional Board") notified United Artists Theatre Circuit, Inc. (“UATC”), an indirect, wholly owned subsidiary of the Company, that the Regional Board was contemplating issuing a cleanup and abatement order to UATC with respect to a property in Santa Clara, California that UATC owned and then leased during the 1960s and 1970s. On June 25, 2013, the Regional Board issued a tentative order to UATC setting out proposed site clean-up requirements for UATC with respect to the property. According to the Regional Board, the property in question has been contaminated by dry-cleaning facilities that operated at the property in question from approximately 1961 until 1996. The Regional Board also issued a tentative order to the current property owner, who has been conducting site investigation and remediation activities at the site for several years. UATC submitted comments to the Regional Board on July 28, 2013, objecting to the tentative order. The Regional Board considered the matter at its regular meeting on September 11, 2013 and adopted the tentative order with only minor changes. On October 11, 2013, UATC filed a petition with the State Water Resources Control Board (“the State Board”) for review of the Regional Board’s order. The State Board failed to act on the petition and hence by operation of law it was deemed denied, and UATC filed a petition for writ of mandamus with the California Superior Court seeking review and modification of the order. On September 29, 2017, the Superior Court ruled in UATC’s favor and granted its Petition for a Writ of Mandamus challenging the cleanup and abatement order, and remanded the matter to the Regional Board for further proceedings in light of the Superior Court’s opinion. On November 3, 2017, the court amended its order to allow the Regional Board to remove UATC as a named discharger under the order while leaving the rest of the order intact against the current property owner. On November 30, 2017, the Regional Board filed a notice of appeal with the California Court of Appeal. UATC subsequently filed a notice of cross appeal to preserve its bankruptcy defense. UATC intends to continue to vigorously defend this matter. UATC has been cooperating with the Regional Board while it appeals the Regional Board's cleanup and abatement order. To that end, UATC and the current property owner jointly submitted, and on October 27, 2015, the Regional Board approved, a Remedial Action Plan (“RAP”) to remediate the dry-cleaner contamination. We believe that we are, and were during the period in question described in this paragraph, in compliance with such applicable laws and regulations. On January 28, 2016, Regional Board staff contacted UATC’s counsel in the Santa Clara matter to ascertain whether he would be representing UATC in connection with the cleanup of a drycleaner-impacted property located in Millbrae, California that the Regional Board believes UATC or related entities formerly owned during the dry-cleaning operations. Counsel subsequently responded in the affirmative. The Company has received no further communications from the Regional Board on this matter. On May 5, 2014, NCM, Inc. announced that it had entered into a merger agreement to acquire Screenvision, LLC ("Screenvision"). On November 3, 2014, the United States Department of Justice (the "DOJ") filed an antitrust lawsuit seeking to enjoin the proposed merger between NCM, Inc. and Screenvision. On March 16, 2015, NCM, Inc. announced that it had agreed with Screenvision to terminate the merger agreement. On March 17, 2015, the Company was notified by the DOJ that it had opened an investigation into potential anticompetitive conduct by and coordination among NCM, Inc., National CineMedia, Regal, AMC and Cinemark (the “DOJ Notice”). In addition, the DOJ Notice requested that the Company preserve all documents and information since January 1, 2011 relating to movie clearances or communications or cooperation between and among AMC, Regal and Cinemark or their participation in NCM. On May 28, 2015, the Company received a civil investigative demand (the “CID”) from the DOJ as part of an investigation into potentially anticompetitive conduct under Sections 1 and 2 of the Sherman Act, 15 U.S.C. § 1 and § 2. The Company has also received investigative demands from the antitrust sections of various state attorneys general regarding movie clearances and Regal's various joint venture investments, including National CineMedia. The CID and various state investigative demands require the Company to produce documents and answer interrogatories. The Company may receive additional investigative demands from the DOJ and state attorneys general regarding these or related matters. The Company has cooperated with these investigations and other related Federal or state investigations. The DOJ and various state investigations may also give rise to lawsuits filed against the Company related to clearances and the Company’s investments in its various joint ventures. While we do not believe that the Company has engaged in any violation of Federal or state antitrust or competition laws during its participation in NCM and other joint ventures, we can provide no assurances as to the scope, timing or outcome of the DOJ’s or any other state or Federal governmental reviews of the Company’s conduct. In situations where management believes that a loss arising from judicial, administrative, regulatory and arbitration proceedings is probable and can reasonably be estimated, the Company records the amount of the loss, or the minimum estimated liability when the loss is estimated using a range and no amount within the range is more probable than another. As additional information becomes available, any potential liability related to these proceedings is assessed and the estimates are revised, if necessary. The amounts reserved for such proceedings totaled approximately $3.3 million and $3.5 million as of December 31, 2017 and December 31, 2016, respectively. Management believes any additional liability with respect to these claims and disputes will not be material in the aggregate to the Company’s consolidated financial position, results of operations or cash flows. Under ASC Topic 450, Contingencies—Loss Contingencies , an event is "reasonably possible" if "the chance of the future event or events occurring is more than remote but less than likely" and an event is "remote" if "the chance of the future event or events occurring is slight." Thus, references to the upper end of the range of reasonably possible loss for cases in which the Company is able to estimate a range of reasonably possible loss mean the upper end of the range of loss for cases for which the Company believes the risk of loss is more than slight. Management is unable to estimate a range of reasonably possible loss for cases described herein in which damages have not been specified and (i) the proceedings are in early stages, (ii) there is uncertainty as to the likelihood of a class being certified or the ultimate size of the class, (iii) there is uncertainty as to the outcome of pending appeals or motions, (iv) there are significant factual issues to be resolved, and/or (v) there are novel legal issues presented. However, for these cases, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material adverse effect on the Company’s financial condition, though the outcomes could be material to the Company’s operating results for any particular period, depending, in part, upon the operating results for such period. Our theatres must comply with Title III of the Americans with Disabilities Act of 1990 (the "ADA") to the extent that such properties are "public accommodations" and/or "commercial facilities" as defined by the ADA. Compliance with the ADA requires that public accommodations "reasonably accommodate" individuals with disabilities and that new construction or alterations made to "commercial facilities" conform to accessibility guidelines unless "structurally impracticable" for new construction or technically infeasible for alterations. Non-compliance with the ADA could result in the imposition of injunctive relief, fines, awards of damages to private litigants and additional capital expenditures to remedy such non-compliance. The Company believes that it is in substantial compliance with all current applicable regulations relating to accommodations for the disabled. The Company intends to comply with future regulations in this regard and except as set forth above, does not currently anticipate that compliance will require the Company to expend substantial funds. The Company has entered into employment contracts (the "employment contracts"), with four of its current executive officers, Ms. Miles and Messrs. Dunn, Ownby, and Brandow, to whom we refer as the "executive" or "executives." Under each of the employment contracts, the Company must indemnify each executive from and against all liabilities with respect to such executive's service as an officer, and as a director, to the extent applicable. In addition, under the employment contracts, each executive is entitled to severance payments in connection with the termination by the Company of the executive without cause, the termination by the executive for good reason, or the termination of the executive under circumstances in connection with a change of control of the Company (as defined within each employment contract). Pursuant to each employment contract, the Company provides for severance payments if the Company terminates an executive's employment without cause or if an executive terminates his or her employment for good reason; provided , however , such executive must provide written notification to the Company of the existence of a condition constituting good reason within 90 days of the initial existence of such condition and the resignation must occur within two ( 2 ) years of such existence date. Under these circumstances, the executive shall be entitled to receive severance payments equal to (i) the actual bonus, pro-rated to the date of termination, that executive would have received with respect to the fiscal year in which the termination occurs; (ii) two times the executive's annual base salary plus one times the executive's target bonus; and (iii) continued coverage under any medical, health and life insurance plans for a 24 -month period following the date of termination. If the Company terminates any executive's employment, or if any executive resigns for good reason, within three ( 3 )months prior to, or one ( 1 ) year after, a change of control of the Company (as defined within each employment contract), the executive shall be entitled to receive severance payments equal to: (i) the actual bonus, pro-rated to the date of termination, that executive would have received with respect to the fiscal year in which the termination occurs; and (ii)(a) in the case of Ms. Miles, two and one-half times the executive's annual base salary plus two times the executive's target bonus; and (b) in the case of Messrs. Dunn, Ownby, and Brandow, two times the executive's annual salary plus one and one-half times the executive's target bonus; and (iii) continued coverage under any medical, health and life insurance plans for a 30 -month period following the date of termination. Pursuant to the employment contracts, the maximum amount of payments and benefits payable (excluding the value of any unvested restricted stock and unvested performance shares) to Ms. Miles and Messrs. Dunn, Ownby and Brandow, in the aggregate, if such executives were terminated (in the event of a change of control), would be approximately $13.4 million as of December 31, 2017 and without giving effect to any increases in compensation effected after such date. Each employment contract contains standard provisions for non-competition and non-solicitation of the Company's employees (other than the executive's secretary or other administrative employee who worked directly for executive) that are effective during the term of the executive's employment and shall continue for a period of one year following the executive's termination of employment with the Company. Each Executive is also subject to a permanent covenant to maintain confidentiality of the Company's confidential information. |
CAPITAL STOCK AND SHARE-BASED C
CAPITAL STOCK AND SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2017 | |
CAPITAL STOCK AND SHARE-BASED COMPENSATION | |
CAPITAL STOCK AND SHARE-BASED COMPENSATION | CAPITAL STOCK AND SHARE-BASED COMPENSATION Capital Stock As of December 31, 2017 , the Company's authorized capital stock consisted of: • 500,000,000 shares of Class A common stock, par value $0.001 per share; • 200,000,000 shares of Class B common stock, par value $0.001 per share; and • 50,000,000 shares of preferred stock, par value $0.001 per share. Of the authorized shares of Class A common stock, 18.0 million shares were sold in connection with the Company's initial public offering in May 2002. The Company's Class A common stock is listed on the New York Stock Exchange under the trading symbol "RGC." As of December 31, 2017 , 133,306,994 shares of Class A common stock were outstanding. Of the authorized shares of Class B common stock, 23,708,639 shares were outstanding as of December 31, 2017 , all of which are beneficially owned by The Anschutz Corporation ("Anschutz"). Each share of Class B common stock converts into a single share of Class A common stock at the option of the holder or upon certain transfers of a holder's Class B common stock. Each holder of Class B common stock is entitled to ten votes for each outstanding share of Class B common stock owned by that stockholder on every matter properly submitted to the stockholders for their vote. Of the authorized shares of the preferred stock, no shares were issued and outstanding as of December 31, 2017 . The Class A common stock is entitled to a single vote for each outstanding share of Class A common stock on every matter properly submitted to the stockholders for a vote. Except as required by law, the Class A and Class B common stock vote together as a single class on all matters submitted to the stockholders. The material terms and provisions of the Company's certificate of incorporation affecting the relative rights of the Class A common stock and the Class B common stock are described below. On August 2, 2016, the Company entered into an underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and The Anschutz Corporation and certain of its affiliates named therein (the “Selling Stockholders”). Pursuant to the underwriting agreement, the Selling Stockholders agreed to sell 13,000,000 shares of the Company’s Class A common stock, par value $0.001 per share, to Merrill Lynch, Pierce, Fenner & Smith Incorporated at a price of $21.60 per share. In addition, on November 17, 2016, the Company entered into an underwriting agreement with UBS Securities LLC and the Selling Stockholders. Pursuant to the underwriting agreement, the Selling Stockholders agreed to sell 13,000,000 shares of the Company’s Class A common stock, par value $0.001 per share, to UBS Securities LLC at a price of $22.95 per share. The Company did not receive any proceeds from the sales of the shares by the Selling Stockholders. The offerings were made pursuant to two prospectus supplements, dated August 3, 2016 and November 17, 2016, respectively, to the prospectus dated August 28, 2015 that was included in the Company’s effective shelf registration statement (Reg. No. 333-206656) relating to shares of the Company’s Class A common stock. As of December 31, 2017, Anschutz owned 12,440,000 shares of our issued and outstanding Class A Common Stock, representing approximately 9.3% of our Class A common stock issued and outstanding as of December 31, 2017, which together with the 23,708,639 shares of our Class B common stock owned by Anschutz, represents approximately 67.4% of the combined voting power of the outstanding shares of Class A common stock and Class B common stock as of December 31, 2017. Common Stock The Class A common stock and the Class B common stock are identical in all respects, except with respect to voting and except that each share of Class B common stock will convert into a single share of Class A common stock at the option of the holder or upon a transfer of the holder's Class B common stock, other than to certain transferees. Each holder of Class A common stock will be entitled to a single vote for each outstanding share of Class A common stock owned by that stockholder on every matter properly submitted to the stockholders for their vote. Each holder of Class B common stock will be entitled to ten votes for each outstanding share of Class B common stock owned by that stockholder on every matter properly submitted to the stockholders for their vote. Except as required by law, the Class A common stock and the Class B common stock will vote together on all matters. Subject to the dividend rights of holders of any outstanding preferred stock, holders of common stock are entitled to any dividend declared by the Board of Directors out of funds legally available for this purpose, and, subject to the liquidation preferences of any outstanding preferred stock, holders of common stock are entitled to receive, on a pro rata basis, all the Company's remaining assets available for distribution to the stockholders in the event of the Company's liquidation, dissolution or winding up. No dividend can be declared on the Class A or Class B common stock unless at the same time an equal dividend is paid on each share of Class B or Class A common stock, as the case may be. Dividends paid in shares of common stock must be paid, with respect to a particular class of common stock, in shares of that class. Holders of common stock do not have any preemptive right to become subscribers or purchasers of additional shares of any class of the Company's capital stock. The outstanding shares of common stock are, when issued and paid for, fully paid and nonassessable. The rights, preferences and privileges of holders of common stock may be adversely affected by the rights of the holders of shares of any series of preferred stock that the Company may designate and issue in the future. Preferred Stock The Company's certificate of incorporation allows the Company to issue, without stockholder approval, preferred stock having rights senior to those of the common stock. The Company's Board of Directors is authorized, without further stockholder approval, to issue up to 50,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions of any series of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, and to fix the number of shares constituting any series and the designations of these series. The issuance of preferred stock could decrease the amount of earnings and assets available for distribution to the holders of common stock or could adversely affect the rights and powers, including voting rights, of the holders of common stock. The issuance of preferred stock could also have the effect of decreasing the market price of the Class A common stock. As of December 31, 2017 , no shares of preferred stock are outstanding. Share Repurchase Program During the year ended December 31, 2017, the Company's Board of Directors authorized a share repurchase program, which provided for the authorization of the Company to repurchase up to $50.0 million of its outstanding Class A common stock through the first quarter of 2019. Repurchases can be made at management's discretion from time to time as market conditions warrant, through open market purchases, privately negotiated transactions, or otherwise, in accordance with all applicable securities laws and regulations. Treasury shares are retired upon repurchase. At retirement, the Company records treasury stock purchases at cost with any excess of cost over par value recorded as a reduction of additional paid-in capital. The Company made no repurchases of its outstanding Class A common stock during the year ended December 31, 2017. Warrants No warrants to acquire the Company's Class A or Class B common stock were outstanding as of December 31, 2017 . Dividends Regal paid four quarterly cash dividends of $0.22 per share on each outstanding share of the Company's Class A and Class B common stock, or approximately $138.9 million in the aggregate, during the year ended December 31, 2017. Regal paid four quarterly cash dividends of $0.22 per share on each outstanding share of the Company's Class A and Class B common stock, or approximately $138.9 million in the aggregate, during the year ended December 31, 2016. Regal paid four quarterly cash dividends of $0.22 per share on each outstanding share of the Company's Class A and Class B common stock, or approximately $139.1 million in the aggregate, during the year ended December 31, 2015. Share-Based Compensation In 2002, the Company established the Regal Entertainment Group Stock Incentive Plan (as amended, the "2002 Incentive Plan"), which provides for the granting of incentive stock options and non-qualified stock options to officers, employees and consultants of the Company. As described below under "Restricted Stock" and "Performance Share Units," the 2002 Incentive Plan also provides for grants of restricted stock and performance shares that are subject to restrictions and risks of forfeiture. On May 9, 2012, the stockholders of Regal approved amendments to the 2002 Incentive Plan increasing the number of shares of Class A common stock authorized for issuance under the 2002 Incentive Plan by a total of 5,000,000 shares and extending the term of the 2002 Incentive Plan to May 9, 2022. As of December 31, 2017 , 3,777,066 shares remain available for future issuance under the 2002 Incentive Plan. Stock Options As of December 31, 2017 , there were no options to purchase shares of Class A common stock outstanding under the 2002 Incentive Plan. There were no stock options granted during the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively, and no compensation expense related to stock options was recorded during such periods. Restricted Stock The 2002 Incentive Plan also provides for restricted stock awards to officers, directors and key employees. Under the 2002 Incentive Plan, shares of Class A common stock of the Company may be granted at nominal cost to officers, directors and key employees, subject to a continued employment/service restriction. The restriction is fulfilled upon continued employment or service (in the case of directors) for a specified number of years (typically one to four years after the award date) and as such restrictions lapse, the award immediately vests. In addition, we will receive a tax deduction when restricted stock vests. The 2002 Incentive Plan participants are entitled to cash dividends and to vote their respective shares, although the sale and transfer of such shares is prohibited during the restricted period. The shares are also subject to the terms and conditions of the 2002 Incentive Plan. On January 28, 2015, 228,116 restricted shares were granted under the 2002 Incentive Plan at nominal cost to officers, directors and key employees. On January 13, 2016, 261,119 restricted shares were granted under the 2002 Incentive Plan at nominal cost to officers, directors and key employees. On January 11, 2017, 217,366 restricted shares were granted under the 2002 Incentive Plan at nominal cost to officers, directors and key employees. These awards vest 25% at the end of each year for 4 years (in the case of officers and key employees) and vest 100% at the end of one year (in the case of directors). The closing price of the Company's Class A common stock was $20.99 on January 28, 2015, $17.74 per share on January 13, 2016, and $22.10 on January 11, 2017. The Company assumed forfeiture rates ranging from 4% to 6% for such restricted stock awards. During the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , the Company withheld approximately 166,761 shares, 177,769 shares and 204,540 shares, respectively, of restricted stock at an aggregate cost of approximately $3.6 million , $3.2 million and $4.3 million , respectively, as permitted by the applicable equity award agreements, to satisfy employee tax withholding requirements related to the vesting of restricted stock awards. On January 8, 2017, 205,677 performance shares (originally granted on January 8, 2014) were effectively converted to shares of restricted common stock, as threshold performance goals for these awards were satisfied on January 8, 2017, the calculation date. These awards fully vested on January 8, 2018, the one-year anniversary of the calculation date. In addition, on January 9, 2016, 262,476 performance shares (originally granted on January 9, 2013) were effectively converted to shares of restricted common stock. As of the calculation date, which was January 9, 2016, threshold performance goals for these awards were satisfied, and therefore, all 262,476 outstanding performance shares were converted to restricted shares as of January 9, 2016. These awards fully vested on January 9, 2017, the one year anniversary of the calculation date. Finally, on January 11, 2015, 306,696 performance shares (originally granted on January 11, 2012) were effectively converted to shares of restricted common stock. These awards fully vested on January 11, 2016, the one year anniversary of the calculation date. During the fiscal years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , the Company recognized approximately $4.3 million , $4.1 million and $4.0 million , respectively, of share-based compensation expense related to restricted share grants. Such expense is presented as a component of "General and administrative expenses." The compensation expense for these awards was determined based on the market price of the Company's stock at the date of grant applied to the total numbers of shares that were anticipated to fully vest. As of December 31, 2017 , we have unrecognized compensation expense of $4.5 million associated with restricted stock awards, which is expected to be recognized through January 11, 2021. The following table represents the restricted stock activity for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 : Year Ended December 31, 2017 Year Ended Year Ended Unvested shares at beginning of year: 765,952 773,643 885,365 Granted during the year 217,366 261,119 228,116 Vested during the year (493,516 ) (520,258 ) (596,639 ) Forfeited during the year (29,567 ) (11,028 ) (49,895 ) Conversion of performance shares during the year 205,677 262,476 306,696 Unvested shares at end of year 665,912 765,952 773,643 During the year ended December 31, 2017 , the Company paid four cash dividends of $0.22 on each share of outstanding restricted stock totaling approximately $0.6 million . Performance Share Units The 2002 Incentive Plan also provides for grants in the form of performance share units to officers, directors and key employees. Performance share agreements are entered into between the Company and each grantee of performance share units. In 2009, the Company adopted an amended and restated form of performance share agreement (each, a "Performance Agreement" and collectively, the "Performance Agreements"). Pursuant to the terms and conditions of the Performance Agreements, grantees will be issued shares of restricted common stock of the Company in an amount determined by the attainment of Company performance criteria set forth in each Performance Agreement. The shares of restricted common stock received upon attainment of the performance criteria will be subject to further vesting over a period of time, provided the grantee remains a service provider to the Company during such period. Under the Performance Agreement, which is described further in the section entitled "Compensation Discussion and Analysis—Elements of Compensation—Performance Shares," of our 2017 proxy statement filed with the Commission on April 10, 2017, each performance share represents the right to receive from 0% to 150% of the target numbers of shares of restricted Class A common stock. On January 28, 2015, 234,177 performance shares were granted under the 2002 Incentive Plan at nominal cost to officers and key employees. On January 13, 2016, 280,374 performance shares were granted under the 2002 Incentive Plan at nominal cost to officers and key employees. Finally, on January 8, 2017, 235,356 performance shares were granted under the 2002 Incentive Plan at nominal cost to officers and key employees. The number of shares of restricted common stock earned will be determined based on the attainment of specified performance goals by January 11, 2020 (the third anniversary of the grant date for the January 11, 2017 grant), January 8, 2017 (the third anniversary of the grant date for the January 8, 2014 grant), and January 28, 2018 (the third anniversary of the grant date for the January 28, 2015 grant), as set forth in the applicable Performance Agreement. Such performance shares vest on the fourth anniversary of their respective grant dates. The shares are subject to the terms and conditions of the 2002 Incentive Plan. The closing price of the Company's Class A common stock on the date of grant was $20.99 on January 28, 2015, $17.74 on January 13, 2016, and $22.10 on January 11, 2017, which approximates the respective grant date fair value of the awards. The Company assumed forfeiture rates ranging from 8% to 9% for such performance share awards. The fair value of the performance share awards are amortized as compensation expense over the expected term of the awards of four years . During the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , the Company recognized approximately $4.9 million , $4.7 million and $4.3 million , respectively, of share-based compensation expense related to performance share grants. Such expense is presented as a component of "General and administrative expenses." As of December 31, 2017 , we have unrecognized compensation expense of $6.1 million associated with performance share units, which is expected to be recognized through January 11, 2021. The following table summarizes information about the Company's number of performance shares for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 : Year Ended December 31, 2017 Year Ended Year Ended Unvested shares at beginning of year: 698,709 696,849 812,927 Granted (based on target) during the year 235,356 280,374 234,177 Cancelled/forfeited during the year (28,492 ) (16,038 ) (43,559 ) Conversion to restricted shares during the year (205,677 ) (262,476 ) (306,696 ) Unvested shares at end of year 699,896 698,709 696,849 In connection with the conversion of the above 205,677 performance shares, during the year ended December 31, 2017, the Company paid cumulative cash dividends of $3.64 (representing the sum of all cash dividends paid from January 8, 2014 through January 8, 2017) on each performance share converted, totaling approximately $0.7 million . In connection with the conversion of the above 262,476 performance shares, during the year ended December 31, 2016, the Company paid cumulative cash dividends of $3.60 (representing the sum of all cash dividends paid from January 9, 2013 through January 9, 2016) on each performance share converted, totaling approximately $0.9 million . In connection with the conversion of the above 306,696 performance shares, during the year ended December 31, 2015, the Company paid cumulative cash dividends of $4.56 (representing the sum of all cash dividends paid from January 11, 2012 through January 11, 2015) and $4.58 (representing the sum of all cash dividends paid from June 25, 2012 through June 25, 2015) on each performance share converted, totaling approximately $1.4 million .The above table does not reflect the maximum or minimum number of shares of restricted stock contingently issuable. An additional 0.3 million shares of restricted stock could be issued if the performance criteria maximums are met as of December 31, 2017. See Note 16—"Subsequent Events," for further developments occurring after December 31, 2017 with respect to our capital stock and share based compensation in connection with the Merger. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS During the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , Regal Cinemas received approximately $0.3 million . $0.2 million , and $0.1 million , respectively, from an Anschutz affiliate for rent and other expenses related to a theatre facility. During each of the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , in connection with an agreement with an Anschutz affiliate, Regal received various forms of advertising in exchange for on-screen advertising provided in certain of its theatres. The value of such advertising was approximately $0.1 million . During each of the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , the Company received approximately $0.5 million from an Anschutz affiliate for management fees related to a theatre site in Los Angeles, California. Please also refer to Note 4—“Investments” for a discussion of other related party transactions associated with our various investments in non-consolidated entities. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Defined Contribution Plan The Company sponsors an employee benefit plan, the Regal Entertainment Group 401(k) Plan (the "401k Plan") under section 401(k) of the Internal Revenue Code of 1986, as amended, for the benefit of substantially all employees. The 401k Plan provides that participants may contribute up to 50% of their compensation, subject to Internal Revenue Service limitations. The 401k Plan currently matches an amount equal to 100% of the first 3% of the participant's contributions and 50% of the next 2% of the participant's contributions. Employee contributions are invested in various investment funds based upon elections made by the employee. The Company made matching contributions of approximately $3.7 million , $3.4 million and $3.3 million to the 401k Plan in 2016, 2015 and 2014, respectively. Union-Sponsored Plans As of December 31, 2017 , certain former theatre employees are covered by five insignificant union-sponsored multiemployer pension and health and welfare plans. Company contributions into those plans were determined in accordance with provisions of negotiated labor contracts and aggregated approximately $0.1 million for each of the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 . During fiscal 2013, the Company received a notice of a written demand for payment of a complete withdrawal liability assessment from a collectively-bargained multiemployer pension plan, Local 160, Greater Cleveland Moving Picture Projector Operator’s Pension Plan ("Local 160") (Employment Identification No. 51-6115679), that covered certain of its unionized theatre employees. The Company made a complete withdrawal from Local 160 during fiscal 2012. The Company has established an estimated withdrawal liability of approximately $0.5 million related to its remaining plans, including Local 160, as of December 31, 2017. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE We compute earnings per share of Class A and Class B common stock using the two-class method. Basic earnings per share is computed using the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, common stock equivalents outstanding during the period. Potential common stock equivalents consist of the incremental common shares issuable upon the vesting of restricted stock and performance share units. The dilutive effect of outstanding restricted stock and performance share units is reflected in diluted earnings per share by application of the treasury-stock method. In addition, the computation of the diluted earnings per share of Class A common stock assumes the conversion of Class B common stock, while the diluted earnings per share of Class B common stock does not assume the conversion of those shares. The rights, including the liquidation and dividend rights, of the holders of our Class A and Class B common stock are identical, except with respect to voting. The earnings for the periods presented are allocated based on the contractual participation rights of the Class A and Class B common shares. As the liquidation and dividend rights are identical, the earnings are allocated on a proportionate basis. Further, as we assume the conversion of Class B common stock in the computation of the diluted earnings per share of Class A common stock, the earnings are equal to net income attributable to controlling interest for that computation. The following table sets forth the computation of basic and diluted earnings per share of Class A and Class B common stock (in millions, except share and per share data): Year Ended December 31, 2017 Year Ended Year Ended Class A Class B Class A Class B Class A Class B Basic earnings per share: Numerator: Allocation of earnings $ 95.3 $ 17.0 $ 144.5 $ 25.9 $ 130.0 $ 23.4 Denominator: Weighted average common shares outstanding (in thousands) 132,627 23,709 132,286 23,709 131,971 23,709 Basic earnings per share $ 0.72 $ 0.72 $ 1.09 $ 1.09 $ 0.99 $ 0.99 Diluted earnings per share: Numerator: Allocation of earnings for basic computation $ 95.3 $ 17.0 $ 144.5 $ 25.9 $ 130.0 $ 23.4 Reallocation of earnings as a result of conversion of Class B to Class A shares 17.0 — 25.9 — 23.4 — Reallocation of earnings to Class B shares for effect of other dilutive securities — — — — — (0.1 ) Allocation of earnings $ 112.3 $ 17.0 $ 170.4 $ 25.9 $ 153.4 $ 23.3 Denominator: Number of shares used in basic computation (in thousands) 132,627 23,709 132,286 23,709 131,971 23,709 Weighted average effect of dilutive securities (in thousands) Add: Conversion of Class B to Class A common shares outstanding 23,709 — 23,709 — 23,709 — Restricted stock and performance shares 650 — 809 — 831 — Number of shares used in per share computations (in thousands) 156,986 23,709 156,804 23,709 156,511 23,709 Diluted earnings per share $ 0.72 $ 0.72 $ 1.09 $ 1.09 $ 0.98 $ 0.98 |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS | DERIVATIVE INSTRUMENTS From time to time, Regal Cinemas enters into hedging relationships via interest rate swap agreements to hedge against interest rate exposure of its variable rate debt obligations under the Amended Senior Credit Facility. Certain of these interest rate swaps qualify for cash flow hedge accounting treatment, and as such, the change in the fair values of the interest rate swaps is recorded on the Company's consolidated balance sheet as an asset or liability with the effective portion of the interest rate swaps' gains or losses reported as a component of other comprehensive income and the ineffective portion reported in earnings. As interest expense is accrued on the debt obligation, amounts in accumulated other comprehensive income/loss related to the interest rate swaps will be reclassified into earnings. In the event that an interest rate swap is terminated or de-designated prior to maturity, gains or losses accumulated in other comprehensive income or loss remain deferred and are reclassified into earnings in the periods during which the hedged forecasted transaction affects earnings. See Note 14—"Fair Value of Financial Instruments" for discussion of the Company’s interest rate swaps’ fair value estimation methods and assumptions. Below is a summary of Regal Cinemas' current interest rate swap agreements as of December 31, 2017 : Nominal Amount Effective Date Fixed Rate Receive Rate Expiration Date Designated as Cash Flow Hedge Gross Fair Value at December 31, 2017 Balance Sheet Location $200.0 million June 30, 2015 2.165% 1-month LIBOR June 30, 2018 No $(0.5) million See Note 14 $250.0 million June 30, 2018 1.908% 1-month LIBOR June 30, 2022 Yes $2.5 million See Note 14 $200.0 million December 31, 2018 1.900% 1-month LIBOR December 31, 2021 Yes $1.7 million See Note 14 On April 2, 2015, Regal Cinemas amended two of its existing interest rate swap agreements originally designated as cash flow hedges on $350.0 million of variable rate debt obligations. Since the terms of the interest rate swaps designated in the original cash flow hedge relationships changed with these amendments, we de-designated the original hedge relationships and re-designated the amended interest rate swaps in new cash flow hedge relationships as of the amendment date of April 2, 2015. On December 31, 2016, one of these interest rate swap agreements designated to hedge $150.0 million of variable rate debt obligations expired. In connection with the June 2017 Refinancing Agreement described further in Note 5—"Debt Obligations,” no amendment or modification was made to the Company's interest swap agreement expiring on June 30, 2018 (originally designated to hedge $200.0 million of variable rate debt obligations). As a result, the interest rate swap no longer met the highly effective qualification for cash flow hedge accounting and accordingly, the remaining hedge relationship was de-designated effective June 6, 2017. Since the interest rate swap no longer qualifies for cash flow hedge accounting treatment, the change in its fair value since de-designation is recorded on the Company’s consolidated balance sheet as an asset or liability with the interest rate swap's gain or loss reported as a component of interest expense during the period of change. We estimate that $0.5 million of deferred pre-tax losses attributable to this interest rate swap will be reclassified into earnings as interest expense through June 30, 2018 as the underlying hedged transaction occurs. As detailed in the table above, on August 9, 2017, Regal Cinemas entered into two additional hedging relationships via two distinct interest rate swap agreements with effective dates beginning on June 30, 2018 and December 31, 2018 and maturity terms ending on June 30, 2022 and December 31, 2021, respectively. These swaps were designated as cash flow hedges and will require Regal Cinemas to pay interest at fixed rates ranging from 1.90% to 1.908% and receive interest at a variable rate. The interest rate swaps are designated to hedge $450.0 million of variable rate debt obligations. The following tables show the effective portion of gains and losses on derivative instruments designated and qualifying in cash flow hedges recognized in other comprehensive income (loss), and amounts reclassified from accumulated other comprehensive income/loss to interest expense for the periods indicated (in millions): Pre-tax Gain (Loss) Recognized in Other Comprehensive Income (Loss) (Effective Portion) Year Ended Year Ended Year Ended Derivatives designated as cash flow hedges: Interest rate swaps $ 3.3 $ (3.8 ) $ (7.1 ) Pre-tax Amounts Reclassified from Accumulated Other Comprehensive Loss into Interest Expense, net Year Ended Year Ended Year Ended Derivatives designated as cash flow hedges: Interest rate swaps $ 2.6 $ 6.0 $ 7.4 The changes in accumulated other comprehensive income (loss), net associated with the Company’s interest rate swap arrangements for the years ended December 31, 2017 , December 31, 2016 , and December 31, 2015 were as follows (in millions): Interest Rate Swaps Year Ended Year Ended Year Ended Accumulated other comprehensive loss, net, beginning of period $ (1.4 ) $ (2.7 ) $ (2.9 ) Change in fair value of interest rate swap transactions (effective portion), net of taxes of $1.3, $1.5, and $2.8, respectively 2.0 (2.3 ) (4.3 ) Amounts reclassified from accumulated other comprehensive loss to interest expense, net of taxes of $1.0, $2.4 and $2.9, respectively 1.6 3.6 4.5 Accumulated other comprehensive income (loss), net, end of period $ 2.2 $ (1.4 ) $ (2.7 ) The following table sets forth the effect of our interest rate swap arrangements on our consolidated statements of income for the years ended December 31, 2017 , December 31, 2016 , and December 31, 2015 (in millions): Pre-tax Gain (Loss) Recognized in Interest Expense, net Year Ended Year Ended Year Ended Derivatives designated as cash flow hedges (ineffective portion): Interest rate swaps(1) $ 0.7 $ 2.5 $ 1.9 Derivatives not designated as cash flow hedges: Interest rate swaps (2) $ 1.2 $ — $ 1.5 ________________________________ (1) Amounts represent the ineffective portion of the change in fair value of the hedging derivatives and are recorded as a reduction of interest expense in the consolidated financial statements. (2) Amounts represent the change in fair value of the former hedging derivatives and are recorded as a reduction of interest expense in the consolidated financial statements from the de-designation dates of April 2, 2015 and June 6, 2017. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the entity transacts. The inputs used to develop these fair value measurements are established in a hierarchy, which ranks the quality and reliability of the information used to determine fair value. The fair value classification is based on levels of inputs. Assets and liabilities that are carried at fair value are classified and disclosed in one of the following categories described in ASC Topic 820, Fair Value Measurements and Disclosures: Level 1 Inputs: Quoted market prices in active markets for identical assets or liabilities. Level 2 Inputs: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3 Inputs: Unobservable inputs that are not corroborated by market data. The following tables summarize the fair value hierarchy of the Company's financial assets and liabilities carried at fair value on a recurring basis as of December 31, 2017 and December 31, 2016 : Total Carrying Value at December 31, 2017 Fair Value Measurements at December 31, 2017 Balance Sheet Location Quoted prices in Significant other Significant (in millions) Assets: Interest rate swaps designated as cash flow hedges (1) Other Non-Current Assets $ 4.2 $ — $ 4.2 $ — Total assets at fair value $ 4.2 $ — $ 4.2 $ — Liabilities: Interest rate swap not designated as cash flow hedge (1) Accrued Expenses $ 0.5 $ 0.5 Total liabilities at fair value $ 0.5 $ — $ 0.5 $ — Total Carrying Fair Value Measurements at December 31, 2016 Balance Sheet Location Quoted prices in Significant other Significant (in millions) Liabilities: Interest rate swap designated as cash flow hedge (1) Accrued Expenses $ 2.3 $ — $ 2.3 $ — Interest rate swap designated as cash flow hedge (1) Other Non-Current Liabilities $ 0.7 $ — $ 0.7 $ — Total liabilities at fair value $ 3.0 $ — $ 3.0 $ — _______________________________________________________________________________ (1) The fair value of the Company’s interest rate swaps described in Note 13—"Derivative Instruments" is based on Level 2 inputs, which include observable inputs such as dealer quoted prices for similar assets or liabilities, and represents the estimated amount Regal Cinemas would receive or pay to terminate the agreements taking into consideration various factors, including current interest rates, credit risk and counterparty credit risk. The counterparties to the Company’s interest rate swaps are major financial institutions. The Company evaluates the bond ratings of the financial institutions and believes that credit risk is at an acceptably low level. There were no changes in valuation techniques during the period. There were no transfers in or out of Level 3 during the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively. In addition, the Company is required to disclose the fair value of financial instruments that are not recognized in the statement of financial position for which it is practicable to estimate that value. The methods and assumptions used to estimate the fair value of each class of financial instrument are as follows: Cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities: The carrying amounts approximate fair value because of the short maturity of these instruments. Long-Lived Assets, Intangible Assets and Other Investments As further described in Note 2—"Summary of Significant Accounting Policies," the Company regularly reviews long-lived assets (primarily property and equipment), intangible assets and investments in non-consolidated entities, 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. The Company’s analysis relative to long-lived assets resulted in the recording of impairment charges of $13.5 million , $7.9 million and $15.6 million for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively. The long-lived asset impairment charges recorded were specific to theatres that were directly and individually impacted by increased competition, adverse changes in market demographics or adverse changes in the development or the conditions of the areas surrounding the theatres we deemed other than temporary. The Company evaluates goodwill for impairment annually or more frequently as specific events or circumstances dictate. After considering various industry specific factors, the Company conducted an interim goodwill impairment assessment during the quarter ended September 30, 2017, which indicated that the carrying value of one of its reporting units exceeded its estimated fair value. As a result, the Company recorded a goodwill impairment charge of approximately $7.3 million . The Company's annual goodwill impairment assessment for the year ended December 31, 2016 indicated that the carrying value of one of its reporting units exceeded its estimated fair value and as a result, the Company recorded a goodwill impairment charge of approximately $1.7 million . Based on our annual impairment assessments conducted for the year ended December 31, 2015, we were not required to record a charge for goodwill impairment. In addition, during the year ended December 31, 2017, the Company recorded a favorable lease impairment charge of approximately $1.4 million related to a theatre scheduled to be closed. During the year ended December 31, 2016, the Company recorded a favorable lease impairment charge of approximately $0.3 million related to a theatre closure. The Company did not record an impairment of any other intangible assets or investments in non-consolidated subsidiaries accounted for under the equity method during the years ended December 31, 2017 , December 31, 2016 or December 31, 2015, respectively. Long term obligations, excluding capital lease obligations, lease financing arrangements and other: The fair value of the Amended Senior Credit Facility described in Note 5—"Debt Obligations," which consists of the New Term Loans and the Revolving Facility, is estimated based on quoted prices (Level 2 inputs as described in ASC Topic 820) as of December 31, 2017 and December 31, 2016 . The associated interest rates are based on floating rates identified by reference to market rates and are assumed to approximate fair value. The fair values of the 5 3 / 4 % Senior Notes Due 2022, the 5 3 / 4 % Senior Notes Due 2025 and the 5 3 / 4 % Senior Notes Due 2023 were estimated based on quoted prices (Level 1 inputs as described in ASC Topic 820) for these issuances as of as of December 31, 2017 and December 31, 2016 . The aggregate carrying values and fair values of long-term debt at December 31, 2017 and December 31, 2016 consist of the following: December 31, 2017 December 31, 2016 (in millions) Carrying value $ 2,372.2 $ 2,229.7 Fair value $ 2,415.7 $ 2,287.1 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), NET | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), NET | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), NET The following tables present for the years ended December 31, 2017 and December 31, 2016 , respectively, the change in accumulated other comprehensive income (loss), net of tax, by component (in millions): Interest rate swaps Equity method investee interest rate swaps Total Balance as of December 31, 2016 $ (1.4 ) $ 0.1 $ (1.3 ) Other comprehensive income (loss), net of tax Change in fair value of interest rate swap transactions 2.0 — 2.0 Amounts reclassified to net income from interest rate swaps 1.6 — 1.6 Change in fair value of equity method investee interest rate swaps — 0.2 0.2 Total other comprehensive income (loss), net of tax 3.6 0.2 3.8 Balance as of December 31, 2017 $ 2.2 $ 0.3 $ 2.5 Interest rate swaps Available for sale securities Equity method investee interest rate swaps Total Balance as of December 31, 2015 $ (2.7 ) $ 0.5 $ 0.1 $ (2.1 ) Other comprehensive income (loss), net of tax Change in fair value of interest rate swap transactions (2.3 ) — — (2.3 ) Amounts reclassified to net income from interest rate swaps 3.6 — — 3.6 Reclassification adjustment for gain on sale of available for sale securities recognized in net income — (0.5 ) — (0.5 ) Total other comprehensive income (loss), net of tax 1.3 (0.5 ) — 0.8 Balance as of December 31, 2016 $ (1.4 ) $ — $ 0.1 $ (1.3 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Performance Share and Restricted Stock Activity On January 28, 2018, 210,227 performance share awards (originally granted on January 28, 2015) were effectively converted to shares of restricted common stock. As of the calculation date, which was January 28, 2018, threshold performance goals for these awards were satisfied, and therefore, all 210,227 outstanding performance shares were converted to restricted shares as of January 28, 2018. In connection with the conversion of the above 210,227 performance shares, the Company paid a cumulative cash dividend of $2.64 (representing the sum of all cash dividends paid from January 28, 2015 through January 28, 2018) on each performance share converted, totaling approximately $0.6 million during the first fiscal quarter of 2018. On January 10, 2018, 300,832 performance shares were granted under our 2002 Incentive Plan at nominal cost to officers and key employees. Each performance share represents the right to receive from 0% to 150% of the target numbers of shares of restricted Class A common stock. The number of shares of restricted common stock earned will be determined based on the attainment of specified performance goals by January 10, 2021 (the third anniversary of the grant date) set forth in the 2009 Performance Agreement. Such performance shares fully vest on the fourth anniversary of the grant date. The shares are subject to the terms and conditions of the 2002 Incentive Plan. The closing price of our Class A common stock on the date of this grant was $22.89 per share. Also on January 10, 2018, 270,630 restricted shares were granted under the 2002 Incentive Plan at nominal cost to officers, directors and key employees. Under the 2002 Incentive Plan, Class A common stock of the Company may be granted at nominal cost to officers, directors and key employees, subject to a continued employment/service restriction (typically one to four years after the award date). The awards vest 25% at the end of each year for four years (in the case of officers and key employees) and vest 100% at the end of one year (in the case of directors). The plan participants are entitled to cash dividends and to vote their respective shares, although the sale and transfer of such shares is prohibited during the restricted period. The shares are subject to the terms and conditions of the 2002 Incentive Plan. The closing price of our Class A common stock on the date of this grant was $22.89 per share. Declaration of Quarterly Dividend On February 7, 2018, the Company declared a cash dividend of $0.22 per share on each share of the Company's Class A and Class B common stock (including outstanding restricted stock), which was paid on February 26, 2018, to stockholders of record on February 17, 2018 . Merger with Cineworld Group, plc On February 28, 2018, following the satisfaction of the conditions in the Merger Agreement, Merger Sub was merged with and into the Company (the "Merger") pursuant to the Merger Agreement. As a result of the Merger, the Company became an indirect, wholly-owned subsidiary of Cineworld, the Company’s Class A Common Stock will no longer be listed on the New York Stock Exchange, and the registration of shares of the Company’s Class A common stock under the Exchange Act will be terminated. Upon the consummation of the Merger, (i) each share of our Class A and Class B common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares held in the treasury by us or owned by us, any of our subsidiaries, Cineworld, US Holdco, the Merger Sub or any other subsidiary of Cineworld (all of which, if any, were canceled) and shares of our Class A common stock held by holders who properly exercised their appraisal rights under Delaware law) were converted into the right to receive $23.00 per share (the “Merger Consideration”); (ii) each outstanding and unvested Company restricted share was automatically fully vested, and was canceled and converted into the right to receive the Merger Consideration (less applicable withholding taxes); and (iii) each outstanding and unvested Company performance share award vested with respect to the target number of shares of Class A common stock that could be earned thereunder and was canceled and converted into the right to receive an amount of cash equal to the sum of (A) the product of the target number of shares then underlying such Company performance share award multiplied by the Merger Consideration and (B) the dividends paid with respect to the target number of shares then underlying such Company performance share award from the grant date to February 28, 2018 (less applicable withholding taxes). The 2002 Incentive Plan was terminated upon consummation of the Merger. As the surviving corporation in the Merger, we adopted a certificate of incorporation providing for a total authorized capital stock consisting of 1,000 shares of common stock, par value $.01 per share. All of the issued and outstanding shares of our common stock are now owned by US Holdco. The aggregate consideration paid by Cineworld in the Merger was approximately $3.6 billion , excluding related transaction fees and expenses and repayment of certain Company indebtedness. Cineworld and US Holdco funded a portion of the aggregate Merger Consideration, the refinancing of certain Company indebtedness, as described below, and related fees and expenses through an equity financing of approximately $2.3 billion by way of a rights issue to the existing stockholders of Cineworld, underwritten by Barclays Bank PLC, HSBC Bank plc and Investec Bank plc, that entitled such stockholders to subscribe for newly issued Cineworld ordinary shares. Cineworld and US Holdco funded the remaining portion of the aggregate Merger Consideration, the refinancing of certain Company indebtedness, as described below, and related fees and expenses and a debt financing of approximately $4.375 billion , consisting of (i) a senior secured term loan facility in an aggregate principal amount of approximately $4.075 billion and (ii) a senior secured revolving credit facility in an aggregate principal amount of $300.0 million (the “Financing Facilities”) and cash and cash equivalents held by Cineworld and its subsidiaries and the Company at the closing of the Merger. The Company and certain of its subsidiaries agreed to guaranty all obligations of the parties to the agreements underlying the Financing Facilities, and pledge substantially all of their respective assets to secure the obligations of such parties. In connection with the consummation of the Merger, on February 28, 2018, all amounts outstanding under the Amended Senior Credit Facility were repaid in full, and the Amended Senior Credit Facility was terminated. Also in connection with the Merger, on February 28, 2018: (i) we notified the Trustee, in its capacity as trustee under the indentures governing the Notes of our intention to redeem all of the aggregate principal amounts outstanding under the Notes, (ii) at our request, the Trustee distributed an irrevocable notice of redemption to holders of the Notes, and (iii) we deposited with the Trustee funds in trust solely for the benefit of the holders of the Notes sufficient to pay and discharge the entire indebtedness on the Notes. The Notes will be redeemed in full on March 30, 2018. |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Regal and its subsidiaries. Majority-owned subsidiaries that the Company controls are consolidated while those affiliates of which the Company owns between 20% and 50% and does not control are accounted for under the equity method. Those affiliates of which the Company owns less than 20% are generally accounted for under the cost method, unless the Company is deemed to have the ability to exercise significant influence over the affiliate, in which case the Company would account for its investment under the equity method. The results of these subsidiaries and affiliates are included in the consolidated financial statements effective with their formation or from their dates of acquisition. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Revenue Recognition | Revenue Recognition Revenues are generated principally through admissions and concessions sales with proceeds received in cash or via credit card at the point of sale. Other operating revenues consist primarily of product advertising (including vendor marketing programs) and other ancillary revenues that are recognized as income in the period earned. The Company generally recognizes payments received attributable to the marketing and advertising services provided by the Company under certain vendor programs as revenue in the periods in which the advertising is displayed or when the related impressions are delivered. Such impressions are measured by the concession product sales volume, which is a mutually agreed upon proxy of attendance and reflects the Company's marketing and advertising services delivered to its vendors. In instances where the consideration received is in excess of fair value of the advertising services provided, the excess is recorded as a reduction of concession costs. The Company maintains a deferred revenue balance pertaining to amounts received for agreeing to the 2007 National CineMedia exhibitor services agreement ("ESA") modification, amounts recorded in connection with the receipt of newly issued common units of National CineMedia pursuant to the provisions of the Common Unit Adjustment Agreement described in Note 4—"Investments," and amounts received from the sale of bulk tickets and gift cards that have not been redeemed. Amortization of deferred revenue related to the amount we received for agreeing to the existing National CineMedia exhibitor services agreement modification and amounts recorded in connection with the receipt of newly issued common units of National CineMedia pursuant to the provisions of the Common Unit Adjustment Agreement are described below in this Note 2 under "Deferred Revenue" and in Note 4—"Investments." The Company recognizes revenue associated with bulk tickets and gift cards when redeemed, or when the likelihood of redemption becomes remote. The determination of the likelihood of redemption is based on an analysis of actual historical redemption trends. |
Cash Equivalents | Cash Equivalents The Company considers all unrestricted highly liquid debt instruments and investments purchased with an original maturity of 3 months or less to be cash equivalents. At December 31, 2017 , the Company held substantially all of its cash in temporary cash investments in the form of certificates of deposit and variable rate investment accounts with major financial institutions. |
Inventories | Inventories Inventories consist of concession products and theatre supplies. The Company states inventories on the basis of first-in, first-out (FIFO) cost, which is not in excess of net realizable value. |
Property and Equipment | Property and Equipment The Company states property and equipment at cost. Major renewals and improvements are capitalized, while maintenance and repairs that do not improve or extend the lives of the respective assets are expensed currently. Gains and losses from disposition of property and equipment are included in income and expense when realized. The Company capitalizes the cost of computer equipment, system hardware and purchased software ready for service. During the years ended December 31, 2017 and December 31, 2016 , the Company capitalized approximately $14.3 million and $8.0 million , respectively, of such costs, which were associated primarily with (i) new point-of-sale devices at the Company's box offices and concession stands, (ii) new ticketing kiosks, and (iii) computer hardware and software purchased for the Company's theatre locations and corporate office. The Company also capitalizes certain direct external costs associated with software developed for internal use after the preliminary software project stage is completed and Company management has authorized further funding for a software project and it is deemed probable of completion. The Company capitalizes these external software development costs only until the point at which the project is substantially complete and the software is ready for its intended purpose. The Company records depreciation and amortization using the straight-line method over the following estimated useful lives: Buildings 20 - 30 years Equipment 3 - 20 years Leasehold improvements Lesser of term of lease or asset life Computer equipment and software 3 - 5 years |
Impairment of Long-Lived Assets | The long-lived asset impairment charges recorded were specific to theatres that were directly and individually impacted by increased competition, adverse changes in market demographics or adverse changes in the development or the conditions of the areas surrounding the theatres we deemed other than temporary. Impairment of Long-Lived Assets The Company reviews long-lived assets (including intangible assets, marketable equity securities and investments in non-consolidated entities as described further below) for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. The Company generally evaluates assets for impairment on an individual theatre basis, which management believes is the lowest level for which there are identifiable cash flows. If the sum of the expected future cash flows, undiscounted and without interest charges, is less than the carrying amount of the assets, the Company recognizes an impairment charge in the amount by which the carrying value of the assets exceeds their fair market value. The Company considers historical theatre level cash flows, estimated future theatre level cash flows, theatre property and equipment carrying values, intangible asset carrying values, the age of the theatre, competitive theatres in the marketplace, the impact of recent pricing changes, strategic initiatives, available lease renewal options and other factors considered relevant in its assessment of whether or not a triggering event has occurred that indicates impairment of individual theatre assets may be necessary. For theatres where a triggering event is identified, impairment is measured based on the estimated cash flows from continuing use until the expected disposal date or the fair value of furniture, fixtures and equipment. The expected disposal date does not exceed the remaining lease period unless it is probable the lease period will be extended and may be less than the remaining lease period when the Company does not expect to operate the theatre to the end of its lease term. The fair value of assets is determined using the present value of the estimated future cash flows or the expected selling price less selling costs for assets of which the Company expects to dispose. Significant judgment is involved in determining whether a triggering event has occurred, estimating future cash flows and determining fair value. Management's estimates (Level 3 inputs as described in FASB Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures ) are based on historical and projected operating performance, recent market transactions, and current industry trading multiples. |
Leases | Leases The majority of the Company's operations are conducted in premises occupied under non-cancelable lease agreements with initial base terms generally ranging from 15 to 20 years . The Company, at its option, can renew a substantial portion of the leases at defined or then fair rental rates for various periods. Certain leases for our theatres provide for contingent rentals based on the revenue results of the underlying theatre and require the payment of taxes, insurance, and other costs applicable to the property. Also, certain leases contain escalating minimum rental provisions. There are no conditions imposed upon us by our lease agreements or by parties other than the lessor that legally obligate the Company to incur costs to retire assets as a result of a decision to vacate our leased properties. None of our lease agreements require us to return the leased property to the lessor in its original condition (allowing for normal wear and tear) or to remove leasehold improvements at our cost. The Company accounts for leased properties under the provisions of ASC Topic 840, Leases and other authoritative accounting literature. ASC Subtopic 840-10, Leases—Overview requires that the Company evaluate each lease for classification as either a capital lease or an operating lease. The Company performs this evaluation at the inception of the lease and when a modification is made to a lease. As to those arrangements that are classified as capital leases, the Company records property under capital leases and a capital lease obligation in an amount equal to the lesser of the present value of the minimum lease payments to be made over the life of the lease at the beginning of the lease term, or the fair value of the leased property. The property under capital lease is amortized on a straight-line basis as a charge to expense over the lease term, as defined, or the economic life of the leased property, whichever is less. During the lease term, as defined, each minimum lease payment is allocated between a reduction of the lease obligation and interest expense so as to produce a constant periodic rate of interest on the remaining balance of the lease obligation. The Company does not believe that exercise of the renewal options in its leases are reasonably assured at the inception of the lease agreements because such leases: (i) provide for either (a) renewal rents based on market rates or (b) renewal rents that equal or exceed the initial rents, and (ii) do not impose economic penalties upon the determination whether or not to exercise the renewal option. As a result, there are not sufficient economic incentives at the inception of the leases to consider the lease renewal options to be reasonably assured of being exercised and therefore, the initial base term is generally considered as the lease term under ASC Subtopic 840-10. The Company records rent expense for its operating leases with contractual rent increases in accordance with ASC Subtopic 840-20, Leases—Operating Leases, on a straight-line basis from the "lease commencement date" as specified in the lease agreement until the end of the base lease term. The Company accounts for lease incentive payments received from a landlord in accordance with ASC Subtopic 840-20, Leases—Lease Incentives , and records the proceeds as a deferred lease incentive liability and amortizes the liability as a reduction in rent expense over the base term of the lease. For leases in which the Company is involved with construction of the theatre, the Company accounts for the lease during the construction period under the provisions of ASC Subtopic 840-40, Leases—Sale-Leaseback Transactions . The landlord is typically responsible for constructing a theatre using guidelines and specifications agreed to by the Company and assumes substantially all of the risk of construction. In accordance with ASC Subtopic 840-40, if the Company concludes that it has substantially all of the construction period risks, it records a construction asset and related liability for the amount of total project costs incurred during the construction period. Once construction is completed, the Company considers the requirements under ASC Subtopic 840-40, for sale-leaseback treatment, and if the arrangement does not meet such requirements, it records the project's construction costs funded by the landlord as a financing obligation. The obligation is amortized over the financing term based on the payments designated in the contract. In accordance with ASC Subtopic 840-20, we expense rental costs incurred during construction periods for operating leases as such costs are incurred. For rental costs incurred during construction periods for both operating and capital leases, the "lease commencement date" is the date at which we gain access to the leased asset. |
Sale and Leaseback Transactions | Sale and Leaseback Transactions The Company accounts for the sale and leaseback of real estate assets in accordance with ASC Subtopic 840-40. Losses on sale leaseback transactions are recognized at the time of sale if the fair value of the property sold is less than the undepreciated cost of the property. Gains on sale and leaseback transactions are deferred and amortized over the remaining lease term. |
Goodwill | The Company evaluates goodwill for impairment annually or more frequently as specific events or circumstances dictate. Under ASC Subtopic 350-20 , Intangibles-Goodwill and Other-Goodwill , the Company has identified its reporting units to be the designated market areas in which the Company conducts its theatre operations. Goodwill impairment is evaluated using an approach requiring the Company to compute the fair value of a reporting unit and compare it with its carrying value. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The purpose of ASU 2017-04 was to simplify the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The Company early adopted ASU 2017-04 in connection with its interim goodwill impairment test performed during the quarter ended September 30, 2017 as further described below. The Company determines fair value by using an enterprise valuation methodology determined by applying multiples to cash flow estimates less net indebtedness, which the Company believes is an appropriate method to determine fair value. There is considerable management judgment with respect to cash flow estimates and appropriate multiples and discount rates to be used in determining fair value and such management estimates fall under Level 3 within the fair value measurement hierarchy. As part of the Company’s ongoing operations, we may close certain theatres within a reporting unit containing goodwill due to underperformance of the theatre or inability to renew our lease, among other reasons. Additionally, we generally abandon certain assets associated with a closed theatre, primarily leasehold improvements. Under ASC Topic 350, Intangibles—Goodwill and Other , when a portion of a reporting unit that constitutes a business is disposed of, goodwill associated with that business shall be included in the carrying amount of the business in determining the gain or loss on disposal. We evaluate whether the portion of a reporting unit being disposed of constitutes a business on the date of closure. Generally, on the date of closure, the closed theatre does not constitute a business because the Company retains assets and processes on that date essential to the operation of the theatre. These assets and processes are significant missing elements impeding the operation of a business. Accordingly, when closing individual theatres, we generally do not include goodwill in the calculation of any gain or loss on disposal of the related assets. The Company evaluates goodwill for impairment annually or more frequently as specific events or circumstances dictate. Goodwill |
Intangible Assets | Such intangible assets are recorded at fair value and are amortized on a straight-line basis over the estimated remaining useful lives of the assets. Intangible Assets |
Debt Acquisition Costs | Debt Acquisition Costs Debt acquisition costs are deferred and amortized to interest expense using the effective interest method over the terms of the related agreements. In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest , which intended to simplify the presentation of debt issuance costs. Prior to the issuance of ASU 2015-03, debt issuance costs were reported on the balance sheet as assets and amortized as interest expense. ASU 2015-03 requires that they be presented on the balance sheet as a direct deduction from the carrying amount of the related debt liability. The costs will continue to be amortized to interest expense using the effective interest method. The Company adopted this guidance during the quarter ended March 31, 2016. |
Investments | The Company reviews investments in non-consolidated subsidiaries accounted for under the equity method for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be fully recoverable. The Company reviews unaudited financial statements on a quarterly basis and audited financial statements on an annual basis for indicators of triggering events or circumstances that indicate the potential impairment of these investments as well as current equity prices for its investment in National CineMedia and discounted projections of cash flows for certain of its other investees. Additionally, the Company has periodic discussions with the management of significant investees to assist in the identification of any factors that might indicate the potential for impairment. 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 period of time during which the fair value of the investment remains substantially below the recorded amounts, 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, a reduction or cessation in the investees dividend payments, suspension of trading in the security, qualifications in accountant's reports due to liquidity or going concern issues, investee announcement of adverse changes, downgrading of investee debt, regulatory actions, changes in reserves for product liability, loss of a principal customer, negative operating cash flows or working capital deficiencies and the recording of an impairment charge by the investee for goodwill, intangible or long-lived assets. Once a determination is made that an other-than-temporary impairment exists, the Company writes down its investment to fair value. Investments The Company primarily accounts for its investments in non-consolidated subsidiaries using the equity method of accounting and has recorded the investments within "Other Non-Current Assets" and "Other Non-Current Liabilities" as applicable in its consolidated balance sheets. The Company records equity in earnings and losses of these entities in its consolidated statements of income. The Company follows the guidance in ASC 323-10-35-29 (formerly EITF 02-18, Accounting for Subsequent Investments in an Investee after Suspension of Equity Loss Recognition ) by analogy, which also refers to AICPA Technical Practice Aid 2220.14, which indicates that if a subsequent investment is made in an equity method investee that has experienced significant losses, the investor must determine if the subsequent investment constitutes funding of prior losses. The Company concluded that the construction or acquisition of new theatres that has led to the common unit adjustments included in its Additional Investments Tranche equates to making additional investments in National CineMedia. The Company evaluated the receipt of the additional common units in National CineMedia and the assets exchanged for these additional units and has determined that the right to use its incremental new screens would not be considered funding of prior losses. As such, the Additional Investments Tranche is accounted for separately from the Company's Initial Investment Tranche following the equity method with undistributed equity earnings included as a component of "Earnings recognized from NCM" in the accompanying consolidated financial statements. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company records a valuation allowance if it is deemed more likely than not that its deferred income tax assets will not be realized. The Company expects that certain deferred income tax assets are not more likely than not to be recovered and therefore has established a valuation allowance. The Company reassesses its need for the valuation allowance for its deferred income taxes on an ongoing basis. Additionally, income tax rules and regulations are subject to interpretation, require judgment by the Company and may be challenged by the taxation authorities. As described further in Note 7—"Income Taxes," the Company applies the provisions of ASC Subtopic 740-10, Income Taxes—Overview . In accordance with ASC Subtopic 740-10, the Company recognizes a tax benefit only for tax positions that are determined to be more likely than not sustainable based on the technical merits of the tax position. With respect to such tax positions for which recognition of a benefit is appropriate, the benefit is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. Tax positions are evaluated on an ongoing basis as part of the Company's process for determining the provision for income taxes. |
Interest Rate Swaps | Interest Rate Swaps Regal Cinemas has entered into hedging relationships via interest rate swap agreements to hedge against interest rate exposure of its variable rate debt obligations under Regal Cinemas' Amended Senior Credit Facility. Certain of these interest rate swaps qualify for cash flow hedge accounting treatment and as such, the change in the fair values of the interest rate swaps is recorded on the Company's consolidated balance sheet as an asset or liability with the effective portion of the interest rate swaps' gains or losses reported as a component of other comprehensive income and the ineffective portion reported in earnings. As interest expense is accrued on the debt obligation, amounts in accumulated other comprehensive income/loss related to the interest rate swaps will be reclassified into earnings. In the event that an interest rate swap is terminated or de-designated prior to maturity, gains or losses accumulated in other comprehensive income or loss remain deferred and are reclassified into earnings in the periods during which the hedged forecasted transaction affects earnings. See Note 14—"Fair Value of Financial Instruments" for discussion of the Company’s interest rate swaps’ fair value estimation methods and assumptions. The fair value of the Company's interest rate swaps is based on Level 2 inputs as described in ASC Topic 820, Fair Value Measurements and Disclosures , which include observable inputs such as dealer quoted prices for similar assets or liabilities, and represents the estimated amount Regal Cinemas would receive or pay to terminate the agreements taking into consideration various factors, including current interest rates, credit risk and counterparty credit risk. The counterparties to the Company’s interest rate swaps are major financial institutions. The Company evaluates the bond ratings of the financial institutions and believes that credit risk is at an acceptably low level. Regal Cinemas enters into hedging relationships via interest rate swap agreements to hedge against interest rate exposure of its variable rate debt obligations under the Amended Senior Credit Facility. Certain of these interest rate swaps qualify for cash flow hedge accounting treatment, and as such, the change in the fair values of the interest rate swaps is recorded on the Company's consolidated balance sheet as an asset or liability with the effective portion of the interest rate swaps' gains or losses reported as a component of other comprehensive income and the ineffective portion reported in earnings. As interest expense is accrued on the debt obligation, amounts in accumulated other comprehensive income/loss related to the interest rate swaps will be reclassified into earnings. In the event that an interest rate swap is terminated or de-designated prior to maturity, gains or losses accumulated in other comprehensive income or loss remain deferred and are reclassified into earnings in the periods during which the hedged forecasted transaction affects earnings. |
Deferred Revenue | Deferred revenue related to gift cards and bulk ticket sales and vendor marketing programs is recognized as revenue as described above in this Note 2 under "Revenue Recognition." Deferred Revenue Deferred revenue relates primarily to the amount we received for agreeing to the 2007 ESA modification, amounts recorded in connection with the receipt of newly issued common units of National CineMedia, cash received from the sale of bulk tickets and gift cards, and amounts received in connection with vendor marketing programs. The amount we received for agreeing to the ESA modification is being amortized to advertising revenue over the 30 year term of the agreement following the units of revenue method. In addition, as described in Note 4—"Investments," amounts recorded as deferred revenue in connection with the receipt of newly issued common units of National CineMedia pursuant to the provisions of the Common Unit Adjustment Agreement are being amortized to advertising revenue over the remaining term of the ESA following the units of revenue method. |
Deferred Rent | Deferred Rent The Company recognizes rent on a straight-line basis after considering the effect of rent escalation provisions resulting in a level monthly rent expense for each lease over its term. The deferred rent liability is included in other non-current liabilities in the accompanying consolidated balance sheets. |
Film Costs | Film Costs The Company estimates its film cost expense and related film cost payable based on management's best estimate of the ultimate settlement of the film costs with the distributors. Generally, less than one - third of our quarterly film expense is estimated at period-end. The length of time until these costs are known with certainty depends on the ultimate duration of the film's theatrical run, but is typically "settled" within 2 to 3 months of a particular film's opening release. Upon settlement with our film distributors, film cost expense and the related film cost payable are adjusted to the final film settlement. |
Loyalty Program | Loyalty Program Members of the Regal Crown Club® earn credits for each dollar spent at the Company's theatres and can redeem such credits for movie tickets, concession items and movie memorabilia at the theatre or in an online reward center. Because the Company believes that the value of the awards granted to Regal Crown Club® members is insignificant in relation to the value of the transactions necessary to earn the award, the Company records the estimated incremental cost of providing awards under the Regal Crown Club® loyalty program at the time the awards are earned. |
Advertising and Start-Up Costs | Advertising and Start-Up Costs The Company expenses advertising costs as incurred. Start-up costs associated with a new theatre are also expensed as incurred. |
Share-Based Compensation | Share-Based Compensation As described in Note 9—"Capital Stock and Share-Based Compensation," we apply the provisions of ASC Subtopic 718-10, Compensation—Stock Compensation—Overall . Under ASC Subtopic 718-10, share-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee's requisite service period. |
Estimates | Estimates The preparation of 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, but are not limited to, deferred revenue, property and equipment, goodwill, income taxes and purchase accounting. Actual results could differ from those estimates. |
Segments | Segments As of December 31, 2017 , December 31, 2016 and December 31, 2015 , the Company managed its business under one reportable segment: theatre exhibition operations. |
Acquisitions | Acquisitions The Company accounts for acquisitions under the acquisition method of accounting. The acquisition method requires that the acquired assets and liabilities, including contingencies, be recorded at fair value determined on the acquisition date and changes thereafter reflected in income. For significant acquisitions, the Company obtains independent third party valuation studies for certain of the assets acquired and liabilities assumed to assist the Company in determining fair value. The estimation of the fair values of the assets acquired and liabilities assumed involves a number of estimates and assumptions that could differ materially from the actual amounts recorded. The results of the acquired businesses are included in the Company's results from operations beginning from the day of acquisition. |
Comprehensive Income | Comprehensive Income Total comprehensive income consists of net income and other comprehensive income, net of tax, related to the change in the aggregate unrealized gain/loss on the Company's interest rate swap arrangement, the change in fair value of available for sale equity securities (including other-than-temporary impairments), the reclassification adjustment for gain on sale of available for sale securities recognized in net income and the change in fair value of equity method investee interest rate swap transactions during each of the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 . The Company's interest rate swap arrangements and available for sale equity securities are further described in Note 13—"Derivative Instruments" and Note 14—"Fair Value of Financial Instruments." |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adoption of New Accounting Pronouncements In March 2016, the FASB issued ASU 2016-07, Investments - Equity Method and Joint Ventures (Topic 323) . The purpose of ASU 2016-07 is to eliminate the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment was held. ASU 2016-07 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years and early adoption is permitted. The Company's adoption of ASU 2016-07 during the quarter ended March 31, 2017 had no impact on the Company's consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , which relates to the accounting for employee share-based payments. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years and early adoption is permitted. The Company's adoption of ASU 2016-09 had the impact of reducing income tax expense by approximately $1.3 million pertaining to excess tax benefits related to vesting of 493,516 restricted stock awards and to a lesser extent, dividends paid on restricted stock during the year ended December 31, 2017. Historically, such excess tax benefits would have been recorded as a component of additional paid-in capital. In October 2016, the FASB issued ASU 2016-17, Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control , which requires when assessing which party is the primary beneficiary in a VIE, the decision maker considers interests held by entities under common control on a proportionate basis instead of treating those interests as if they were that of the decision maker itself, as current U.S. GAAP requires. ASU 2016-17 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years and early adoption is permitted. The Company's adoption of ASU 2016-17 during the quarter ended March 31, 2017 had no impact on the Company's consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The purpose of ASU 2017-04 is to simplify the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment should be applied on a prospective basis. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, including interim periods within that year. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company early adopted ASU 2017-04 in connection with its interim goodwill impairment test performed during the year ended December 31, 2017 as further described in Notes 2 and 14 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K. Recently Issued FASB Accounting Standard Codification Updates In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The standard permits the use of either the retrospective or modified retrospective transition method. ASU 2014-09 was originally effective for annual and interim reporting periods beginning after December 15, 2016. However, the standard was deferred by ASU 2015-14, issued by the FASB in August 2015, and is now effective for fiscal years beginning on or after December 15, 2017, including interim reporting periods within that reporting period, with early adoption permitted as of the original effective date. In addition, amendments in subsequent Accounting Standards Updates have either clarified or revised guidance as set forth in ASU 2014-09, including ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenues Gross versus Net) , ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing and ASU 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients. The Company has selected the modified retrospective method for adoption of ASU 2014-09 and its related ASU amendments. Under this method, we will recognize the cumulative effect of the changes in retained earnings at the date of adoption (January 1, 2018) as described below, but will not restate prior periods. The adoption of ASU 2014-09 and its related ASU amendments primarily impacts the Company's accounting for its (i) loyalty program, (ii) gift cards and bulk tickets, including commissions paid to third parties, (iii) the classification of internet ticketing surcharges and (iv) amounts recorded as deferred revenue and the method of amortization for the advanced payment received in connection with the 2007 National CineMedia ESA modification and subsequent receipts of common units of National CineMedia pursuant to the provisions of the Common Unit Adjustment Agreement. While we do not believe the adoption of ASU 2014-09 will have a material impact on our net income or cash flows from operations, we do expect the standard to materially impact the timing and classification of revenues and related expenses in the following key areas: • First, we believe the advanced payment received in connection with the 2007 National CineMedia ESA modification and subsequent receipts of common units of National CineMedia pursuant to the provisions of the Common Unit Adjustment Agreement, each as described in Note 4 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K, include a significant financing component under ASU 2014-09. Accordingly, we expect advertising revenues will increase materially with a similar offsetting increase in non-cash interest expense beginning January 1, 2018. Through December 31, 2017, the Company utilized the units of revenue method to amortize such amounts, but will change its amortization to a straight-line method under ASU 2014-09 effective January 1, 2018. We do not expect these changes to have a material impact on our net income or cash flows from operations. As of the date of this Form 10-K, the Company expects to reduce its opening January 1, 2018 retained earnings balance (along with a corresponding credit to deferred revenue) by approximately $15 million to $20 million , before related tax effects, to give effect to the change in amortization method with respect to these advanced payments. • Second, under ASU 2014-09 and effective January 1, 2018, the Company will record internet ticketing surcharge fees based on the gross transaction price. Previously, the Company recorded such fees net of third-party commission or service fees. This change will have the effect of materially increasing other operating revenues and other operating expenses, but will have no impact on net income or cash flows from operations. • Third, with respect to our gift card and bulk ticket programs, the adoption of ASU 2014-09 is not expected to have a material impact on the annual revenue we currently recognize from these programs, but it will change the method in which we recognize revenue from gift cards and bulk tickets. Through December 31, 2017, the Company recognized revenue associated with gift cards and bulk tickets when redeemed, or when the likelihood of redemption became remote (known as "breakage" in our industry) based on historical experience. Under ASU 2014-09 and effective January 1, 2018, the Company will recognize revenue from unredeemed gift cards and bulk tickets as redeemed and will recognize breakage following the proportional method where revenue is recognized in proportion to the pattern of rights exercised by the customer when the Company expects that it is probable that a significant revenue reversal would not occur for any estimated breakage amounts. As of the date of this Form 10-K, the Company expects to reduce its opening January 1, 2018 retained earnings balance (along with a corresponding credit to deferred revenue) by approximately $25 million to $30 million , before related tax effects, to give effect to this change in accounting for our gift card and bulk ticket programs. With respect to gift card commissions paid to third parties, under ASU 2014-09 and effective January 1, 2018, the Company will begin to amortize the commission fees over the expected redemption period. Previously, such gift card commissions were expensed as incurred. We do not expect these changes to have a material impact on our net income or cash flows from operations, however we do expect to increase our opening January 1, 2018 retained earnings balance (along with a corresponding debit to a gift card commission contract asset) by approximately $18 million to $20 million , before related tax effects, to give effect to this change in accounting for our gift card commissions. • Finally, with respect to other areas impacted by ASU 2014-09 such as our loyalty program, we do not expect those accounting changes to have a material impact on our net income or cash flows from operations. Through December 31, 2017, the Company recorded the estimated incremental cost of providing awards under the Regal Crown Club® loyalty program at the time the awards are earned. Under ASU 2014-09 and effective January 1, 2018, the Company will estimate the fair value of providing such loyalty program awards at the time the related awards are earned. As of the date of this Form 10-K, the Company expects to reduce its opening January 1, 2018 retained earnings balance (along with a corresponding credit to deferred revenue) by approximately $40 million to $50 million , before related tax effects, to give effect to this change in accounting for our loyalty program. The Company is currently finalizing its review of ASU 2014-09 and its related ASU amendments with respect to required disclosures and financial statement presentation for fiscal 2018. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . ASU 2016-02 establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is evaluating the impact that ASU 2016-02 will have on its consolidated financial statements and related disclosures and believes that the significance of its future minimum rental payments will result in a material increase in ROU assets and lease liabilities. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . The purpose of ASU 2016-15 is to reduce the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within that year. The Company is evaluating the impact that ASU 2016-15 will have on its consolidated financial statements and related disclosures. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory , which requires that an entity recognize the income tax consequences of intra-entity transfers of assets other than inventory at the time of the transfer instead of deferring the tax consequences until the asset has been sold to an outside party, as current U.S. GAAP requires. ASU 2016-16 is effective for annual periods, and interim periods therein, beginning after December 15, 2017. Early application is permitted in any interim or annual period. The Company is evaluating the impact that ASU 2016-16 will have on its consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . The purpose of ASU 2017-01 is to clarify the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within that year. The amendments in ASU 2017-01 should be applied prospectively on or after the effective date. Early adoption is permitted. The Company does not expect that the adoption of ASU 2017-01 will have a material impact on its consolidated financial statements and related disclosures. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities , which is intended to simplify and amend the application of hedge accounting to more clearly portray the economics of an entity’s risk management strategies in its financial statements. ASU 2017-12 also amends the presentation and disclosure requirements and changes how entities assess hedge effectiveness. The effective date of the new standard for public companies is for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition with a cumulative effect adjustment recorded to opening retained earnings as of the initial adoption date. The Company is evaluating the impact that ASU 2017-12 will have on its consolidated financial statements and related disclosures. |
Earnings Per Share | We compute earnings per share of Class A and Class B common stock using the two-class method. Basic earnings per share is computed using the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, common stock equivalents outstanding during the period. Potential common stock equivalents consist of the incremental common shares issuable upon the vesting of restricted stock and performance share units. The dilutive effect of outstanding restricted stock and performance share units is reflected in diluted earnings per share by application of the treasury-stock method. In addition, the computation of the diluted earnings per share of Class A common stock assumes the conversion of Class B common stock, while the diluted earnings per share of Class B common stock does not assume the conversion of those shares. The rights, including the liquidation and dividend rights, of the holders of our Class A and Class B common stock are identical, except with respect to voting. The earnings for the periods presented are allocated based on the contractual participation rights of the Class A and Class B common shares. As the liquidation and dividend rights are identical, the earnings are allocated on a proportionate basis. Further, as we assume the conversion of Class B common stock in the computation of the diluted earnings per share of Class A common stock, the earnings are equal to net income attributable to controlling interest for that computation. |
Fair Value Measurement | Fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the entity transacts. The inputs used to develop these fair value measurements are established in a hierarchy, which ranks the quality and reliability of the information used to determine fair value. The fair value classification is based on levels of inputs. Assets and liabilities that are carried at fair value are classified and disclosed in one of the following categories described in ASC Topic 820, Fair Value Measurements and Disclosures: Level 1 Inputs: Quoted market prices in active markets for identical assets or liabilities. Level 2 Inputs: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3 Inputs: Unobservable inputs that are not corroborated by market data. |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of long-lived assets | The Company records depreciation and amortization using the straight-line method over the following estimated useful lives: Buildings 20 - 30 years Equipment 3 - 20 years Leasehold improvements Lesser of term of lease or asset life Computer equipment and software 3 - 5 years |
Schedule of estimated amortization expense for intangible assets | Estimated amortization expense for the next five fiscal years for such intangible assets as of December 31, 2017 is projected below (in millions): 2018 $ 3.8 2019 3.7 2020 3.5 2021 3.3 2022 3.2 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following is a summary of the final allocation of the aggregate purchase price to the estimated fair values of the assets acquired and liabilities assumed at the respective dates of acquisition (in millions): Current assets $ 2.1 Land 28.8 Buildings, equipment and leasehold improvements 115.7 Noncompete agreements 2.7 Goodwill (1) 26.2 Other assets 0.1 Current liabilities (4.0 ) Total purchase price $ 171.6 ________________________________ (1) Goodwill represents the excess aggregate purchase price over the amounts assigned to assets acquired, including intangible assets, and liabilities assumed and is fully deductible for tax purposes. |
Business Acquisition, Pro Forma Information | The following unaudited pro forma results of operations for the years ended December 31, 2017 and December 31, 2016 assume the acquisitions occurred as of the beginning of fiscal 2016. The pro forma results have been prepared for comparative purposes only and do not purport to indicate the results of operations which would actually have occurred had the combination been in effect on the dates indicated, or which may occur in the future. (in millions, except per share data) Year Ended December 31, 2017 Year Ended December 31, 2016 Revenues $ 3,196.0 $ 3,295.6 Income from operations 272.1 343.4 Net income attributable to controlling interest 112.5 172.7 Diluted earnings per share $ 0.72 $ 1.10 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments [Abstract] | |
Schedule Activity with Equity Method Investee National CineMedia | Below is a summary of activity with National CineMedia included in the Company's consolidated financial statements as of and for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 (in millions): As of the period ended For the period ended Investment in NCM Deferred Revenue Cash Received Earnings recognized from NCM Other NCM Revenues Balance as of and for the period ended January 1, 2015 $ 157.4 $ (428.5 ) $ 53.3 $ (32.1 ) $ (23.8 ) Receipt of additional common units(1) 9.0 (9.0 ) — — — Receipt of excess cash distributions(2) (11.8 ) — 30.5 (18.7 ) — Receipt under tax receivable agreement(2) (3.5 ) — 9.5 (6.0 ) — Revenues earned under ESA(3) — — 16.7 — (16.7 ) Amortization of deferred revenue(4) — 10.8 — — (10.8 ) Equity income attributable to additional common units(5) 6.3 — — (6.3 ) — Balance as of and for the period ended December 31, 2015 $ 157.4 $ (426.7 ) $ 56.7 $ (31.0 ) $ (27.5 ) Receipt of additional common units(1) 9.9 (9.9 ) — — — Receipt of excess cash distributions(2) (9.3 ) — 23.3 (14.0 ) — Receipt under tax receivable agreement(2) (4.5 ) — 11.4 (6.9 ) — Revenues earned under ESA(3) — — 16.7 — (16.7 ) Amortization of deferred revenue(4) — 11.6 — — (11.6 ) Equity income attributable to additional common units(5) 8.5 — — (8.5 ) — Balance as of and for the period ended December 31, 2016 $ 162.0 $ (425.0 ) $ 51.4 $ (29.4 ) $ (28.3 ) Receipt of additional common units(1) 6.3 (6.3 ) — — — Receipt of excess cash distributions(2) (12.2 ) — 29.4 (17.2 ) — Receipt under tax receivable agreement(2) (3.4 ) — 8.3 (4.9 ) — Revenues earned under ESA(3) — — 17.1 — (17.1 ) Amortization of deferred revenue(4) — 12.8 — — (12.8 ) Equity income attributable to additional common units(5) 7.6 — — (7.6 ) — Change in interest loss(6) (5.6 ) — — 5.6 — Balance as of and for the period ended December 31, 2017 $ 154.7 $ (418.5 ) $ 54.8 $ (24.1 ) $ (29.9 ) _______________________________________________________________________________ (1) On March 16, 2017, March 17, 2016, and March 17, 2015, we received from National CineMedia approximately 0.5 million , 0.7 million and 0.6 million , respectively, newly issued common units of National CineMedia in accordance with the annual adjustment provisions of the Common Unit Adjustment Agreement. The Company recorded the additional common units (Additional Investments Tranche) at fair value using the available closing stock prices of NCM, Inc. as of the dates on which the units were issued. As a result of these adjustments, the Company recorded increases to its investment in National CineMedia (along with corresponding increases to deferred revenue) of $6.3 million , $9.9 million and $9.0 million during the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively. Such deferred revenue amounts are being amortized to advertising revenue over the remaining term of the ESA between RCI and National CineMedia following the units of revenue method as described in (4) below. As of December 31, 2017 , we held approximately 27.6 million common units of National CineMedia. On a fully diluted basis, we own a 17.9% interest in NCM, Inc. as of December 31, 2017 . (2) During the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , the Company received $37.7 million , $34.7 million , $40.0 million , respectively, in cash distributions from National CineMedia, exclusive of receipts for services performed under the ESA (including payments of $8.3 million , $11.4 million , and $9.5 million received under the tax receivable agreement). Approximately $15.6 million , $13.8 million and $15.3 million of these cash distributions received during the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively, were attributable to the Additional Investments Tranche and were recognized as a reduction in our investment in National CineMedia. The remaining amounts were recognized in equity earnings during each of these periods and have been included as components of "Earnings recognized from NCM" in the accompanying consolidated financial statements. (3) The Company recorded other revenues, excluding the amortization of deferred revenue, of approximately $17.1 million , $16.7 million and $16.7 million for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively, pertaining to our agreements with National CineMedia, including per patron and per digital screen theatre access fees (net of payments $12.5 million , $12.2 million and $11.8 million for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively, for on-screen advertising time provided to our beverage concessionaire) and other NCM revenues. These advertising revenues are presented as a component of "Other operating revenues" in the Company's consolidated financial statements. (4) Amounts represent amortization of ESA modification fees received from NCM to advertising revenue utilizing the units of revenue amortization method. These advertising revenues are presented as a component of "Other operating revenues" in the Company's consolidated financial statements. (5) Amounts represent the Company's share in the net gain (loss) of National CineMedia with respect to the Additional Investments Tranche. Such amounts have been included as a component of "Earnings recognized from NCM" in the consolidated financial statements. (6) The Company recorded a non-cash change in interest loss of $5.6 million during the quarter ended March 31, 2017 to adjust the Company's investment balance due to NCM's issuance of common units to other founding members, at a price per share below the Company's average carrying amount per share. Such amount has been included as a component of "Earnings recognized from NCM" in the consolidated financial statements. |
Summary of unaudited consolidated statement of operations information of National CineMedia | Summarized consolidated statements of income information for National CineMedia for the years ended December 29, 2016 December 31, 2015, and January 1, 2015 is as follows (in millions): Year Ended Year Ended Year Ended Revenues $ 447.6 $ 446.5 $ 394.0 Income from operations 173.0 140.5 159.2 Net income 109.3 87.5 96.3 Summarized consolidated statements of operations information for DCIP for the years ended December 31, 2017 , December 31, 2016 , and December 31, 2015 is as follows (in millions): Year Ended December 31, 2017 Year Ended Year Ended Net revenues $ 177.4 $ 178.8 $ 172.3 Income from operations 106.7 107.9 103.4 Net income 93.1 89.2 79.3 |
Summary of unaudited consolidated balance sheet information for National CineMedia | Summarized consolidated balance sheet information for National CineMedia as of December 29, 2016 and December 31, 2016 is as follows (in millions): December 29, 2016 December 31, 2015 Current assets $ 180.9 $ 159.5 Noncurrent assets 607.6 612.5 Total assets 788.5 772.0 Current liabilities 121.1 113.1 Noncurrent liabilities 924.3 925.4 Total liabilities 1,045.4 1,038.5 Members' deficit (256.9 ) (266.5 ) Liabilities and members' deficit 788.5 772.0 Summarized consolidated balance sheet information for DCIP as of December 31, 2017 and 2016 is as follows (in millions): December 31, 2017 December 31, 2016 Current assets $ 56.3 $ 45.1 Noncurrent assets 772.4 861.3 Total assets 828.7 906.4 Current liabilities 59.2 44.8 Noncurrent liabilities 296.8 464.2 Total liabilities 356.0 509.0 Members' equity 472.7 397.4 Liabilities and members' equity 828.7 906.4 |
Schedule of changes in the carrying amount of investment in Digital Cinema Implementation Partners | The changes in the carrying amount of our investment in DCIP for the years ended December 31, 2017 , December 31, 2016 , and December 31, 2015 are as follows (in millions): Balance as of January 1, 2015 $ 126.3 Equity contributions 0.4 Equity in earnings of DCIP(1) 37.0 Receipt of cash distributions(2) (2.0 ) Change in fair value of equity method investee interest rate swap transactions (1.0 ) Balance as of December 31, 2015 160.7 Equity contributions 0.5 Equity in earnings of DCIP(1) 41.6 Receipt of cash distributions(2) (9.7 ) Change in fair value of equity method investee interest rate swap transactions 0.1 Balance as of December 31, 2016 193.2 Equity contributions 1.2 Equity in earnings of DCIP(1) 43.5 Receipt of cash distributions(2) (9.5 ) Change in fair value of equity method investee interest rate swap transactions 0.3 Balance as of December 31, 2017 $ 228.7 _______________________________________________________________________________ (1) Represents the Company's share of the net income of DCIP. Such amount is presented as a component of "Equity in income of non-consolidated entities and other, net" in the accompanying consolidated statements of income. (2) Represents cash distributions from DCIP as a return on its investment. |
DEBT OBLIGATIONS (Tables)
DEBT OBLIGATIONS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of debt obligations | Debt obligations at December 31, 2017 and December 31, 2016 consist of the following (in millions): December 31, 2017 December 31, 2016 Regal Cinemas Amended Senior Credit Facility, net of debt discount $ 1,097.2 $ 954.7 Regal 5 3 / 4 % Senior Notes Due 2022 775.0 775.0 Regal 5 3 / 4 % Senior Notes Due 2025 250.0 250.0 Regal 5 3 / 4 % Senior Notes Due 2023 250.0 250.0 Lease financing arrangements, weighted average interest rate of 11.22% as of December 31, 2017, maturing in various installments through November 2028 88.3 97.1 Capital lease obligations, 7.8% to 10.7%, maturing in various installments through December 2030 7.0 9.2 Other 2.8 4.1 Total debt obligations 2,470.3 2,340.1 Less current portion 26.6 25.5 Less debt issuance costs, net of accumulated amortization of $22.3 and $18.5, respectively 23.1 25.8 Total debt obligations, less current portion and debt issuance costs $ 2,420.6 $ 2,288.8 |
Schedule of company's long-term debt and future minimum lease payments for its capital lease obligations and lease financing arrangements | The Company's long-term debt and future minimum lease payments for its capital lease obligations and lease financing arrangements are scheduled to mature as follows: Long-Term Debt and Other Capital Leases Lease Financing Arrangements Total (in millions) 2018 $ 12.4 $ 1.0 $ 22.2 $ 35.6 2019 12.4 0.9 20.3 33.6 2020 11.1 0.9 14.7 26.7 2021 11.1 1.0 10.8 22.9 2022 1,828.0 1.0 9.0 1,838.0 Thereafter 500.0 8.1 52.7 560.8 Less: interest on capital leases and lease financing arrangements — (5.9 ) (41.4 ) (47.3 ) Totals $ 2,375.0 $ 7.0 $ 88.3 $ 2,470.3 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Schedule of minimum rentals payable under non-cancelable operating leases | Minimum rentals payable under all non-cancelable operating leases with terms in excess of one year as of December 31, 2017 , are summarized for the following fiscal years (in millions): 2018 $ 446.1 2019 404.0 2020 359.6 2021 322.0 2022 293.1 Thereafter 1,296.8 Total $ 3,121.6 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of provision for income taxes | The components of the provision for income taxes for income from operations are as follows (in millions): Year Ended December 31, 2017 Year Ended Year Ended Federal: Current $ 79.5 $ 89.2 $ 91.1 Deferred 4.6 3.3 (8.1 ) Total Federal 84.1 92.5 83.0 State: Current 22.7 19.6 19.9 Deferred (5.2 ) (0.9 ) (2.8 ) Total State 17.5 18.7 17.1 Total income tax provision $ 101.6 $ 111.2 $ 100.1 |
Reconciliation of provision for income taxes as reported and the amount computed using U.S. federal statutory rate | A reconciliation of the provision for income taxes as reported and the amount computed by multiplying the income before taxes and extraordinary item by the U.S. federal statutory rate of 35% was as follows (in millions): Year Ended Year Ended Year Ended Provision calculated at federal statutory income tax rate $ 74.9 $ 98.6 $ 88.7 State and local income taxes, net of federal benefit 5.9 12.2 11.1 U.S. Tax Cuts and Jobs Act 15.9 — — Permanent items 4.1 0.6 0.5 Other 0.8 (0.2 ) (0.2 ) Total income tax provision $ 101.6 $ 111.2 $ 100.1 |
Schedule of components of the Company's net deferred tax asset | Significant components of the Company's net deferred tax asset consisted of the following at (in millions): December 31, 2017 December 31, 2016 Deferred tax assets: Net operating loss carryforward $ 21.4 $ 46.6 Excess of tax basis over book basis of fixed assets 18.0 55.2 Deferred revenue 119.4 176.5 Deferred rent 76.6 86.6 Other 8.8 14.3 Total deferred tax assets 244.2 379.2 Valuation allowance (16.7 ) (34.5 ) Total deferred tax assets, net of valuation allowance 227.5 344.7 Deferred tax liabilities: Excess of book basis over tax basis of intangible assets (34.9 ) (58.7 ) Excess of book basis over tax basis of investments (128.2 ) (219.1 ) Other (9.9 ) (10.6 ) Total deferred tax liabilities (173.0 ) (288.4 ) Net deferred tax asset $ 54.5 $ 56.3 |
Reconciliation of change in unrecognized tax benefits | In accordance with the provisions of ASC Subtopic 740-10, a reconciliation of the change in the amount of unrecognized tax benefits during the years ended December 31, 2017 and December 31, 2016 was as follows (in millions): Year Ended Year Ended Beginning balance $ 10.9 $ 13.1 Decreases related to prior year tax positions (2.5 ) — Increases related to current year tax positions 0.2 0.4 Lapse of statute of limitations (2.9 ) (2.6 ) Ending balance $ 5.7 $ 10.9 |
CAPITAL STOCK AND SHARE-BASED33
CAPITAL STOCK AND SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
CAPITAL STOCK AND SHARE-BASED COMPENSATION | |
Schedule of restricted share activity | The following table represents the restricted stock activity for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 : Year Ended December 31, 2017 Year Ended Year Ended Unvested shares at beginning of year: 765,952 773,643 885,365 Granted during the year 217,366 261,119 228,116 Vested during the year (493,516 ) (520,258 ) (596,639 ) Forfeited during the year (29,567 ) (11,028 ) (49,895 ) Conversion of performance shares during the year 205,677 262,476 306,696 Unvested shares at end of year 665,912 765,952 773,643 |
Schedule of performance share activity | The following table summarizes information about the Company's number of performance shares for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 : Year Ended December 31, 2017 Year Ended Year Ended Unvested shares at beginning of year: 698,709 696,849 812,927 Granted (based on target) during the year 235,356 280,374 234,177 Cancelled/forfeited during the year (28,492 ) (16,038 ) (43,559 ) Conversion to restricted shares during the year (205,677 ) (262,476 ) (306,696 ) Unvested shares at end of year 699,896 698,709 696,849 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Summary of computation of basic and diluted earnings per share | The following table sets forth the computation of basic and diluted earnings per share of Class A and Class B common stock (in millions, except share and per share data): Year Ended December 31, 2017 Year Ended Year Ended Class A Class B Class A Class B Class A Class B Basic earnings per share: Numerator: Allocation of earnings $ 95.3 $ 17.0 $ 144.5 $ 25.9 $ 130.0 $ 23.4 Denominator: Weighted average common shares outstanding (in thousands) 132,627 23,709 132,286 23,709 131,971 23,709 Basic earnings per share $ 0.72 $ 0.72 $ 1.09 $ 1.09 $ 0.99 $ 0.99 Diluted earnings per share: Numerator: Allocation of earnings for basic computation $ 95.3 $ 17.0 $ 144.5 $ 25.9 $ 130.0 $ 23.4 Reallocation of earnings as a result of conversion of Class B to Class A shares 17.0 — 25.9 — 23.4 — Reallocation of earnings to Class B shares for effect of other dilutive securities — — — — — (0.1 ) Allocation of earnings $ 112.3 $ 17.0 $ 170.4 $ 25.9 $ 153.4 $ 23.3 Denominator: Number of shares used in basic computation (in thousands) 132,627 23,709 132,286 23,709 131,971 23,709 Weighted average effect of dilutive securities (in thousands) Add: Conversion of Class B to Class A common shares outstanding 23,709 — 23,709 — 23,709 — Restricted stock and performance shares 650 — 809 — 831 — Number of shares used in per share computations (in thousands) 156,986 23,709 156,804 23,709 156,511 23,709 Diluted earnings per share $ 0.72 $ 0.72 $ 1.09 $ 1.09 $ 0.98 $ 0.98 |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | Below is a summary of Regal Cinemas' current interest rate swap agreements as of December 31, 2017 : Nominal Amount Effective Date Fixed Rate Receive Rate Expiration Date Designated as Cash Flow Hedge Gross Fair Value at December 31, 2017 Balance Sheet Location $200.0 million June 30, 2015 2.165% 1-month LIBOR June 30, 2018 No $(0.5) million See Note 14 $250.0 million June 30, 2018 1.908% 1-month LIBOR June 30, 2022 Yes $2.5 million See Note 14 $200.0 million December 31, 2018 1.900% 1-month LIBOR December 31, 2021 Yes $1.7 million See Note 14 |
Derivative Instruments, Gain (Loss) | The following tables show the effective portion of gains and losses on derivative instruments designated and qualifying in cash flow hedges recognized in other comprehensive income (loss), and amounts reclassified from accumulated other comprehensive income/loss to interest expense for the periods indicated (in millions): Pre-tax Gain (Loss) Recognized in Other Comprehensive Income (Loss) (Effective Portion) Year Ended Year Ended Year Ended Derivatives designated as cash flow hedges: Interest rate swaps $ 3.3 $ (3.8 ) $ (7.1 ) Pre-tax Amounts Reclassified from Accumulated Other Comprehensive Loss into Interest Expense, net Year Ended Year Ended Year Ended Derivatives designated as cash flow hedges: Interest rate swaps $ 2.6 $ 6.0 $ 7.4 The following table sets forth the effect of our interest rate swap arrangements on our consolidated statements of income for the years ended December 31, 2017 , December 31, 2016 , and December 31, 2015 (in millions): Pre-tax Gain (Loss) Recognized in Interest Expense, net Year Ended Year Ended Year Ended Derivatives designated as cash flow hedges (ineffective portion): Interest rate swaps(1) $ 0.7 $ 2.5 $ 1.9 Derivatives not designated as cash flow hedges: Interest rate swaps (2) $ 1.2 $ — $ 1.5 ________________________________ (1) Amounts represent the ineffective portion of the change in fair value of the hedging derivatives and are recorded as a reduction of interest expense in the consolidated financial statements. (2) Amounts represent the change in fair value of the former hedging derivatives and are recorded as a reduction of interest expense in the consolidated financial statements from the de-designation dates of April 2, 2015 and June 6, 2017. |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in accumulated other comprehensive income (loss), net associated with the Company’s interest rate swap arrangements for the years ended December 31, 2017 , December 31, 2016 , and December 31, 2015 were as follows (in millions): Interest Rate Swaps Year Ended Year Ended Year Ended Accumulated other comprehensive loss, net, beginning of period $ (1.4 ) $ (2.7 ) $ (2.9 ) Change in fair value of interest rate swap transactions (effective portion), net of taxes of $1.3, $1.5, and $2.8, respectively 2.0 (2.3 ) (4.3 ) Amounts reclassified from accumulated other comprehensive loss to interest expense, net of taxes of $1.0, $2.4 and $2.9, respectively 1.6 3.6 4.5 Accumulated other comprehensive income (loss), net, end of period $ 2.2 $ (1.4 ) $ (2.7 ) The following tables present for the years ended December 31, 2017 and December 31, 2016 , respectively, the change in accumulated other comprehensive income (loss), net of tax, by component (in millions): Interest rate swaps Equity method investee interest rate swaps Total Balance as of December 31, 2016 $ (1.4 ) $ 0.1 $ (1.3 ) Other comprehensive income (loss), net of tax Change in fair value of interest rate swap transactions 2.0 — 2.0 Amounts reclassified to net income from interest rate swaps 1.6 — 1.6 Change in fair value of equity method investee interest rate swaps — 0.2 0.2 Total other comprehensive income (loss), net of tax 3.6 0.2 3.8 Balance as of December 31, 2017 $ 2.2 $ 0.3 $ 2.5 Interest rate swaps Available for sale securities Equity method investee interest rate swaps Total Balance as of December 31, 2015 $ (2.7 ) $ 0.5 $ 0.1 $ (2.1 ) Other comprehensive income (loss), net of tax Change in fair value of interest rate swap transactions (2.3 ) — — (2.3 ) Amounts reclassified to net income from interest rate swaps 3.6 — — 3.6 Reclassification adjustment for gain on sale of available for sale securities recognized in net income — (0.5 ) — (0.5 ) Total other comprehensive income (loss), net of tax 1.3 (0.5 ) — 0.8 Balance as of December 31, 2016 $ (1.4 ) $ — $ 0.1 $ (1.3 ) |
FAIR VALUE OF FINANCIAL INSTR36
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities carried at fair value on a recurring basis | The following tables summarize the fair value hierarchy of the Company's financial assets and liabilities carried at fair value on a recurring basis as of December 31, 2017 and December 31, 2016 : Total Carrying Value at December 31, 2017 Fair Value Measurements at December 31, 2017 Balance Sheet Location Quoted prices in Significant other Significant (in millions) Assets: Interest rate swaps designated as cash flow hedges (1) Other Non-Current Assets $ 4.2 $ — $ 4.2 $ — Total assets at fair value $ 4.2 $ — $ 4.2 $ — Liabilities: Interest rate swap not designated as cash flow hedge (1) Accrued Expenses $ 0.5 $ 0.5 Total liabilities at fair value $ 0.5 $ — $ 0.5 $ — Total Carrying Fair Value Measurements at December 31, 2016 Balance Sheet Location Quoted prices in Significant other Significant (in millions) Liabilities: Interest rate swap designated as cash flow hedge (1) Accrued Expenses $ 2.3 $ — $ 2.3 $ — Interest rate swap designated as cash flow hedge (1) Other Non-Current Liabilities $ 0.7 $ — $ 0.7 $ — Total liabilities at fair value $ 3.0 $ — $ 3.0 $ — _______________________________________________________________________________ (1) The fair value of the Company’s interest rate swaps described in Note 13—"Derivative Instruments" is based on Level 2 inputs, which include observable inputs such as dealer quoted prices for similar assets or liabilities, and represents the estimated amount Regal Cinemas would receive or pay to terminate the agreements taking into consideration various factors, including current interest rates, credit risk and counterparty credit risk. The counterparties to the Company’s interest rate swaps are major financial institutions. The Company evaluates the bond ratings of the financial institutions and believes that credit risk is at an acceptably low level. |
Schedule of aggregate carrying values and fair values of long-term debt | The aggregate carrying values and fair values of long-term debt at December 31, 2017 and December 31, 2016 consist of the following: December 31, 2017 December 31, 2016 (in millions) Carrying value $ 2,372.2 $ 2,229.7 Fair value $ 2,415.7 $ 2,287.1 |
ACCUMULATED OTHER COMPREHENSI37
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), NET (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in accumulated other comprehensive income (loss), net associated with the Company’s interest rate swap arrangements for the years ended December 31, 2017 , December 31, 2016 , and December 31, 2015 were as follows (in millions): Interest Rate Swaps Year Ended Year Ended Year Ended Accumulated other comprehensive loss, net, beginning of period $ (1.4 ) $ (2.7 ) $ (2.9 ) Change in fair value of interest rate swap transactions (effective portion), net of taxes of $1.3, $1.5, and $2.8, respectively 2.0 (2.3 ) (4.3 ) Amounts reclassified from accumulated other comprehensive loss to interest expense, net of taxes of $1.0, $2.4 and $2.9, respectively 1.6 3.6 4.5 Accumulated other comprehensive income (loss), net, end of period $ 2.2 $ (1.4 ) $ (2.7 ) The following tables present for the years ended December 31, 2017 and December 31, 2016 , respectively, the change in accumulated other comprehensive income (loss), net of tax, by component (in millions): Interest rate swaps Equity method investee interest rate swaps Total Balance as of December 31, 2016 $ (1.4 ) $ 0.1 $ (1.3 ) Other comprehensive income (loss), net of tax Change in fair value of interest rate swap transactions 2.0 — 2.0 Amounts reclassified to net income from interest rate swaps 1.6 — 1.6 Change in fair value of equity method investee interest rate swaps — 0.2 0.2 Total other comprehensive income (loss), net of tax 3.6 0.2 3.8 Balance as of December 31, 2017 $ 2.2 $ 0.3 $ 2.5 Interest rate swaps Available for sale securities Equity method investee interest rate swaps Total Balance as of December 31, 2015 $ (2.7 ) $ 0.5 $ 0.1 $ (2.1 ) Other comprehensive income (loss), net of tax Change in fair value of interest rate swap transactions (2.3 ) — — (2.3 ) Amounts reclassified to net income from interest rate swaps 3.6 — — 3.6 Reclassification adjustment for gain on sale of available for sale securities recognized in net income — (0.5 ) — (0.5 ) Total other comprehensive income (loss), net of tax 1.3 (0.5 ) — 0.8 Balance as of December 31, 2016 $ (1.4 ) $ — $ 0.1 $ (1.3 ) |
THE COMPANY AND BASIS OF PRES38
THE COMPANY AND BASIS OF PRESENTATION (Narrative) (Details) $ / shares in Units, $ in Millions | 1 Months Ended | |||
May 31, 2002USD ($)$ / sharesshares | Feb. 28, 2018$ / shares | Dec. 31, 2017screenstatetheatreshares | Dec. 31, 2016shares | |
Stock activity | ||||
Number of screens in operation | screen | 7,322 | |||
Number of theatres in operation | theatre | 560 | |||
Number of states in which entity operates | state | 43 | |||
Class A | ||||
Stock activity | ||||
Common stock, shares issued (in shares) | shares | 18,000,000 | 133,306,994 | 133,080,279 | |
Issue price (in dollars per share) | $ 19 | |||
Proceeds from sale of common stock, net of expenses | $ | $ 314.8 | |||
Subsequent Event | Cineworld Group PLC | ||||
Stock activity | ||||
Merger agreement, price per share (in dollars per share) | $ 23 |
SUMMARY OF SIGNIFICANT ACCOUN39
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Property, Plant and Equipment) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Assets accounted for under capital leases and lease financing arrangements | $ 3,751.7 | $ 3,536.8 |
Accumulated depreciation | $ 2,238.5 | 2,146.7 |
Buildings | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life, minimum (in years) | 20 years | |
Buildings | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life, minimum (in years) | 30 years | |
Equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life, minimum (in years) | 3 years | |
Equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life, minimum (in years) | 20 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Assets accounted for under capital leases and lease financing arrangements | $ 189.3 | 190.6 |
Accumulated depreciation | 128.6 | 118 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Costs capitalized | $ 14.3 | $ 8 |
Computer equipment and software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life, minimum (in years) | 3 years | |
Computer equipment and software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life, minimum (in years) | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN40
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Impairment of Long-Lived Assets) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||
Asset impairment charges | $ 13.5 | $ 7.9 | $ 15.6 |
SUMMARY OF SIGNIFICANT ACCOUN41
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Leases) (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Minimum | |
Operating Leased Assets [Line Items] | |
Lease term (in years) | 15 years |
Maximum | |
Operating Leased Assets [Line Items] | |
Lease term (in years) | 20 years |
SUMMARY OF SIGNIFICANT ACCOUN42
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Goodwill) (Details) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)screentheatre | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Accounting Policies [Abstract] | ||||
Goodwill | $ 345,800,000 | $ 327,000,000 | ||
Goodwill period increase | 18,800,000 | |||
Goodwill acquired during period | $ 26,200,000 | |||
Number of theatres acquired | theatre | 9 | |||
Number of screens acquired | screen | 134 | |||
Goodwill impairment charge | $ 7,300,000 | $ 7,300,000 | $ 1,700,000 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN43
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Intangible Assets) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||
Intangible asset | $ 69,600,000 | $ 66,800,000 | |
Accumulated amortization | 26,000,000 | 20,800,000 | |
Amortization expenses pertaining to intangible assets acquired | 3,800,000 | 3,800,000 | $ 3,700,000 |
Impairment charge on favorable leases | $ 1,400,000 | $ 300,000 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN44
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Estimated Amortization Expense for the Next Five Fiscal Years) (Details) $ in Millions | Dec. 31, 2017USD ($) |
Accounting Policies [Abstract] | |
2,018 | $ 3.8 |
2,019 | 3.7 |
2,020 | 3.5 |
2,021 | 3.3 |
2,022 | $ 3.2 |
SUMMARY OF SIGNIFICANT ACCOUN45
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Debt Acquisition Costs) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||
Debt issuance costs, net | $ 23.1 | $ 25.8 |
SUMMARY OF SIGNIFICANT ACCOUN46
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Investments) (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 01, 2015 | Feb. 13, 2007 | |
Investment [Line Items] | |||||
Carrying value of Company's investment | $ 407,100,000 | $ 367,700,000 | |||
Investment impairment | $ 0 | 0 | $ 0 | ||
National Cine Media | |||||
Investment [Line Items] | |||||
Ownership interest in the investee (as a percent) | 17.90% | ||||
Carrying value of Company's investment | $ 154,700,000 | 162,000,000 | 157,400,000 | $ 157,400,000 | $ 0 |
Digital Cinema Implementation Partners | |||||
Investment [Line Items] | |||||
Ownership interest in the investee (as a percent) | 46.70% | ||||
Carrying value of Company's investment | $ 228,700,000 | $ 193,200,000 | $ 160,700,000 | $ 126,300,000 |
SUMMARY OF SIGNIFICANT ACCOUN47
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Deferred Revenue) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue, noncurrent | $ 404.6 | $ 412.3 |
Deferred revenue | 186.2 | 192.7 |
Deferred Revenue | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue | $ 168.6 | 175.6 |
National Cine Media | ||
Deferred Revenue Arrangement [Line Items] | ||
Amortization period (in years) | 30 years | |
Deferred revenue, noncurrent | $ 418.5 | $ 425 |
SUMMARY OF SIGNIFICANT ACCOUN48
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Film Costs) (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Proportion of quarterly film expense estimated at period end | 0.3333 |
Minimum period for settlement of film costs (in months) | 2 months |
Maximum period for settlement of film costs (in months) | 3 months |
SUMMARY OF SIGNIFICANT ACCOUN49
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Segments) (Details) - segment | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||
Number of reportable segments | 1 | 1 | 1 |
SUMMARY OF SIGNIFICANT ACCOUN50
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Comprehensive Income) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||
Comprehensive income | $ 116.1 | $ 171.3 | $ 152.6 |
SUMMARY OF SIGNIFICANT ACCOUN51
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Recent Accounting Pronouncements) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Share-based compensation, excess tax benefit | $ 1.3 | ||
Restricted Stock | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Vested during the period (in shares) | 493,516 | 520,258 | 596,639 |
Other Revenue, Common Unit Adjustment Agreement | Pro Forma | Difference between Revenue Guidance in Effect before and after Topic 606 | Minimum | Accounting Standards Update 2014-09 | Retained Earnings | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect adjustment upon adoption of ASU 2014-09 | $ 15 | ||
Other Revenue, Common Unit Adjustment Agreement | Pro Forma | Difference between Revenue Guidance in Effect before and after Topic 606 | Maximum | Accounting Standards Update 2014-09 | Retained Earnings | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect adjustment upon adoption of ASU 2014-09 | 20 | ||
Gift Card And Bulk Ticket Programs | Pro Forma | Difference between Revenue Guidance in Effect before and after Topic 606 | Minimum | Accounting Standards Update 2014-09 | Retained Earnings | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect adjustment upon adoption of ASU 2014-09 | 25 | ||
Gift Card And Bulk Ticket Programs | Pro Forma | Difference between Revenue Guidance in Effect before and after Topic 606 | Maximum | Accounting Standards Update 2014-09 | Retained Earnings | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect adjustment upon adoption of ASU 2014-09 | 30 | ||
Gift Card Commissions | Pro Forma | Difference between Revenue Guidance in Effect before and after Topic 606 | Minimum | Accounting Standards Update 2014-09 | Retained Earnings | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect adjustment upon adoption of ASU 2014-09 | 18 | ||
Gift Card Commissions | Pro Forma | Difference between Revenue Guidance in Effect before and after Topic 606 | Maximum | Accounting Standards Update 2014-09 | Retained Earnings | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect adjustment upon adoption of ASU 2014-09 | 20 | ||
Loyalty Program | Pro Forma | Difference between Revenue Guidance in Effect before and after Topic 606 | Minimum | Accounting Standards Update 2014-09 | Retained Earnings | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect adjustment upon adoption of ASU 2014-09 | 40 | ||
Loyalty Program | Pro Forma | Difference between Revenue Guidance in Effect before and after Topic 606 | Maximum | Accounting Standards Update 2014-09 | Retained Earnings | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect adjustment upon adoption of ASU 2014-09 | $ 50 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) $ in Millions | May 18, 2017USD ($)screentheatre | Apr. 18, 2017USD ($) | Apr. 13, 2017USD ($)screentheatre | Dec. 31, 2017USD ($)screentheatre |
Business Acquisition [Line Items] | ||||
Number of theatres in operation | theatre | 560 | |||
Number of screens in operation | screen | 7,322 | |||
Payments to acquire land held-for-use | $ 7.3 | |||
Revenue from acquisitions | $ 57.9 | |||
Santikos Theaters Inc. | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred | $ 29.8 | |||
Warren Theaters | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred | $ 134.5 | |||
Transaction costs | $ 1.7 | |||
Houston, Texas | Santikos Theaters Inc. | ||||
Business Acquisition [Line Items] | ||||
Number of theatres in operation | theatre | 2 | |||
Number of screens in operation | screen | 41 | |||
Kansas and Oklahoma | Warren Theaters | ||||
Business Acquisition [Line Items] | ||||
Number of theatres in operation | theatre | 7 | |||
Number of screens in operation | screen | 93 |
ACQUISITIONS (Purchase Price Al
ACQUISITIONS (Purchase Price Allocation) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||
Goodwill | $ 345.8 | $ 327 |
Warren Theaters and Santikos Theaters, Inc. | ||
Business Acquisition [Line Items] | ||
Current assets | 2.1 | |
Land | 28.8 | |
Buildings, equipment and leasehold improvements | 115.7 | |
Noncompete agreements | 2.7 | |
Goodwill | 26.2 | |
Other assets | 0.1 | |
Current liabilities | (4) | |
Total purchase price | $ 171.6 |
ACQUISITIONS (Pro Forma Informa
ACQUISITIONS (Pro Forma Information) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Combinations [Abstract] | ||
Revenues | $ 3,196 | $ 3,295.6 |
Income from operations | 272.1 | 343.4 |
Net income attributable to controlling interest | $ 112.5 | $ 172.7 |
Diluted earnings per share (in dollars per share) | $ 0.72 | $ 1.10 |
INVESTMENTS (National Cinemedia
INVESTMENTS (National Cinemedia - Narrative) (Details) $ / shares in Units, shares in Millions | Feb. 13, 2007USD ($)$ / sharesshares | Dec. 31, 2017USD ($)Y$ / patron$ / digital_screenshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jan. 01, 2015USD ($) |
Schedule of Equity Method Investments [Line Items] | |||||
Carrying value of Company's investment | $ 407,100,000 | $ 367,700,000 | |||
Change in total attendance (as a percent) | 2.00% | ||||
National Cine Media | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Common units held (in shares) | shares | 27.6 | ||||
Carrying value of Company's investment | $ 0 | $ 154,700,000 | 162,000,000 | $ 157,400,000 | $ 157,400,000 |
Extended term of the exhibitor services agreement (in years) | 30 years | ||||
Period covered under right of first refusal (in years) | 5 years | ||||
ESA, right of first refusal commencement period (in years) | 1 year | ||||
Fixed theatre access fees per patron (in dollars per patron) | $ / patron | 0.0816 | ||||
Fixed theatre access fees per patron increase (as a percent) | 8.00% | ||||
Fixed theatre access fees per patron fixed period (in years) | 5 years | ||||
Fixed theatre access fees per digital screen (in dollars per digital projection system) | $ / digital_screen | 800 | ||||
Fixed theatre access fees per digital screen increase (as a percent) | 5.00% | ||||
Fixed theatre access fees per digital screen, current fixed (in dollars per digital projection system) | $ / digital_screen | 1,304 | ||||
Fixed theatre access fees per digital screen, additional fixed payment | $ / digital_screen | 670 | ||||
Aggregate theatre access fee as a percentage of aggregate advertising revenue (as a percent) | 12.00% | ||||
Remaining term of the exhibitor services agreement (in years) | 20 years | ||||
Payment received for ESA modification | $ 281,000,000 | ||||
Amortization period (in years) | 30 years | ||||
Due from related parties | $ 3,100,000 | 2,800,000 | |||
Due to related parties | $ 1,500,000 | $ 1,300,000 | |||
National Cine Media Inc | National Cine Media | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Cash payments to be made for realized tax benefit (as a percent) | 90.00% | ||||
Tax receivable agreement period | Y | 30 | ||||
National Cine Media Inc | IPO | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Shares of common stock issued (in shares) | shares | 38 | ||||
Issue price (in dollars per share) | $ / shares | $ 21 | ||||
Other Affiliates | National Cine Media Inc | IPO | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Shares of common stock issued (in shares) | shares | 4 | ||||
Capital Unit, Class A | National Cine Media | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Common units held (in shares) | shares | 21.2 | ||||
Common units to common shares redemption basis | 1 | ||||
Carrying value of Company's investment | $ 0 | ||||
Capital Unit, Class B | National Cine Media | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Cumulative number of shares issued for all transactions (in shares) | shares | 12.9 |
INVESTMENTS (National CineMed56
INVESTMENTS (National CineMedia - Activity) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 01, 2015 | |
Equity Investment | |||||
Beginning Balance | $ 367.7 | $ 367.7 | |||
Ending Balance | 407.1 | $ 367.7 | |||
Earnings recognized from NCM | |||||
Earnings recognized from NCM | (24.1) | (29.4) | $ (31) | ||
National Cine Media | |||||
Equity Investment | |||||
Beginning Balance | 162 | 162 | 157.4 | 157.4 | |
Receipt of additional common units | 6.3 | 9.9 | 9 | ||
Receipt of excess cash distributions | (12.2) | (9.3) | (11.8) | ||
Receipt under tax receivable agreement | (3.4) | (4.5) | (3.5) | ||
Equity in earnings attributable to additional common units | 7.6 | 8.5 | 6.3 | ||
Change in interest loss | (5.6) | (5.6) | |||
Ending Balance | 154.7 | 162 | 157.4 | $ 157.4 | |
Deferred Revenue | |||||
Beginning Balance | (425) | (425) | (426.7) | (428.5) | |
Receipt of additional common units | (6.3) | (9.9) | (9) | ||
Amortization of deferred revenue | 12.8 | 11.6 | 10.8 | ||
Ending Balance | (418.5) | (425) | (426.7) | (428.5) | |
Cash Received | |||||
Beginning Balance | 51.4 | 51.4 | 56.7 | 53.3 | |
Receipt of excess cash distributions | 29.4 | 23.3 | 30.5 | ||
Receipt under tax receivable agreement | 8.3 | 11.4 | 9.5 | ||
Revenues earned under ESA | 17.1 | 16.7 | 16.7 | ||
Ending Balance | 54.8 | 51.4 | 56.7 | 53.3 | |
Earnings recognized from NCM | |||||
Receipt of excess cash distributions | (17.2) | (14) | (18.7) | ||
Receipt under tax receivable agreement | (4.9) | (6.9) | (6) | ||
Equity in earnings attributable to additional common units | (7.6) | (8.5) | (6.3) | ||
Change in interest loss | $ 5.6 | 5.6 | |||
Earnings recognized from NCM | (24.1) | (29.4) | (31) | (32.1) | |
Other NCM Revenues | |||||
Revenues earned under ESA | (17.1) | (16.7) | (16.7) | ||
Amortization of deferred revenue | (12.8) | (11.6) | (10.8) | ||
Ending balance | $ (29.9) | $ (28.3) | $ (27.5) | $ (23.8) |
INVESTMENTS (National CineMed57
INVESTMENTS (National CineMedia - Activity - Footnotes) (Details) - National Cine Media - USD ($) shares in Millions, $ in Millions | Mar. 16, 2017 | Mar. 17, 2016 | Mar. 17, 2015 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Equity Method Investments [Line Items] | |||||||
Receipt of additional common units | $ 6.3 | $ 9.9 | $ 9 | ||||
Common units held (in shares) | 27.6 | ||||||
Ownership (as a percent) | 17.90% | ||||||
Cash distributions received | $ 37.7 | 34.7 | 40 | ||||
Revenues earned under ESA | 17.1 | 16.7 | 16.7 | ||||
Payments for beverage concessionaire advertising | 12.5 | 12.2 | 11.8 | ||||
Change in interest loss | $ 5.6 | 5.6 | |||||
National Cine Media Inc | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Payments received under tax receivable agreement | 8.3 | 11.4 | 9.5 | ||||
Other NCM Revenues | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Revenues earned under ESA | 17.1 | 16.7 | 16.7 | ||||
Capital Unit, Class B | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Number of common units receives (in shares) | 0.5 | 0.7 | 0.6 | ||||
Cash distributions received | 15.6 | 13.8 | 15.3 | ||||
Capital Units | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Receipt of additional common units | $ 6.3 | $ 9.9 | $ 9 |
INVESTMENTS (National CineMed58
INVESTMENTS (National CineMedia - Results) (Details) - National Cine Media - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2016 | Dec. 31, 2015 | Jan. 01, 2015 | |
Schedule of Equity Method Investments [Line Items] | |||
Revenues | $ 447.6 | $ 446.5 | $ 394 |
Income from operations | 173 | 140.5 | 159.2 |
Net income (loss) | 109.3 | 87.5 | $ 96.3 |
Current assets | 180.9 | 159.5 | |
Noncurrent assets | 607.6 | 612.5 | |
Total assets | 788.5 | 772 | |
Current liabilities | 121.1 | 113.1 | |
Noncurrent liabilities | 924.3 | 925.4 | |
Total liabilities | 1,045.4 | 1,038.5 | |
Members' deficit | (256.9) | (266.5) | |
Liabilities and members' deficit | $ 788.5 | $ 772 |
INVESTMENTS (DCIP - Narrative)
INVESTMENTS (DCIP - Narrative) (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017USD ($)digitalprojectionsystemrenewal_option$ / digitalprojectionsystem | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Digital Cinema Implementation Partners | Regal Cinemas Inc | |||
Schedule of Equity Method Investments [Line Items] | |||
Lease renewal options | ten one-year | ||
Number of renewal options | renewal_option | 10 | ||
Period of renewal option (in years) | 1 year | ||
Digital Cinema Implementation Partners | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of digital systems | digitalprojectionsystem | 1,800 | ||
Ownership interest in the investee (as a percent) | 46.70% | ||
Voting interest in investment | one-third | ||
Percentage of voting interest | 33.33% | ||
Lease term (in years) | 12 years | ||
Total rent | $ | $ 5.3 | $ 5.3 | $ 5.4 |
Digital Cinema Implementation Partners | AMC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of voting interest | 33.33% | ||
Digital Cinema Implementation Partners | Cinemark | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of voting interest | 33.33% | ||
Digital Cinema Implementation Partners | Minimum | |||
Schedule of Equity Method Investments [Line Items] | |||
Future annual rental payments (in dollars per digital projection system) | $ / digitalprojectionsystem | 1,000 |
INVESTMENTS (DCIP - Activity) (
INVESTMENTS (DCIP - Activity) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Equity Investment | |||
Beginning Balance | $ 367.7 | ||
Equity in earnings of DCIP | 24.1 | $ 29.4 | $ 31 |
Ending Balance | 407.1 | 367.7 | |
Digital Cinema Implementation Partners | |||
Equity Investment | |||
Beginning Balance | 193.2 | 160.7 | 126.3 |
Equity contributions | 1.2 | 0.5 | 0.4 |
Equity in earnings of DCIP | 43.5 | 41.6 | 37 |
Receipt of excess cash distributions | (9.5) | (9.7) | (2) |
Change in fair value of equity method investee interest rate swap transactions | 0.3 | 0.1 | (1) |
Ending Balance | $ 228.7 | $ 193.2 | $ 160.7 |
INVESTMENTS (DCIP - Results) (D
INVESTMENTS (DCIP - Results) (Details) - Digital Cinema Implementation Partners - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | |||
Revenues | $ 177.4 | $ 178.8 | $ 172.3 |
Income from operations | 106.7 | 107.9 | 103.4 |
Net income (loss) | 93.1 | 89.2 | $ 79.3 |
Current assets | 56.3 | 45.1 | |
Noncurrent assets | 772.4 | 861.3 | |
Total assets | 828.7 | 906.4 | |
Current liabilities | 59.2 | 44.8 | |
Noncurrent liabilities | 296.8 | 464.2 | |
Total liabilities | 356 | 509 | |
Members' deficit | 472.7 | 397.4 | |
Liabilities and members' deficit | $ 828.7 | $ 906.4 |
INVESTMENTS (Open Road Films -
INVESTMENTS (Open Road Films - Narrative) (Details) - USD ($) $ in Millions | Aug. 04, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Equity Method Investments [Line Items] | ||||
Gain on sale of Open Roads Films investment | $ 17.8 | $ 0 | $ 0 | |
Proceeds from sale of Open Road Films investment | $ 10.3 | $ 0 | $ 0 | |
Open Road Films | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment, economic interest (as a percent) | 50.00% | |||
Proceeds from sale of Open Road Films Investment including trade and other receivables satisfied | $ 14 | |||
Amount of trade and other receivables satisfied | 3.7 | |||
Gain on sale of Open Roads Films investment | 17.8 | |||
Proceeds from sale of Open Road Films investment | 10.3 | |||
Open Road Films investment, carrying amount sold | $ (7.5) |
DEBT OBLIGATIONS (Debt Schedule
DEBT OBLIGATIONS (Debt Schedule) (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 11, 2014 | Jun. 13, 2013 | Jan. 17, 2013 |
Debt obligations | |||||
Total debt obligations | $ 2,470,300,000 | $ 2,340,100,000 | |||
Current portion of debt obligations | 26,600,000 | 25,500,000 | |||
Debt issuance costs, net | 23,100,000 | 25,800,000 | |||
Total debt obligations, less current portion and debt issuance costs | 2,420,600,000 | 2,288,800,000 | |||
Debt issuance costs, accumulated amortization | 22,300,000 | 18,500,000 | |||
Regal Cinemas Amended Senior Credit Facility, net of debt discount | |||||
Debt obligations | |||||
Total debt obligations | 1,097,200,000 | 954,700,000 | |||
Regal 5 3/4% Senior Notes Due 2022 | |||||
Debt obligations | |||||
Total debt obligations | $ 775,000,000 | 775,000,000 | |||
Interest rate on debt (as a percent) | 5.75% | 5.75% | |||
Regal 5 3/4% Senior Notes Due 2025 | |||||
Debt obligations | |||||
Total debt obligations | $ 250,000,000 | 250,000,000 | $ 250,000,000 | ||
Interest rate on debt (as a percent) | 5.75% | 5.75% | |||
Regal 5 3/4% Senior Notes Due 2023 | |||||
Debt obligations | |||||
Total debt obligations | $ 250,000,000 | 250,000,000 | |||
Interest rate on debt (as a percent) | 5.75% | 5.75% | |||
Lease financing arrangements, weighted average interest rate of 11.22% as of December 31, 2017, maturing in various installments through November 2028 | |||||
Debt obligations | |||||
Total debt obligations | $ 88,300,000 | 97,100,000 | |||
Weighted average interest rate on debt (as a percent) | 11.22% | ||||
Capital lease obligations, 7.8% to 10.7%, maturing in various installments through December 2030 | |||||
Debt obligations | |||||
Total debt obligations | $ 7,000,000 | 9,200,000 | |||
Capital lease obligations, 7.8% to 10.7%, maturing in various installments through December 2030 | Minimum | |||||
Debt obligations | |||||
Interest rate on debt (as a percent) | 7.80% | ||||
Capital lease obligations, 7.8% to 10.7%, maturing in various installments through December 2030 | Maximum | |||||
Debt obligations | |||||
Interest rate on debt (as a percent) | 10.70% | ||||
Other | |||||
Debt obligations | |||||
Total debt obligations | $ 2,800,000 | $ 4,100,000 |
DEBT OBLIGATIONS (Regal Cinemas
DEBT OBLIGATIONS (Regal Cinemas Seventh Amended and Restated Credit Agreement) (Details) | Jun. 06, 2017USD ($) | Apr. 02, 2015USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 02, 2016USD ($) | Jun. 01, 2016USD ($) |
Debt obligations | ||||||||||
Proceeds from Amended Senior Credit Facility | $ 1,103,700,000 | $ 1,914,600,000 | $ 963,300,000 | |||||||
Loss on extinguishment of debt | 1,300,000 | 2,900,000 | 5,700,000 | |||||||
Term Loan | Amended Senior Credit Facility | ||||||||||
Debt obligations | ||||||||||
Aggregate principal amount | $ 965,800,000 | |||||||||
Amortization rate (as a percent) | 1.00% | |||||||||
Proceeds from Amended Senior Credit Facility | $ 963,300,000 | |||||||||
Percentage of excess cash flow | 50.00% | |||||||||
Mandatory prepayments | 3.75 | |||||||||
Percentage of net cash proceeds of all assets sales or other dispositions | 100.00% | |||||||||
Percentage of net cash proceeds of issuances of funded debt | 100.00% | |||||||||
Capital expenditures as a percentage of EBITDA | 35.00% | |||||||||
Carryforward period (in years) | 1 year | |||||||||
Default amount | $ 25,000,000 | |||||||||
Term Loan | Previous Amended Senior Credit Facility | ||||||||||
Debt obligations | ||||||||||
Debt amount | $ 963,200,000 | |||||||||
Regal Cinemas Amended Senior Credit Facility, net of debt discount | Refinancing Agreement | ||||||||||
Debt obligations | ||||||||||
Aggregate principal amount | $ 953,700,000 | $ 956,100,000 | $ 958,500,000 | |||||||
Amortization rate (as a percent) | 1.00% | |||||||||
Loss on extinguishment of debt | $ 1,300,000 | $ 1,400,000 | $ 1,500,000 | |||||||
New Term Loans | Refinancing Agreement | ||||||||||
Debt obligations | ||||||||||
Repayment penalty (as a percent) | 1.00% | |||||||||
Additional Term Loans | Amended Senior Credit Facility | ||||||||||
Debt obligations | ||||||||||
Aggregate principal amount | $ 200,000,000 | |||||||||
Proceeds from Amended Senior Credit Facility | 0 | |||||||||
Line of credit facility, accordion feature, increase limit | $ 150,000,000 | |||||||||
Leverage ratio maximum | 3 | |||||||||
Letters of credit outstanding | 2,700,000 | |||||||||
Amount available for drawing | 82,300,000 | |||||||||
Refinancing Agreement Term Loan Facility New Term Loans | ||||||||||
Debt obligations | ||||||||||
Loans payable to bank | $ 954,700,000 | $ 1,097,200,000 | $ 954,700,000 | |||||||
Interest rate effective percentage after interest rate swap | 3.56% | 3.68% | 3.56% | |||||||
Revolving Credit Facility | Term Loan | Amended Senior Credit Facility | ||||||||||
Debt obligations | ||||||||||
Percentage used | 30.00% | |||||||||
Lease expense multiplier | 8 | |||||||||
Adjusted leverage ratio | 6 | |||||||||
Total leverage ratio | 4 | |||||||||
Revolving Credit Facility | Line of Credit | Amended Senior Credit Facility | ||||||||||
Debt obligations | ||||||||||
Maximum borrowing capacity | $ 85,000,000 | |||||||||
Loss on extinguishment of debt | $ 5,700,000 | |||||||||
Base Rate | Term Loan | Amended Senior Credit Facility | ||||||||||
Debt obligations | ||||||||||
Basis spread (as a percent) | 1.00% | |||||||||
Receive Rate | base rate | |||||||||
Base Rate | New Term Loans | Amended Senior Credit Facility | ||||||||||
Debt obligations | ||||||||||
Basis spread (as a percent) | 1.00% | |||||||||
London Interbank Offered Rate (LIBOR) | Term Loan | Amended Senior Credit Facility | ||||||||||
Debt obligations | ||||||||||
Basis spread (as a percent) | 2.00% | |||||||||
Receive Rate | LIBOR | |||||||||
Frequency of payments | 3 months | |||||||||
London Interbank Offered Rate (LIBOR) | New Term Loans | Amended Senior Credit Facility | ||||||||||
Debt obligations | ||||||||||
Basis spread (as a percent) | 2.00% |
DEBT OBLIGATIONS (Regal 5 3_4%
DEBT OBLIGATIONS (Regal 5 3/4% Senior Notes Due 2022) (Details) - USD ($) | Apr. 10, 2014 | Mar. 11, 2014 | Dec. 31, 2017 | Jun. 13, 2013 |
Debt obligations | ||||
Principal amount of debt extinguished | $ 144,900,000 | |||
Regal 5 3/4% Senior Notes Due 2022 | ||||
Debt obligations | ||||
Aggregate principal amount borrowed | $ 775,000,000 | |||
Net proceeds from issuance of debt | $ 760,100,000 | |||
Redemption price (as a percent) | 100.00% | |||
Interest rate on debt (as a percent) | 5.75% | 5.75% | ||
Regal 5 3/4% Senior Notes Due 2022 | Prior to March 15, 2017, 100% | ||||
Debt obligations | ||||
Redemption price, as a percentage of principal amount redeemed | 100.00% | |||
Regal 5 3/4% Senior Notes Due 2022 | On or after March 15, 2017 | ||||
Debt obligations | ||||
Redemption price, as a percentage of principal amount redeemed | 35.00% | |||
Regal 5 3/4% Senior Notes Due 2022 | Prior to March 15, 2017, 35% | ||||
Debt obligations | ||||
Redemption price, as a percentage of principal amount redeemed | 101.00% | |||
Regal 9 1/8% Senior Notes, including premium | ||||
Debt obligations | ||||
Repurchased face amount | $ 222,300,000 | $ 213,600,000 | ||
Repayments of senior debt | $ 240,500,000 | |||
Interest rate on debt (as a percent) | 9.125% | |||
Regal Cinemas 8 5/8% Senior Notes, net of debt discount | ||||
Debt obligations | ||||
Repurchased face amount | $ 355,800,000 | |||
Repayments of senior debt | $ 381,000,000 | |||
Interest rate on debt (as a percent) | 8.625% |
DEBT OBLIGATIONS (Regal 5 3_466
DEBT OBLIGATIONS (Regal 5 3/4% Senior Notes Due 2025) (Details) - USD ($) | Jan. 17, 2013 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt obligations | |||
Borrowed Funds | $ 2,470,300,000 | $ 2,340,100,000 | |
Hollywood Theatres | |||
Debt obligations | |||
Payments to acquire businesses | $ 194,400,000 | ||
Regal 5 3/4% Senior Notes Due 2025 | |||
Debt obligations | |||
Borrowed Funds | 250,000,000 | $ 250,000,000 | $ 250,000,000 |
Proceeds from issuance of Regal 53/4% Senior Notes Due 2025 | $ 244,500,000 | ||
Interest rate on debt (as a percent) | 5.75% | 5.75% | |
Redemption price, as a percentage of principal amount redeemed | 100.00% | ||
Maximum percentage of the original aggregate principal amount that may be redeemed prior to August 15, 2013 | 35.00% | ||
Repurchase price, as percentage of principal amount, if Company undergoes change of control | 101.00% |
DEBT OBLIGATIONS (Regal 5 3_467
DEBT OBLIGATIONS (Regal 5 3/4% Senior Notes Due 2023) (Details) - USD ($) | Mar. 11, 2014 | Jun. 13, 2013 | Dec. 31, 2017 |
Regal 5 3/4% Senior Notes Due 2023 | |||
Debt obligations | |||
Aggregate principal amount | $ 250,000,000 | ||
Proceeds from issuance of Regal 53/4% Senior Notes Due 2025 | 244,400,000 | ||
Repayments of senior debt | $ 244,300,000 | ||
Interest rate on debt (as a percent) | 5.75% | 5.75% | |
Redemption price, as a percentage of principal amount redeemed | 100.00% | ||
Maximum percentage of the original aggregate principal amount that may be redeemed prior to August 15, 2013 | 35.00% | ||
Repurchase price, as percentage of principal amount, if Company undergoes change of control | 101.00% | ||
Regal 9 1/8% Senior Notes, including premium | |||
Debt obligations | |||
Repurchased face amount | $ 222,300,000 | $ 213,600,000 | |
Repayments of senior debt | $ 240,500,000 | ||
Interest rate on debt (as a percent) | 9.125% |
DEBT OBLIGATIONS (Maturities o
DEBT OBLIGATIONS (Maturities of Debt Obligations) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Debt obligations | ||
2,018 | $ 35.6 | |
2,019 | 33.6 | |
2,020 | 26.7 | |
2,021 | 22.9 | |
2,022 | 1,838 | |
Thereafter | 560.8 | |
Less: interest on capital leases and lease financing arrangements | (47.3) | |
Totals | 2,470.3 | $ 2,340.1 |
Long-Term Debt and Other | ||
Debt obligations | ||
2,018 | 12.4 | |
2,019 | 12.4 | |
2,020 | 11.1 | |
2,021 | 11.1 | |
2,022 | 1,828 | |
Thereafter | 500 | |
Less: interest on capital leases and lease financing arrangements | 0 | |
Totals | 2,375 | |
Capital Leases | ||
Debt obligations | ||
2,018 | 1 | |
2,019 | 0.9 | |
2,020 | 0.9 | |
2,021 | 1 | |
2,022 | 1 | |
Thereafter | 8.1 | |
Less: interest on capital leases and lease financing arrangements | (5.9) | |
Totals | 7 | $ 9.2 |
Lease Financing Arrangements | ||
Debt obligations | ||
2,018 | 22.2 | |
2,019 | 20.3 | |
2,020 | 14.7 | |
2,021 | 10.8 | |
2,022 | 9 | |
Thereafter | 52.7 | |
Less: interest on capital leases and lease financing arrangements | (41.4) | |
Totals | $ 88.3 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Leases [Abstract] | |||
Operating leases, period to be exceeded (in years) | 1 year | ||
Rent expense under operating leases | $ 426.8 | $ 427.6 | $ 421.5 |
Contingent rent expense | $ 20.9 | $ 23.5 | $ 22.7 |
LEASES (Minimum Rentals Payable
LEASES (Minimum Rentals Payable Under All Non-cancelable Operating Leases) (Details) $ in Millions | Dec. 31, 2017USD ($) |
Future minimum rental payments under non-cancelable operating leases | |
2,018 | $ 446.1 |
2,019 | 404 |
2,020 | 359.6 |
2,021 | 322 |
2,022 | 293.1 |
Thereafter | 1,296.8 |
Total | $ 3,121.6 |
INCOME TAXES (Components of the
INCOME TAXES (Components of the Provision for Income Taxes) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Federal: | |||
Current | $ 79.5 | $ 89.2 | $ 91.1 |
Deferred | 4.6 | 3.3 | (8.1) |
Total Federal | 84.1 | 92.5 | 83 |
State: | |||
Current | 22.7 | 19.6 | 19.9 |
Deferred | (5.2) | (0.9) | (2.8) |
Total State | 17.5 | 18.7 | 17.1 |
Total income tax provision | $ 101.6 | $ 111.2 | $ 100.1 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | |||
Current tax benefit allocated directly to stockholders' equity for the exercise of stock options and dividends paid on restricted stock | $ 0 | $ 0.9 | $ 1.8 |
Income tax expense due to Tax Reform Act remeasurement | 10.5 | ||
Valuation allowance | 16.7 | 34.5 | |
Change in valuation allowance related to the U.S. Tax Cuts and Jobs Act | (6.8) | ||
Net unrecognized tax benefits that would affect the effective tax rate, if recognized | 4.6 | 5.4 | |
Net unrecognized tax benefits that would result in an increase to the valuation allowance, if recognized | 0 | 1.7 | |
Accrued gross interest and penalties | 2 | 1.8 | |
Interest and penalties recognized during the period | 0.2 | $ (0.2) | $ 0.3 |
Internal Revenue Service (IRS) | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards subject to expiration | 69.4 | ||
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Change in valuation allowance related to a reduction in certain state net operating losses | (11) | ||
Minimum | |||
Operating Loss Carryforwards [Line Items] | |||
Decrease in gross unrecognized tax benefits associated with state tax positions, minimum | $ 0.6 | ||
Minimum | State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforward period (in years) | 7 years | ||
Maximum | |||
Operating Loss Carryforwards [Line Items] | |||
Decrease in gross unrecognized tax benefits associated with state tax positions, minimum | $ 3.5 | ||
Maximum | State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforward period (in years) | 20 years |
INCOME TAXES (Provision for Inc
INCOME TAXES (Provision for Income Taxes and Components of Net Deferred Tax Assets) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of the provision for income taxes | |||
Provision calculated at federal statutory income tax rate | $ 74.9 | $ 98.6 | $ 88.7 |
State and local income taxes, net of federal benefit | 5.9 | 12.2 | 11.1 |
U.S. Tax Cuts and Jobs Act | 15.9 | 0 | 0 |
Permanent items | 4.1 | 0.6 | 0.5 |
Other | 0.8 | (0.2) | (0.2) |
Total income tax provision | 101.6 | 111.2 | $ 100.1 |
Deferred tax assets: | |||
Net operating loss carryforward | 21.4 | 46.6 | |
Excess of tax basis over book basis of fixed assets | 18 | 55.2 | |
Deferred revenue | 119.4 | 176.5 | |
Deferred rent | 76.6 | 86.6 | |
Other | 8.8 | 14.3 | |
Total deferred tax assets | 244.2 | 379.2 | |
Valuation allowance | (16.7) | (34.5) | |
Total deferred tax assets, net of valuation allowance | 227.5 | 344.7 | |
Deferred tax liabilities: | |||
Excess of book basis over tax basis of intangible assets | (34.9) | (58.7) | |
Excess of book basis over tax basis of investments | (128.2) | (219.1) | |
Other | (9.9) | (10.6) | |
Total deferred tax liabilities | (173) | (288.4) | |
Net deferred tax asset | $ 54.5 | $ 56.3 |
INCOME TAXES (Reconciliation of
INCOME TAXES (Reconciliation of the Change in the Amount of Unrecognized Tax Benefits) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Change in the amount of unrecognized tax benefits | ||
Beginning balance | $ 10.9 | $ 13.1 |
Decreases related to prior year tax positions | (2.5) | 0 |
Increases related to current year tax positions | 0.2 | 0.4 |
Lapse of statute of limitations | (2.9) | (2.6) |
Ending balance | $ 5.7 | $ 10.9 |
LITIGATION AND CONTINGENCIES (D
LITIGATION AND CONTINGENCIES (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2017USD ($)officer | Dec. 31, 2016USD ($) | |
Litigation and disputes | ||
Reserve for litigation proceedings | $ 3.3 | $ 3.5 |
Employment contracts | ||
Litigation and disputes | ||
Number of executive officers with employment contracts (in officers) | officer | 4 | |
Period within which written notification, for termination of employment with good reason, must be provided by the executive officer to the company, maximum (in days) | 90 days | |
Period from existence date of a condition constituting good reason within which resignation must occur (in years) | 2 years | |
Multiplier for annual base salary for determination of severance payments | 2 | |
Multiplier for target bonus for determination of severance payments | 1 | |
Coverage period under any medical, health and life insurance plans following the date of termination (in months) | 24 months | |
Period prior to change of control of company within which termination of executive's employment should occur for entitlement to specified severance payments (in months) | 3 months | |
Period after change of control of company within which termination of executive's employment should occur for entitlement to specified severance payments (in years) | 1 year | |
Coverage period under any medical, health and life insurance plans following the date of termination due to change of control of the Company (in months) | 30 months | |
Effective period of standard provisions for non-competition and non-solicitation of the company's employees (in years) | 1 year | |
Employment contracts with Ms. Miles | ||
Litigation and disputes | ||
Multiplier for annual base salary for determination of severance payments | 2.5 | |
Multiplier for target bonus for determination of severance payments | 2 | |
Employment contracts with Messrs. Dunn, Ownby and Brandow | ||
Litigation and disputes | ||
Multiplier for annual base salary for determination of severance payments | 2 | |
Multiplier for target bonus for determination of severance payments | 1.5 | |
Maximum | Employment contracts | ||
Litigation and disputes | ||
Maximum amount of payments and benefits payable and possible loss | $ 13.4 |
CAPITAL STOCK AND SHARE-BASED76
CAPITAL STOCK AND SHARE-BASED COMPENSATION (Narrative) (Details) | 3 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 30, 2017$ / shares | Jun. 30, 2017$ / shares | Mar. 31, 2017$ / shares | Sep. 30, 2016$ / shares | Jun. 30, 2016$ / shares | Mar. 31, 2016$ / shares | Sep. 30, 2015$ / shares | Jun. 30, 2015$ / shares | Mar. 31, 2015$ / shares | Dec. 31, 2017USD ($)votedividendseries$ / sharesshares | Dec. 31, 2016USD ($)dividend$ / sharesshares | Dec. 31, 2015USD ($)dividend$ / sharesshares | Nov. 17, 2016$ / sharesshares | Aug. 02, 2016$ / sharesshares | May 09, 2012shares | May 31, 2002$ / sharesshares | |
Share-Based Compensation | ||||||||||||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | ||||||||||||||
Number of series of preferred stock issues authorized | series | 1 | |||||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||||||||||||
Cash used to pay dividends | $ | $ 138,900,000 | $ 138,900,000 | $ 139,100,000 | |||||||||||||
Selling Stockholders | ||||||||||||||||
Share-Based Compensation | ||||||||||||||||
Voting power (as a percent) | 67.40% | |||||||||||||||
Class A | ||||||||||||||||
Share-Based Compensation | ||||||||||||||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||
Common stock, shares issued (in shares) | 133,306,994 | 133,080,279 | 18,000,000 | |||||||||||||
Number of Class A common stock that Class B common stock will convert into | vote | 10 | |||||||||||||||
Number of votes per Class A common stock | vote | 1 | |||||||||||||||
Issue price (in dollars per share) | $ / shares | $ 19 | |||||||||||||||
Authorized value of shares to be repurchased | $ | $ 50,000,000 | |||||||||||||||
Stock repurchases | $ | $ 0 | |||||||||||||||
Number of warrants outstanding (in shares) | 0 | |||||||||||||||
Number of quarterly cash dividends | dividend | 4 | 4 | 4 | |||||||||||||
Class A | Selling Stockholders | ||||||||||||||||
Share-Based Compensation | ||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||
Common stock, shares issued (in shares) | 13,000,000 | 13,000,000 | ||||||||||||||
Issue price (in dollars per share) | $ / shares | $ 22.95 | $ 21.60 | ||||||||||||||
Number of shares issued and outstanding owned (in shares) | 12,440,000 | |||||||||||||||
Voting power (as a percent) | 9.30% | |||||||||||||||
Class B | ||||||||||||||||
Share-Based Compensation | ||||||||||||||||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | ||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||
Common stock, shares issued (in shares) | 23,708,639 | 23,708,639 | ||||||||||||||
Number of Class A common stock that Class B common stock will convert into | vote | 10 | |||||||||||||||
Number of warrants outstanding (in shares) | 0 | |||||||||||||||
Class B | Selling Stockholders | ||||||||||||||||
Share-Based Compensation | ||||||||||||||||
Number of shares issued and outstanding owned (in shares) | 23,708,639 | |||||||||||||||
Preferred stock | ||||||||||||||||
Share-Based Compensation | ||||||||||||||||
Preferred stock, shares issued (in shares) | 0 | |||||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | |||||||||||||||
Common stock | ||||||||||||||||
Share-Based Compensation | ||||||||||||||||
Cash dividends paid, quarterly (in dollars per share) | $ / shares | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.22 | ||||
Cash used to pay dividends | $ | $ 138,900,000 | $ 138,900,000 | $ 139,100,000 | |||||||||||||
Incentive Plan | Class A | ||||||||||||||||
Share-Based Compensation | ||||||||||||||||
Number of shares authorized under the awards (in shares) | 5,000,000 | |||||||||||||||
Common stock available for future issuance under incentive plan (in shares) | 3,777,066 | |||||||||||||||
Number of stock options available to purchase (in shares) | 0 | |||||||||||||||
Number of stock options granted (in shares) | 0 | |||||||||||||||
Compensation expense | $ | $ 0 | |||||||||||||||
Incentive Plan | Class A | ||||||||||||||||
Share-Based Compensation | ||||||||||||||||
Number of stock options granted (in shares) | 0 | 0 | ||||||||||||||
Compensation expense | $ | $ 0 | $ 0 |
CAPITAL STOCK AND SHARE-BASED77
CAPITAL STOCK AND SHARE-BASED COMPENSATION (Restricted Stock) (Details) $ / shares in Units, $ in Millions | Jan. 11, 2017$ / sharesshares | Jan. 08, 2017shares | Jan. 13, 2016$ / sharesshares | Jan. 09, 2016shares | Jan. 28, 2015$ / sharesshares | Jan. 11, 2015shares | Dec. 31, 2017USD ($)dividend$ / sharesshares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares |
Share-Based Compensation | |||||||||
Recognized share-based compensation | $ 9.2 | $ 8.8 | $ 8.3 | ||||||
Restricted Stock | |||||||||
Share-Based Compensation | |||||||||
Vesting period (in years) | 1 year | ||||||||
Granted (based on target) during the period (in shares) | shares | 217,366 | 261,119 | 228,116 | 217,366 | 261,119 | 228,116 | |||
Shares withheld to satisfy employee tax withholding requirements (in shares) | shares | 166,761 | 177,769 | 204,540 | ||||||
Amount withheld to satisfy employee tax withholding requirements | $ 3.6 | $ 3.2 | $ 4.3 | ||||||
Performance shares converted to shares of restricted common stock (in shares) | shares | 205,677 | 262,476 | 306,696 | 205,677 | 262,476 | 306,696 | |||
Award vesting rights | one year anniversary | ||||||||
Recognized share-based compensation | $ 4.3 | $ 4.1 | $ 4 | ||||||
Unrecognized share-based compensation | $ 4.5 | ||||||||
Number of dividends paid | dividend | 4 | ||||||||
Cash dividends (in dollars per share) | $ / shares | $ 0.22 | ||||||||
Dividends paid on restricted stock | $ 0.6 | ||||||||
Restricted Stock | Class A | |||||||||
Share-Based Compensation | |||||||||
Closing price of common stock (in dollars per share) | $ / shares | $ 22.10 | $ 17.74 | $ 20.99 | ||||||
Restricted Stock | Class A | Officers and key employees | |||||||||
Share-Based Compensation | |||||||||
Vesting period (in years) | 4 years | ||||||||
Period over which performance goals must be met to qualify for the award, from the anniversary of the grant date (as a percent) | 25.00% | ||||||||
Restricted Stock | Class A | Directors | |||||||||
Share-Based Compensation | |||||||||
Vesting period (in years) | 1 year | ||||||||
Period over which performance goals must be met to qualify for the award, from the anniversary of the grant date (as a percent) | 100.00% | ||||||||
Restricted Stock | Minimum | |||||||||
Share-Based Compensation | |||||||||
Vesting period (in years) | 1 year | ||||||||
Forfeiture rate (as a percent) | 4.00% | ||||||||
Restricted Stock | Maximum | |||||||||
Share-Based Compensation | |||||||||
Vesting period (in years) | 4 years | ||||||||
Forfeiture rate (as a percent) | 6.00% | ||||||||
Restricted Stock | Maximum | Class A | |||||||||
Share-Based Compensation | |||||||||
Closing price of common stock (in dollars per share) | $ / shares | $ 17.74 | $ 20.99 |
CAPITAL STOCK AND SHARE-BASED78
CAPITAL STOCK AND SHARE-BASED COMPENSATION (Restricted Stock Activity) (Details) - Restricted Stock - shares | Jan. 11, 2017 | Jan. 08, 2017 | Jan. 13, 2016 | Jan. 09, 2016 | Jan. 28, 2015 | Jan. 11, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Number of Shares | |||||||||
Unvested at beginning of year (in shares) | 765,952 | 773,643 | 885,365 | ||||||
Granted during the year (in shares) | 217,366 | 261,119 | 228,116 | 217,366 | 261,119 | 228,116 | |||
Vested during the year (in shares) | (493,516) | (520,258) | (596,639) | ||||||
Forfeited during the year (in shares) | (29,567) | (11,028) | (49,895) | ||||||
Conversion of performance shares during the year (in shares) | 205,677 | 262,476 | 306,696 | 205,677 | 262,476 | 306,696 | |||
Unvested at end of year (in shares) | 665,912 | 765,952 | 773,643 |
CAPITAL STOCK AND SHARE-BASED79
CAPITAL STOCK AND SHARE-BASED COMPENSATION (Performance Share Units) (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 11, 2017 | Jan. 08, 2017 | Jan. 13, 2016 | Jan. 09, 2016 | Jan. 28, 2015 | Jan. 11, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Share-Based Compensation | |||||||||
Recognized share-based compensation | $ 9.2 | $ 8.8 | $ 8.3 | ||||||
Performance Share Units | |||||||||
Share-Based Compensation | |||||||||
Granted during the year (in shares) | 235,356 | 280,374 | 234,177 | ||||||
Award vesting rights | fourth anniversary | ||||||||
Vesting period (in years) | 4 years | ||||||||
Expected term, high end of the range (in years) | 4 years | ||||||||
Recognized share-based compensation | $ 4.9 | $ 4.7 | $ 4.3 | ||||||
Unrecognized share-based compensation | $ 6.1 | ||||||||
Performance shares converted to shares of restricted common stock (in shares) | 205,677 | 262,476 | 306,696 | ||||||
Dividends paid on performance shares | $ 0.7 | $ 0.9 | $ 1.4 | ||||||
Additional shares of restricted stock that could be issued (in shares) | 300,000 | ||||||||
Performance Share Units | Dividend Period One | |||||||||
Share-Based Compensation | |||||||||
Cash dividends (in dollars per share) | $ 3.64 | $ 3.60 | $ 4.56 | ||||||
Performance Share Units | Dividend Period Two | |||||||||
Share-Based Compensation | |||||||||
Cash dividends (in dollars per share) | $ 4.58 | ||||||||
Performance Share Units | Officers and key employees | |||||||||
Share-Based Compensation | |||||||||
Granted during the year (in shares) | 235,356 | 280,374 | 234,177 | ||||||
Performance Share Units | Class A | |||||||||
Share-Based Compensation | |||||||||
Closing price of common stock (in dollars per share) | $ 22.10 | ||||||||
Performance Share Units | Minimum | |||||||||
Share-Based Compensation | |||||||||
Forfeiture rate (as a percent) | 8.00% | ||||||||
Performance Share Units | Maximum | |||||||||
Share-Based Compensation | |||||||||
Forfeiture rate (as a percent) | 9.00% | ||||||||
Restricted Stock | |||||||||
Share-Based Compensation | |||||||||
Granted during the year (in shares) | 217,366 | 261,119 | 228,116 | 217,366 | 261,119 | 228,116 | |||
Award vesting rights | one year anniversary | ||||||||
Vesting period (in years) | 1 year | ||||||||
Recognized share-based compensation | $ 4.3 | $ 4.1 | $ 4 | ||||||
Unrecognized share-based compensation | $ 4.5 | ||||||||
Performance shares converted to shares of restricted common stock (in shares) | 205,677 | 262,476 | 306,696 | 205,677 | 262,476 | 306,696 | |||
Cash dividends (in dollars per share) | $ 0.22 | ||||||||
Dividends paid on performance shares | $ 0.6 | ||||||||
Restricted Stock | Class A | |||||||||
Share-Based Compensation | |||||||||
Closing price of common stock (in dollars per share) | $ 22.10 | $ 17.74 | $ 20.99 | ||||||
Restricted Stock | Class A | Officers and key employees | |||||||||
Share-Based Compensation | |||||||||
Vesting period (in years) | 4 years | ||||||||
Restricted Stock | Minimum | |||||||||
Share-Based Compensation | |||||||||
Vesting period (in years) | 1 year | ||||||||
Forfeiture rate (as a percent) | 4.00% | ||||||||
Restricted Stock | Maximum | |||||||||
Share-Based Compensation | |||||||||
Vesting period (in years) | 4 years | ||||||||
Forfeiture rate (as a percent) | 6.00% | ||||||||
Restricted Stock | Maximum | Class A | |||||||||
Share-Based Compensation | |||||||||
Closing price of common stock (in dollars per share) | $ 17.74 | $ 20.99 | |||||||
Share-based Compensation Award, Tranche One | Performance Share Units | |||||||||
Share-Based Compensation | |||||||||
Award vesting rights | third anniversary | ||||||||
Award performance period (in years) | 3 years | ||||||||
Share-based Compensation Award, Tranche One | Performance Share Units | Minimum | Class A | Officers and key employees | |||||||||
Share-Based Compensation | |||||||||
Target number of shares (as a percent) | 0.00% | ||||||||
Share-based Compensation Award, Tranche One | Performance Share Units | Maximum | Class A | Officers and key employees | |||||||||
Share-Based Compensation | |||||||||
Target number of shares (as a percent) | 150.00% | ||||||||
Share-based Compensation Award, Tranche Two | Performance Share Units | |||||||||
Share-Based Compensation | |||||||||
Award vesting rights | third anniversary | ||||||||
Award performance period (in years) | 3 years | ||||||||
Share-based Compensation Award, Tranche Three | Performance Share Units | |||||||||
Share-Based Compensation | |||||||||
Award vesting rights | third anniversary | ||||||||
Award performance period (in years) | 3 years |
CAPITAL STOCK AND SHARE-BASED80
CAPITAL STOCK AND SHARE-BASED COMPENSATION (Performance Share Units Activity) (Details) - Performance Share Units - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-Based Compensation | |||
Unvested at beginning of year (in shares) | 698,709 | 696,849 | 812,927 |
Granted during the year (in shares) | 235,356 | 280,374 | 234,177 |
Cancelled/forfeited during the year (in shares) | (28,492) | (16,038) | (43,559) |
Conversion to restricted shares during the year (in shares) | (205,677) | (262,476) | (306,696) |
Unvested at end of year (in shares) | 699,896 | 698,709 | 696,849 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Anschutz Affiliates - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Regal Cinemas Corporation | |||
Related party transactions | |||
Value of advertising services received in exchange for services provided to related party | $ 0.1 | $ 0.1 | $ 0.1 |
Rent and Other Expenses | Regal Cinemas Corporation | |||
Related party transactions | |||
Proceeds from rent | 0.3 | 0.2 | 0.1 |
Management fees, theatre site | |||
Related party transactions | |||
Management fees revenue | $ 0.5 | $ 0.5 | $ 0.5 |
EMPLOYEE BENEFIT PLANS (Narrati
EMPLOYEE BENEFIT PLANS (Narrative) (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017USD ($)multiemployer_plan | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Defined Contribution Plan | |||
Employee contribution limit per calendar year (as a percent of compensation) | 50.00% | ||
Employer match of employee contributions of first 3% of eligible compensation (as a percent) | 100.00% | ||
Percentage of eligible compensation, matched 100% by employer (as a percent) | 3.00% | ||
Employer match of employee contributions of next 2% of eligible compensation (as a percent) | 50.00% | ||
Percentage of eligible compensation, matched 50% by employer (as a percent) | 2.00% | ||
Matching contributions made by the entity during the period | $ 3.7 | $ 3.4 | $ 3.3 |
Union-Sponsored Plans [Abstract] | |||
Company contributions (less than) | $ 0.1 | $ 0.1 | $ 0.1 |
Local 160 | |||
Union-Sponsored Plans [Abstract] | |||
Number of plans | multiemployer_plan | 5 | ||
Estimated withdrawal liability | $ 0.5 |
EARNINGS PER SHARE (Computation
EARNINGS PER SHARE (Computation of Basic and Diluted Earnings per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | |||
Allocation of earnings | $ 112.3 | $ 170.4 | $ 153.4 |
Denominator: | |||
Weighted average common shares outstanding (in thousands) (in shares) | 156,336 | 155,995 | 155,680 |
Basic earnings per share (in dollars per share) | $ 0.72 | $ 1.09 | $ 0.99 |
Numerator: | |||
Allocation of earnings for basic computation | $ 112.3 | $ 170.4 | $ 153.4 |
Denominator: | |||
Number of shares used in basic computation (in thousands) (in shares) | 156,336 | 155,995 | 155,680 |
Weighted average effect of dilutive securities (in thousands) | |||
Number of shares used in per share computations (in thousands) (in shares) | 156,986 | 156,804 | 156,511 |
Diluted earnings per share (in dollars per share) | $ 0.72 | $ 1.09 | $ 0.98 |
Class A | |||
Numerator: | |||
Allocation of earnings | $ 95.3 | $ 144.5 | $ 130 |
Denominator: | |||
Weighted average common shares outstanding (in thousands) (in shares) | 132,627 | 132,286 | 131,971 |
Basic earnings per share (in dollars per share) | $ 0.72 | $ 1.09 | $ 0.99 |
Numerator: | |||
Allocation of earnings for basic computation | $ 95.3 | $ 144.5 | $ 130 |
Reallocation of earnings as a result of conversion of Class B to Class A shares | 17 | 25.9 | 23.4 |
Reallocation of earnings to Class B shares for effect of other dilutive securities | 0 | 0 | 0 |
Allocation of earnings | $ 112.3 | $ 170.4 | $ 153.4 |
Denominator: | |||
Number of shares used in basic computation (in thousands) (in shares) | 132,627 | 132,286 | 131,971 |
Weighted average effect of dilutive securities (in thousands) | |||
Conversion of Class B to Class A common shares outstanding (in shares) | 23,709 | 23,709 | 23,709 |
Restricted stock and performance shares (in shares) | 650 | 809 | 831 |
Number of shares used in per share computations (in thousands) (in shares) | 156,986 | 156,804 | 156,511 |
Diluted earnings per share (in dollars per share) | $ 0.72 | $ 1.09 | $ 0.98 |
Class B | |||
Numerator: | |||
Allocation of earnings | $ 17 | $ 25.9 | $ 23.4 |
Denominator: | |||
Weighted average common shares outstanding (in thousands) (in shares) | 23,709 | 23,709 | 23,709 |
Basic earnings per share (in dollars per share) | $ 0.72 | $ 1.09 | $ 0.99 |
Numerator: | |||
Allocation of earnings for basic computation | $ 17 | $ 25.9 | $ 23.4 |
Reallocation of earnings as a result of conversion of Class B to Class A shares | 0 | 0 | 0 |
Reallocation of earnings to Class B shares for effect of other dilutive securities | 0 | 0 | (0.1) |
Allocation of earnings | $ 17 | $ 25.9 | $ 23.3 |
Denominator: | |||
Number of shares used in basic computation (in thousands) (in shares) | 23,709 | 23,709 | 23,709 |
Weighted average effect of dilutive securities (in thousands) | |||
Conversion of Class B to Class A common shares outstanding (in shares) | 0 | 0 | 0 |
Restricted stock and performance shares (in shares) | 0 | 0 | 0 |
Number of shares used in per share computations (in thousands) (in shares) | 23,709 | 23,709 | 23,709 |
Diluted earnings per share (in dollars per share) | $ 0.72 | $ 1.09 | $ 0.98 |
DERIVATIVE INSTRUMENTS - Intere
DERIVATIVE INSTRUMENTS - Interest rate swap agreements (Details) - Interest Rate Swaps | 12 Months Ended | ||||
Dec. 31, 2017USD ($) | Aug. 09, 2017USD ($)agreement | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($)agreement | Apr. 02, 2015USD ($)agreement | |
$200.0 million | |||||
Derivative [Line Items] | |||||
Deferred pre-tax losses | $ 500,000 | ||||
$350.0 million | |||||
Derivative [Line Items] | |||||
Nominal Amount | $ 350,000,000 | ||||
Number of derivatives | agreement | 2 | ||||
$150.0 million | |||||
Derivative [Line Items] | |||||
Nominal Amount | $ 150,000,000 | ||||
Number of derivatives | agreement | 1 | ||||
$450.0 million | |||||
Derivative [Line Items] | |||||
Number of derivatives | agreement | 2 | ||||
Designated as Hedging Instrument | Cash Flow Hedging | $200.0 million | |||||
Derivative [Line Items] | |||||
Nominal Amount | 200,000,000 | $ 200,000,000 | |||
Gross Fair Value at December 31, 2017 | $ (500,000) | ||||
Designated as Hedging Instrument | Cash Flow Hedging | $200.0 million | 1-month LIBOR | |||||
Derivative [Line Items] | |||||
Receive Rate | 1-month LIBOR | ||||
Designated as Hedging Instrument | Cash Flow Hedging | $250.0 million | |||||
Derivative [Line Items] | |||||
Nominal Amount | $ 250,000,000 | ||||
Gross Fair Value at December 31, 2017 | $ 2,500,000 | ||||
Designated as Hedging Instrument | Cash Flow Hedging | $250.0 million | 1-month LIBOR | |||||
Derivative [Line Items] | |||||
Receive Rate | 1-month LIBOR | ||||
Designated as Hedging Instrument | Cash Flow Hedging | $200.0 million | |||||
Derivative [Line Items] | |||||
Nominal Amount | $ 200,000,000 | ||||
Gross Fair Value at December 31, 2017 | $ 1,700,000 | ||||
Designated as Hedging Instrument | Cash Flow Hedging | $200.0 million | 1-month LIBOR | |||||
Derivative [Line Items] | |||||
Receive Rate | 1-month LIBOR | ||||
Designated as Hedging Instrument | Cash Flow Hedging | $450.0 million | |||||
Derivative [Line Items] | |||||
Nominal Amount | $ 450,000,000 | ||||
Designated as Hedging Instrument | Maximum | Cash Flow Hedging | $200.0 million | |||||
Derivative [Line Items] | |||||
Fixed Rate (as a percent) | 2.165% | ||||
Designated as Hedging Instrument | Maximum | Cash Flow Hedging | $250.0 million | |||||
Derivative [Line Items] | |||||
Fixed Rate (as a percent) | 1.908% | ||||
Designated as Hedging Instrument | Maximum | Cash Flow Hedging | $200.0 million | |||||
Derivative [Line Items] | |||||
Fixed Rate (as a percent) | 1.90% |
DERIVATIVE INSTRUMENTS - After-
DERIVATIVE INSTRUMENTS - After-tax Gain (Loss) Recognized in Other Comprehensive Income (Loss) (Effective Portion) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Interest Rate Swaps | Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Pre-tax Gain (Loss) Recognized in Other Comprehensive Income (Loss) (Effective Portion) | $ 3.3 | $ (3.8) | $ (7.1) |
DERIVATIVE INSTRUMENTS - Pre-ta
DERIVATIVE INSTRUMENTS - Pre-tax Amounts Reclassified from Accumulated Other Comprehensive Loss into Interest Expense, net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Interest Rate Swaps | Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Pre-tax Amounts Reclassified from Accumulated Other Comprehensive Loss into Interest Expense, net | $ 2.6 | $ 6 | $ 7.4 |
DERIVATIVE INSTRUMENTS - Change
DERIVATIVE INSTRUMENTS - Changes in AOCI (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balances | $ (838.9) | $ (877.6) | $ (897.3) |
Balances | (855.8) | (838.9) | (877.6) |
Accumulated Net Gain (Loss) from Cash Flow Hedges | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balances | (1.4) | (2.7) | (2.9) |
Change in fair value of interest rate swap transactions (effective portion), net of taxes of $1.3, $1.5, and $2.8, respectively | 2 | (2.3) | (4.3) |
Amounts reclassified from accumulated other comprehensive loss to interest expense, net of taxes of $1.0, $2.4 and $2.9, respectively | 1.6 | 3.6 | 4.5 |
Balances | 2.2 | (1.4) | (2.7) |
Other comprehensive income - tax | 1.3 | 1.5 | 2.8 |
Reclassification - tax | $ (1) | $ (2.4) | $ (2.9) |
DERIVATIVE INSTRUMENTS - Pre-88
DERIVATIVE INSTRUMENTS - Pre-tax Gain (Loss) Recognized in Interest Expense, net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Pre-tax Gain (Loss) Recognized in Interest Expense, net | $ 0.6 | $ 0.1 | $ (0.7) |
Designated as Hedging Instrument | Interest Rate Swaps | Interest Expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Pre-tax Gain (Loss) Recognized in Interest Expense, net | 0.7 | 2.5 | 1.9 |
Not Designated as Hedging Instrument | Interest Rate Swaps | Interest Expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Pre-tax Gain (Loss) Recognized in Interest Expense, net | $ 1.2 | $ 0 | $ 1.5 |
FAIR VALUE OF FINANCIAL INSTR89
FAIR VALUE OF FINANCIAL INSTRUMENTS (Fair Value Hierarchy of Financial Assets and Liabilities) (Details) - Recurring basis - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Assets: | ||
Interest rate swaps designated as cash flow hedges | $ 4.2 | |
Total assets at fair value | 4.2 | |
Liabilities: | ||
Total liabilities at fair value | 0.5 | $ 3 |
Quoted prices in active market (Level 1) | ||
Assets: | ||
Interest rate swaps designated as cash flow hedges | 0 | |
Total assets at fair value | 0 | |
Liabilities: | ||
Total liabilities at fair value | 0 | 0 |
Significant other observable inputs (Level 2) | ||
Assets: | ||
Interest rate swaps designated as cash flow hedges | 4.2 | |
Total assets at fair value | 4.2 | |
Liabilities: | ||
Total liabilities at fair value | 0.5 | 3 |
Significant unobservable inputs (Level 3) | ||
Assets: | ||
Interest rate swaps designated as cash flow hedges | 0 | |
Total assets at fair value | 0 | |
Liabilities: | ||
Total liabilities at fair value | 0 | 0 |
Accrued Expenses | ||
Liabilities: | ||
Interest rate swaps | 0.5 | |
Accrued Expenses | Significant other observable inputs (Level 2) | ||
Liabilities: | ||
Interest rate swaps | $ 0.5 | |
Accrued Expenses | Cash Flow Hedging | ||
Liabilities: | ||
Interest rate swaps | 2.3 | |
Accrued Expenses | Cash Flow Hedging | Quoted prices in active market (Level 1) | ||
Liabilities: | ||
Interest rate swaps | 0 | |
Accrued Expenses | Cash Flow Hedging | Significant other observable inputs (Level 2) | ||
Liabilities: | ||
Interest rate swaps | 2.3 | |
Accrued Expenses | Cash Flow Hedging | Significant unobservable inputs (Level 3) | ||
Liabilities: | ||
Interest rate swaps | 0 | |
Other Non-Current Liabilities | Cash Flow Hedging | ||
Liabilities: | ||
Interest rate swaps | 0.7 | |
Other Non-Current Liabilities | Cash Flow Hedging | Quoted prices in active market (Level 1) | ||
Liabilities: | ||
Interest rate swaps | 0 | |
Other Non-Current Liabilities | Cash Flow Hedging | Significant other observable inputs (Level 2) | ||
Liabilities: | ||
Interest rate swaps | 0.7 | |
Other Non-Current Liabilities | Cash Flow Hedging | Significant unobservable inputs (Level 3) | ||
Liabilities: | ||
Interest rate swaps | $ 0 |
FAIR VALUE OF FINANCIAL INSTR90
FAIR VALUE OF FINANCIAL INSTRUMENTS (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 11, 2014 | Jun. 13, 2013 | Jan. 17, 2013 | |
Summary of financial assets and liabilities carried at fair value | |||||||
Transfers in or out of level 3 inputs | $ 0 | $ 0 | $ 0 | ||||
Impairment of long-lived assets | 13,500,000 | 7,900,000 | 15,600,000 | ||||
Goodwill impairment charge | $ 7,300,000 | 7,300,000 | 1,700,000 | 0 | |||
Impairment charge on favorable leases | $ 1,400,000 | $ 300,000 | $ 0 | ||||
Regal 5 3/4% Senior Notes Due 2022 | |||||||
Summary of financial assets and liabilities carried at fair value | |||||||
Interest rate on debt (as a percent) | 5.75% | 5.75% | |||||
Regal 5 3/4% Senior Notes Due 2025 | |||||||
Summary of financial assets and liabilities carried at fair value | |||||||
Interest rate on debt (as a percent) | 5.75% | 5.75% | |||||
Regal 5 3/4% Senior Notes Due 2023 | |||||||
Summary of financial assets and liabilities carried at fair value | |||||||
Interest rate on debt (as a percent) | 5.75% | 5.75% |
FAIR VALUE OF FINANCIAL INSTR91
FAIR VALUE OF FINANCIAL INSTRUMENTS (Aggregate Carrying Values and Fair Values of Long-term Debt) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Carrying value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 2,372.2 | $ 2,229.7 |
Fair value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 2,415.7 | $ 2,287.1 |
ACCUMULATED OTHER COMPREHENSI92
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), NET (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balances | $ (838.9) | $ (877.6) | $ (897.3) |
Other comprehensive income (loss), net of tax | |||
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | 3.8 | 0.8 | (0.6) |
Balances | (855.8) | (838.9) | (877.6) |
Interest rate swaps | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balances | (1.4) | (2.7) | (2.9) |
Other comprehensive income (loss), net of tax | |||
Change in fair value of interest rate swap transactions | 2 | (2.3) | (4.3) |
Amounts reclassified to net income from interest rate swaps | 1.6 | 3.6 | 4.5 |
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | 3.6 | 1.3 | |
Balances | 2.2 | (1.4) | (2.7) |
Available for sale securities | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balances | 0 | 0.5 | |
Other comprehensive income (loss), net of tax | |||
Amounts reclassified to net income from interest rate swaps | (0.5) | ||
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | (0.5) | ||
Balances | 0 | 0.5 | |
Equity method investee interest rate swaps | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balances | 0.1 | 0.1 | |
Other comprehensive income (loss), net of tax | |||
Change in fair value of interest rate swap transactions | 0.2 | ||
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | 0.2 | 0 | |
Balances | 0.3 | 0.1 | 0.1 |
Total | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balances | (1.3) | (2.1) | (1.5) |
Other comprehensive income (loss), net of tax | |||
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | 3.8 | 0.8 | (0.6) |
Balances | $ 2.5 | $ (1.3) | $ (2.1) |
SUBSEQUENT EVENTS (Restricted S
SUBSEQUENT EVENTS (Restricted Stock and Performance Share Grants) (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 28, 2018 | Jan. 10, 2018 | Jan. 11, 2017 | Jan. 08, 2017 | Jan. 13, 2016 | Jan. 09, 2016 | Jan. 28, 2015 | Jan. 11, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Performance Share Units | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Performance shares converted to shares of restricted common stock (in shares) | 205,677 | 262,476 | 306,696 | ||||||||
Granted during the year (in shares) | 235,356 | 280,374 | 234,177 | ||||||||
Award vesting rights | fourth anniversary | ||||||||||
Vesting period (in years) | 4 years | ||||||||||
Performance Share Units | Officers and key employees | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Granted during the year (in shares) | 235,356 | 280,374 | 234,177 | ||||||||
Restricted Stock | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Performance shares converted to shares of restricted common stock (in shares) | 205,677 | 262,476 | 306,696 | 205,677 | 262,476 | 306,696 | |||||
Granted during the year (in shares) | 217,366 | 261,119 | 228,116 | 217,366 | 261,119 | 228,116 | |||||
Award vesting rights | one year anniversary | ||||||||||
Vesting period (in years) | 1 year | ||||||||||
Restricted Stock | Minimum | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting period (in years) | 1 year | ||||||||||
Restricted Stock | Maximum | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting period (in years) | 4 years | ||||||||||
Restricted Stock | Officers and key employees | Class A | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting period (in years) | 4 years | ||||||||||
Restricted Stock | Directors | Class A | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting period (in years) | 1 year | ||||||||||
Subsequent Event | Performance Shares | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Performance shares converted to shares of restricted common stock (in shares) | 210,227 | ||||||||||
Cash dividend paid (in dollars per share) | $ 2.64 | ||||||||||
Dividends paid | $ 0.6 | ||||||||||
Subsequent Event | Performance Shares | Officers and key employees | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Granted during the year (in shares) | 300,832 | ||||||||||
Percentage of target numbers of common stock, low end of the range | 0.00% | ||||||||||
Percentage of target numbers of common stock, high end of the range | 150.00% | ||||||||||
Subsequent Event | Performance Shares | Officers and key employees | Class A | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Publicly traded common stock price (in dollars per share) | $ 22.89 | ||||||||||
Subsequent Event | Restricted Stock | Officers and key employees | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting period (in years) | 4 years | ||||||||||
Vesting rate (as a percent) | 25.00% | ||||||||||
Subsequent Event | Restricted Stock | Officers, Directors and Key Employees | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Granted during the year (in shares) | 270,630 | ||||||||||
Subsequent Event | Restricted Stock | Officers, Directors and Key Employees | Class A | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Publicly traded common stock price (in dollars per share) | $ 22.89 | ||||||||||
Subsequent Event | Restricted Stock | Officers, Directors and Key Employees | Minimum | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting period (in years) | 1 year | ||||||||||
Subsequent Event | Restricted Stock | Officers, Directors and Key Employees | Maximum | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting period (in years) | 4 years | ||||||||||
Subsequent Event | Restricted Stock | Directors | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting period (in years) | 1 year | ||||||||||
Vesting rate (as a percent) | 100.00% |
SUBSEQUENT EVENTS (Quarterly Di
SUBSEQUENT EVENTS (Quarterly Dividend Declaration) (Details) - Subsequent Event | Feb. 07, 2018$ / shares |
Class A | |
Subsequent Event [Line Items] | |
Cash dividend (in dollars per share) | $ 0.22 |
Class B | |
Subsequent Event [Line Items] | |
Cash dividend (in dollars per share) | $ 0.22 |
SUBSEQUENT EVENTS (Merger with
SUBSEQUENT EVENTS (Merger with Cineworld Group, plc) (Details) - Subsequent Event | Feb. 28, 2018USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Common stock, shares outstanding (in shares) | shares | 1,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 |
Cineworld Group PLC | |
Subsequent Event [Line Items] | |
Merger agreement, price per share (in dollars per share) | $ / shares | $ 23 |
Aggregate consideration transferred | $ 3,600,000,000 |
Consideration transferred, equity financing | 2,300,000,000 |
Debt financing | 4,375,000,000 |
Term Loan | Cineworld Group PLC | |
Subsequent Event [Line Items] | |
Aggregate principal amount | 4,075,000,000 |
Revolving Credit Facility | Line of Credit | Cineworld Group PLC | |
Subsequent Event [Line Items] | |
Maximum borrowing capacity | $ 300,000,000 |