Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 24, 2016 | |
Entity Registrant Name | AMC ENTERTAINMENT HOLDINGS, INC. | |
Entity Central Index Key | 1,411,579 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Class A Common Stock | ||
Entity Common Stock, Shares Outstanding | 21,613,532 | |
Class B Common Stock | ||
Entity Common Stock, Shares Outstanding | 75,826,927 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues | ||||
Admissions | $ 496,729 | $ 441,262 | $ 1,460,537 | $ 1,393,338 |
Food and beverage | 248,889 | 216,764 | 736,587 | 667,804 |
Other theatre | 34,153 | 30,814 | 112,626 | 101,901 |
Total revenues | 779,771 | 688,840 | 2,309,750 | 2,163,043 |
Operating costs and expenses | ||||
Film exhibition costs | 259,069 | 233,390 | 784,363 | 751,894 |
Food and beverage costs | 33,949 | 31,080 | 102,014 | 95,395 |
Operating expense | 211,554 | 195,505 | 613,893 | 588,177 |
Rent | 121,904 | 115,861 | 369,307 | 348,804 |
General and administrative: | ||||
Merger, acquisition and transaction costs | 4,961 | 751 | 15,113 | 2,590 |
Other | 19,785 | 18,706 | 58,935 | 41,384 |
Depreciation and amortization | 63,025 | 58,008 | 185,746 | 173,034 |
Operating costs and expenses | 714,247 | 653,301 | 2,129,371 | 2,001,278 |
Operating income | 65,524 | 35,539 | 180,379 | 161,765 |
Other expense (income) | ||||
Other expense (income) | 79 | (5) | 9,273 | |
Interest expense: | ||||
Corporate borrowings | 24,679 | 22,682 | 74,434 | 73,478 |
Capital and financing lease obligations | 2,099 | 2,286 | 6,441 | 6,990 |
Equity in earnings of non-consolidated entities | (12,030) | (10,850) | (28,143) | (21,536) |
Investment expense (income) | 176 | 163 | (9,602) | (5,039) |
Total other expense | 15,003 | 14,281 | 43,125 | 63,166 |
Earnings before income taxes | 50,521 | 21,258 | 137,254 | 98,599 |
Income tax provision | 20,085 | 9,080 | 54,560 | 36,360 |
Net earnings | $ 30,436 | $ 12,178 | $ 82,694 | $ 62,239 |
Earnings Per Share, Basic and Diluted [Abstract] | ||||
Basic earnings per share | $ 0.31 | $ 0.12 | $ 0.84 | $ 0.64 |
Diluted earnings per share | $ 0.31 | $ 0.12 | $ 0.84 | $ 0.63 |
Average shares outstanding-Basic | 98,194 | 97,978 | 98,196 | 97,959 |
Average shares outstanding-Diluted | 98,284 | 98,073 | 98,211 | 98,024 |
Dividends declared per basic and diluted common share (in dollars per share) | $ 0.20 | $ 0.20 | $ 0.60 | $ 0.60 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Comprehensive income | ||||
Net earnings | $ 30,436 | $ 12,178 | $ 82,694 | $ 62,239 |
Unrealized foreign currency translation adjustment, net of tax | 160 | 700 | 766 | 981 |
Pension and other benefit adjustments: | ||||
Net loss arising during the period, net of tax | (45) | |||
Prior service credit arising during the period, net of tax | 746 | |||
Amortization of net (gain) loss reclassified into general and administrative: other, net of tax | 5 | 7 | 13 | (1,686) |
Amortization of prior service credit reclassified into general and administrative: other, net of tax | (1,762) | |||
Curtailment gain reclassified into general and administrative: other, net of tax | (7,239) | |||
Settlement gain reclassified into general and administrative: other, net of tax | (175) | |||
Marketable securities: | ||||
Unrealized net holding gain (loss) arising during the period, net of tax | 144 | (2,311) | 557 | (1,868) |
Realized net (gain) loss reclassified into investment income, net of tax | (1) | (5) | (1,783) | (154) |
Equity method investees' cash flow hedge: | ||||
Unrealized net holding gain arising during the period, net of tax | 80 | (465) | (562) | (847) |
Realized net loss reclassified into equity in earnings of non-consolidated entities, net of tax | 86 | 112 | 275 | 351 |
Other comprehensive income (loss), net of tax | 474 | (1,962) | (734) | (11,698) |
Total comprehensive income | $ 30,910 | $ 10,216 | $ 81,960 | $ 50,541 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and equivalents | $ 46,312 | $ 211,250 |
Receivables, net | 57,741 | 105,509 |
Other current assets | 91,574 | 97,608 |
Total current assets | 195,627 | 414,367 |
Property, net | 1,537,951 | 1,401,928 |
Intangible assets, net | 231,179 | 237,376 |
Goodwill | 2,410,713 | 2,406,691 |
Deferred tax asset | 75,557 | 126,198 |
Other long-term assets | 518,229 | 501,757 |
Total assets | 4,969,256 | 5,088,317 |
Current liabilities: | ||
Accounts payable | 261,447 | 313,025 |
Accrued expenses and other liabilities | 151,573 | 158,664 |
Deferred revenues and income | 162,737 | 221,679 |
Current maturities of corporate borrowings and capital and financing lease obligations | 19,400 | 18,786 |
Total current liabilities | 595,157 | 712,154 |
Corporate borrowings | 1,843,339 | 1,902,598 |
Capital and financing lease obligations | 86,289 | 93,273 |
Exhibitor services agreement | 363,833 | 377,599 |
Other long-term liabilities | 513,857 | 462,626 |
Total liabilities | 3,402,475 | 3,548,250 |
Commitments and contingencies | ||
Temporary Equity | ||
Class A common stock (temporary equity) ($.01 par value, 140,014 shares issued and 103,245 shares outstanding as of September 30, 2016 ; 167,211 shares issued and 130,442 shares outstanding as of December 31, 2015) | 1,080 | 1,364 |
Stockholders' equity: | ||
Additional paid-in capital | 1,187,244 | 1,182,923 |
Treasury stock (36,769 shares as of September 30, 2016 and December 31, 2015, at cost) | (680) | (680) |
Accumulated other comprehensive income | 2,070 | 2,804 |
Accumulated earnings | 376,094 | 352,684 |
Total stockholders' equity | 1,565,701 | 1,538,703 |
Total liabilities and stockholders' equity | 4,969,256 | 5,088,317 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock value | 215 | 214 |
Class B Common Stock | ||
Stockholders' equity: | ||
Common stock value | $ 758 | $ 758 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Common stock (temporary equity), par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock (temporary equity), shares issued (in shares) | 140,014 | 167,211 |
Common stock (temporary equity), shares outstanding (in shares) | 103,245 | 130,442 |
Treasury stock, shares | 36,769 | 36,769 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, share authorized (in shares) | 524,173,073 | 524,173,073 |
Common stock, shares issued (in shares) | 21,510,287 | 21,445,090 |
Common stock, shares outstanding (in shares) | 21,510,287 | 21,445,090 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, share authorized (in shares) | 75,826,927 | 75,826,927 |
Common stock, shares issued (in shares) | 75,826,927 | 75,826,927 |
Common stock, shares outstanding (in shares) | 75,826,927 | 75,826,927 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net earnings | $ 82,694,000 | $ 62,239,000 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 185,746,000 | 173,034,000 |
Amortization of net premium on corporate borrowings | 174,000 | 674,000 |
Deferred income taxes | 45,636,000 | 17,671,000 |
Theatre and other closure expense | 3,576,000 | 3,911,000 |
Loss (gain) on dispositions | (2,658,000) | 281,000 |
Stock-based compensation | 4,509,000 | 9,377,000 |
Equity in earnings and losses from non-consolidated entities, net of distributions | (13,689,000) | (2,561,000) |
Landlord contributions | 77,348,000 | 43,224,000 |
Deferred rent | (23,452,000) | (18,272,000) |
Net periodic benefit credit | 597,000 | (18,089,000) |
Change in assets and liabilities, excluding acquisitions: | ||
Receivables | 51,723,000 | 52,532,000 |
Other assets | 303,000 | 205,000 |
Accounts payable | (116,950,000) | (69,844,000) |
Accrued expenses and other liabilities | (87,227,000) | (42,277,000) |
Other, net | 3,004,000 | (2,880,000) |
Net cash provided by operating activities | 211,334,000 | 209,225,000 |
Cash flows from investing activities: | ||
Capital expenditures | (256,599,000) | (215,574,000) |
Acquisition of Starplex Cinemas, net of cash acquired | 681,000 | |
Investments in non-consolidated entities, net | (10,480,000) | (958,000) |
Proceeds from disposition of long-term assets | 19,365,000 | 604,000 |
Other, net | (1,252,000) | (1,158,000) |
Net cash used in investing activities | (248,285,000) | (217,086,000) |
Cash flows from financing activities: | ||
Proceeds from issuance of Senior Subordinated Notes | 600,000,000 | |
Payments under revolver credit facility, net of borrowings | (55,000,000) | |
Repurchase of Senior Subordinated Notes | (626,114,000) | |
Cash used to pay dividends | (59,081,000) | (59,012,000) |
Deferred financing costs | (821,000) | (11,978,000) |
Principal payments under capital and financing lease obligations | (6,370,000) | (5,811,000) |
Principal payments under Term Loan | (6,605,000) | (5,813,000) |
Principal amount of coupon payment under Senior Subordinated Notes due 2020 | (3,357,000) | |
Net cash used in financing activities | (127,877,000) | (112,085,000) |
Effect of exchange rate changes on cash and equivalents | (110,000) | (321,000) |
Net decrease in cash and equivalents | (164,938,000) | (120,267,000) |
Cash and equivalents at beginning of period | 211,250,000 | 218,206,000 |
Cash and equivalents at end of period | 46,312,000 | 97,939,000 |
Cash paid during the period for: | ||
Interest (net of amounts capitalized of $142 and $122) | 67,873,000 | 76,301,000 |
Income taxes paid (refunded), net | $ 4,592,000 | (1,028,000) |
Schedule of non-cash investing and financing activities: | ||
Investment in NCM (See Note 3-Investments) | $ 6,812,000 |
CONSOLIDATED STATEMENTS OF CAS7
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
Interest, capitalized | $ 142 | $ 122 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2016 | |
BASIS OF PRESENTATION. | |
BASIS OF PRESENTATION | NOTE 1—BASIS OF PRESENTATION AMC Entertainment Holdings, Inc. (“Holdings”), through its direct and indirect subsidiaries, including American Multi-Cinema, Inc. and its subsidiaries, (collectively with Holdings, unless the context otherwise requires, the “Company” or “AMC”), is principally involved in the theatrical exhibition business and owns, operates or has interests in theatres primarily located in the United States. Holdings is an indirect subsidiary of Dalian Wanda Group Co., Ltd. (“Wanda”), a Chinese private conglomerate. On March 31, 2016, AMC Entertainment Inc. (“AMCE”) merged with and into Holdings, its direct parent company. In connection with the merger, Holdings assumed all of the obligations of AMCE pursuant to the indentures to the 5.875% Senior Subordinated Notes due 2022 (“Notes due 2022”), the 5.75% Senior Subordinated Notes due 2025 (“Notes due 2025”) and the Credit Agreement, dated as of April 30, 2013 (as subsequently amended). As of September 30, 2016, Wanda owned approximately 77.82% of Holdings’ outstanding common stock and 91.32% of the combined voting power of Holdings’ outstanding common stock and has the power to control Holdings’ affairs and policies, including with respect to the election of directors (and, through the election of directors, the appointment of management), entering into mergers, sales of substantially all of the Company’s assets and other extraordinary transactions. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but not limited to: (1) Impairments, (2) Film exhibition costs, (3) Income and operating taxes, (4) Theatre and other closure expense, and (5) Gift card and exchange ticket income. Actual results could differ from those estimates. Principles of Consolidation: The accompanying unaudited consolidated financial statements include the accounts of Holdings and all subsidiaries, as discussed above, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the twelve months ended December 31, 2015. The accompanying consolidated balance sheet as of December 31, 2015, which was derived from audited financial statements, and the unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, these interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the Company’s financial position and results of operations. All significant intercompany balances and transactions have been eliminated in consolidation. There are no noncontrolling (minority) interests in the Company’s consolidated subsidiaries; consequently, all of its stockholders’ equity, net earnings and total comprehensive income for the periods presented are attributable to controlling interests. Due to the seasonal nature of the Company’s business, results for the nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the twelve months ending December 31, 2016. The Company manages its business under one reportable segment called Theatrical Exhibition. Other Expense (income): The following table sets forth the components of other expense: Three Months Ended Nine Months Ended (In thousands) September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Loss on redemption of 9.75% Senior Subordinated Notes due 2020 $ — $ — $ — $ Other — — Other expense (income) $ $ — $ $ Changes in Accounting Principles: The Company adopted the provisions of Accounting Standards Update (“ASU”) No. 2015-03 and 2015-15, Interest-Imputation of Interest (Subtopic 835-30) as of the beginning of 2016 on a retrospective basis. As a result of the adoption of ASU No. 2015-03 and ASU No. 2015-15, the Company reclassified $21,768,000 of debt issuance costs for its term loan and senior subordinated notes from other long-term assets to corporate borrowings in the Consolidated Balance Sheet as of December 31, 2015. The Company continues to defer and present its debt issuance costs related to its line-of-credit arrangement as an asset regardless of whether there are any outstanding borrowings on the line-of-credit arrangement as provided in ASU No. 2015-15. During the nine months ended September 30, 2016, the Company early adopted the provisions of ASU No. 2016-09, Compensation – Stock Compensation Improvements to Employee Share-Based Payment Accounting as of the beginning of 2016. The effect of adopting ASU 2016-09 is reflected in Stockholders’ Equity in the Consolidated Balance Sheets on a modified retrospective basis through a cumulative-effect adjustment. This guidance simplifies several aspects of the accounting for share-based payment awards to employees including accounting for income taxes, forfeitures, statutory tax withholding requirements and classification in the statement of cash flows. As permitted under ASU 2016-09, the Company has elected to account for forfeitures in compensation cost when they occur. A summary of the changes made to the Consolidated Balance Sheets at December 31, 2015, is included in the following table: (In thousands) As Filed Updated Additional paid-in capital $ $ Accumulated earnings |
ACQUISITION
ACQUISITION | 9 Months Ended |
Sep. 30, 2016 | |
ACQUISITION | |
ACQUISITION | NOTE 2—ACQUISITION In December 2015, the Company completed the acquisition of SMH Theatres, Inc. (“Starplex Cinemas”) for cash. The purchase price for Starplex Cinemas was $172,172,000, net of cash acquired, and was subject to working capital and other purchase price adjustments as described in the stock purchase agreement. Starplex Cinemas operated 33 theatres with 346 screens in small and mid‑size markets in 12 states, which further complements the Company’s large market portfolio. The Company expects to realize synergies and cost savings related to this acquisition as a result of purchasing and procurement economies of scale and general and administrative expense savings, particularly with respect to the consolidation of corporate related functions and elimination of redundancies. The acquisition is being treated as a purchase in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transaction. The allocation of purchase price is based on management’s judgment after evaluating several factors, including bid prices from potential buyers and a preliminary valuation assessment. The allocation of purchase price is preliminary and subject to changes as an appraisal of both tangible and intangible assets and liabilities is finalized, working capital and other purchase price adjustments are completed and additional information regarding the tax bases of assets and liabilities becomes available. The following is a summary of a preliminary allocation of the purchase price: (In thousands) December 31, 2015 Changes September 30, 2016 Cash $ $ $ Receivables Other current assets Property (1) Intangible assets (2) Goodwill (3) Other long-term assets — Accounts payable — Accrued expenses and other liabilities Deferred revenues and income Deferred tax liability Other long-term liabilities (4) — Total estimated purchase price $ $ $ (1) Amounts recorded for property include land, buildings, leasehold improvements, furniture, fixtures and equipment. (2) Amounts recorded for intangible assets includes favorable leases, a non‑compete agreement and trade name. (3) Amounts recorded for goodwill are generally not expected to be deductible for tax purposes. (4) Amounts recorded for other long‑term liabilities consist of an unfavorable lease. The fair value measurement of tangible and intangible assets and liabilities were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy. Level 3 fair market values were determined using a variety of information, including estimated future cash flows, appraisals, and market comparables. In connection with the acquisition of Starplex Cinemas, the Company classified two Starplex Cinemas theatres with 22 screens as held for sale as of December 31, 2015, that were divested in January 2016 as required by the Antitrust Division of the United States Department of Justice. Assets held for sale of approximately $5,390,000 were classified as other current assets in the Company’s Consolidated Balance Sheets at December 31, 2015. Activity of goodwill is presented below: (In thousands) Total Balance as of December 31, 2015 $ Adjustments to acquisition of Starplex Cinemas (see table above) Balance as of September 30, 2016 $ |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2016 | |
INVESTMENTS | |
INVESTMENTS | NOTE 3—INVESTMENTS Investments in non-consolidated affiliates and certain other investments accounted for under the equity method generally include all entities in which the Company or its subsidiaries have significant influence, but not more than 50% voting control, and are recorded in the Consolidated Balance Sheets in other long-term assets. Investments in non-consolidated affiliates as of September 30, 2016, include a 17.40% interest in National CineMedia, LLC (“NCM” or “NCM LLC”), a 29% interest in Digital Cinema Implementation Partners, LLC (“DCIP”), a 15.45% interest in Digital Cinema Distribution Coalition, LLC (“DCDC”), a 50% interest in Open Road Releasing, LLC, operator of Open Road Films, LLC (“Open Road Films”), a 32% interest in AC JV, LLC (“AC JV”), owner of Fathom Events, and a 50% interest in two U.S. motion picture theatres and one IMAX screen. Indebtedness held by equity method investees is non-recourse to the Company. RealD Inc. Common Stock. The Company sold all of its 1,222,780 shares in RealD Inc. during the nine months ended September 30, 2016 and recognized a gain on sale of $3,008,000. Equity in Earnings (Losses) of Non‑Consolidated Entities Aggregated condensed financial information of the Company’s significant non-consolidated equity method investments is shown below: Three Months Ended Nine Months Ended (In thousands) September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Revenues $ $ $ $ Operating costs and expenses Net earnings $ $ $ $ The components of the Company’s recorded equity in earnings (losses) of non-consolidated entities are as follows: Three Months Ended Nine Months Ended (In thousands) September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 National CineMedia, LLC $ $ $ $ Digital Cinema Implementation Partners, LLC Open Road Releasing, LLC — — — AC JV, LLC Other The Company’s recorded equity in earnings $ $ $ $ NCM Transactions. As of September 30, 2016, the Company owns 23,862,988 common membership units, or a 17.40% interest, in NCM and 200,000 common shares of NCM, Inc. The estimated fair market value of the common units in NCM and the common stock investment in NCM, Inc. was approximately $354,207,000, based on the publically quoted price per share of NCM, Inc. on September 30, 2016 of $14.72 per share. The Company recorded the following transactions with NCM: As of As of (In thousands) September 30, 2016 December 31, 2015 Due from NCM for on-screen advertising revenue $ $ Due to NCM for Exhibitor Services Agreement Promissory note payable to NCM Three Months Ended Nine Months Ended (In thousands) September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Other theatre revenues: Net NCM screen advertising revenues $ $ $ $ Operating expense: NCM beverage advertising expense The Company recorded the following changes in the carrying amount of its investment in NCM and equity in losses of NCM during the nine months ended September 30, 2016: Accumulated Exhibitor Other Investment Services Comprehensive Cash Equity in Advertising (In thousands) in NCM(1) Agreement(2) (Income) Received Earnings (Revenue) Ending balance at December 31, 2015 $ $ $ Receipt of excess cash distributions — — $ $ — $ — Reclassify book value of NCM, Inc. shares — — — — — Amortization of deferred revenue — — — — Equity in earnings and loss from amortization of basis difference (3)(4) — — — — For the period ended or balance as of September 30, 2016 $ $ $ $ $ $ (1) The following table represents AMC’s investment in common membership units including units received under the Common Unit Adjustment Agreement dated as of February 13, 2007: Common Membership Units Tranche 1 Tranche 2 (a) Beginning balance at December 31, 2012 — Additional units received in June 30, 2013 — Additional units received in June 30, 2014 — Additional units received in June 30, 2015 — Additional units received in December 31, 2015 — Units exchanged for NCM, Inc. shares in December 2015 — Ending balance at September 30, 2016 (a) The additional units received in June 2013, June 2014, June 2015 and December 2015 were measured at fair value (Level 1) using NCM, Inc.’s stock price of $15.22, $15.08, $14.52 and $15.75, respectively. (2) Represents the unamortized portion of the Exhibitor Services Agreement (“ESA”) with NCM. Such amounts are being amortized to other theatre revenues over the remainder of the 30 year term of the ESA ending in 2036, using a units‑of‑revenue method, as described in ASC 470‑10‑35 (formerly EITF 88‑18, Sales of Future Revenues ). (3) Represents percentage ownership of NCM’s earnings on both Tranche 1 and Tranche 2 Investments. (4) Certain differences between the Company’s carrying value and the Company’s share of NCM’s membership equity have been identified and are amortized to equity in earnings over the respective lives of the assets and liabilities. During the nine months ended September 30, 2016 and September 30, 2015, the Company received payments of $7,218,000 and $5,352,000, respectively, related to the NCM tax receivable agreement. The receipts are recorded in investment income, net of related amortization for the NCM tax receivable agreement intangible asset. DCIP Transactions. The Company pays equipment rent monthly and records the equipment rental expense on a straight‑line basis over 12 years. The Company recorded the following transactions with DCIP: As of As of (In thousands) September 30, 2016 December 31, 2015 Due from DCIP for equipment and warranty purchases $ $ Deferred rent liability for digital projectors Three Months Ended Nine Months Ended (In thousands) September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Operating expense: Digital equipment rental expense $ $ $ $ Open Road Films Transactions. During the three and nine months ended September 30, 2016 and September 30, 2015, the Company continued to suspend equity method accounting for its investment in Open Road Films as the investment in Open Road Films had reached the Company’s remaining capital commitment. On April 1, 2016, the Company funded $3,000,000 of the capital commitment, on June 1, 2016, funded $1,750,000 of the capital commitment, on June 22, 2016, funded $1,750,000 of the capital commitment and on July 1, 2016, funded the remaining $3,500,000 of the capital commitment. The Company’s share of cumulative losses from Open Road Films in excess of the Company’s capital commitment was $34,122,000 as of September 30, 2016 and $14,422,000 as of December 31, 2015. The Company recorded the following transactions with Open Road Films: As of As of (In thousands) September 30, 2016 December 31, 2015 Due from Open Road Films $ $ Film rent payable to Open Road Films Three Months Ended Nine Months Ended (In thousands) September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Film exhibition costs: Gross film exhibition cost on Open Road Films $ $ $ $ AC JV Transactions. The Company recorded the following transactions with AC JV: As of As of (In thousands) September 30, 2016 December 31, 2015 Due from AC JV $ $ Due to AC JV for Fathom Events programming Three Months Ended Nine Months Ended (In thousands) September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Film exhibition costs: Gross exhibition cost on Fathom Events programming $ $ $ $ |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2016 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 4—STOCKHOLDERS’ EQUITY Common Stock Rights and Privileges The rights of the holders of Holdings’ Class A common stock and Holdings’ Class B common stock are identical, except with respect to voting and conversion applicable to the Class B common stock. Holders of Holdings’ Class A common stock are entitled to one vote per share and holders of Holdings’ Class B common stock are entitled to three votes per share. Holders of Class A common stock and Class B common stock will share ratably (based on the number of shares of common stock held) in any dividend declared by the board of directors, subject to any preferential rights of any outstanding preferred stock. The Class A common stock is not convertible into any other shares of Holdings’ capital stock. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock shall convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain transfers described in Holdings’ certificate of incorporation. Dividends The following is a summary of dividends and dividend equivalents paid to stockholders during the nine months ended September 30, 2016: Amount per Total Amount Share of Declared Declaration Date Record Date Date Paid Common Stock (In thousands) February 25, 2016 March 7, 2016 March 21, 2016 $ April 27, 2016 June 6, 2016 June 20, 2016 July 25, 2016 September 6, 2016 September 19, 2016 During the nine months ended September 30, 2016, the Company paid dividends and dividend equivalents of $59,081,000, decreased additional paid-in capital for 20,805 shares surrendered to pay payroll and income taxes by $472,000 and accrued $368,000 for the remaining unpaid dividends at September 30, 2016. The aggregate dividends paid for Class A common stock, Class B common stock, and dividend equivalents were approximately $12,968,000, $45,496,000 and $617,000, respectively, during the nine months ended September 30, 2016. Related Party Transaction As of September 30, 2016 and December 31, 2015, the Company recorded a receivable due from Wanda of $483,000 and $141,000, respectively, for reimbursement of general administrative and other expense incurred on behalf of Wanda. Temporary Equity Certain members of management have the right to require Holdings to repurchase the Class A common stock held by them under certain limited circumstances pursuant to the terms of a stockholders agreement. Beginning on January 1, 2016 (or upon the termination of a management stockholder’s employment by the Company without cause, by the management stockholder for good reason, or due to the management stockholder’s death or disability) management stockholders will have the right, in limited circumstances, to require Holdings to purchase shares that are not fully and freely tradeable at a price equal to the price per share paid by such management stockholder with appropriate adjustments for any subsequent events such as dividends, splits, or combinations. The shares of Class A common stock, subject to the stockholder agreement, are classified as temporary equity, apart from permanent equity, as a result of the contingent redemption feature contained in the stockholder agreement. The Company determined the amount reflected in temporary equity for the Class A common stock based on the price paid per share by the management stockholders and Wanda on August 30, 2012, the date Wanda acquired Holdings. During the nine months ended September 30, 2016, a former employee who held 27,197 shares, relinquished his put right, therefore the related amount of $284,000 was reclassified to additional paid-in capital, a component of stockholders’ equity. Stock‑Based Compensation Holdings adopted a stock‑based compensation plan in December of 2013. The Company recognized stock-based compensation expense of $1,705,000 and $2,199,000 within general and administrative: other during the three months ended September 30, 2016 and September 30, 2015, respectively, and $4,509,000 and $9,377,000 during the nine months ended September 30, 2016 and September 30, 2015, respectively. The Company’s financial statements reflect an increase to additional paid-in capital related to stock-based compensation of $4,509,000 during the nine months ended September 30, 2016. As of September 30, 2016, there was approximately $11,259,000 of total estimated unrecognized compensation cost, assuming attainment of the performance targets at 100%, related to stock-based compensation arrangements expected to be recognized during the remainder of calendar 2016, calendar 2017 and calendar 2018. The Company expects to recognize compensation cost of $1,713,000 during the remainder of calendar 2016 and $4,773,000 during each calendar 2017 and calendar 2018. 2013 Equity Incentive Plan The 2013 Equity Incentive Plan provides for grants of non‑qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock units, stock awards, and cash performance awards. The maximum number of shares of Holdings’ common stock available for delivery pursuant to awards granted under the 2013 Equity Incentive Plan is 9,474,000 shares. At September 30, 2016, the aggregate number of shares of Holdings’ common stock remaining available for grant was 7,682,824 shares. Awards Granted in 2016 During the nine months ended September 30, 2016, Holdings’ Board of Directors approved awards of stock, restricted stock units (“RSUs”), and performance stock units (“PSUs”) to certain of the Company’s employees and directors under the 2013 Equity Incentive Plan. The fair value of the stock at the grant dates of January 4, 2016, February 24, 2016 and March 1, 2016 was $23.17, $22.55 and $24.88 per share, respectively, and was based on the closing price of Holdings’ stock. The award agreements generally had the following features: · Stock Award: On January 4, 2016, 4 members of Holdings’ Board of Directors were granted an award of 4,260 fully vested shares of Class A common stock each, and on February 24, 2016, 1 member of Holdings’ Board of Directors was granted an award of 4,302 fully vested shares of Class A common stock, for a total award of 21,342 shares. The Company recognized approximately $492,000 of expense in general and administrative: other expense during the nine months ended September 30, 2016, in connection with these share grants. · Restricted Stock Unit Awards: On March 1, 2016, RSU awards of 145,739 units were granted to certain members of management. Each RSU represents the right to receive one share of Class A common stock at a future date. The RSUs vest over 3 years with 1/3 vesting on each of January 2, 2017, 2018 and 2019. The RSUs will be settled within 30 days of vesting. A dividend equivalent equal to the amount paid in respect of one share of Class A common stock underlying the RSUs began to accrue with respect to the RSUs on the date of grant. Such accrued dividend equivalents are paid to the holder upon vesting of the RSUs. The grant date fair value was $3,626,000 based on a stock price of $24.88 on March 1, 2016. The Company recognized approximately $834,000 of expense in general and administrative: other expense during the nine months ended September 30, 2016, in connection with these awards. On March 1, 2016, RSU awards of 135,981 units were granted to certain executive officers covered by Section 162(m) of the Internal Revenue Code. The RSUs will be forfeited if Holdings does not achieve a specified cash flow from operating activities target for each of the twelve months ending December 31, 2016, 2017 and 2018. The RSUs vest over 3 years with 1/3 vesting in each of 2017, 2018 and 2019 if cash flow from operating activities target is met. The vested RSUs will be settled within 30 days of vesting. A dividend equivalent equal to the amount paid in respect of one share of Class A common stock underlying the RSUs began to accrue with respect to the RSUs on the date of grant. Such accrued dividend equivalents are paid to the holder upon vesting of the RSUs. The grant date fair value was $3,383,000 based on the probable outcome of the performance targets and a stock price of $24.88 on March 1, 2016. The Company recognized expense for these awards of $789,000 in general and administrative: other expense, during the nine months ended September 30, 2016, based on current estimates that the performance condition for all years is expected to be achieved. · Performance Stock Unit Award: On March 1, 2016, PSU awards were granted to certain members of management and executive officers, with both a three year cumulative free cash flow and net income performance target condition and a service condition, covering a performance period beginning January 1, 2016 and ending on December 31, 2018. The PSUs will vest ratably based on a scale ranging from 80% to 120% of the performance target with the vested amount ranging from 30% to 150%. If the performance target is met at 100%, the PSU awards granted on March 1, 2016 will be 279,558 units. No PSUs will vest if Holdings does not achieve the three year cumulative free cash flow and net income minimum performance target or the participant’s service does not continue through the last day of the performance period. The vested PSUs will be settled within 30 days of vesting. A dividend equivalent equal to the amount paid in respect of one share of Class A common stock underlying the PSUs began to accrue with respect to the PSUs on the date of grant. Such accrued dividend equivalents are paid to the holder upon vesting of the PSUs. Assuming attainment of the performance target at 100%, the Company recognized expense for these awards of approximately $1,432,000 during the nine months ended September 30, 2016 and will recognize approximately $2,046,000 in general and administrative: other expense during the twelve months ending December 31, 2016. The grant date fair value was $7,009,000 based on the probable outcome of the performance conditions and a stock price of $24.88 on March 1, 2016. · Performance Stock Unit Transition Award: In recognition of the shift from one year to three year performance periods for annual equity awards, on March 1, 2016, PSU transition awards were granted to certain members of management and executive officers, with both a 2016 free cash flow and net income performance target condition and a service condition, covering a performance period beginning January 1, 2016 and ending on December 31, 2016. The PSUs will vest ratably based on a scale ranging from 80% to 120% of the performance target with the vested amount ranging from 30% to 150%. If the performance target is met at 100%, the transition PSU awards granted on March 1, 2016 will be 54,094 units. No PSUs will vest if Holdings does not achieve the free cash flow or net income minimum performance target or the participant’s service does not continue through the last day of the performance period. The vested PSUs will be settled within 30 days of vesting. A dividend equivalent equal to the amount paid in respect of one share of Class A common stock underlying the PSUs began to accrue with respect to the PSUs on the date of grant. Such accrued dividend equivalents are paid to the holder upon vesting of the PSUs. Assuming attainment of the performance target at 100%, the Company recognized $942,000 during the nine months ended September 30, 2016 and will recognize expense for these awards of approximately $1,346,000 in general and administrative: other expense during the twelve months ending December 31, 2016. The grant date fair value was $1,360,000 based on the probable outcome of the performance condition and a stock price of $24.88 on March 1, 2016. The following table represents the nonvested RSU and PSU activity for the nine months ended September 30, 2016: Weighted Average Shares of RSU Grant Date and PSU Fair Value Beginning balance at January 1, 2016 $ Granted(1) Vested Forfeited Nonvested at September 30, 2016 $ (1) The number of shares granted under the PSU award, assumes Holdings will attain a performance target at 100%. The PSUs will vest ratably based on a scale ranging from 80% to 120% of the performance target with the vested amount ranging from 30% to 150%. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2016 | |
INCOME TAXES | |
INCOME TAXES | NOTE 5—INCOME TAXES The Company’s effective income tax rate is based on expected income, statutory rates and tax planning opportunities available in the various jurisdictions in which it operates. For interim financial reporting, the Company estimates the annual income tax rate based on projected taxable income for the full year and records a quarterly income tax provision or benefit in accordance with the anticipated annual rate, adjusted for discrete items, if any. The Company refines the estimates of the year’s taxable income as new information becomes available, including actual year‑to‑date financial results. This continual estimation process often results in a change to the expected effective income tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year‑to‑date provision reflects the expected income tax rate. Significant judgment is required in determining the effective tax rate and in evaluating tax positions. The Company recognizes income tax-related interest expense and penalties as income tax expense and general and administrative expense, respectively. The effective tax rate based on the projected annual taxable income for the year ending December 31, 2016 is 39.75%. The effective tax rate for the nine months ended September 30, 2016 and September 30, 2015 was 39.75% and 36.9%, respectively. The Company’s tax rate for the nine months ended September 30, 2016 differs from the statutory tax rate primarily due to state income taxes and permanent items. During the three months ended June 30, 2015, the Company received a favorable state ruling that resulted in a reduction of uncertain tax positions and as a result, the Company recorded a net discrete tax benefit of approximately $2,900,000. During the three months ended September 30, 2015, the Company received a notice of proposed adjustment from the Internal Revenue Service based upon its ongoing review of the Company's tax return for the fiscal period ended March 29, 2012. As a result of this notification, the Company recorded a net discrete tax provision of $1,900,000 for interest on the proposed adjustment ($1,200,000 net of tax), reinstated approximately $17,700,000 of deferred tax assets and recorded current interest and taxes payable of $19,600,000. The Company has also calculated additional estimated New Jersey tax liability of approximately $694,000 resulting from the proposed adjustment. The net impact of these discrete items reduced the Company's projected annual effective rate for the year to 37.9% and the actual rate for the nine months ended September 30, 2015 to 36.9%. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2016 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 6—FAIR VALUE MEASUREMENTS 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 business. 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 the fair values. 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: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. Recurring Fair Value Measurements. The following table summarizes the fair value hierarchy of the Company’s financial assets carried at fair value on a recurring basis as of September 30, 2016: Fair Value Measurements at September 30, 2016 Using Significant Total Carrying Quoted prices in Significant other unobservable Value at active market observable inputs inputs (In thousands) September 30, 2016 (1) (Level 1) (Level 2) (Level 3) Other long-term assets: Money market mutual funds $ $ $ — $ — Equity securities, available-for-sale: Mutual fund large U.S. equity — — Mutual fund small/mid U.S. equity — — Mutual fund international — — Mutual fund balanced — — Mutual fund fixed income — — Total assets at fair value $ $ $ — $ — (1) The investments relate to a non-qualified deferred compensation arrangement on behalf of certain management. The Company has an equivalent liability for this related-party transaction recorded in other long-term liabilities for the deferred compensation obligation. Valuation Techniques. The Company’s money market mutual funds are invested in funds that seek to preserve principal, are highly liquid, and therefore are recorded on the balance sheet at the principal amounts deposited, which equals fair value. The equity securities, available‑for‑sale, primarily consist of common stock and mutual funds invested in equity, fixed income, and international funds and are measured at fair value using quoted market prices. See Note 8 — Accumulated Other Comprehensive Income for the unrealized gain on the equity securities recorded in accumulated other comprehensive income. Other Fair Value Measurement Disclosures. The Company is required to disclose the fair value of financial instruments that are not recognized at fair value in the statement of financial position for which it is practicable to estimate that value: Fair Value Measurements at September 30, 2016 Using Significant other Significant Total Carrying Quoted prices in observable unobservable Value at active market inputs inputs (In thousands) September 30, 2016 (Level 1) (Level 2) (Level 3) Current maturities of corporate borrowings $ $ — $ $ Corporate borrowings — Valuation Technique. Quoted market prices and observable market based inputs were used to estimate fair value for Level 2 inputs. The Level 3 fair value measurement represents the transaction price of the corporate borrowings under market conditions. |
THEATRE AND OTHER CLOSURE AND D
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS | 9 Months Ended |
Sep. 30, 2016 | |
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS | |
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS | NOTE 7—THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS A rollforward of reserves for theatre and other closure and disposition of assets is as follows: Nine Months Ended (In thousands) September 30, 2016 September 30, 2015 Beginning balance $ $ Theatre and other closure expense Transfer of assets and liabilities — — Foreign currency translation adjustment Cash payments Ending balance $ $ In the accompanying Consolidated Balance Sheets, as of September 30, 2016, the current portion of the ending balance totaling $8,079,000 is included with accrued expenses and other liabilities and the long-term portion of the ending balance totaling $28,797,000 is included with other long-term liabilities. Theatre and other closure reserves for leases that have not been terminated were recorded at the present value of the future contractual commitments for the base rents, taxes and maintenance. During the three months ended September 30, 2016 and the three months ended September 30, 2015, the Company recognized theatre and other closure expense of $951,000 and $1,600,000, respectively, and during the nine months ended September 30, 2016 and the nine months ended September 30, 2015, the Company recognized theatre and other closure expense of $3,576,000 and $3,911,000, respectively. Theatre and other closure expense included the accretion on previously closed properties with remaining lease obligations. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME | 9 Months Ended |
Sep. 30, 2016 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | NOTE 8—ACCUMULATED OTHER COMPREHENSIVE INCOME The following tables present the change in accumulated other comprehensive income by component: Unrealized Net Unrealized Net Gain from Gains from Equity Foreign Pension and Marketables Method Investees’ (In thousands) Currency Other Benefits Securities Cash Flow Hedge Total Balance, December 31, 2015 $ $ $ $ $ Other comprehensive income (loss) before reclassifications Amounts reclassified from accumulated other comprehensive income — — Other comprehensive income (loss) Balance, September 30, 2016 $ $ $ $ $ Unrealized Net Unrealized Net Pension and Gain from Gain from Equity Foreign Other Marketables Method Investees’ (In thousands) Currency Benefits (1) Securities Cash Flow Hedge Total Balance, December 31, 2014 $ $ $ $ $ Other comprehensive income (loss) before reclassifications Amounts reclassified from accumulated other comprehensive income — Other comprehensive income (loss) Balance, September 30, 2015 $ $ $ $ $ (1) See Note 9—Employee Benefit Plans for further information regarding pre-tax amounts reclassified from accumulated other comprehensive income. The tax effects allocated to each component of other comprehensive income (loss) during the three months ended September 30, 2016 and the three months ended September 30, 2015 is as follows: Three Months Ended September 30, 2016 September 30, 2015 Tax Tax Pre-Tax (Expense) Net-of-Tax Pre-Tax (Expense) Net-of-Tax (In thousands) Amount Benefit Amount Amount Benefit Amount Unrealized foreign currency translation adjustment $ $ $ $ $ $ Pension and other benefit adjustments: Net loss arising during the period — — — Amortization of net loss reclassified into general and administrative: other — — — Marketable securities: Unrealized net holding gain (loss) arising during the period Realized net gain reclassified into investment expense (income) Equity method investees' cash flow hedge: Unrealized net holding loss arising during the period Realized net loss reclassified into equity in earnings of non-consolidated entities Other comprehensive income (loss) $ $ $ $ $ $ The tax effects allocated to each component of other comprehensive income (loss) during the nine months ended September 30, 2016 and the nine months ended September 30, 2015 is as follows: Nine Months Ended September 30, 2016 September 30, 2015 Tax Tax Pre-Tax (Expense) Net-of-Tax Pre-Tax (Expense) Net-of-Tax (In thousands) Amount Benefit Amount Amount Benefit Amount Unrealized foreign currency translation adjustment $ $ $ $ $ $ Pension and other benefit adjustments: Net loss arising during the period — — — Prior service credit arising during the period — — — Amortization of net (gain) loss reclassified into general and administrative: other Amortization of prior service credit reclassified into general and administrative: other — — — Curtailment gain reclassified into general and administrative: other — — — Settlement gain reclassified into general and administrative: other — — — Marketable securities: Unrealized net holding gain (loss) arising during the period Realized net gain reclassified into investment expense (income) Equity method investees' cash flow hedge: Unrealized net holding loss arising during the period Realized net loss reclassified into equity in earnings of non-consolidated entities Other comprehensive income (loss) $ $ $ $ $ $ |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 9 Months Ended |
Sep. 30, 2016 | |
EMPLOYEE BENEFIT PLANS | |
EMPLOYEE BENEFIT PLANS | NOTE 9—EMPLOYEE BENEFIT PLANS The Company sponsors frozen non‑contributory qualified and non‑qualified defined benefit pension plans generally covering all employees who, prior to the freeze, were age 21 or older and had completed at least 1,000 hours of service in their first twelve months of employment, or in a calendar year ending thereafter, and who were not covered by a collective bargaining agreement. The Company also offered eligible retirees the opportunity to participate in a health plan. Certain employees were eligible for subsidized postretirement medical benefits. The eligibility for these benefits was based upon a participant’s age and service as of January 1, 2009. The Company also sponsors a postretirement deferred compensation plan. On January 12, 2015, the Compensation Committee and all of the Board of Directors of AMC Entertainment Holdings, Inc. adopted resolutions to terminate the AMC Postretirement Medical Plan with an effective date of March 31, 2015. During the three months ended March 31, 2015, the Company notified eligible associates that their retiree medical coverage under the plan would terminate after March 31, 2015. Payments to eligible associates were approximately $4,300,000 during the nine months ended September 30, 2015. The Company recorded net periodic benefit credits including curtailment gains, settlement gains, amortization of unrecognized prior service credits and amortization of actuarial gains recorded in accumulated other comprehensive income related to the termination and settlement of the plan during the nine months ended September 30, 2015, as further described in the table below. Net periodic benefit cost (credit) recognized for the plans in general and administrative: other during the three months ended September 30, 2016 and the three months ended September 30, 2015 consists of the following: Pension Benefits Other Benefits (In thousands) September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Components of net periodic benefit cost: Service cost $ — $ — $ — $ — Interest cost — — Expected return on plan assets — — Amortization of net (gain) loss — — Net periodic benefit cost (credit) $ $ $ — $ — The net periodic benefit cost (credit) recognized for the plans in general and administrative: other during the nine months ended September 30, 2016 and the nine months ended September 30, 2015 consisted of the following: Pension Benefits Other Benefits (In thousands) September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Components of net periodic benefit cost: Service cost $ — $ — $ — $ Interest cost — Expected return on plan assets — — Amortization of net (gain) loss — Amortization of prior service credit — — — Curtailment gain — — — Settlement(gain) loss — — Net periodic benefit cost (credit) $ $ $ — $ |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2016 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 10—COMMITMENTS AND CONTINGENCIES The Company, in the normal course of business, is a party to various ordinary course claims from vendors (including food and beverage suppliers and film distributors), landlords, competitors, and other legal proceedings. If management believes that a loss arising from these actions 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 point is more probable than another. As additional information becomes available, any potential liability related to these actions is assessed and the estimates are revised, if necessary. Management believes that the ultimate outcome of such matters, individually and in the aggregate, will not have a material adverse effect on the Company’s financial position or overall trends in results of operations. However, litigation and claims are subject to inherent uncertainties and unfavorable outcomes can occur. An unfavorable outcome might include monetary damages. If an unfavorable outcome were to occur, there exists the possibility of a material adverse impact on the results of operations in the period in which the outcome occurs or in future periods. On May 28, 2015, the Company received a Civil Investigative Demand (“CID”) from the Antitrust Division of the United States Department of Justice in connection with an investigation under Sections 1 and 2 of the Sherman Antitrust Act. Beginning in May of 2015, the Company also received CIDs from the Attorneys General for the States of Ohio, Texas, Washington, Florida, New York, Kansas, and from the District of Columbia, regarding similar inquiries under those states’ antitrust laws. The CIDs request the production of documents and answers to interrogatories concerning potentially anticompetitive conduct, including film clearances and participation in certain joint ventures. The Company may receive additional CIDs from antitrust authorities in other jurisdictions in which it operates. The Company does not believe it has violated federal or state antitrust laws and is cooperating with the relevant governmental authorities. However, the Company cannot predict the ultimate scope, duration or outcome of these investigations. On July 24, 2016, Holdings, Congress Merger Subsidiary, Inc., Holdings’ indirect wholly owned subsidiary, and Carmike Cinemas, Inc. (“Carmike”) entered into an amended and restated merger agreement, which amends and restates that certain Agreement and Plan of Merger, dated March 3, 2016, and pursuant to which the Company will acquire all of the outstanding shares of Carmike for either $33.06 in cash or 1.0819 shares of Class A common stock, at the election of the Carmike stockholders, and subject to a customary proration mechanism to achieve an aggregate consideration mix of 70% cash and 30% in shares of Holdings Class A common stock. The Company has entered into a debt financing commitment letter in connection with the amended and restated merger agreement which provides senior secured incremental term loans in an aggregate amount of up to $225,000,000 and a senior subordinated bridge loan in an aggregate amount of up to $300,000,000 to fund the acquisition. There can be no assurance that the Company will be successful in completing the debt financing on favorable terms as it involves matters outside of the Company’s control. The merger is subject to customary closing conditions, including regulatory approval and approval by Carmike’s shareholders. On July 12, 2016, the Company entered into a definitive agreement to acquire the equity of Odeon and UCI Cinemas Holdings Limited (“Odeon”) from private equity firm Terra Firma for a total consideration of (i) cash in the amount of GBP £375.0 million ($460.8 million), (ii) shares of AMC Class A common stock valued at GBP £125.0 million ($153.6 million) and (iii) the repayment of indebtedness of approximately GBP £478.6 million ($588.1 million) as of October 19, 2016. The US Dollar amounts set forth in the preceding sentence assume a Euro/USD exchange rate of 1.0973 and a GBP/USD exchange rate of 1.2289 as of October 19, 2016. Odeon is a leading European cinema operator with 242 cinemas and 2,236 screens. Odeon operates in four major markets: the United Kingdom, Spain, Italy and Germany; and three smaller markets: Austria, Portugal, and Ireland. The Company has entered into a debt financing commitment letter in connection with the definitive agreement to acquire Odeon, which provides senior secured incremental term loans in an aggregate amount of up to $525,000,000 and a senior subordinated bridge loan in an aggregate amount of up to $800,000,000 to fund the acquisition. The closing of the acquisition is subject to clearance by the European Commission and the UK Competition and Markets Authority. |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2016 | |
NEW ACCOUNTING PRONOUNCEMENTS | |
NEW ACCOUNTING PRONOUNCEMENTS | NOTE 11—NEW ACCOUNTING PRONOUNCEMENTS In February 2016, the FASB issued ASU No. 2016‑02, Leases, which is intended to improve financial reporting about leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by lease terms of more than 12 months. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of ASU 2016‑02 will have on its results of operations and cash flows and believes that the significance of its future minimum rental payments will result in a material increase in assets and liabilities. In May 2014, the FASB issued ASU No. 2014‑09, Revenue from Contracts with Customers (Topic 606), (“ASU 2014‑09”), 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. The ASU will replace most existing revenue recognition guidance in U.S. generally accepted accounting principles when it becomes effective. On July 9, 2015, the FASB decided to delay the effective date of ASU 2014‑09 by one year. The new standard is effective for the Company on January 1, 2018. Companies may elect to adopt this application as of the original effective date for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014‑09 will have on its consolidated financial statements and related disclosures and has not yet selected a transition method. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2016 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | NOTE 12—EARNINGS PER SHARE Basic earnings per share is computed by dividing net earnings by the weighted-average number of common shares outstanding. Diluted earnings per share includes the effects of unvested RSU’s with a service condition only and unvested contingently issuable RSUs and PSUs that have service and performance conditions, if dilutive. The following table sets forth the computation of basic and diluted earnings per common share: Three Months Ended Nine Months Ended (In thousands) September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Numerator: Net earnings $ $ $ $ Denominator (shares in thousands): Weighted average shares for basic earnings per common share Common equivalent shares for RSUs and PSUs Shares for diluted earnings per common share Basic earnings per common share $ $ $ $ Diluted earnings per common share $ $ $ $ Vested RSUs and PSU’s have dividend rights identical to the Company’s Class A and Class B common stock and are treated as outstanding shares for purposes of computing basic and diluted earnings per share. Certain unvested RSUs and unvested PSUs are subject to performance conditions and are included in diluted earnings per share, if dilutive, using the treasury stock method based on the number of shares, if any, that would be issuable under the terms of the Company’s 2013 Equity Incentive Plan (“Plan”) if the end of the reporting period were the end of the contingency period. During the three and nine months ended September 30, 2016 unvested PSU’s of 100,096 at the minimum performance target were not included in the computation of diluted earnings per share since the shares would not be issuable under the terms of the Plan, if the end of the reporting period were the end of the contingency period. |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 9 Months Ended |
Sep. 30, 2016 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | NOTE 13—CONDENSED CONSOLIDATING FINANCIAL INFORMATION The accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X Rule 3-10, Financial statements of guarantors and issuers of guaranteed securities registered or being registered. Each of the subsidiary guarantors are 100% owned by Holdings. The subsidiary guarantees of the Company’s Notes due 2022 and the Notes due 2025 are full and unconditional and joint and several and subject to customary release provisions. The Company and its subsidiary guarantors’ investments in its consolidated subsidiaries are presented under the equity method of accounting. Three months ended September 30, 2016: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ $ $ — $ Food and beverage — — Other theatre — — Total revenues — — Operating costs and expenses Film exhibition costs — — Food and beverage costs — — Operating expense — — Rent — — General and administrative: Merger, acquisition and transaction costs — — — Other — — Depreciation and amortization — — Operating costs and expenses — — Operating income (loss) — — Other expense (income): Equity in net (earnings) loss of subsidiaries — — Other expense (income) — — — Interest expense: Corporate borrowings — Capital and financing lease obligations — — — Equity in earnings of non-consolidated entities — — — Investment income Total other expense (income) Earnings (loss) before income taxes Income tax provision — — — Net earnings (loss) $ $ $ $ $ Three months ended September 30, 2015: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ $ $ — $ Food and beverage — — Other theatre — — Total revenues — — Operating costs and expenses Film exhibition costs — — Food and beverage costs — — Operating expense — Rent — — General and administrative: Merger, acquisition and transaction costs — — — Other — — Depreciation and amortization — — Operating costs and expenses — Operating income (loss) — Other expense (income): Equity in net (earnings) loss of subsidiaries — — Other expense (income) — — — — — Interest expense: Corporate borrowings — Capital and financing lease obligations — — — Equity in earnings of non-consolidated entities — — — Investment income — Total other expense (income) — Earnings (loss) before income taxes Income tax provision — — — Net earnings (loss) $ $ $ $ $ Nine months ended September 30, 2016: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ $ $ — $ Food and beverage — — Other theatre — — Total revenues — — Operating costs and expenses Film exhibition costs — — Food and beverage costs — — Operating expense — — Rent — — General and administrative: Merger, acquisition and transaction costs — — — Other — — Depreciation and amortization — — Operating costs and expenses — — Operating income (loss) — — Other expense (income): Equity in net (earnings) loss of subsidiaries — — Other expense (income) — — — Interest expense: Corporate borrowings — Capital and financing lease obligations — — — Equity in earnings of non-consolidated entities — — — Investment income Total other expense (income) Earnings (loss) before income taxes Income tax provision — — — Net earnings (loss) $ $ $ $ $ Nine months ended September 30, 2015: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ $ $ — $ Food and beverage — — Other theatre — — Total revenues — — Operating costs and expenses Film exhibition costs — — Food and beverage costs — — Operating expense — Rent — — General and administrative: Merger, acquisition and transaction costs — — — Other — — Depreciation and amortization — — Operating costs and expenses — Operating income (loss) — Other expense (income): Equity in net (earnings) loss of subsidiaries — — Other expense (income) — — — Interest expense: Corporate borrowings — Capital and financing lease obligations — — — Equity in earnings of non-consolidated entities — — — Investment income Total other expense (income) Earnings (loss) before income taxes Income tax provision (benefit) — — — Net earnings (loss) $ $ $ $ $ Three months ended September 30, 2016: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings (loss) $ $ $ $ $ Equity in other comprehensive income (loss) of subsidiaries — — Unrealized foreign currency translation adjustment, net of tax — — Pension and other benefit adjustments: — Amortization of net loss reclassified into general and administrative: others, net of tax — — — Marketable securities: — Unrealized holding gain arising during the period, net of tax — — — Realized net gain reclassified to net investment income, net of tax — — — Equity method investees’ cash flow hedge: — Unrealized net holding loss arising during the period, net of tax — — — Realized net holding loss reclassified to equity in earnings of non-consolidated entities, net of tax — — — Other comprehensive income (loss) Total comprehensive income $ $ $ $ $ Three months ended September 30, 2015: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings (loss) $ $ $ $ $ Equity in other comprehensive income (loss) of subsidiaries — — Unrealized foreign currency translation adjustment, net of tax — — Pension and other benefit adjustments: Amortization of net loss reclassified into general and administrative: others, net of tax — — — Marketable securities: Unrealized holding gain arising during the period, net of tax — — — Realized net gain reclassified to net investment income, net of tax — — — Equity method investees’ cash flow hedge: Unrealized net holding loss arising during the period, net of tax — — — Realized net holding loss reclassified to equity in earnings of non-consolidated entities, net of tax — — — Other comprehensive income (loss) Total comprehensive income (loss) $ $ $ $ $ Nine months ended September 30, 2016: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings (loss) $ $ $ $ $ Equity in other comprehensive income (loss) of subsidiaries — — Unrealized foreign currency translation adjustment, net of tax — — Pension and other benefit adjustments: — Amortization of net loss reclassified into general and administrative: others, net of tax — — — Marketable securities: — Unrealized holding gain arising during the period, net of tax — — — Realized net gain reclassified to net investment income, net of tax — — — Equity method investees’ cash flow hedge: — Unrealized net holding loss arising during the period, net of tax — — — Realized net holding loss reclassified to equity in earnings of non-consolidated entities, net of tax — — — Other comprehensive income (loss) Total comprehensive income $ $ $ $ $ Nine months ended September 30, 2015: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings (loss) $ $ $ $ $ Equity in other comprehensive income (loss) of subsidiaries — — Unrealized foreign currency translation adjustment, net of tax — — Pension and other benefit adjustments: Net loss arising during the period, net of tax — — — Prior service credit arising during the period, net of tax — — — Amortization of net (gain) loss reclassified into general and administrative: other, net of tax — — — Amortization of prior service credit reclassified into general and administrative: other, net of tax — — — Curtailment gain reclassified into general and administrative: other, net of tax — — — Settlement gain reclassified into general and administrative: other, net of tax — — — Marketable securities: Unrealized holding gain arising during the period, net of tax — — — Realized net gain reclassified to net investment income, net of tax — — — Equity method investees’ cash flow hedge: Unrealized net holding loss arising during the period, net of tax — — — Realized net holding loss reclassified to equity in earnings of non-consolidated entities, net of tax — — — Other comprehensive income (loss) Total comprehensive income (loss) $ $ $ $ $ As of September 30, 2016: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and equivalents $ $ $ $ — $ Receivables, net — — Other current assets — — Total current assets — Investment in equity of subsidiaries — — Property, net — — Intangible assets, net — — — Intercompany advances — — Goodwill — — Deferred tax asset — — — Other long-term assets — Total assets $ $ $ $ $ Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ $ $ — $ Accrued expenses and other liabilities — Deferred revenues and income — — Current maturities of corporate borrowings and capital and financing lease obligations — — Total current liabilities — Corporate borrowings — — Capital and financing lease obligations — — — Exhibitor services agreement — — — Other long-term liabilities — — Total liabilities — Temporary equity — — — Stockholders’ equity Total liabilities and stockholders’ equity $ $ $ $ $ As of December 31, 2015: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and equivalents $ $ $ $ — $ Receivables, net — Other current assets — — Total current assets — Investment in equity of subsidiaries — — Property, net — — Intangible assets, net — — — Intercompany advances — — Goodwill — — Deferred income tax asset — — Other long-term assets — Total assets $ $ $ $ $ Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ $ $ — $ Accrued expenses and other liabilities — Deferred revenues and income — — — Current maturities of corporate borrowings and capital and financing lease obligations — — Total current liabilities — Corporate borrowings — — Capital and financing lease obligations — — — Exhibitor services agreement — — — Other long-term liabilities — — Total liabilities — Temporary equity — — — Stockholders’ equity Total liabilities and stockholders’ equity $ $ $ $ $ Nine months ended September 30, 2016: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by operating activities $ $ $ $ — $ Cash flows from investing activities: Capital expenditures — — Acquisition of Starplex, net of cash acquired — — — Investments in non-consolidated entities, net — — — Proceeds from disposition of long-term assets — — — Other, net — — — Net cash used in investing activities — — Cash flows from financing activities: Payments under revolving credit facility — — — Cash used to pay dividends — — — Deferred financing fees — — — Principal payments under capital and financing lease obligations — — — Principle payments under Term Loan — — — Change in intercompany advances — — Net cash used in financing activities — Effect of exchange rate changes on cash and equivalents — — Net decrease in cash and equivalents — — Cash and equivalents at beginning of period — Cash and equivalents at end of period $ $ $ $ — $ Nine months ended September 30, 2015: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by operating activities $ $ $ $ — $ Cash flows from investing activities: Capital expenditures — — Investments in non-consolidated entities, net — — — Proceeds from disposition of long-term assets — — — Other, net — — — Net cash used in investing activities — — Cash flows from financing activities: Proceeds from issuance of Senior Subordinated Notes due 2025 — — — Repurchase of Senior Subordinated Notes due 2020 — — — Cash used to pay dividends — — — Deferred financing costs — — — Principal payments under capital and financing lease obligations — — — Principle payments under Term Loan — — — Principal amount of coupon payment under Senior Subordinated Notes due 2020 — — — Change in intercompany advances — — Net cash used in financing activities — Effect of exchange rate changes on cash and equivalents — — Net decrease in cash and equivalents — Cash and equivalents at beginning of period — Cash and equivalents at end of period $ $ $ $ — $ |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 9 Months Ended |
Sep. 30, 2016 | |
SUBSEQUENT EVENT. | |
SUBSEQUENT EVENT | NOTE 14—SUBSEQUENT EVENTS On November 8, 2016, the Company issued $595,000,000 aggregate principal amount of 5.875% Senior Subordinated Notes Due 2026 (“Dollar Notes”), which mature on November 15, 2026. The Company will pay interest on the Dollar Notes at 5.875% per annum, semi-annually in arrears on May 15 and November 15, commencing on May 15, 2017. On November 8, 2016, the Company issued £250,000,000 aggregate principal amount of 6.375% Senior Subordinated Notes Due 2024 (“Sterling Notes”), which mature on November 15, 2024. The Company will pay interest on the Sterling Notes at 6.375% per annum, semi-annually in arrears on May 15 and November 15, commencing on May 15, 2017. On November 8, 2016, the Company amended its Credit Agreement dated as of April 30, 2013, as previously amended, to, among other things, lower the interest rate from LIBOR plus 3.25% to LIBOR plus 2.75% and to remove a 0.75% LIBOR rate floor, and borrowed $500,000,000 of New Term Loans at LIBOR plus 2.75%. The net proceeds from the offering of the Dollar Notes and the Sterling Notes, together with the borrowings under the New Term Loans, cash on hand and other sources are intended to be used to fund the acquisitions of Odeon and Carmike, repay certain outstanding debt of Odeon and fund related transaction fees and expenses. As a result of the issuance of the Sterling Notes, the senior subordinated bridge loan commitments pursuant to the debt financing commitment letter entered into by the Company in connection with the definitive agreement to acquire Odeon were reduced from $800,000,000 to $490,000,000. On November 3, 2016, Holdings’ Board of Directors declared a cash dividend in the amount of $0.20 per share of Class A and Class B common stock, payable on December 19, 2016 to stockholders of record on December 5, 2016. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
BASIS OF PRESENTATION. | |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but not limited to: (1) Impairments, (2) Film exhibition costs, (3) Income and operating taxes, (4) Theatre and other closure expense, and (5) Gift card and exchange ticket income. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation: The accompanying unaudited consolidated financial statements include the accounts of Holdings and all subsidiaries, as discussed above, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the twelve months ended December 31, 2015. The accompanying consolidated balance sheet as of December 31, 2015, which was derived from audited financial statements, and the unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, these interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the Company’s financial position and results of operations. All significant intercompany balances and transactions have been eliminated in consolidation. There are no noncontrolling (minority) interests in the Company’s consolidated subsidiaries; consequently, all of its stockholders’ equity, net earnings and total comprehensive income for the periods presented are attributable to controlling interests. Due to the seasonal nature of the Company’s business, results for the nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the twelve months ending December 31, 2016. The Company manages its business under one reportable segment called Theatrical Exhibition. |
Other Expense | Other Expense (income): The following table sets forth the components of other expense: Three Months Ended Nine Months Ended (In thousands) September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Loss on redemption of 9.75% Senior Subordinated Notes due 2020 $ — $ — $ — $ Other — — Other expense (income) $ $ — $ $ |
Changes in Accounting Principles | Changes in Accounting Principles: The Company adopted the provisions of Accounting Standards Update (“ASU”) No. 2015-03 and 2015-15, Interest-Imputation of Interest (Subtopic 835-30) as of the beginning of 2016 on a retrospective basis. As a result of the adoption of ASU No. 2015-03 and ASU No. 2015-15, the Company reclassified $21,768,000 of debt issuance costs for its term loan and senior subordinated notes from other long-term assets to corporate borrowings in the Consolidated Balance Sheet as of December 31, 2015. The Company continues to defer and present its debt issuance costs related to its line-of-credit arrangement as an asset regardless of whether there are any outstanding borrowings on the line-of-credit arrangement as provided in ASU No. 2015-15. During the nine months ended September 30, 2016, the Company early adopted the provisions of ASU No. 2016-09, Compensation – Stock Compensation Improvements to Employee Share-Based Payment Accounting as of the beginning of 2016. The effect of adopting ASU 2016-09 is reflected in Stockholders’ Equity in the Consolidated Balance Sheets on a modified retrospective basis through a cumulative-effect adjustment. This guidance simplifies several aspects of the accounting for share-based payment awards to employees including accounting for income taxes, forfeitures, statutory tax withholding requirements and classification in the statement of cash flows. As permitted under ASU 2016-09, the Company has elected to account for forfeitures in compensation cost when they occur. A summary of the changes made to the Consolidated Balance Sheets at December 31, 2015, is included in the following table: (In thousands) As Filed Updated Additional paid-in capital $ $ Accumulated earnings |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
BASIS OF PRESENTATION. | |
Schedule of Components of Other Expense | Three Months Ended Nine Months Ended (In thousands) September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Loss on redemption of 9.75% Senior Subordinated Notes due 2020 $ — $ — $ — $ Other — — Other expense (income) $ $ — $ $ |
Summary of Changes Made Pursuant to ASU No. 2016-09 | (In thousands) As Filed Updated Additional paid-in capital $ $ Accumulated earnings |
ACQUISITION (Tables)
ACQUISITION (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
ACQUISITION | |
Summary of Allocation of the Purchase Price | (In thousands) December 31, 2015 Changes September 30, 2016 Cash $ $ $ Receivables Other current assets Property (1) Intangible assets (2) Goodwill (3) Other long-term assets — Accounts payable — Accrued expenses and other liabilities Deferred revenues and income Deferred tax liability Other long-term liabilities (4) — Total estimated purchase price $ $ $ (1) Amounts recorded for property include land, buildings, leasehold improvements, furniture, fixtures and equipment. (2) Amounts recorded for intangible assets includes favorable leases, a non‑compete agreement and trade name. (3) Amounts recorded for goodwill are generally not expected to be deductible for tax purposes. (4) Amounts recorded for other long‑term liabilities consist of an unfavorable lease. |
Schedule of Activity of Goodwill | (In thousands) Total Balance as of December 31, 2015 $ Adjustments to acquisition of Starplex Cinemas (see table above) Balance as of September 30, 2016 $ |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Investments | |
Schedule of Condensed Financial Information of Non-consolidated Equity Method Investments | Three Months Ended Nine Months Ended (In thousands) September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Revenues $ $ $ $ Operating costs and expenses Net earnings $ $ $ $ |
Schedule of Components of Recorded Equity in Earnings (Losses) of Non-consolidated Entities | Three Months Ended Nine Months Ended (In thousands) September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 National CineMedia, LLC $ $ $ $ Digital Cinema Implementation Partners, LLC Open Road Releasing, LLC — — — AC JV, LLC Other The Company’s recorded equity in earnings $ $ $ $ |
Schedule of Changes in the Carrying Amount of Investment and Equity in Losses | Accumulated Exhibitor Other Investment Services Comprehensive Cash Equity in Advertising (In thousands) in NCM(1) Agreement(2) (Income) Received Earnings (Revenue) Ending balance at December 31, 2015 $ $ $ Receipt of excess cash distributions — — $ $ — $ — Reclassify book value of NCM, Inc. shares — — — — — Amortization of deferred revenue — — — — Equity in earnings and loss from amortization of basis difference (3)(4) — — — — For the period ended or balance as of September 30, 2016 $ $ $ $ $ $ (1) The following table represents AMC’s investment in common membership units including units received under the Common Unit Adjustment Agreement dated as of February 13, 2007: Common Membership Units Tranche 1 Tranche 2 (a) Beginning balance at December 31, 2012 — Additional units received in June 30, 2013 — Additional units received in June 30, 2014 — Additional units received in June 30, 2015 — Additional units received in December 31, 2015 — Units exchanged for NCM, Inc. shares in December 2015 — Ending balance at September 30, 2016 (a) The additional units received in June 2013, June 2014, June 2015 and December 2015 were measured at fair value (Level 1) using NCM, Inc.’s stock price of $15.22, $15.08, $14.52 and $15.75, respectively. (2) Represents the unamortized portion of the Exhibitor Services Agreement (“ESA”) with NCM. Such amounts are being amortized to other theatre revenues over the remainder of the 30 year term of the ESA ending in 2036, using a units‑of‑revenue method, as described in ASC 470‑10‑35 (formerly EITF 88‑18, Sales of Future Revenues ). (3) Represents percentage ownership of NCM’s earnings on both Tranche 1 and Tranche 2 Investments. (4) Certain differences between the Company’s carrying value and the Company’s share of NCM’s membership equity have been identified and are amortized to equity in earnings over the respective lives of the assets and liabilities. |
NCM LLC | |
Investments | |
Schedule of Transactions | As of As of (In thousands) September 30, 2016 December 31, 2015 Due from NCM for on-screen advertising revenue $ $ Due to NCM for Exhibitor Services Agreement Promissory note payable to NCM Three Months Ended Nine Months Ended (In thousands) September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Other theatre revenues: Net NCM screen advertising revenues $ $ $ $ Operating expense: NCM beverage advertising expense |
DCIP | |
Investments | |
Schedule of Transactions | As of As of (In thousands) September 30, 2016 December 31, 2015 Due from DCIP for equipment and warranty purchases $ $ Deferred rent liability for digital projectors Three Months Ended Nine Months Ended (In thousands) September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Operating expense: Digital equipment rental expense $ $ $ $ |
Open Road Releasing, LLC, Operator of ORF | |
Investments | |
Schedule of Transactions | As of As of (In thousands) September 30, 2016 December 31, 2015 Due from Open Road Films $ $ Film rent payable to Open Road Films Three Months Ended Nine Months Ended (In thousands) September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Film exhibition costs: Gross film exhibition cost on Open Road Films $ $ $ $ |
ACJV LLC | |
Investments | |
Schedule of Transactions | As of As of (In thousands) September 30, 2016 December 31, 2015 Due from AC JV $ $ Due to AC JV for Fathom Events programming Three Months Ended Nine Months Ended (In thousands) September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Film exhibition costs: Gross exhibition cost on Fathom Events programming $ $ $ $ |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
STOCKHOLDERS' EQUITY | |
Schedule of the Dividends and Dividend Equivalents Paid | Amount per Total Amount Share of Declared Declaration Date Record Date Date Paid Common Stock (In thousands) February 25, 2016 March 7, 2016 March 21, 2016 $ April 27, 2016 June 6, 2016 June 20, 2016 July 25, 2016 September 6, 2016 September 19, 2016 |
Schedule of Nonvested RSU and PSU Activity | Weighted Average Shares of RSU Grant Date and PSU Fair Value Beginning balance at January 1, 2016 $ Granted(1) Vested Forfeited Nonvested at September 30, 2016 $ (1) The number of shares granted under the PSU award, assumes Holdings will attain a performance target at 100%. The PSUs will vest ratably based on a scale ranging from 80% to 120% of the performance target with the vested amount ranging from 30% to 150%. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Fair Value Hierarchy of Financial Assets Carried at Fair Value on a Recurring Basis | Fair Value Measurements at September 30, 2016 Using Significant Total Carrying Quoted prices in Significant other unobservable Value at active market observable inputs inputs (In thousands) September 30, 2016 (1) (Level 1) (Level 2) (Level 3) Other long-term assets: Money market mutual funds $ $ $ — $ — Equity securities, available-for-sale: Mutual fund large U.S. equity — — Mutual fund small/mid U.S. equity — — Mutual fund international — — Mutual fund balanced — — Mutual fund fixed income — — Total assets at fair value $ $ $ — $ — (1) The investments relate to a non-qualified deferred compensation arrangement on behalf of certain management. The Company has an equivalent liability for this related-party transaction recorded in other long-term liabilities for the deferred compensation obligation. |
Schedule of Fair Value of Financial Instruments Not Recognized at Fair Value for Which It Is Practicable to Estimate Fair Value | Fair Value Measurements at September 30, 2016 Using Significant other Significant Total Carrying Quoted prices in observable unobservable Value at active market inputs inputs (In thousands) September 30, 2016 (Level 1) (Level 2) (Level 3) Current maturities of corporate borrowings $ $ — $ $ Corporate borrowings — |
THEATRE AND OTHER CLOSURE AND28
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS | |
Rollforward of Reserves for Theatre and Other Closure and Disposition of Assets | Nine Months Ended (In thousands) September 30, 2016 September 30, 2015 Beginning balance $ $ Theatre and other closure expense Transfer of assets and liabilities — — Foreign currency translation adjustment Cash payments Ending balance $ $ |
ACCUMULATED OTHER COMPREHENSI29
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | |
Schedule of Changes in Accumulated Other Comprehensive Income | Unrealized Net Unrealized Net Gain from Gains from Equity Foreign Pension and Marketables Method Investees’ (In thousands) Currency Other Benefits Securities Cash Flow Hedge Total Balance, December 31, 2015 $ $ $ $ $ Other comprehensive income (loss) before reclassifications Amounts reclassified from accumulated other comprehensive income — — Other comprehensive income (loss) Balance, September 30, 2016 $ $ $ $ $ Unrealized Net Unrealized Net Pension and Gain from Gain from Equity Foreign Other Marketables Method Investees’ (In thousands) Currency Benefits (1) Securities Cash Flow Hedge Total Balance, December 31, 2014 $ $ $ $ $ Other comprehensive income (loss) before reclassifications Amounts reclassified from accumulated other comprehensive income — Other comprehensive income (loss) Balance, September 30, 2015 $ $ $ $ $ (1) See Note 9—Employee Benefit Plans for further information regarding pre-tax amounts reclassified from accumulated other comprehensive income. |
Schedule of Tax Effects Allocated to Each Component of Other Comprehensive Income | Three Months Ended September 30, 2016 September 30, 2015 Tax Tax Pre-Tax (Expense) Net-of-Tax Pre-Tax (Expense) Net-of-Tax (In thousands) Amount Benefit Amount Amount Benefit Amount Unrealized foreign currency translation adjustment $ $ $ $ $ $ Pension and other benefit adjustments: Net loss arising during the period — — — Amortization of net loss reclassified into general and administrative: other — — — Marketable securities: Unrealized net holding gain (loss) arising during the period Realized net gain reclassified into investment expense (income) Equity method investees' cash flow hedge: Unrealized net holding loss arising during the period Realized net loss reclassified into equity in earnings of non-consolidated entities Other comprehensive income (loss) $ $ $ $ $ $ The tax effects allocated to each component of other comprehensive income (loss) during the nine months ended September 30, 2016 and the nine months ended September 30, 2015 is as follows: Nine Months Ended September 30, 2016 September 30, 2015 Tax Tax Pre-Tax (Expense) Net-of-Tax Pre-Tax (Expense) Net-of-Tax (In thousands) Amount Benefit Amount Amount Benefit Amount Unrealized foreign currency translation adjustment $ $ $ $ $ $ Pension and other benefit adjustments: Net loss arising during the period — — — Prior service credit arising during the period — — — Amortization of net (gain) loss reclassified into general and administrative: other Amortization of prior service credit reclassified into general and administrative: other — — — Curtailment gain reclassified into general and administrative: other — — — Settlement gain reclassified into general and administrative: other — — — Marketable securities: Unrealized net holding gain (loss) arising during the period Realized net gain reclassified into investment expense (income) Equity method investees' cash flow hedge: Unrealized net holding loss arising during the period Realized net loss reclassified into equity in earnings of non-consolidated entities Other comprehensive income (loss) $ $ $ $ $ $ |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
EMPLOYEE BENEFIT PLANS | |
Schedule of Net Periodic Benefit (Credit) Recognized for the Plans | Net periodic benefit cost (credit) recognized for the plans in general and administrative: other during the three months ended September 30, 2016 and the three months ended September 30, 2015 consists of the following: Pension Benefits Other Benefits (In thousands) September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Components of net periodic benefit cost: Service cost $ — $ — $ — $ — Interest cost — — Expected return on plan assets — — Amortization of net (gain) loss — — Net periodic benefit cost (credit) $ $ $ — $ — The net periodic benefit cost (credit) recognized for the plans in general and administrative: other during the nine months ended September 30, 2016 and the nine months ended September 30, 2015 consisted of the following: Pension Benefits Other Benefits (In thousands) September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Components of net periodic benefit cost: Service cost $ — $ — $ — $ Interest cost — Expected return on plan assets — — Amortization of net (gain) loss — Amortization of prior service credit — — — Curtailment gain — — — Settlement(gain) loss — — Net periodic benefit cost (credit) $ $ $ — $ |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
EARNINGS PER SHARE | |
Schedule of Computation of Basic and Diluted Earnings per Common Share | Three Months Ended Nine Months Ended (In thousands) September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Numerator: Net earnings $ $ $ $ Denominator (shares in thousands): Weighted average shares for basic earnings per common share Common equivalent shares for RSUs and PSUs Shares for diluted earnings per common share Basic earnings per common share $ $ $ $ Diluted earnings per common share $ $ $ $ |
CONDENSED CONSOLIDATING FINAN32
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
Schedule of Condensed Statements of Operations | Three months ended September 30, 2016: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ $ $ — $ Food and beverage — — Other theatre — — Total revenues — — Operating costs and expenses Film exhibition costs — — Food and beverage costs — — Operating expense — — Rent — — General and administrative: Merger, acquisition and transaction costs — — — Other — — Depreciation and amortization — — Operating costs and expenses — — Operating income (loss) — — Other expense (income): Equity in net (earnings) loss of subsidiaries — — Other expense (income) — — — Interest expense: Corporate borrowings — Capital and financing lease obligations — — — Equity in earnings of non-consolidated entities — — — Investment income Total other expense (income) Earnings (loss) before income taxes Income tax provision — — — Net earnings (loss) $ $ $ $ $ Three months ended September 30, 2015: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ $ $ — $ Food and beverage — — Other theatre — — Total revenues — — Operating costs and expenses Film exhibition costs — — Food and beverage costs — — Operating expense — Rent — — General and administrative: Merger, acquisition and transaction costs — — — Other — — Depreciation and amortization — — Operating costs and expenses — Operating income (loss) — Other expense (income): Equity in net (earnings) loss of subsidiaries — — Other expense (income) — — — — — Interest expense: Corporate borrowings — Capital and financing lease obligations — — — Equity in earnings of non-consolidated entities — — — Investment income — Total other expense (income) — Earnings (loss) before income taxes Income tax provision — — — Net earnings (loss) $ $ $ $ $ Nine months ended September 30, 2016: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ $ $ — $ Food and beverage — — Other theatre — — Total revenues — — Operating costs and expenses Film exhibition costs — — Food and beverage costs — — Operating expense — — Rent — — General and administrative: Merger, acquisition and transaction costs — — — Other — — Depreciation and amortization — — Operating costs and expenses — — Operating income (loss) — — Other expense (income): Equity in net (earnings) loss of subsidiaries — — Other expense (income) — — — Interest expense: Corporate borrowings — Capital and financing lease obligations — — — Equity in earnings of non-consolidated entities — — — Investment income Total other expense (income) Earnings (loss) before income taxes Income tax provision — — — Net earnings (loss) $ $ $ $ $ Nine months ended September 30, 2015: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ $ $ — $ Food and beverage — — Other theatre — — Total revenues — — Operating costs and expenses Film exhibition costs — — Food and beverage costs — — Operating expense — Rent — — General and administrative: Merger, acquisition and transaction costs — — — Other — — Depreciation and amortization — — Operating costs and expenses — Operating income (loss) — Other expense (income): Equity in net (earnings) loss of subsidiaries — — Other expense (income) — — — Interest expense: Corporate borrowings — Capital and financing lease obligations — — — Equity in earnings of non-consolidated entities — — — Investment income Total other expense (income) Earnings (loss) before income taxes Income tax provision (benefit) — — — Net earnings (loss) $ $ $ $ $ |
Schedule of Condensed Statements of Comprehensive Income | Three months ended September 30, 2016: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings (loss) $ $ $ $ $ Equity in other comprehensive income (loss) of subsidiaries — — Unrealized foreign currency translation adjustment, net of tax — — Pension and other benefit adjustments: — Amortization of net loss reclassified into general and administrative: others, net of tax — — — Marketable securities: — Unrealized holding gain arising during the period, net of tax — — — Realized net gain reclassified to net investment income, net of tax — — — Equity method investees’ cash flow hedge: — Unrealized net holding loss arising during the period, net of tax — — — Realized net holding loss reclassified to equity in earnings of non-consolidated entities, net of tax — — — Other comprehensive income (loss) Total comprehensive income $ $ $ $ $ Three months ended September 30, 2015: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings (loss) $ $ $ $ $ Equity in other comprehensive income (loss) of subsidiaries — — Unrealized foreign currency translation adjustment, net of tax — — Pension and other benefit adjustments: Amortization of net loss reclassified into general and administrative: others, net of tax — — — Marketable securities: Unrealized holding gain arising during the period, net of tax — — — Realized net gain reclassified to net investment income, net of tax — — — Equity method investees’ cash flow hedge: Unrealized net holding loss arising during the period, net of tax — — — Realized net holding loss reclassified to equity in earnings of non-consolidated entities, net of tax — — — Other comprehensive income (loss) Total comprehensive income (loss) $ $ $ $ $ Nine months ended September 30, 2016: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings (loss) $ $ $ $ $ Equity in other comprehensive income (loss) of subsidiaries — — Unrealized foreign currency translation adjustment, net of tax — — Pension and other benefit adjustments: — Amortization of net loss reclassified into general and administrative: others, net of tax — — — Marketable securities: — Unrealized holding gain arising during the period, net of tax — — — Realized net gain reclassified to net investment income, net of tax — — — Equity method investees’ cash flow hedge: — Unrealized net holding loss arising during the period, net of tax — — — Realized net holding loss reclassified to equity in earnings of non-consolidated entities, net of tax — — — Other comprehensive income (loss) Total comprehensive income $ $ $ $ $ Nine months ended September 30, 2015: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings (loss) $ $ $ $ $ Equity in other comprehensive income (loss) of subsidiaries — — Unrealized foreign currency translation adjustment, net of tax — — Pension and other benefit adjustments: Net loss arising during the period, net of tax — — — Prior service credit arising during the period, net of tax — — — Amortization of net (gain) loss reclassified into general and administrative: other, net of tax — — — Amortization of prior service credit reclassified into general and administrative: other, net of tax — — — Curtailment gain reclassified into general and administrative: other, net of tax — — — Settlement gain reclassified into general and administrative: other, net of tax — — — Marketable securities: Unrealized holding gain arising during the period, net of tax — — — Realized net gain reclassified to net investment income, net of tax — — — Equity method investees’ cash flow hedge: Unrealized net holding loss arising during the period, net of tax — — — Realized net holding loss reclassified to equity in earnings of non-consolidated entities, net of tax — — — Other comprehensive income (loss) Total comprehensive income (loss) $ $ $ $ $ |
Schedule of Condensed Balance Sheets | As of September 30, 2016: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and equivalents $ $ $ $ — $ Receivables, net — — Other current assets — — Total current assets — Investment in equity of subsidiaries — — Property, net — — Intangible assets, net — — — Intercompany advances — — Goodwill — — Deferred tax asset — — — Other long-term assets — Total assets $ $ $ $ $ Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ $ $ — $ Accrued expenses and other liabilities — Deferred revenues and income — — Current maturities of corporate borrowings and capital and financing lease obligations — — Total current liabilities — Corporate borrowings — — Capital and financing lease obligations — — — Exhibitor services agreement — — — Other long-term liabilities — — Total liabilities — Temporary equity — — — Stockholders’ equity Total liabilities and stockholders’ equity $ $ $ $ $ As of December 31, 2015: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and equivalents $ $ $ $ — $ Receivables, net — Other current assets — — Total current assets — Investment in equity of subsidiaries — — Property, net — — Intangible assets, net — — — Intercompany advances — — Goodwill — — Deferred income tax asset — — Other long-term assets — Total assets $ $ $ $ $ Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ $ $ — $ Accrued expenses and other liabilities — Deferred revenues and income — — — Current maturities of corporate borrowings and capital and financing lease obligations — — Total current liabilities — Corporate borrowings — — Capital and financing lease obligations — — — Exhibitor services agreement — — — Other long-term liabilities — — Total liabilities — Temporary equity — — — Stockholders’ equity Total liabilities and stockholders’ equity $ $ $ $ $ |
Schedule of Condensed Statements of Cash Flows | Nine months ended September 30, 2016: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by operating activities $ $ $ $ — $ Cash flows from investing activities: Capital expenditures — — Acquisition of Starplex, net of cash acquired — — — Investments in non-consolidated entities, net — — — Proceeds from disposition of long-term assets — — — Other, net — — — Net cash used in investing activities — — Cash flows from financing activities: Payments under revolving credit facility — — — Cash used to pay dividends — — — Deferred financing fees — — — Principal payments under capital and financing lease obligations — — — Principle payments under Term Loan — — — Change in intercompany advances — — Net cash used in financing activities — Effect of exchange rate changes on cash and equivalents — — Net decrease in cash and equivalents — — Cash and equivalents at beginning of period — Cash and equivalents at end of period $ $ $ $ — $ Nine months ended September 30, 2015: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by operating activities $ $ $ $ — $ Cash flows from investing activities: Capital expenditures — — Investments in non-consolidated entities, net — — — Proceeds from disposition of long-term assets — — — Other, net — — — Net cash used in investing activities — — Cash flows from financing activities: Proceeds from issuance of Senior Subordinated Notes due 2025 — — — Repurchase of Senior Subordinated Notes due 2020 — — — Cash used to pay dividends — — — Deferred financing costs — — — Principal payments under capital and financing lease obligations — — — Principle payments under Term Loan — — — Principal amount of coupon payment under Senior Subordinated Notes due 2020 — — — Change in intercompany advances — — Net cash used in financing activities — Effect of exchange rate changes on cash and equivalents — — Net decrease in cash and equivalents — Cash and equivalents at beginning of period — Cash and equivalents at end of period $ $ $ $ — $ |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | 9 Months Ended |
Sep. 30, 2016segment | |
BASIS OF PRESENTATION | |
Noncontrolling (minority) interests (as a percent) | 0.00% |
Number of reportable segments | 1 |
Wanda | |
BASIS OF PRESENTATION | |
Ownership percentage | 77.82% |
Combined voting power held in Holdings (as a percent) | 91.32% |
5.75 % Senior Subordinated Notes due 2025 | |
BASIS OF PRESENTATION | |
Interest rate of debt (as a percent) | 5.75% |
5.875% Senior Subordinated Notes due 2022 | |
BASIS OF PRESENTATION | |
Interest rate of debt (as a percent) | 5.875% |
BASIS OF PRESENTATION - Other E
BASIS OF PRESENTATION - Other Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Other Expense (Income): | ||||
Other income | $ (5,000) | |||
Other expense | $ 79,000 | |||
Other expense (income) | 79,000 | (5,000) | $ 9,273,000 | |
Other long-term assets | 518,229,000 | 518,229,000 | $ 501,757,000 | |
Corporate borrowings, noncurrent, carrying value | (1,843,339,000) | (1,843,339,000) | (1,902,598,000) | |
Additional paid-in capital | 1,187,244,000 | 1,187,244,000 | 1,182,923,000 | |
Accumulated earnings | $ 376,094,000 | $ 376,094,000 | 352,684,000 | |
9.75% Senior Subordinated Notes due 2020 | ||||
Other Expense (Income): | ||||
Loss on redemption of notes | $ 9,273,000 | |||
Accounting Standards Update 2015-03 - Imputation of Interest | Restatement Adjustment [Member] | ||||
Other Expense (Income): | ||||
Other long-term assets | (21,768,000) | |||
Corporate borrowings, noncurrent, carrying value | 21,768,000 | |||
Accounting Standards Update 201609 [Member] | ||||
Other Expense (Income): | ||||
Additional paid-in capital | 1,182,923,000 | |||
Accumulated earnings | 352,684,000 | |||
Accounting Standards Update 201609 [Member] | Scenario, Previously Reported [Member] | ||||
Other Expense (Income): | ||||
Additional paid-in capital | 1,183,218,000 | |||
Accumulated earnings | $ 352,389,000 |
ACQUISITION (Details)
ACQUISITION (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2015USD ($)item | Sep. 30, 2016USD ($)item | Dec. 31, 2015USD ($) | |
ACQUISITION | |||
Initial purchase price | $ (681,000) | ||
Allocation of purchase price | |||
Goodwill | $ 2,406,691,000 | 2,410,713,000 | $ 2,406,691,000 |
Preliminary Allocation | |||
Allocation of purchase price | |||
Cash | 2,119,000 | 2,119,000 | |
Receivables | 2,001,000 | 2,001,000 | |
Other current assets | 4,806,000 | 4,806,000 | |
Property | 50,810,000 | 50,810,000 | |
Intangible assets | 21,080,000 | 21,080,000 | |
Goodwill | 116,891,000 | 116,891,000 | |
Other long-term assets | 290,000 | 290,000 | |
Accounts payable | (4,211,000) | (4,211,000) | |
Accrued expenses and other liabilities | (4,689,000) | (4,689,000) | |
Deferred revenues and income | (2,295,000) | (2,295,000) | |
Deferred tax liability | (10,610,000) | (10,610,000) | |
Other long-term liabilities | $ (1,220,000) | (1,220,000) | |
Total transaction value | 174,972,000 | ||
Changes To Preliminary Allocation | |||
Allocation of purchase price | |||
Cash | 400,000 | ||
Receivables | (140,000) | ||
Other current assets | (178,000) | ||
Property | 1,329,000 | ||
Intangible assets | 400,000 | ||
Goodwill | 4,022,000 | ||
Accrued expenses and other liabilities | (466,000) | ||
Deferred revenues and income | (172,000) | ||
Deferred tax liability | (5,476,000) | ||
Total transaction value | $ (281,000) | ||
Theatres Divested as Required by US DOJ [Member] | Held-for-sale | |||
ACQUISITION | |||
Number of screens | item | 22 | ||
Number of theatres | item | 2 | ||
Theatres Divested as Required by US DOJ [Member] | Held-for-sale | Other Current Assets [Member] | |||
Assets held for sale | |||
Value of assets held for sale | $ 5,390,000 | 5,390,000 | |
Starplex Cinemas | |||
ACQUISITION | |||
Initial purchase price | 172,172,000 | ||
Number of screens | item | 346 | ||
Number of theatres | item | 33 | ||
Number of states | item | 12 | ||
Allocation of purchase price | |||
Cash | 2,519,000 | 2,519,000 | |
Receivables | 1,861,000 | 1,861,000 | |
Other current assets | 4,628,000 | 4,628,000 | |
Property | 52,139,000 | 52,139,000 | |
Intangible assets | 21,480,000 | 21,480,000 | |
Goodwill | 120,913,000 | 120,913,000 | |
Other long-term assets | 290,000 | 290,000 | |
Accounts payable | (4,211,000) | (4,211,000) | |
Accrued expenses and other liabilities | (5,155,000) | (5,155,000) | |
Deferred revenues and income | (2,467,000) | (2,467,000) | |
Deferred tax liability | (16,086,000) | (16,086,000) | |
Other long-term liabilities | (1,220,000) | $ (1,220,000) | |
Total transaction value | $ 174,691,000 |
ACQUISITION - Activity of goodw
ACQUISITION - Activity of goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Activity of goodwill | |
Balance at the beginning of the period | $ 2,406,691 |
Balance at the end of the period | 2,410,713 |
Starplex Cinemas | |
Activity of goodwill | |
Balance at the beginning of the period | 120,913 |
Adjustments to acquisition of Starplex Cinemas | $ 4,022 |
INVESTMENTS (Details)
INVESTMENTS (Details) | Jul. 01, 2016USD ($) | Jun. 22, 2016USD ($) | Jun. 01, 2016USD ($) | Apr. 01, 2016USD ($) | Dec. 31, 2015USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)item$ / sharesshares | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($)$ / sharesshares | Jun. 30, 2015$ / sharesshares | Jun. 30, 2014$ / sharesshares | Jun. 30, 2013$ / sharesshares | Dec. 31, 2012shares |
Operating Results: | ||||||||||||||
Revenues | $ 161,774,000 | $ 154,838,000 | $ 438,775,000 | $ 433,831,000 | ||||||||||
Operating costs and expenses | 110,924,000 | 99,850,000 | 321,447,000 | 341,178,000 | ||||||||||
Net earnings (loss) | 50,850,000 | 54,988,000 | 117,328,000 | 92,653,000 | ||||||||||
Recorded equity in earnings | 12,030,000 | 10,850,000 | 28,143,000 | 21,536,000 | ||||||||||
Transactions with Investees | ||||||||||||||
Gross film exhibition cost | 259,069,000 | 233,390,000 | 784,363,000 | 751,894,000 | ||||||||||
Other comprehensive income rollforward | ||||||||||||||
Balance at the beginning of the period | 1,538,703,000 | |||||||||||||
Unrealized gain from cash flow hedge | (474,000) | 1,962,000 | 734,000 | 11,698,000 | ||||||||||
Balance at the end of the period | $ 1,538,703,000 | 1,565,701,000 | 1,565,701,000 | $ 1,538,703,000 | ||||||||||
Common Membership Units | ||||||||||||||
Capital commitment funded | 10,480,000 | 958,000 | ||||||||||||
Unrealized Net Gain from Equity Method Investees' Cash Flow Hedge | ||||||||||||||
Other comprehensive income rollforward | ||||||||||||||
Balance at the beginning of the period | 2,527,000 | 2,763,000 | 2,763,000 | |||||||||||
Unrealized gain from cash flow hedge | 287,000 | 496,000 | ||||||||||||
Balance at the end of the period | 2,527,000 | $ 2,240,000 | 2,267,000 | $ 2,240,000 | 2,267,000 | 2,527,000 | ||||||||
Real D Inc. | ||||||||||||||
Investments | ||||||||||||||
Number of shares divested by owner | shares | 1,222,780 | |||||||||||||
Gain on divestment of equity method investment | $ 3,008,000 | |||||||||||||
NCM LLC | ||||||||||||||
Investments | ||||||||||||||
Interest in non-consolidated affiliates (as a percent) | 17.40% | 17.40% | ||||||||||||
Operating Results: | ||||||||||||||
Recorded equity in earnings | $ 3,350,000 | 4,431,000 | $ 6,202,000 | 3,360,000 | ||||||||||
Estimated fair market value of the units | 354,207,000 | 354,207,000 | ||||||||||||
Transactions with Investees | ||||||||||||||
Amounts due from affiliate | 2,406,000 | 1,585,000 | 1,585,000 | 2,406,000 | ||||||||||
Amounts due to affiliate | 1,226,000 | 763,000 | 763,000 | 1,226,000 | ||||||||||
Note payable to affiliate | 5,555,000 | 5,555,000 | 5,555,000 | 5,555,000 | ||||||||||
Advertising revenue | 10,441,000 | 8,756,000 | 31,123,000 | 26,727,000 | ||||||||||
Advertising expense | 1,532,000 | 1,321,000 | 4,516,000 | 6,836,000 | ||||||||||
Other comprehensive income rollforward | ||||||||||||||
Cash receipt of excess cash distributions | 13,703,000 | |||||||||||||
Advertising (revenue) for the period | $ (13,766,000) | |||||||||||||
Common Membership Units | ||||||||||||||
Term of amortization of the exhibitor services agreement (ESA) with NCM | 30 years | |||||||||||||
NCM LLC | Investment Income (Expense) [Member] | ||||||||||||||
Common Membership Units | ||||||||||||||
Receipt under tax receivable Agreement | $ 7,218,000 | 5,352,000 | ||||||||||||
NCM LLC | Other Noncurrent Assets [Member] | ||||||||||||||
Operating Results: | ||||||||||||||
Recorded equity in earnings | 6,202,000 | |||||||||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | ||||||||||||||
Balance at the beginning of the period | 327,471,000 | |||||||||||||
Receipt of excess cash distributions | (13,703,000) | (13,703,000) | ||||||||||||
Reclassify book value of shares | 408,000 | |||||||||||||
Balance at the end of the period | 327,471,000 | 320,378,000 | 320,378,000 | 327,471,000 | ||||||||||
NCM LLC | Exhibitor Services Agreement | ||||||||||||||
Exhibitor services agreement rollforward | ||||||||||||||
Balance at the beginning of the period | (377,599,000) | |||||||||||||
Amortization of deferred revenue | 13,766,000 | |||||||||||||
Balance at the end of the period | $ (377,599,000) | $ (363,833,000) | $ (363,833,000) | $ (377,599,000) | ||||||||||
NCM LLC | Common Stock | ||||||||||||||
Operating Results: | ||||||||||||||
Number of units owned (in shares) | shares | 200,000 | 200,000 | ||||||||||||
Price per share (in dollars per share) | $ / shares | $ 14.72 | $ 14.72 | ||||||||||||
Common Membership Units | ||||||||||||||
Number of units owned (in shares) | shares | 200,000 | 200,000 | ||||||||||||
NCM LLC | Member Units [Member] | ||||||||||||||
Operating Results: | ||||||||||||||
Number of units owned (in shares) | shares | 23,862,988 | 23,862,988 | ||||||||||||
Common Membership Units | ||||||||||||||
Number of units owned (in shares) | shares | 23,862,988 | 23,862,988 | ||||||||||||
NCM LLC | Member Units Tranche 1 [Member] | ||||||||||||||
Operating Results: | ||||||||||||||
Number of units owned (in shares) | shares | 17,323,782 | 17,323,782 | 17,323,782 | |||||||||||
Common Membership Units | ||||||||||||||
Number of units owned (in shares) | shares | 17,323,782 | 17,323,782 | 17,323,782 | |||||||||||
Membership units received in ESA (in shares) | shares | ||||||||||||||
NCM LLC | Member Units Tranche 2 [Member] | ||||||||||||||
Operating Results: | ||||||||||||||
Number of units owned (in shares) | shares | 6,539,206 | 6,539,206 | ||||||||||||
Price per share (in dollars per share) | $ / shares | $ 15.75 | $ 15.75 | $ 14.52 | $ 15.08 | $ 15.22 | |||||||||
Common Membership Units | ||||||||||||||
Number of units owned (in shares) | shares | 6,539,206 | 6,539,206 | ||||||||||||
Membership units received in ESA (in shares) | shares | 4,399,324 | 4,399,324 | 469,163 | 141,731 | 1,728,988 | |||||||||
Units exchanged for NCM, Inc. shares | shares | (200,000) | |||||||||||||
NCM LLC | Unrealized Net Gain from Equity Method Investees' Cash Flow Hedge | ||||||||||||||
Other comprehensive income rollforward | ||||||||||||||
Balance at the beginning of the period | $ 4,014,000 | |||||||||||||
Balance at the end of the period | $ 4,014,000 | $ 4,014,000 | $ 4,014,000 | $ 4,014,000 | ||||||||||
Two U.S. Theatres and One IMAX Screen | ||||||||||||||
Investments | ||||||||||||||
Interest in non-consolidated affiliates (as a percent) | 50.00% | 50.00% | ||||||||||||
Number of theatres | item | 2 | |||||||||||||
Number of screens | item | 1 | |||||||||||||
DCIP | ||||||||||||||
Investments | ||||||||||||||
Interest in non-consolidated affiliates (as a percent) | 29.00% | 29.00% | ||||||||||||
Operating Results: | ||||||||||||||
Recorded equity in earnings | $ 7,944,000 | 6,253,000 | $ 20,566,000 | 16,844,000 | ||||||||||
Transactions with Investees | ||||||||||||||
Amounts due from affiliate | 1,460,000 | 1,943,000 | 1,943,000 | 1,460,000 | ||||||||||
Deferred rent liability for digital projectors | 8,725,000 | 8,495,000 | 8,495,000 | 8,725,000 | ||||||||||
Digital equipment rental expense | $ 1,375,000 | 1,350,000 | $ 3,839,000 | 4,026,000 | ||||||||||
Common Membership Units | ||||||||||||||
Term for payment of equipment rent, including scheduled escalations | 12 years | |||||||||||||
DCDC | ||||||||||||||
Investments | ||||||||||||||
Interest in non-consolidated affiliates (as a percent) | 15.45% | 15.45% | ||||||||||||
Open Road Releasing, LLC, Operator of ORF | ||||||||||||||
Investments | ||||||||||||||
Interest in non-consolidated affiliates (as a percent) | 50.00% | 50.00% | ||||||||||||
Operating Results: | ||||||||||||||
Recorded equity in earnings | (430,000) | |||||||||||||
Transactions with Investees | ||||||||||||||
Amounts due from affiliate | 2,472,000 | $ 4,394,000 | $ 4,394,000 | 2,472,000 | ||||||||||
Amounts due to affiliate | 1,061,000 | 1,313,000 | 1,313,000 | 1,061,000 | ||||||||||
Gross film exhibition cost | $ 1,400,000 | 660,000 | 7,100,000 | 4,100,000 | ||||||||||
Common Membership Units | ||||||||||||||
Capital commitment funded | $ 3,500,000 | $ 1,750,000 | $ 1,750,000 | $ 3,000,000 | ||||||||||
Cumulative loss | $ 34,122,000 | 14,422,000 | ||||||||||||
AC JV, LLC | ||||||||||||||
Investments | ||||||||||||||
Interest in non-consolidated affiliates (as a percent) | 32.00% | 32.00% | ||||||||||||
Operating Results: | ||||||||||||||
Recorded equity in earnings | $ 107,000 | (243,000) | $ 186,000 | 983,000 | ||||||||||
Transactions with Investees | ||||||||||||||
Amounts due from affiliate | 109,000 | 42,000 | 42,000 | 109,000 | ||||||||||
Amounts due to affiliate | $ 445,000 | 642,000 | 642,000 | $ 445,000 | ||||||||||
Gross film exhibition cost | 2,058,000 | 2,228,000 | 5,781,000 | 6,297,000 | ||||||||||
Other | ||||||||||||||
Operating Results: | ||||||||||||||
Recorded equity in earnings | $ 629,000 | $ 409,000 | $ 1,189,000 | $ 779,000 | ||||||||||
Maximum | ||||||||||||||
Investments | ||||||||||||||
Interest in non-consolidated affiliates (as a percent) | 50.00% | 50.00% |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | Sep. 19, 2016$ / shares | Jul. 25, 2016USD ($) | Jun. 20, 2016$ / shares | Apr. 27, 2016USD ($) | Mar. 21, 2016$ / shares | Mar. 01, 2016USD ($)$ / sharesshares | Feb. 25, 2016USD ($) | Feb. 24, 2016item$ / sharesshares | Jan. 04, 2016item$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)item$ / sharesshares | Sep. 30, 2015USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($) |
Dividends | ||||||||||||||||||
Dividends declared | $ 19,760,000 | $ 19,762,000 | $ 19,762,000 | |||||||||||||||
Amount per Share of Common Stock | $ / shares | $ 0.20 | $ 0.20 | $ 0.20 | |||||||||||||||
Dividends and dividend equivalents | $ 59,081,000 | $ 59,012,000 | ||||||||||||||||
Shares surrendered to pay for payroll taxes, value | $ 472,000 | |||||||||||||||||
Number of shares surrendered for taxes | shares | 20,805 | |||||||||||||||||
Accrued unpaid dividends | $ 368,000 | $ 368,000 | ||||||||||||||||
Additional paid-in capital | 1,187,244,000 | $ 1,187,244,000 | $ 1,182,923,000 | |||||||||||||||
Temporary equity (in shares) | shares | 27,197 | |||||||||||||||||
Equity disclosures | ||||||||||||||||||
Increase (decrease) to additional paid-in capital related to stock based compensation | $ 4,509,000 | |||||||||||||||||
Total estimated unrecognized compensation cost related to nonvested stock-based compensation arrangements | 11,259,000 | $ 11,259 | $ 11,259,000 | 11,259 | ||||||||||||||
Expected performance target to be achieved (as a percent) | 100.00% | |||||||||||||||||
Additional Paid-in Capital | ||||||||||||||||||
Dividends | ||||||||||||||||||
Reclassification from temporary equity | $ 284,000 | |||||||||||||||||
General and administrative | ||||||||||||||||||
Equity disclosures | ||||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 1,705,000 | $ 2,199,000 | $ 4,509,000 | $ 9,377,000 | ||||||||||||||
Accounting Standards Update 201609 [Member] | ||||||||||||||||||
Dividends | ||||||||||||||||||
Additional paid-in capital | 1,182,923,000 | |||||||||||||||||
Forecast | ||||||||||||||||||
Equity disclosures | ||||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 1,713,000 | $ 4,773,000 | $ 4,773,000 | |||||||||||||||
RSU and PSU Units | ||||||||||||||||||
Equity disclosures | ||||||||||||||||||
Restricted stock unit granted (in shares) | shares | 618,092 | |||||||||||||||||
Shares of RSU and PSU | ||||||||||||||||||
Balance at the beginning of the period (in shares) | shares | 613,210 | 19,226 | 19,226 | |||||||||||||||
Granted (in shares) | shares | 618,092 | |||||||||||||||||
Vested (in shares) | shares | (19,226) | |||||||||||||||||
Forfeited (in shares) | shares | (4,882) | |||||||||||||||||
Nonvested at the end of the period (in shares) | shares | 613,210 | 613,210 | ||||||||||||||||
Weighted Average Grant Date Fair Value | ||||||||||||||||||
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 24.88 | $ 29.59 | $ 29.59 | |||||||||||||||
Granted (in dollars per share) | $ / shares | 24.88 | |||||||||||||||||
Vested (in dollars per share) | $ / shares | 29.59 | |||||||||||||||||
Forfeited (in dollars per share) | $ / shares | 24.88 | |||||||||||||||||
Unvested at the end of the period (in dollars per share) | $ / shares | $ 24.88 | $ 24.88 | ||||||||||||||||
Board of Director | ||||||||||||||||||
Equity disclosures | ||||||||||||||||||
Number of Board of Directors to whom common stock was granted | item | 1 | |||||||||||||||||
Members of Management and Executive Officers | Performance Stock Unit Transition Award | ||||||||||||||||||
Equity disclosures | ||||||||||||||||||
Expected performance target to be achieved (as a percent) | 100.00% | 100.00% | ||||||||||||||||
Shares granted | shares | 279,558 | |||||||||||||||||
Number of days from the termination of service for settlement of fully vested RSU | 30 days | |||||||||||||||||
Number of PSUs vesting, if Holdings does not achieve free cash flow minimum performance target | shares | 0 | |||||||||||||||||
Members of Management and Executive Officers | Performance Stock Unit Transition Award | Other General And Administrative Expense Caption [Member] | ||||||||||||||||||
Equity disclosures | ||||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 942,000 | |||||||||||||||||
Members of Management and Executive Officers | Performance Stock Unit Transition Award | Forecast | Other General And Administrative Expense Caption [Member] | ||||||||||||||||||
Equity disclosures | ||||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 1,346,000 | |||||||||||||||||
Members of Management and Executive Officers | Performance Stock Unit Transition Award | Minimum | ||||||||||||||||||
Equity disclosures | ||||||||||||||||||
PSUs vesting as a percentage of performance target | 30.00% | |||||||||||||||||
Percentage of performance target | 80.00% | |||||||||||||||||
Awards to be granted on achieving specified percentage of performance target (in shares) | shares | 54,094 | |||||||||||||||||
Members of Management and Executive Officers | Performance Stock Unit Transition Award | Maximum | ||||||||||||||||||
Equity disclosures | ||||||||||||||||||
PSUs vesting as a percentage of performance target | 150.00% | |||||||||||||||||
Percentage of performance target | 120.00% | |||||||||||||||||
Members of Management and Executive Officers | Performance Stock Unit | ||||||||||||||||||
Equity disclosures | ||||||||||||||||||
Expected performance target to be achieved (as a percent) | 100.00% | 100.00% | ||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 24.88 | |||||||||||||||||
Number of days from the termination of service for settlement of fully vested RSU | 30 days | |||||||||||||||||
Number of PSUs vesting, if Holdings does not achieve free cash flow minimum performance target | shares | 0 | |||||||||||||||||
Grant date fair value (in dollars) | $ 7,009,000 | |||||||||||||||||
Members of Management and Executive Officers | Performance Stock Unit | Forecast | Other General And Administrative Expense Caption [Member] | ||||||||||||||||||
Equity disclosures | ||||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 2,046,000 | |||||||||||||||||
Members of Management and Executive Officers | Performance Stock Unit | Minimum | ||||||||||||||||||
Equity disclosures | ||||||||||||||||||
PSUs vesting as a percentage of performance target | 30.00% | |||||||||||||||||
Percentage of performance target | 80.00% | |||||||||||||||||
Members of Management and Executive Officers | Performance Stock Unit | Maximum | ||||||||||||||||||
Equity disclosures | ||||||||||||||||||
PSUs vesting as a percentage of performance target | 150.00% | |||||||||||||||||
Percentage of performance target | 120.00% | |||||||||||||||||
Members of Management | Performance Stock Unit Transition Award | ||||||||||||||||||
Equity disclosures | ||||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 24.88 | |||||||||||||||||
Grant date fair value (in dollars) | $ 1,360,000 | |||||||||||||||||
Chief Executive Officer and President | Performance Stock Unit | Other General And Administrative Expense Caption [Member] | ||||||||||||||||||
Equity disclosures | ||||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 1,432,000 | |||||||||||||||||
2013 Equity Incentive Plan | ||||||||||||||||||
Equity disclosures | ||||||||||||||||||
Number of shares authorized | shares | 9,474,000 | 9,474,000 | ||||||||||||||||
Number of shares remaining available for grant | shares | 7,682,824 | 7,682,824 | ||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 24.88 | $ 22.55 | $ 23.17 | |||||||||||||||
2013 Equity Incentive Plan | Performance Stock Unit | ||||||||||||||||||
Equity disclosures | ||||||||||||||||||
Period of cumulative free cash flow and net income required to meet the performance target condition | 3 years | |||||||||||||||||
2013 Equity Incentive Plan | Members of Management and Executive Officers | Performance Stock Unit Transition Award | Minimum | ||||||||||||||||||
Equity disclosures | ||||||||||||||||||
Percentage of performance target | 100.00% | |||||||||||||||||
2013 Equity Incentive Plan | Members of Management | Restricted Stock Unit | ||||||||||||||||||
Equity disclosures | ||||||||||||||||||
Restricted stock unit granted (in shares) | shares | 145,739 | |||||||||||||||||
Number of shares to be received for each unit | shares | 1 | |||||||||||||||||
Number of days from the termination of service for settlement of fully vested RSU | 30 days | |||||||||||||||||
Grant date fair value (in dollars) | $ 3,626,000 | |||||||||||||||||
Shares of RSU and PSU | ||||||||||||||||||
Granted (in shares) | shares | 145,739 | |||||||||||||||||
Weighted Average Grant Date Fair Value | ||||||||||||||||||
Percentage of options that will vest on each of the anniversaries from the date of grant | 33.00% | |||||||||||||||||
2013 Equity Incentive Plan | Members of Management | Restricted Stock Unit | Other General And Administrative Expense Caption [Member] | ||||||||||||||||||
Equity disclosures | ||||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 834,000 | |||||||||||||||||
2013 Equity Incentive Plan | Members of Management | Performance Stock Unit | ||||||||||||||||||
Equity disclosures | ||||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 24.88 | |||||||||||||||||
2013 Equity Incentive Plan | Executive Officers | Restricted Stock Unit | ||||||||||||||||||
Equity disclosures | ||||||||||||||||||
Restricted stock unit granted (in shares) | shares | 135,981 | |||||||||||||||||
Number of days from the termination of service for settlement of fully vested RSU | 30 days | |||||||||||||||||
Grant date fair value (in dollars) | $ 3,383,000 | |||||||||||||||||
Shares of RSU and PSU | ||||||||||||||||||
Granted (in shares) | shares | 135,981 | |||||||||||||||||
Weighted Average Grant Date Fair Value | ||||||||||||||||||
Percentage of options that will vest on each of the anniversaries from the date of grant | 33.00% | |||||||||||||||||
Vesting period (in years) | 3 years | |||||||||||||||||
2013 Equity Incentive Plan | Executive Officers | Restricted Stock Unit | Other General And Administrative Expense Caption [Member] | ||||||||||||||||||
Equity disclosures | ||||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 789,000 | |||||||||||||||||
Class A Common Stock | ||||||||||||||||||
Common Stock Rights and Privileges | ||||||||||||||||||
Number of votes per share | item | 1 | |||||||||||||||||
Dividends | ||||||||||||||||||
Dividends and dividend equivalents | $ 12,968,000 | |||||||||||||||||
Class A Common Stock | 2013 Equity Incentive Plan | Board of Director | ||||||||||||||||||
Equity disclosures | ||||||||||||||||||
Number of Board of Directors to whom common stock was granted | item | 4 | |||||||||||||||||
Shares granted | shares | 4,302 | 4,260 | 21,342 | |||||||||||||||
Class A Common Stock | 2013 Equity Incentive Plan | Board of Director | Other General And Administrative Expense Caption [Member] | ||||||||||||||||||
Equity disclosures | ||||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 492,000 | |||||||||||||||||
Class B Common Stock | ||||||||||||||||||
Common Stock Rights and Privileges | ||||||||||||||||||
Number of votes per share | item | 3 | |||||||||||||||||
Number of shares to be issued on conversion of each common stock at option of holder | shares | 1 | |||||||||||||||||
Number of shares to be issued on automatic conversion of each common stock | shares | 1 | |||||||||||||||||
Dividends | ||||||||||||||||||
Dividends and dividend equivalents | $ 45,496,000 | |||||||||||||||||
Dividend Equivalents | ||||||||||||||||||
Dividends | ||||||||||||||||||
Dividends and dividend equivalents | 617,000 | |||||||||||||||||
Wanda | ||||||||||||||||||
Dividends | ||||||||||||||||||
Receivable due from related party | $ 483,000 | $ 483,000 | $ 141,000 |
INCOME TAXES - Effective income
INCOME TAXES - Effective income tax rate on earnings (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Effect of: | ||||||
Effective income tax rate (as a percent) | 39.75% | 36.90% | ||||
Net discrete benefit for reduction of uncertain tax positions | $ 2,900,000 | |||||
Net discrete tax provision for interest | $ 1,900,000 | |||||
Net discrete tax provision for interest, net of tax | 1,200,000 | |||||
Deferred tax assets reinstated | 17,700,000 | |||||
Interest and taxes payable | 19,600,000 | $ 19,600,000 | ||||
New Jersey | ||||||
Effect of: | ||||||
Tax liability | $ 694,000 | $ 694,000 | ||||
Forecast | ||||||
Effect of: | ||||||
Effective income tax rate (as a percent) | 39.75% | |||||
Revised Forecast | ||||||
Effect of: | ||||||
Effective income tax rate (as a percent) | 37.90% |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair value on a recurring basis (Details) - Recurring Basis $ in Thousands | Sep. 30, 2016USD ($) |
Other long-term assets: | |
Money market mutual funds | $ 581 |
Total assets at fair value | 7,584 |
Mutual Fund Large U.S. Equity | |
Other long-term assets: | |
Equity securities, available-for-sale: | 2,094 |
Mutual Fund Small/Mid U.S. Equity | |
Other long-term assets: | |
Equity securities, available-for-sale: | 2,733 |
Mutual Fund International | |
Other long-term assets: | |
Equity securities, available-for-sale: | 677 |
Mutual Fund Balanced | |
Other long-term assets: | |
Equity securities, available-for-sale: | 512 |
Mutual Fund Fixed Income | |
Other long-term assets: | |
Equity securities, available-for-sale: | 987 |
Quoted Prices in Active Market (Level 1) | |
Other long-term assets: | |
Money market mutual funds | 581 |
Total assets at fair value | 7,584 |
Quoted Prices in Active Market (Level 1) | Mutual Fund Large U.S. Equity | |
Other long-term assets: | |
Equity securities, available-for-sale: | 2,094 |
Quoted Prices in Active Market (Level 1) | Mutual Fund Small/Mid U.S. Equity | |
Other long-term assets: | |
Equity securities, available-for-sale: | 2,733 |
Quoted Prices in Active Market (Level 1) | Mutual Fund International | |
Other long-term assets: | |
Equity securities, available-for-sale: | 677 |
Quoted Prices in Active Market (Level 1) | Mutual Fund Balanced | |
Other long-term assets: | |
Equity securities, available-for-sale: | 512 |
Quoted Prices in Active Market (Level 1) | Mutual Fund Fixed Income | |
Other long-term assets: | |
Equity securities, available-for-sale: | $ 987 |
FAIR VALUE MEASUREMENTS - Fai41
FAIR VALUE MEASUREMENTS - Fair value on a nonrecurring basis (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Other Fair Value Measurement Disclosures | ||
Current maturities of corporate borrowings, carrying value | $ 10,195 | |
Corporate borrowings, noncurrent, carrying value | 1,843,339 | $ 1,902,598 |
Significant Other Observable Inputs (Level 2) | ||
Other Fair Value Measurement Disclosures | ||
Current maturities of corporate borrowings, fair value | 8,944 | |
Corporate borrowings, noncurrent, fair value | 1,884,297 | |
Significant Unobservable Inputs (Level 3) | ||
Other Fair Value Measurement Disclosures | ||
Current maturities of corporate borrowings, fair value | 1,389 | |
Corporate borrowings, noncurrent, fair value | 4,166 | |
AMCEH | ||
Other Fair Value Measurement Disclosures | ||
Corporate borrowings, noncurrent, carrying value | $ 1,839,173 | $ 1,898,432 |
THEATRE AND OTHER CLOSURE AND42
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
A roll forward of reserves for theatre and other closure and disposition of assets | ||||
Beginning balance | $ 42,973,000 | $ 52,835,000 | ||
Theatre and other closure expense | $ 951,000 | $ 1,600,000 | 3,576,000 | 3,911,000 |
Foreign currency translation adjustment | (761,000) | (1,918,000) | ||
Cash payments | (8,912,000) | (9,274,000) | ||
Ending balance | 36,876,000 | $ 45,554,000 | 36,876,000 | $ 45,554,000 |
Accrued Expenses And Other Liabilities Current Caption [Member] | ||||
A roll forward of reserves for theatre and other closure and disposition of assets | ||||
Current portion included with accrued expenses and other liabilities | 8,079,000 | 8,079,000 | ||
Other Noncurrent Liabilities [Member] | ||||
A roll forward of reserves for theatre and other closure and disposition of assets | ||||
Long-term portion included with other long-term liabilities | $ 28,797,000 | $ 28,797,000 |
ACCUMULATED OTHER COMPREHENSI43
ACCUMULATED OTHER COMPREHENSIVE INCOME - Change in AOCI by component (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Changes in accumulated other comprehensive income | ||||
Balance at the beginning of the period | $ 1,538,703 | |||
Other comprehensive income (loss), net of tax | $ 474 | $ (1,962) | (734) | $ (11,698) |
Balance at the end of the period | 1,565,701 | 1,565,701 | ||
Accumulated Other Comprehensive Income (Loss) | ||||
Changes in accumulated other comprehensive income | ||||
Balance at the beginning of the period | 2,804 | 12,844 | ||
Other comprehensive income (loss) before reclassifications | 774 | (1,033) | ||
Amounts reclassified from accumulated other comprehensive income | (1,508) | (10,665) | ||
Other comprehensive income (loss), net of tax | (734) | (11,698) | ||
Balance at the end of the period | 2,070 | 1,146 | 2,070 | 1,146 |
Foreign Currency | ||||
Changes in accumulated other comprehensive income | ||||
Balance at the beginning of the period | 2,101 | 729 | ||
Other comprehensive income (loss) before reclassifications | 160 | 700 | 766 | 981 |
Other comprehensive income (loss), net of tax | 766 | 981 | ||
Balance at the end of the period | 2,867 | 1,710 | 2,867 | 1,710 |
Pension and Other Benefits | ||||
Changes in accumulated other comprehensive income | ||||
Balance at the beginning of the period | (3,289) | 6,675 | ||
Other comprehensive income (loss) before reclassifications | 13 | 701 | ||
Amounts reclassified from accumulated other comprehensive income | (10,862) | |||
Other comprehensive income (loss), net of tax | 13 | (10,161) | ||
Balance at the end of the period | (3,276) | (3,486) | (3,276) | (3,486) |
Unrealized Net Gain on Marketable Securities | ||||
Changes in accumulated other comprehensive income | ||||
Balance at the beginning of the period | 1,465 | 2,677 | ||
Other comprehensive income (loss) before reclassifications | 144 | (2,311) | 557 | (1,868) |
Amounts reclassified from accumulated other comprehensive income | (1) | (5) | (1,783) | (154) |
Other comprehensive income (loss), net of tax | (1,226) | (2,022) | ||
Balance at the end of the period | 239 | 655 | 239 | 655 |
Unrealized Net Gain from Equity Method Investees' Cash Flow Hedge | ||||
Changes in accumulated other comprehensive income | ||||
Balance at the beginning of the period | 2,527 | 2,763 | ||
Other comprehensive income (loss) before reclassifications | 80 | (465) | (562) | (847) |
Amounts reclassified from accumulated other comprehensive income | 86 | 112 | 275 | 351 |
Other comprehensive income (loss), net of tax | (287) | (496) | ||
Balance at the end of the period | $ 2,240 | $ 2,267 | $ 2,240 | $ 2,267 |
ACCUMULATED OTHER COMPREHENSI44
ACCUMULATED OTHER COMPREHENSIVE INCOME - OCI and tax effectrs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Pre-Tax Amount | ||||
Other comprehensive income (loss), before tax | $ 775 | $ (3,215) | $ (1,205) | $ (19,175) |
Tax (Expense) Benefit | ||||
Other comprehensive income (loss), tax | (301) | 1,253 | 471 | 7,477 |
Net-of-Tax Amount | ||||
Other comprehensive income (loss), net of tax | 474 | (1,962) | (734) | (11,698) |
Foreign Currency | ||||
Pre-Tax Amount | ||||
Unrealized net holding gain (loss) arising during the period | 261 | 1,147 | 1,255 | 1,608 |
Tax (Expense) Benefit | ||||
Unrealized net holding gain (loss) arising during the period, tax | (101) | (447) | (489) | (627) |
Net-of-Tax Amount | ||||
Unrealized net holding gain (loss) arising during the period, net of tax | 160 | 700 | 766 | 981 |
Other comprehensive income (loss), net of tax | 766 | 981 | ||
Pension and Other Benefit Adjustments, Net Gain or Loss | ||||
Pre-Tax Amount | ||||
Unrealized net holding gain (loss) arising during the period | (73) | |||
Reclassification adjustment for net gain (loss) realized in net earnings | 7 | 12 | 21 | (2,763) |
Tax (Expense) Benefit | ||||
Unrealized net holding gain (loss) arising during the period, tax | 28 | |||
Reclassification adjustment for net gain (loss) realized in net earnings, tax | (2) | (5) | (8) | 1,077 |
Net-of-Tax Amount | ||||
Unrealized net holding gain (loss) arising during the period, net of tax | (45) | |||
Reclassification adjustment for net gain (loss) realized in net earnings, net of tax | 5 | 7 | 13 | (1,686) |
Pension and Other Benefit Adjustments, Prior Service Credit | ||||
Pre-Tax Amount | ||||
Unrealized net holding gain (loss) arising during the period | 1,223 | |||
Reclassification adjustment for net gain (loss) realized in net earnings | (2,888) | |||
Tax (Expense) Benefit | ||||
Unrealized net holding gain (loss) arising during the period, tax | (477) | |||
Reclassification adjustment for net gain (loss) realized in net earnings, tax | 1,126 | |||
Net-of-Tax Amount | ||||
Unrealized net holding gain (loss) arising during the period, net of tax | 746 | |||
Reclassification adjustment for net gain (loss) realized in net earnings, net of tax | (1,762) | |||
Pension and Other Benefit Adjustments, Curtailment | ||||
Pre-Tax Amount | ||||
Reclassification adjustment for net gain (loss) realized in net earnings | (11,867) | |||
Tax (Expense) Benefit | ||||
Reclassification adjustment for net gain (loss) realized in net earnings, tax | 4,628 | |||
Net-of-Tax Amount | ||||
Reclassification adjustment for net gain (loss) realized in net earnings, net of tax | (7,239) | |||
Pension and Other Benefit Adjustments, Settlement | ||||
Pre-Tax Amount | ||||
Reclassification adjustment for net gain (loss) realized in net earnings | (288) | |||
Tax (Expense) Benefit | ||||
Reclassification adjustment for net gain (loss) realized in net earnings, tax | 113 | |||
Net-of-Tax Amount | ||||
Reclassification adjustment for net gain (loss) realized in net earnings, net of tax | (175) | |||
Unrealized Net Gain on Marketable Securities | ||||
Pre-Tax Amount | ||||
Unrealized net holding gain (loss) arising during the period | 237 | (3,788) | 913 | (3,062) |
Reclassification adjustment for net gain (loss) realized in net earnings | (2) | (7) | (2,923) | (252) |
Tax (Expense) Benefit | ||||
Unrealized net holding gain (loss) arising during the period, tax | (93) | 1,477 | (356) | 1,194 |
Reclassification adjustment for net gain (loss) realized in net earnings, tax | 1 | 2 | 1,140 | 98 |
Net-of-Tax Amount | ||||
Unrealized net holding gain (loss) arising during the period, net of tax | 144 | (2,311) | 557 | (1,868) |
Reclassification adjustment for net gain (loss) realized in net earnings, net of tax | (1) | (5) | (1,783) | (154) |
Other comprehensive income (loss), net of tax | (1,226) | (2,022) | ||
Unrealized Net Gain from Equity Method Investees' Cash Flow Hedge | ||||
Pre-Tax Amount | ||||
Unrealized net holding gain (loss) arising during the period | 131 | (763) | (922) | (1,389) |
Reclassification adjustment for net gain (loss) realized in net earnings | 141 | 184 | 451 | 576 |
Tax (Expense) Benefit | ||||
Unrealized net holding gain (loss) arising during the period, tax | (51) | 298 | 360 | 542 |
Reclassification adjustment for net gain (loss) realized in net earnings, tax | (55) | (72) | (176) | (225) |
Net-of-Tax Amount | ||||
Unrealized net holding gain (loss) arising during the period, net of tax | 80 | (465) | (562) | (847) |
Reclassification adjustment for net gain (loss) realized in net earnings, net of tax | $ 86 | $ 112 | 275 | 351 |
Other comprehensive income (loss), net of tax | $ (287) | $ (496) |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Components of net periodic benefit (credit): | ||||
Net periodic benefit (credit) | $ 597,000 | $ (18,089,000) | ||
Changes in other comprehensive loss | ||||
Net periodic benefit credit | $ 597,000 | (18,089,000) | ||
Pension Benefits | ||||
Employee benefit plan disclosures | ||||
Qualification age of employees for participation in the savings plan (in years) | 21 years | |||
Minimum service in first twelve months of employment for eligibility (in hours) | PT1000H | |||
Initial period of employment for eligibility (in months) | 12 months | |||
Pension Benefits | Other General And Administrative Expense Caption [Member] | ||||
Components of net periodic benefit (credit): | ||||
Interest cost | $ 1,081,000 | $ 1,069,000 | $ 3,243,000 | 3,208,000 |
Expected return on plan assets | (889,000) | (1,167,000) | (2,667,000) | (3,500,000) |
Amortization of net (gain) loss | 7,000 | 12,000 | 21,000 | 34,000 |
Settlement (gain) loss | 287,000 | |||
Net periodic benefit (credit) | 199,000 | (86,000) | 597,000 | 29,000 |
Changes in other comprehensive loss | ||||
Net periodic benefit credit | 199,000 | (86,000) | 597,000 | 29,000 |
Change in benefit obligation: | ||||
Interest cost | $ 1,081,000 | $ 1,069,000 | $ 3,243,000 | 3,208,000 |
Other Benefits | ||||
Employee benefit plan disclosures | ||||
Targeted payment to associates | 4,300,000 | |||
Other Benefits | Other General And Administrative Expense Caption [Member] | ||||
Components of net periodic benefit (credit): | ||||
Service cost | 2,000 | |||
Interest cost | 7,000 | |||
Amortization of net (gain) loss | (2,797,000) | |||
Amortization of prior service credit | (2,888,000) | |||
Curtailment gain | (11,867,000) | |||
Settlement (gain) loss | (575,000) | |||
Net periodic benefit (credit) | (18,118,000) | |||
Changes in other comprehensive loss | ||||
Net periodic benefit credit | (18,118,000) | |||
Change in benefit obligation: | ||||
Service cost | 2,000 | |||
Interest cost | $ 7,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ / shares in Units, £ in Millions | Oct. 19, 2016GBP (£) | Oct. 19, 2016USD ($) | Jul. 24, 2016USD ($)$ / shares | Jul. 12, 2016GBP (£) | Jul. 12, 2016USD ($) | Sep. 30, 2016item |
Carmike | ||||||
Commitments and contingencies line items | ||||||
Purchase price per share (in dollars per share) | $ / shares | $ 33.06 | |||||
Ratio of shares received to those surrendered | 1.0819 | |||||
Percentage paid in cash | 70.00% | |||||
Percentage paid in stock | 30.00% | |||||
Carmike | Senior Secured Incremental Term Loans | Debt Financing Commitment Letter [Member] | ||||||
Commitments and contingencies line items | ||||||
Maximum borrowing capacity | $ | $ 225,000,000 | |||||
Carmike | Senior Subordinated Bridge Loans | Debt Financing Commitment Letter [Member] | ||||||
Commitments and contingencies line items | ||||||
Maximum borrowing capacity | $ | $ 300,000,000 | |||||
Odeon | ||||||
Commitments and contingencies line items | ||||||
Purchase price, cash | £ 375 | $ 460,800,000 | ||||
Value of equity portion of consideration | £ 125 | $ 153,600,000 | ||||
Consideration, repayment of debt | £ 478.6 | $ 588,100,000 | ||||
Number of screens acquired | 2,236 | |||||
Number of theatres acquired | 242 | |||||
Number of major markets | 4 | |||||
Number of smaller markets | 3 | |||||
Odeon | United Kingdom, Pounds | ||||||
Commitments and contingencies line items | ||||||
Exchange rate, GBP/USD or EUR/USD | 1.2289 | 1.2289 | ||||
Odeon | Euro Member Countries, Euro | ||||||
Commitments and contingencies line items | ||||||
Exchange rate, GBP/USD or EUR/USD | 1.0973 | 1.0973 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Numerator: | ||||
Net earnings | $ 30,436 | $ 12,178 | $ 82,694 | $ 62,239 |
Denominator (shares in thousands): | ||||
Weighted average shares for basic earnings per common share | 98,194,000 | 97,978,000 | 98,196,000 | 97,959,000 |
Common equivalent shares for RSUs and PSUs | 90,000 | 95,000 | 15,000 | 65,000 |
Shares for diluted earnings per common share | 98,284,000 | 98,073,000 | 98,211,000 | 98,024,000 |
Basic earnings from continuing operations per common share (in dollars per share) | $ 0.31 | $ 0.12 | $ 0.84 | $ 0.64 |
Diluted earnings from continuing operations per common share (in dollars per share) | $ 0.31 | $ 0.12 | $ 0.84 | $ 0.63 |
Performance Stock Unit | ||||
Denominator (shares in thousands): | ||||
Anti-dilutive securities not included in the computations of diluted earnings per share (in shares) | 100,096 |
CONDENSED CONSOLIDATING FINAN48
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Details) | 9 Months Ended |
Sep. 30, 2016 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
Ownership percentage | 100.00% |
CONDENSED CONSOLIDATING FINAN49
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues | ||||
Admissions | $ 496,729 | $ 441,262 | $ 1,460,537 | $ 1,393,338 |
Food and beverage | 248,889 | 216,764 | 736,587 | 667,804 |
Other theatre | 34,153 | 30,814 | 112,626 | 101,901 |
Total revenues | 779,771 | 688,840 | 2,309,750 | 2,163,043 |
Operating costs and expenses | ||||
Film exhibition costs | 259,069 | 233,390 | 784,363 | 751,894 |
Food and beverage costs | 33,949 | 31,080 | 102,014 | 95,395 |
Operating expense | 211,554 | 195,505 | 613,893 | 588,177 |
Rent | 121,904 | 115,861 | 369,307 | 348,804 |
General and administrative: | ||||
Merger, acquisition and transaction costs | 4,961 | 751 | 15,113 | 2,590 |
Other | 19,785 | 18,706 | 58,935 | 41,384 |
Depreciation and amortization | 63,025 | 58,008 | 185,746 | 173,034 |
Operating costs and expenses | 714,247 | 653,301 | 2,129,371 | 2,001,278 |
Operating income | 65,524 | 35,539 | 180,379 | 161,765 |
Other expense (income) | ||||
Other expense (income) | 79 | (5) | 9,273 | |
Interest Expense [Abstract] | ||||
Corporate borrowings | 24,679 | 22,682 | 74,434 | 73,478 |
Capital and financing lease obligations | 2,099 | 2,286 | 6,441 | 6,990 |
Equity in (earnings) loss of non-consolidated entities | (12,030) | (10,850) | (28,143) | (21,536) |
Investment income | 176 | 163 | (9,602) | (5,039) |
Total other expense | 15,003 | 14,281 | 43,125 | 63,166 |
Earnings before income taxes | 50,521 | 21,258 | 137,254 | 98,599 |
Income tax provision | 20,085 | 9,080 | 54,560 | 36,360 |
Net earnings | 30,436 | 12,178 | 82,694 | 62,239 |
Consolidating Adjustments | ||||
Other expense (income) | ||||
Equity in net (earnings) loss of subsidiaries | 28,094 | 9,405 | 76,111 | 53,077 |
Interest Expense [Abstract] | ||||
Corporate borrowings | (26,838) | (29,946) | (85,969) | (98,830) |
Investment income | 26,838 | 29,946 | 85,969 | 98,830 |
Total other expense | 28,094 | 9,405 | 76,111 | 53,077 |
Earnings before income taxes | (28,094) | (9,405) | (76,111) | (53,077) |
Net earnings | (28,094) | (9,405) | (76,111) | (53,077) |
AMCEH | ||||
Operating costs and expenses | ||||
Operating expense | 1 | 75 | ||
General and administrative: | ||||
Operating costs and expenses | 1 | 75 | ||
Operating income | (1) | (75) | ||
Other expense (income) | ||||
Equity in net (earnings) loss of subsidiaries | (28,287) | (9,881) | (76,509) | (54,014) |
Interest Expense [Abstract] | ||||
Corporate borrowings | 24,649 | 22,626 | 74,339 | 73,836 |
Investment income | (26,798) | (24,924) | (80,524) | (82,136) |
Total other expense | (30,436) | (12,179) | (82,694) | (62,314) |
Earnings before income taxes | 30,436 | 12,178 | 82,694 | 62,239 |
Net earnings | 30,436 | 12,178 | 82,694 | 62,239 |
Subsidiary Guarantors | ||||
Revenues | ||||
Admissions | 495,728 | 440,280 | 1,457,478 | 1,390,126 |
Food and beverage | 248,448 | 216,319 | 735,241 | 666,398 |
Other theatre | 34,081 | 30,713 | 112,259 | 101,538 |
Total revenues | 778,257 | 687,312 | 2,304,978 | 2,158,062 |
Operating costs and expenses | ||||
Film exhibition costs | 258,603 | 232,920 | 782,900 | 750,368 |
Food and beverage costs | 33,854 | 30,986 | 101,738 | 95,097 |
Operating expense | 210,802 | 194,583 | 611,430 | 585,430 |
Rent | 121,476 | 115,356 | 367,919 | 347,364 |
General and administrative: | ||||
Merger, acquisition and transaction costs | 4,961 | 751 | 15,113 | 2,590 |
Other | 19,783 | 18,704 | 58,933 | 41,381 |
Depreciation and amortization | 63,021 | 57,996 | 185,720 | 172,984 |
Operating costs and expenses | 712,500 | 651,296 | 2,123,753 | 1,995,214 |
Operating income | 65,757 | 36,016 | 181,225 | 162,848 |
Other expense (income) | ||||
Equity in net (earnings) loss of subsidiaries | 193 | 476 | 398 | 937 |
Other expense (income) | 79 | (5) | 9,273 | |
Interest Expense [Abstract] | ||||
Corporate borrowings | 26,868 | 30,002 | 86,064 | 98,472 |
Capital and financing lease obligations | 2,099 | 2,286 | 6,441 | 6,990 |
Equity in (earnings) loss of non-consolidated entities | (12,030) | (10,850) | (28,143) | (21,536) |
Investment income | 176 | (4,859) | (14,599) | (21,662) |
Total other expense | 17,385 | 17,055 | 50,156 | 72,474 |
Earnings before income taxes | 48,372 | 18,961 | 131,069 | 90,374 |
Income tax provision | 20,085 | 9,080 | 54,560 | 36,360 |
Net earnings | 28,287 | 9,881 | 76,509 | 54,014 |
Subsidiary Non-Guarantors | ||||
Revenues | ||||
Admissions | 1,001 | 982 | 3,059 | 3,212 |
Food and beverage | 441 | 445 | 1,346 | 1,406 |
Other theatre | 72 | 101 | 367 | 363 |
Total revenues | 1,514 | 1,528 | 4,772 | 4,981 |
Operating costs and expenses | ||||
Film exhibition costs | 466 | 470 | 1,463 | 1,526 |
Food and beverage costs | 95 | 94 | 276 | 298 |
Operating expense | 752 | 921 | 2,463 | 2,672 |
Rent | 428 | 505 | 1,388 | 1,440 |
General and administrative: | ||||
Other | 2 | 2 | 2 | 3 |
Depreciation and amortization | 4 | 12 | 26 | 50 |
Operating costs and expenses | 1,747 | 2,004 | 5,618 | 5,989 |
Operating income | (233) | (476) | (846) | (1,008) |
Interest Expense [Abstract] | ||||
Investment income | (40) | (448) | (71) | |
Total other expense | (40) | (448) | (71) | |
Earnings before income taxes | (193) | (476) | (398) | (937) |
Net earnings | $ (193) | $ (476) | $ (398) | $ (937) |
CONDENSED CONSOLIDATING FINAN50
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net earnings | $ 30,436 | $ 12,178 | $ 82,694 | $ 62,239 |
Foreign currency translation adjustment, net of tax | 160 | 700 | 766 | 981 |
Pension and other benefit adjustments: | ||||
Net loss arising during the period, net of tax | (45) | |||
Prior service credit arising during the period, net of tax | 746 | |||
Amortization of net (gain) loss reclassified into general and administrative: other, net of tax | 5 | 7 | 13 | (1,686) |
Amortization of prior service credit reclassified into general and administrative: other, net of tax | (1,762) | |||
Curtailment gain reclassified into general and administrative: other, net of tax | (7,239) | |||
Settlement gain reclassified into general and administrative: other, net of tax | (175) | |||
Marketable securities: | ||||
Unrealized holding gains arising during the period, net of tax | 144 | (2,311) | 557 | (1,868) |
Realized net (gain) loss reclassified into investment income, net of tax | (1) | (5) | (1,783) | (154) |
Equity method investees' cash flow hedge: | ||||
Unrealized holding gains arising during the period | 80 | (465) | (562) | (847) |
Realized net loss reclassified into equity in earnings of non-consolidated entities, net of tax | 86 | 112 | 275 | 351 |
Other comprehensive income (loss), net of tax | 474 | (1,962) | (734) | (11,698) |
Total comprehensive income | 30,910 | 10,216 | 81,960 | 50,541 |
Consolidating Adjustments | ||||
Net earnings | (28,094) | (9,405) | (76,111) | (53,077) |
Equity in other comprehensive income (loss) of subsidiaries | (603) | 1,559 | (297) | 11,391 |
Equity method investees' cash flow hedge: | ||||
Other comprehensive income (loss), net of tax | (603) | 1,559 | (297) | 11,391 |
Total comprehensive income | (28,697) | (7,846) | (76,408) | (41,686) |
AMCEH | ||||
Net earnings | 30,436 | 12,178 | 82,694 | 62,239 |
Equity in other comprehensive income (loss) of subsidiaries | 474 | (1,962) | (734) | (11,698) |
Equity method investees' cash flow hedge: | ||||
Other comprehensive income (loss), net of tax | 474 | (1,962) | (734) | (11,698) |
Total comprehensive income | 30,910 | 10,216 | 81,960 | 50,541 |
Subsidiary Guarantors | ||||
Net earnings | 28,287 | 9,881 | 76,509 | 54,014 |
Equity in other comprehensive income (loss) of subsidiaries | 129 | 403 | 1,031 | 307 |
Foreign currency translation adjustment, net of tax | 31 | 297 | (265) | 674 |
Pension and other benefit adjustments: | ||||
Net loss arising during the period, net of tax | (45) | |||
Prior service credit arising during the period, net of tax | 746 | |||
Amortization of net (gain) loss reclassified into general and administrative: other, net of tax | 5 | 7 | 13 | (1,686) |
Amortization of prior service credit reclassified into general and administrative: other, net of tax | (1,762) | |||
Curtailment gain reclassified into general and administrative: other, net of tax | (7,239) | |||
Settlement gain reclassified into general and administrative: other, net of tax | (175) | |||
Marketable securities: | ||||
Unrealized holding gains arising during the period, net of tax | 144 | (2,311) | 557 | (1,868) |
Realized net (gain) loss reclassified into investment income, net of tax | (1) | (5) | (1,783) | (154) |
Equity method investees' cash flow hedge: | ||||
Unrealized holding gains arising during the period | 80 | (465) | (562) | (847) |
Realized net loss reclassified into equity in earnings of non-consolidated entities, net of tax | 86 | 112 | 275 | 351 |
Other comprehensive income (loss), net of tax | 474 | (1,962) | (734) | (11,698) |
Total comprehensive income | 28,761 | 7,919 | 75,775 | 42,316 |
Subsidiary Non-Guarantors | ||||
Net earnings | (193) | (476) | (398) | (937) |
Foreign currency translation adjustment, net of tax | 129 | 403 | 1,031 | 307 |
Equity method investees' cash flow hedge: | ||||
Other comprehensive income (loss), net of tax | 129 | 403 | 1,031 | 307 |
Total comprehensive income | $ (64) | $ (73) | $ 633 | $ (630) |
CONDENSED CONSOLIDATING FINAN51
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||||
Cash and equivalents | $ 46,312 | $ 211,250 | $ 97,939 | $ 218,206 |
Receivables, net | 57,741 | 105,509 | ||
Other current assets | 91,574 | 97,608 | ||
Total current assets | 195,627 | 414,367 | ||
Property, net | 1,537,951 | 1,401,928 | ||
Intangible assets, net | 231,179 | 237,376 | ||
Goodwill | 2,410,713 | 2,406,691 | ||
Deferred tax asset | 75,557 | 126,198 | ||
Other long-term assets | 518,229 | 501,757 | ||
Total assets | 4,969,256 | 5,088,317 | ||
Current liabilities: | ||||
Accounts payable | 261,447 | 313,025 | ||
Accrued expenses and other liabilities | 151,573 | 158,664 | ||
Deferred revenues and income | 162,737 | 221,679 | ||
Current maturities of corporate borrowings and capital and financing lease obligations | 19,400 | 18,786 | ||
Total current liabilities | 595,157 | 712,154 | ||
Corporate borrowings, noncurrent, carrying value | 1,843,339 | 1,902,598 | ||
Capital and financing lease obligations | 86,289 | 93,273 | ||
Exhibitor services agreement | 363,833 | 377,599 | ||
Other long-term liabilities | 513,857 | 462,626 | ||
Total liabilities | 3,402,475 | 3,548,250 | ||
Temporary equity | 1,080 | 1,364 | ||
Total stockholders' equity | 1,565,701 | 1,538,703 | ||
Total liabilities and stockholders' equity | 4,969,256 | 5,088,317 | ||
Consolidating Adjustments | ||||
Current assets: | ||||
Investment in equity of subsidiaries | (1,708,947) | (1,670,512) | ||
Total assets | (1,708,947) | (1,670,512) | ||
Current liabilities: | ||||
Total stockholders' equity | (1,708,947) | (1,670,512) | ||
Total liabilities and stockholders' equity | (1,708,947) | (1,670,512) | ||
AMCEH | ||||
Current assets: | ||||
Cash and equivalents | 1,944 | 1,944 | 1,944 | 2,454 |
Receivables, net | (21) | |||
Total current assets | 1,944 | 1,923 | ||
Investment in equity of subsidiaries | 1,668,122 | 1,638,903 | ||
Intercompany advances | 1,754,590 | 1,805,829 | ||
Goodwill | (2,143) | (2,143) | ||
Deferred tax asset | 295 | |||
Other long-term assets | 8,205 | 9,686 | ||
Total assets | 3,430,718 | 3,454,493 | ||
Current liabilities: | ||||
Accrued expenses and other liabilities | 15,958 | 7,188 | ||
Current maturities of corporate borrowings and capital and financing lease obligations | 8,806 | 8,806 | ||
Total current liabilities | 24,764 | 15,994 | ||
Corporate borrowings, noncurrent, carrying value | 1,839,173 | 1,898,432 | ||
Total liabilities | 1,863,937 | 1,914,426 | ||
Temporary equity | 1,080 | 1,364 | ||
Total stockholders' equity | 1,565,701 | 1,538,703 | ||
Total liabilities and stockholders' equity | 3,430,718 | 3,454,493 | ||
Subsidiary Guarantors | ||||
Current assets: | ||||
Cash and equivalents | 43,912 | 167,023 | 54,627 | 174,117 |
Receivables, net | 57,498 | 105,477 | ||
Other current assets | 90,433 | 96,302 | ||
Total current assets | 191,843 | 368,802 | ||
Investment in equity of subsidiaries | 40,825 | 31,609 | ||
Property, net | 1,537,745 | 1,401,686 | ||
Intangible assets, net | 231,179 | 237,376 | ||
Intercompany advances | (1,807,510) | (1,811,112) | ||
Goodwill | 2,412,856 | 2,408,834 | ||
Deferred tax asset | 75,557 | 125,903 | ||
Other long-term assets | 510,010 | 492,057 | ||
Total assets | 3,192,505 | 3,255,155 | ||
Current liabilities: | ||||
Accounts payable | 261,203 | 312,591 | ||
Accrued expenses and other liabilities | 135,508 | 151,619 | ||
Deferred revenues and income | 162,724 | 221,679 | ||
Current maturities of corporate borrowings and capital and financing lease obligations | 10,594 | 9,980 | ||
Total current liabilities | 570,029 | 695,869 | ||
Corporate borrowings, noncurrent, carrying value | 4,166 | 4,166 | ||
Capital and financing lease obligations | 86,289 | 93,273 | ||
Exhibitor services agreement | 363,833 | 377,599 | ||
Other long-term liabilities | 500,066 | 445,345 | ||
Total liabilities | 1,524,383 | 1,616,252 | ||
Total stockholders' equity | 1,668,122 | 1,638,903 | ||
Total liabilities and stockholders' equity | 3,192,505 | 3,255,155 | ||
Subsidiary Non-Guarantors | ||||
Current assets: | ||||
Cash and equivalents | 456 | 42,283 | $ 41,368 | $ 41,635 |
Receivables, net | 243 | 53 | ||
Other current assets | 1,141 | 1,306 | ||
Total current assets | 1,840 | 43,642 | ||
Property, net | 206 | 242 | ||
Intercompany advances | 52,920 | 5,283 | ||
Other long-term assets | 14 | 14 | ||
Total assets | 54,980 | 49,181 | ||
Current liabilities: | ||||
Accounts payable | 244 | 434 | ||
Accrued expenses and other liabilities | 107 | (143) | ||
Deferred revenues and income | 13 | |||
Total current liabilities | 364 | 291 | ||
Other long-term liabilities | 13,791 | 17,281 | ||
Total liabilities | 14,155 | 17,572 | ||
Total stockholders' equity | 40,825 | 31,609 | ||
Total liabilities and stockholders' equity | $ 54,980 | $ 49,181 |
CONDENSED CONSOLIDATING FINAN52
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net cash provided by operating activities | $ 211,334 | $ 209,225 |
Cash flows from investing activities: | ||
Capital expenditures | (256,599) | (215,574) |
Acquisition of Starplex Cinemas, net of cash acquired | 681 | |
Investments in non-consolidated entities, net | (10,480) | (958) |
Proceeds from disposition of long-term assets | 19,365 | 604 |
Other, net | (1,252) | (1,158) |
Net cash used in investing activities | (248,285) | (217,086) |
Cash flows from financing activities: | ||
Proceeds from issuance of Senior Subordinated Notes | 600,000 | |
Repurchase of Senior Subordinated Notes | (626,114) | |
Cash used to pay dividends | (59,081) | (59,012) |
Deferred financing costs | (821) | (11,978) |
Payments under revolver credit facility, net of borrowings | (55,000) | |
Principal payments under capital and financing lease obligations | (6,370) | (5,811) |
Principal payments under Term Loan | (6,605) | (5,813) |
Principal amount of coupon payment under Senior Subordinated Notes due 2020 | (3,357) | |
Net cash used in financing activities | (127,877) | (112,085) |
Effect of exchange rate changes on cash and equivalents | (110) | (321) |
Net decrease in cash and equivalents | (164,938) | (120,267) |
Cash and equivalents at beginning of period | 211,250 | 218,206 |
Cash and equivalents at end of period | 46,312 | 97,939 |
AMCEH | ||
Cash flows from operating activities: | ||
Net cash provided by operating activities | 19,674 | 15,344 |
Cash flows from financing activities: | ||
Proceeds from issuance of Senior Subordinated Notes | 600,000 | |
Repurchase of Senior Subordinated Notes | (626,114) | |
Cash used to pay dividends | (59,081) | (59,012) |
Deferred financing costs | (821) | (11,978) |
Payments under revolver credit facility, net of borrowings | (55,000) | |
Principal payments under Term Loan | (6,605) | (5,813) |
Principal amount of coupon payment under Senior Subordinated Notes due 2020 | (3,357) | |
Change in intercompany advances | 101,833 | 90,420 |
Net cash used in financing activities | (19,674) | (15,854) |
Net decrease in cash and equivalents | (510) | |
Cash and equivalents at beginning of period | 1,944 | 2,454 |
Cash and equivalents at end of period | 1,944 | 1,944 |
Subsidiary Guarantors | ||
Cash flows from operating activities: | ||
Net cash provided by operating activities | 193,682 | 192,612 |
Cash flows from investing activities: | ||
Capital expenditures | (256,592) | (215,557) |
Acquisition of Starplex Cinemas, net of cash acquired | 681 | |
Investments in non-consolidated entities, net | (10,480) | (958) |
Proceeds from disposition of long-term assets | 19,365 | 604 |
Other, net | (1,252) | (1,158) |
Net cash used in investing activities | (248,278) | (217,069) |
Cash flows from financing activities: | ||
Principal payments under capital and financing lease obligations | (6,370) | (5,811) |
Change in intercompany advances | (62,120) | (88,925) |
Net cash used in financing activities | (68,490) | (94,736) |
Effect of exchange rate changes on cash and equivalents | (25) | (297) |
Net decrease in cash and equivalents | (123,111) | (119,490) |
Cash and equivalents at beginning of period | 167,023 | 174,117 |
Cash and equivalents at end of period | 43,912 | 54,627 |
Subsidiary Non-Guarantors | ||
Cash flows from operating activities: | ||
Net cash provided by operating activities | (2,022) | 1,269 |
Cash flows from investing activities: | ||
Capital expenditures | (7) | (17) |
Net cash used in investing activities | (7) | (17) |
Cash flows from financing activities: | ||
Change in intercompany advances | (39,713) | (1,495) |
Net cash used in financing activities | (39,713) | (1,495) |
Effect of exchange rate changes on cash and equivalents | (85) | (24) |
Net decrease in cash and equivalents | (41,827) | (267) |
Cash and equivalents at beginning of period | 42,283 | 41,635 |
Cash and equivalents at end of period | $ 456 | $ 41,368 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Nov. 08, 2016GBP (£) | Nov. 03, 2016$ / shares | Sep. 30, 2016$ / shares | Sep. 30, 2015$ / shares | Sep. 30, 2016$ / shares | Sep. 30, 2015$ / shares | Nov. 08, 2016USD ($) |
Dividends declared | |||||||
Cash dividend declared (in dollars per share) | $ 0.20 | $ 0.20 | $ 0.60 | $ 0.60 | |||
Senior Secured Credit Facility Term-Loan due 2022 | LIBOR | |||||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||||
Spread over interest rate (as a percent) | 3.25% | ||||||
Senior Secured Credit Facility Term-Loan due 2022 | LIBOR | Minimum | |||||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||||
Spread over interest rate (as a percent) | 0.75% | ||||||
Subsequent Events | Dollar Notes | |||||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||||
Aggregate principal amount | $ | $ 595,000,000 | ||||||
Interest rate of debt (as a percent) | 5.875% | 5.875% | |||||
Subsequent Events | Sterling Notes | |||||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||||
Aggregate principal amount | £ | £ 250,000,000 | ||||||
Interest rate of debt (as a percent) | 6.375% | 6.375% | |||||
Subsequent Events | Senior Secured Credit Facility Term-Loan due 2022 | LIBOR | |||||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||||
Spread over interest rate (as a percent) | 2.75% | ||||||
Subsequent Events | Senior Secured Credit Facility Term-Loan due 2022 | LIBOR | Minimum | |||||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||||
Spread over interest rate (as a percent) | 0.00% | ||||||
Subsequent Events | Term Loans, Variable Rate, Due 2023 [Member] | |||||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||||
Aggregate principal amount | $ | $ 500,000,000 | ||||||
Subsequent Events | Term Loans, Variable Rate, Due 2023 [Member] | LIBOR | |||||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||||
Spread over interest rate (as a percent) | 2.75% | ||||||
Class A Common Stock | Subsequent Events | |||||||
Dividends declared | |||||||
Cash dividend declared (in dollars per share) | $ 0.20 | ||||||
Class B Common Stock | Subsequent Events | |||||||
Dividends declared | |||||||
Cash dividend declared (in dollars per share) | $ 0.20 |