Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 24, 2017 | Jun. 30, 2016 | |
Entity Registrant Name | AMC ENTERTAINMENT HOLDINGS, INC. | ||
Entity Central Index Key | 1,411,579 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 596,749,619 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Class A Common Stock | |||
Entity Common Stock, Shares Outstanding | 55,026,640 | ||
Class B Common Stock | |||
Entity Common Stock, Shares Outstanding | 75,826,927 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues | |||||||||||||||
Admissions | $ 2,049,428,000 | $ 1,892,037,000 | $ 1,765,388,000 | ||||||||||||
Food and beverage | 1,019,093,000 | 910,086,000 | 797,735,000 | ||||||||||||
Other theatre | 167,325,000 | 144,777,000 | 132,267,000 | ||||||||||||
Total revenues | $ 926,096,000 | $ 779,771,000 | $ 763,962,000 | $ 766,017,000 | $ 783,857,000 | $ 688,840,000 | $ 821,079,000 | $ 653,124,000 | $ 712,155,000 | $ 633,904,000 | $ 726,573,000 | $ 622,758,000 | 3,235,846,000 | 2,946,900,000 | 2,695,390,000 |
Operating costs and expenses | |||||||||||||||
Film exhibition costs | 1,089,501,000 | 1,021,457,000 | 934,246,000 | ||||||||||||
Food and beverage costs | 142,167,000 | 128,569,000 | 111,991,000 | ||||||||||||
Operating expense (income) | 873,456,000 | 795,722,000 | 733,338,000 | ||||||||||||
Rent | 505,463,000 | 467,822,000 | 455,239,000 | ||||||||||||
General and administrative: | |||||||||||||||
Merger, acquisition and transaction costs | 47,895,000 | 3,398,000 | 1,161,000 | ||||||||||||
Other | 90,719,000 | 58,212,000 | 64,873,000 | ||||||||||||
Depreciation and amortization | 268,243,000 | 232,961,000 | 216,321,000 | ||||||||||||
Impairment of long-lived assets | 5,544,000 | 1,702,000 | 3,149,000 | ||||||||||||
Operating costs and expenses | 3,022,988,000 | 2,709,843,000 | 2,520,318,000 | ||||||||||||
Operating income | 32,479,000 | 65,524,000 | 55,604,000 | 59,251,000 | 75,292,000 | 35,539,000 | 94,173,000 | 32,053,000 | 60,622,000 | 28,514,000 | 68,397,000 | 17,539,000 | 212,858,000 | 237,057,000 | 175,072,000 |
Other expense (income) | |||||||||||||||
Other expense (income) | (446,000) | 10,684,000 | (8,344,000) | ||||||||||||
Interest expense: | |||||||||||||||
Corporate borrowings | 110,731,000 | 96,857,000 | 111,072,000 | ||||||||||||
Capital and financing lease obligations | 10,806,000 | 9,231,000 | 9,867,000 | ||||||||||||
Equity in earnings of non-consolidated entities | (47,718,000) | (37,131,000) | (26,615,000) | ||||||||||||
Investment expense (income) | (10,154,000) | (6,115,000) | (8,145,000) | ||||||||||||
Total other expense | 63,219,000 | 73,526,000 | 77,835,000 | ||||||||||||
Earnings (loss) before income taxes | 149,639,000 | 163,531,000 | 97,237,000 | ||||||||||||
Income tax provision | 19,200,000 | 37,972,000 | 59,675,000 | 33,470,000 | |||||||||||
Earnings from continuing operations | $ 41,617,000 | $ 12,178,000 | $ 43,923,000 | $ 6,138,000 | 29,819,000 | 7,376,000 | 31,414,000 | (4,842,000) | 111,667,000 | 103,856,000 | 63,767,000 | ||||
Earnings (loss) from discontinued operations, net of income taxes | (21,000) | 334,000 | 313,000 | ||||||||||||
Net earnings | $ 28,973,000 | $ 30,436,000 | $ 23,967,000 | $ 28,291,000 | $ 29,819,000 | $ 7,376,000 | $ 31,393,000 | $ (4,508,000) | $ 111,667,000 | $ 103,856,000 | $ 64,080,000 | ||||
Basic earnings per share: | |||||||||||||||
Basic earnings from continuing operations per common share (in dollars per share) | $ 0.29 | $ 0.31 | $ 0.24 | $ 0.29 | $ 0.31 | $ 0.08 | $ 0.32 | $ (0.05) | $ 1.13 | $ 1.06 | $ 0.65 | ||||
Basic earnings from discontinued operations (in dollars per share) | 0.01 | ||||||||||||||
Basic earnings per share | $ 0.42 | $ 0.12 | $ 0.45 | $ 0.06 | 0.31 | 0.08 | 0.32 | (0.05) | $ 1.13 | $ 1.06 | $ 0.66 | ||||
Average shares outstanding-Basic | 98,838 | 97,963 | 97,506 | ||||||||||||
Diluted earnings per shares: | |||||||||||||||
Diluted earnings from continuing operations per common share (in dollars per share) | $ 0.29 | $ 0.31 | $ 0.24 | $ 0.29 | 0.30 | 0.08 | 0.32 | (0.05) | $ 1.13 | $ 1.06 | $ 0.65 | ||||
Diluted earnings from discontinued operations (in dollars per share) | 0.01 | ||||||||||||||
Diluted earnings per share | $ 0.42 | $ 0.12 | $ 0.45 | $ 0.06 | $ 0.30 | $ 0.08 | $ 0.32 | $ (0.05) | $ 1.13 | $ 1.06 | $ 0.66 | ||||
Average shares outstanding-Diluted | 98,872 | 98,029 | 97,700 | ||||||||||||
Dividends declared per basic and diluted common share (in dollars per share) | $ 0.80 | $ 0.80 | $ 0.60 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Comprehensive income | |||||||||||
Net earnings (loss) | $ 28,973 | $ 30,436 | $ 23,967 | $ 28,291 | $ 29,819 | $ 7,376 | $ 31,393 | $ (4,508) | $ 111,667 | $ 103,856 | $ 64,080 |
Unrealized foreign currency translation adjustment, net of tax | (3,881) | 1,372 | 978 | ||||||||
Pension and other benefit adjustments: | |||||||||||
Net loss arising during the period, net of tax | (293) | 166 | (13,543) | ||||||||
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 | 16 | (1,679) | (844) | ||||||||
Amortization of prior service credit reclassified into general and administrative: other, net of tax | (1,762) | (1,016) | |||||||||
Curtailment gain reclassified into general and administrative: other, net of tax | (7,239) | ||||||||||
Settlement gain reclassified into general and administrative: other, net of tax | (3) | (196) | |||||||||
Marketable securities: | |||||||||||
Unrealized net holding gain (loss) arising during the period, net of tax | 589 | (1,056) | 2,627 | ||||||||
Realized net (gain) loss reclassified into investment income, net of tax | (1,816) | (156) | (31) | ||||||||
Equity method investees' cash flow hedge: | |||||||||||
Unrealized net holding gain arising during the period, net of tax | (309) | (693) | (59) | ||||||||
Realized net loss reclassified into equity in earnings of non-consolidated entities, net of tax | 342 | 457 | 528 | ||||||||
Other comprehensive income (loss), net of tax | (5,355) | (10,040) | (11,360) | ||||||||
Total comprehensive income | $ 106,312 | $ 93,816 | $ 52,720 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and equivalents | $ 207,073,000 | $ 211,250,000 |
Receivables, net | 213,667,000 | 105,509,000 |
Other current assets | 262,903,000 | 97,608,000 |
Total current assets | 683,643,000 | 414,367,000 |
Property, net | 3,035,859,000 | 1,401,928,000 |
Intangible assets, net | 365,142,000 | 237,376,000 |
Goodwill | 3,932,960,000 | 2,406,691,000 |
Deferred tax asset | 90,445,000 | 126,198,000 |
Other long-term assets | 533,792,000 | 501,757,000 |
Total assets | 8,641,841,000 | 5,088,317,000 |
Current liabilities: | ||
Accounts payable | 501,761,000 | 313,025,000 |
Accrued expenses and other liabilities | 328,949,000 | 158,664,000 |
Deferred revenues and income | 277,237,000 | 221,679,000 |
Current maturities of corporate borrowings and capital and financing lease obligations | 81,243,000 | 18,786,000 |
Total current liabilities | 1,189,190,000 | 712,154,000 |
Corporate borrowings | 3,745,755,000 | 1,902,598,000 |
Capital and financing lease obligations | 609,359,000 | 93,273,000 |
Exhibitor services agreement | 359,279,000 | 377,599,000 |
Deferred tax liability | 20,962,000 | |
Other long-term liabilities | 706,562,000 | 462,626,000 |
Total liabilities | 6,631,107,000 | 3,548,250,000 |
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 December 31, 2016 ; 167,211 shares issued and 130,442 shares outstanding as of December 31, 2015) | 1,080,000 | 1,364,000 |
Stockholders' equity: | ||
Additional paid-in capital | 1,627,384,000 | 1,182,923,000 |
Treasury stock (36,769 shares as of December 31, 2016 and December 31, 2015, at cost) | (680,000) | (680,000) |
Accumulated other comprehensive income | (2,551,000) | 2,804,000 |
Accumulated earnings | 384,401,000 | 352,684,000 |
Total stockholders' equity | 2,009,654,000 | 1,538,703,000 |
Total liabilities and stockholders' equity | 8,641,841,000 | 5,088,317,000 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock value | 342,000 | 214,000 |
Class B Common Stock | ||
Stockholders' equity: | ||
Common stock value | $ 758,000 | $ 758,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 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) | 34,236,561 | 21,445,090 |
Common stock, shares outstanding (in shares) | 34,236,561 | 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 ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net earnings (loss) | $ 111,667 | $ 103,856 | $ 64,080 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
Depreciation and amortization | 268,243 | 232,961 | 216,321 |
Deferred income taxes | 34,091 | 51,660 | 32,430 |
Impairment of long-lived assets | 5,544 | 1,702 | 3,149 |
Gain on extinguishment of debt | (44) | (8,544) | |
Amortization of premium on corporate borrowings | 201 | 808 | 832 |
Amortization of deferred charges to interest expense | 6,129 | 3,480 | 2,664 |
Theatre and other closure expense | 5,204 | 5,028 | 9,346 |
Stock-based compensation | 4,855 | 10,480 | 11,293 |
Loss (gain) on dispositions | (2,400) | 281 | (630) |
Equity in earnings and losses from non-consolidated entities, net of distributions | (15,455) | (9,603) | (102) |
Landlord contributions | 125,139 | 83,346 | 59,518 |
Deferred rent | (33,741) | (24,533) | (18,056) |
Net periodic benefit cost (credit) | 730 | (18,208) | (3,418) |
Change in assets and liabilities, excluding acquisitions: | |||
Receivables | (56,750) | (1,428) | 308 |
Other assets | (29,133) | (2,835) | (4,282) |
Accounts payable | 21,490 | 41,362 | (13,692) |
Accrued expenses and other liabilities | (18,373) | (8,690) | (52,603) |
Other, net | 4,214 | (2,066) | (1,312) |
Net cash provided by operating activities | 431,655 | 467,557 | 297,302 |
Cash flows from investing activities: | |||
Capital expenditures | (421,713) | (333,423) | (270,734) |
Proceeds from disposition of long-term assets | 19,909 | 604 | 238 |
Investments in non-consolidated entities | (10,481) | (1,915) | (1,522) |
Other, net | (6,515) | (1,849) | 327 |
Net cash used in investing activities | (1,354,650) | (509,436) | (271,691) |
Cash flows from financing activities: | |||
Proceeds from issuance of Term Loan Due 2023 | 498,750 | ||
Proceeds from issuance of bridge loan due 2017 | 350,000 | ||
Proceeds from extension and modification of Term Loan due 2022 | 124,375 | ||
Repurchase of Senior Subordinated Notes due 2020 | (645,701) | ||
Borrowings under (repayments) Revolving Credit Facility | (75,000) | 75,000 | |
Repurchase of Senior Notes due 2019 | (639,728) | ||
Payments of Stock Issuance Costs | (763) | (281) | |
Repayments of Term Loan | (8,806) | (5,813) | (7,750) |
Principal payments under capital and financing lease obligations | (10,852) | (7,840) | (6,941) |
Principal payments under promissory note | (1,389) | (1,389) | (1,389) |
Principal amount of coupon payment under Senior Subordinated Notes due 2020 | (3,486) | (6,227) | |
Cash used to pay dividends | (79,627) | (78,608) | (58,504) |
Deferred financing costs | (65,877) | (21,252) | (7,952) |
Purchase of treasury stock | (92) | ||
Net cash provided by (used in) financing activities | 918,263 | 35,286 | (353,864) |
Effect of exchange rate changes on cash and equivalents | 555 | (363) | 5 |
Net increase (decrease) in cash and equivalents | (4,177) | (6,956) | (328,248) |
Cash and equivalents at beginning of period | 211,250 | 218,206 | 546,454 |
Cash and equivalents at end of period | 207,073 | 211,250 | 218,206 |
Cash paid during the period for: | |||
Interest (including amounts capitalized of $234, $203 and $315) | 105,380 | 103,913 | 113,578 |
Income taxes paid (refunded), net | 4,738 | 5,351 | 1,084 |
Schedule of non-cash investing and financing activities: | |||
Investment (See Note 5-Investments) | 76,101 | 2,137 | |
6.375% Senior Subordinated Notes due 2024 | |||
Cash flows from financing activities: | |||
Proceeds from issuance of Senior Subordinated Notes | 310,000 | ||
5.875% Senior Subordinated Notes due 2026 | |||
Cash flows from financing activities: | |||
Proceeds from issuance of Senior Subordinated Notes | 595,000 | ||
Senior Secured Note GBP 9.0 Percent Due 2018 [Member] | |||
Cash flows from financing activities: | |||
Payments of Senior Subordinated Notes | (380,678) | ||
Senior Secured Note 4.93 Percent Due 2018 [Member] | |||
Cash flows from financing activities: | |||
Payments of Senior Subordinated Notes | (212,495) | ||
5.75 % Senior Subordinated Notes due 2025 | |||
Cash flows from financing activities: | |||
Proceeds from issuance of Senior Subordinated Notes | 600,000 | ||
5.875% Senior Subordinated Notes due 2022 | |||
Cash flows from financing activities: | |||
Proceeds from issuance of Senior Subordinated Notes | $ 375,000 | ||
Odeon | |||
Cash flows from investing activities: | |||
Acquisition | (438,733) | ||
Carmike | |||
Cash flows from investing activities: | |||
Acquisition | (497,798) | ||
Starplex Cinemas | |||
Cash flows from investing activities: | |||
Acquisition | $ 681 | $ (172,853) |
CONSOLIDATED STATEMENTS OF CAS7
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
Interest, capitalized | $ 234 | $ 203 | $ 315 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY - USD ($) | Class A Common StockCommon StockCarmike | Class A Common StockCommon StockOdeon | Class A Common StockCommon Stock | Class A Common Stock | Class B Common StockCommon Stock | Class B Common Stock | Additional Paid-in CapitalCarmike | Additional Paid-in CapitalOdeon | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Earnings (Deficit) | Carmike | Odeon | Total |
Balance at the beginning of the period at Dec. 31, 2013 | $ 214,000 | $ 758,000 | $ 1,161,152,000 | $ (588,000) | $ 24,204,000 | $ 321,730,000 | $ 1,507,470,000 | ||||||||
Balance (in shares) at Dec. 31, 2013 | 21,412,804 | 75,826,927 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Net earnings (loss) | 64,080,000 | 64,080,000 | |||||||||||||
Other comprehensive income (loss) | (11,360,000) | (11,360,000) | |||||||||||||
Dividends declared | (58,729,000) | (58,729,000) | |||||||||||||
Deferred tax asset for dividend equivalents paid | 27,000 | 27,000 | |||||||||||||
Value of shares issued for stock based compensation | 11,293,000 | 11,293,000 | |||||||||||||
Stock based compensation (in shares) | 11,035 | ||||||||||||||
Purchase shares for treasury | $ (92,000) | 43,000 | (92,000) | (49,000) | |||||||||||
Balance at the end of the period at Dec. 31, 2014 | $ 214,000 | $ 758,000 | 1,172,515,000 | (680,000) | 12,844,000 | 327,081,000 | 1,512,732,000 | ||||||||
Balance (in shares) at Dec. 31, 2014 | 21,423,839 | 75,826,927 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Net earnings (loss) | 103,856,000 | 103,856,000 | |||||||||||||
Other comprehensive income (loss) | (10,040,000) | (10,040,000) | |||||||||||||
Dividends declared | (78,548,000) | (78,548,000) | |||||||||||||
Deferred tax asset for dividend equivalents paid | 268,000 | 268,000 | |||||||||||||
RSUs surrendered to pay for payroll taxes | (107,000) | (107,000) | |||||||||||||
Value of shares issued for stock based compensation | 10,480,000 | 10,480,000 | |||||||||||||
Stock based compensation (in shares) | 15,312 | ||||||||||||||
Adoption of ASU No. 2016-09 | (295,000) | 295,000 | |||||||||||||
Reclassification from temporary equity | 62,000 | 62,000 | |||||||||||||
Reclassification from temporary equity (in shares) | 5,939 | ||||||||||||||
Balance at the end of the period at Dec. 31, 2015 | $ 214,000 | $ 758,000 | 1,182,923,000 | (680,000) | 2,804,000 | 352,684,000 | 1,538,703,000 | ||||||||
Balance (in shares) at Dec. 31, 2015 | 21,445,090 | 21,445,090 | 75,826,927 | 75,826,927 | |||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Net earnings (loss) | 111,667,000 | 111,667,000 | |||||||||||||
Other comprehensive income (loss) | (5,355,000) | (5,355,000) | |||||||||||||
Dividends declared | (79,950,000) | (79,950,000) | |||||||||||||
RSUs surrendered to pay for payroll taxes | (472,000) | (472,000) | |||||||||||||
Value of shares issued for stock based compensation | $ 1,000 | 4,855,000 | 4,856,000 | ||||||||||||
Stock based compensation (in shares) | 38,000 | ||||||||||||||
Reclassification from temporary equity | 284,000 | 284,000 | |||||||||||||
Reclassification from temporary equity (in shares) | 27,197 | ||||||||||||||
Wanda capital contribution | 10,000,000 | 10,000,000 | |||||||||||||
Issuance of common stock related to acquisition | $ 82,000 | $ 45,000 | $ 273,420,000 | $ 156,374,000 | $ 273,502,000 | $ 156,419,000 | |||||||||
Shares issued for acquisition | 8,189,808 | 4,536,466 | |||||||||||||
Balance at the end of the period at Dec. 31, 2016 | $ 342,000 | $ 758,000 | $ 1,627,384,000 | $ (680,000) | $ (2,551,000) | $ 384,401,000 | $ 2,009,654,000 | ||||||||
Balance (in shares) at Dec. 31, 2016 | 34,236,561 | 34,236,561 | 75,826,927 | 75,826,927 |
THE COMPANY AND SIGNIFICANT ACC
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES | |
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES 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 located in the United States and Europe. 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 December 31, 2016, Wanda owned approximately 68.83% of Holdings’ outstanding common stock and 86.88% 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. Initial Public Offering of Holdings: On December 23, 2013, Holdings completed its initial public offering (“IPO”) of 18,421,053 shares of Class A common stock at a price of $18.00 per share. In connection with the IPO, the underwriters exercised in full their option to purchase an additional 2,631,579 shares of Class A common stock. As a result, the total IPO size was 21,052,632 shares of Class A common stock and the net proceeds to Holdings were approximately $355,299,000 after deducting underwriting discounts, commissions and offering expenses. 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) Fair value of acquired assets and liabilities, and (5) Gift card and exchange ticket income. Actual results could differ from those estimates. Principles of Consolidation: The consolidated financial statements include the accounts of Holdings and all subsidiaries, as discussed above. 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 comprehensive income for the periods presented are attributable to controlling interests. The Company manages its business under two reportable segments for its theatrical exhibition operations, U.S. markets and International markets. Discontinued Operations: The results of operations for the Company’s discontinued operations have been eliminated from the Company’s continuing operations and classified as discontinued operations for each period presented within the Company’s Consolidated Statements of Operations. Revenues: Revenues are recognized when admissions and food and beverage sales are received at the theatres and are reported net of sales tax. The Company defers 100% of the revenue associated with the sales of gift cards and exchange tickets until such time as the items are redeemed or income from non-redemption is recorded. The Company recognizes income from non-redeemed or partially redeemed gift cards using the Proportional Method where it applies a non-redemption rate for its four gift card sales channels, which ranges from 13% to 20% of the current month sales, and the Company recognizes the total amount of income for that current month’s sales as income over the next 24 months in proportion to the pattern of actual redemptions. The Company has determined its non-redeemed rates and redemption patterns using data accumulated over ten years on a company-wide basis. Income for non-redeemed exchange tickets continues to be recognized as the redemption of these items is determined to be remote, that is if a ticket has not been used within 18 months after being purchased. During the years ended December 31, 2016, December 31, 2015, and December 31, 2014, the Company recognized $22,994,000, $22,879,000, and $21,347,000, of income, respectively, related to the derecognition of gift card liabilities, which was recorded in other theatre revenues in the Consolidated Statements of Operations. During the years ended December 31, 2016, December 31, 2015, and December 31, 2014, the Company recognized $13,647,000, $12,079,000, and $11,710,000 of income, respectively, related to the derecognition of exchange ticket liabilities, which was recorded in other theatre revenues in the Consolidated Statements of Operations. Film Exhibition Costs: Film exhibition costs are accrued based on the applicable box office receipts and estimates of the final settlement to the film licenses. Film exhibition costs include certain advertising costs. As of December 31, 2016 and December 31, 2015, the Company recorded film payables of $203,588,000 and $131,690,000, respectively, and which are included in accounts payable in the accompanying Consolidated Balance Sheets. Food and Beverage Costs: The Company records rebate payments from vendors as a reduction of food and beverage costs when earned. Screen Advertising: On March 29, 2005, the Company and Regal Entertainment Group (“Regal”) combined their respective cinema screen advertising businesses into a joint venture company called National CineMedia, LLC (“NCM”) and on July 15, 2005, Cinemark Holdings, Inc. (“Cinemark”) joined NCM. The Company, Regal and Cinemark are known as the “Founding Members.” NCM engages in the marketing and sale of cinema advertising and promotions products, business communications and training services. The Company records its share of on-screen advertising revenues generated by NCM in other theatre revenues. Customer Frequency Program: AMC Stubs ® is a customer loyalty program which allows members to earn rewards, receive discounts and participate in exclusive members-only offerings and services. In July 2016, the Company completed a national relaunch of its AMC Stubs ® loyalty program featuring both a traditional paid tier called AMC Stubs Premiere TM and a new non-paid tier called AMC Stubs Insider TM . Both programs reward loyal guests for their patronage of AMC Theatres. The AMC Stubs Insider TM tier rewards guests for simply coming to the movies, and benefits include free refills on certain food items, discount ticket offers, a birthday gift and 20 reward points earned for every dollar spent. For a $15 annual membership fee, AMC Stubs Premiere TM members enjoy express service with specially marked shorter lines at the box office and concession stand, free size upgrades on certain food and beverage items, discount ticket offers, a birthday gift, discounted online ticketing fees and 100 reward points for every dollar spent. Some of the rewards earned are redeemable on future purchases at AMC locations. Once an AMC Stubs Premiere TM or AMC Stubs Insider TM member accumulates 5,000 points they will earn a $5 virtual reward. The portion of the admissions and food and beverage revenues attributed to the rewards is deferred as a reduction of admissions and food and beverage revenues and is allocated between admissions and food and beverage revenues based on expected member redemptions. Upon redemption, deferred rewards are recognized as revenues along with associated cost of goods. Converted rewards not redeemed within 9 months are forfeited and recognized as admissions or food and beverage revenues. Progress rewards (member expenditures toward converted or earned rewards) for expired memberships are forfeited based upon specified periods of inactivity of the membership and recognized as admissions or food and beverage revenues. The program's annual membership fee is deferred, net of estimated refunds, and is recognized ratably over the one-year membership period. Advertising Costs: The Company expenses advertising costs as incurred and does not have any direct-response advertising recorded as assets. Advertising costs were $10,083,000, $10,316,000, and $10,317,000, for the years ended December 31, 2016, December 31, 2015, and December 31, 2014, respectively, and are recorded in operating expense in the accompanying Consolidated Statements of Operations. Cash and Equivalents: All highly liquid debt instruments and investments purchased with an original maturity of three months or less are classified as cash equivalents. Intangible Assets: Intangible assets are recorded at fair value, in the case of intangible assets resulting from the acquisition of Holdings by Wanda on August 30, 2012 and other theatre acquisitions, and are comprised of amounts assigned to theatre leases acquired under favorable terms, management contracts, a contract with an equity method investee, and a non-compete agreement, each of which are being amortized on a straight- line basis over the estimated remaining useful lives of the assets, and trademark and trade names, which are considered either definite or indefinite lived intangible assets. Indefinite lived intangible assets are not amortized but rather evaluated for impairment annually. The Company first assesses the qualitative factors to determine whether the existence of events and circumstances indicate that it is more likely than not the fair value of an indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test. For the year ended December 31, 2015, the Company recorded an intangible asset impairment charge of $839,000 related to a favorable lease for one theatre with six screens. There were no intangible asset impairment charges incurred during the years ended December 31, 2016 and December 31, 2014. Investments: The Company accounts for its investments in non-consolidated entities using either the cost or equity methods of accounting as appropriate, and has recorded the investments within other long-term assets in its Consolidated Balance Sheets. Equity earnings and losses are recorded when the Company’s ownership interest provides the Company with significant influence. The Company follows the guidance in ASC 323-30-35-3, which prescribes the use of the equity method for investments where the Company has significant influence. The Company classifies gains and losses on sales of investments or impairments accounted for using the cost method in investment income. Gains and losses on cash sales are recorded using the weighted average cost of all interests in the investments. Gains and losses related to non-cash negative common unit adjustments are recorded using the weighted average cost of those units in NCM. See Note 5 - Investments for further discussion of the Company’s investments in NCM. As of December 31, 2016, the Company holds equity method investments comprised of a 17.4% interest in NCM, a joint venture that markets and sells cinema advertising and promotions; a 16.1% interest in SV Holdco LLC (“SV Holdco”) Class C units and a 0.7% interest in SV Holdco Class A units, a joint venture that markets and sells cinema advertising and promotions through Screenvision; a 50% interest in Digital CineMedia Ltd. (“DCM”), a joint venture that provides advertising services in International markets; a 32% interest in AC JV, LLC (“AC JV”), a joint venture that owns Fathom Events offering alternative content for motion picture screens; a 29% interest in Digital Cinema Implementation Partners LLC (“DCIP”), a joint venture charged with implementing digital cinema in the Company’s theatres; a 14.6% interest in Digital Cinema Distribution Coalition, LLC (“DCDC”), a satellite distribution network for feature films and other digital cinema content; a 50% ownership interest in five U.S. motion picture theatres and one IMAX ® screen; and a 50% ownership interest in Open Road Releasing, LLC, operator of Open Road Films, LLC (“Open Road Films”), a motion picture distribution and production company. Goodwill: Goodwill represents the excess of purchase price over fair value of net tangible and identifiable intangible assets related to the acquisition of Holdings by Wanda on August 30, 2012 and subsequent theatre business acquisitions. The Company is not required to amortize goodwill as a charge to earnings; however, the Company is required to conduct an annual review of goodwill for impairment. The Company’s recorded goodwill was $3,932,960,000 and $2,406,691,000 as of December 31, 2016 and December 31, 2015, respectively. The Company evaluates goodwill and its indefinite-lived trademark and trade names for impairment annually as of the beginning of the fourth quarter or more frequently as specific events or circumstances dictate. The Company’s goodwill is recorded in each of its two reportable segments for its theatrical exhibition operations, U.S. markets and International markets. The Company performed its annual impairment analysis during the fourth quarter of calendar 2016 and the fourth quarter of calendar 2015, and reached a determination that there was no goodwill or trademark and trade name impairment. According to Accounting Standards Codification (“ASC”) 350-20, the Company has an option to first assess the qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. During the fourth quarter of calendar 2016 and the fourth quarter of calendar 2015, the Company assessed qualitative factors and reached a determination that it is not more likely than not that the fair value of the Company’s reporting unit is less than its carrying value, and therefore, no impairment charge was incurred. Other Long-term Assets : Other long-term assets are comprised principally of investments in partnerships and joint ventures, costs incurred in connection with the Company’s line-of-credit revolving credit arrangement, which is being amortized to interest expense using the effective interest rate method over the respective life of the issuance, and capitalized computer software, which is amortized over the estimated useful life of the software. See Note 6 – Supplemental Balance Sheet Information. Accounts Payable: Under the Company’s cash management system, checks issued but not presented to banks frequently result in book overdraft balances for accounting purposes and are classified within accounts payable in the balance sheet. The change in book overdrafts are reported as a component of operating cash flows for accounts payable as they do not represent bank overdrafts. The amount of these checks included in accounts payable as of December 31, 2016 and December 31, 2015 was $60,266,000 and $42,751,000, respectively. Leases: The majority of the Company’s operations are conducted in premises occupied under lease agreements with initial base terms ranging generally from 12 to 15 years, with certain leases containing options to extend the leases for up to an additional 20 years. The Company typically does not believe that exercise of the renewal options are reasonably assured at the inception of the lease agreements and, therefore, considers the initial base term as the lease term. Lease terms vary but generally the leases provide for fixed and escalating rentals, contingent escalating rentals based on the Consumer Price Index not to exceed certain specified amounts and contingent rentals based on revenues. The Company records rent expense for its operating leases on a straight-line basis over the initial base lease term commencing with the date the Company has “control and access” to the leased premises, which is generally a date prior to the “lease commencement date” in the lease agreement. Rent expense related to any “rent holiday” is recorded as operating expense, until construction of the leased premises is complete and the premises are ready for their intended use. Rent charges upon completion of the leased premises subsequent to the date the premises are ready for their intended use are expensed as a component of rent expense. The Company often receives contributions from landlords for renovations at existing locations. The Company records the amounts received from landlords as deferred rent and amortizes the balance as a reduction to rent expense over the base term of the lease agreement. The Company evaluates the classification of its leases following the guidance in ASC 840-10-25. Leases that qualify as capital leases are recorded at the present value of the future minimum rentals over the base term of the lease using the Company’s incremental borrowing rate. Capital lease assets are assigned an estimated useful life at the inception of the lease that generally corresponds with the base term of the lease. Occasionally, the Company or other theatre operators it has acquired are responsible for the construction of new leased theatres and for paying project costs that are in excess of an agreed upon amount to be reimbursed from the developer. ASC 840-40-05-5 requires the Company to be considered the owner (for accounting purposes) of these types of projects during the construction period and therefore it is required to account for these projects as sale and leaseback transactions. As a result, the Company has recorded financing lease obligations for failed sale leaseback transactions of $533,573,000 and $74,898,000 in its Consolidated Balance Sheets related to these types of projects as of December 31, 2016 and December 31, 2015, respectively. Sale and Leaseback Transactions: The Company accounts for the sale and leaseback of real estate assets in accordance with ASC 840-40. Losses on sale leaseback transactions are recognized at the time of sale if the fair value of the property sold is less than the net book value of the property. Gains on sale and leaseback transactions are deferred and amortized over the remaining lease term. Impairment of Long-lived Assets: The Company reviews long-lived assets, including definite-lived intangibles, investments in non-consolidated equity method investees, and internal use software for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be fully recoverable. The Company identifies impairments related to internal use software when management determines that the remaining carrying value of the software will not be realized through future use. The Company reviews internal management reports on a quarterly basis as well as monitors current and potential future competition in the markets where it operates for indicators of triggering events or circumstances that indicate potential impairment of individual theatre assets. The Company evaluates theatres using historical and projected data of theatre level cash flow as its primary indicator of potential impairment and considers the seasonality of its business when making these evaluations. The Company performs its impairment analysis quarterly. Under these analyses, if the sum of the estimated future cash flows, undiscounted and without interest charges, are less than the carrying amount of the asset group, an impairment loss is recognized in the amount by which the carrying value of the asset exceeds its estimated fair value. Assets are evaluated for impairment on an individual theatre basis, which management believes is the lowest level for which there are identifiable cash flows. The impairment evaluation is based on the estimated cash flows from continuing use until the expected disposal date for the fair value of furniture, fixtures and equipment. The expected disposal date does not exceed the remaining lease period unless it is probable existing renewal options will be exercised and may be less than the remaining lease period when the Company does not expect to operate the theatre to the end of its lease term. The fair value of assets is determined as either the expected selling price less selling costs (where appropriate) or the present value of the estimated future cash flows. The fair value of furniture, fixtures and equipment has been determined using similar asset sales, in some instances with the assistance of third party valuation studies and using management judgment. There is considerable management judgment necessary to determine the estimated future cash flows and fair values of the Company’s theatres and other long-lived assets, and, accordingly, actual results could vary significantly from such estimates, which fall under Level 3 within the fair value measurement hierarchy, see Note 14 - Fair Value Measurements. Impairment losses in the Consolidated Statements of Operations are included in the following captions: Year Year Year Ended Ended Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Impairment of long-lived assets $ $ $ During calendar 2016, the Company recognized an impairment loss of $5,544,000 on two theatres with 22 screens, which was related to property, net. During calendar 2015, the Company recognized an impairment loss of $1,702,000 on three theatres with 15 screens, which was related to property, net of $863,000, and intangible assets, net of $839,000. During calendar 2014, the Company recognized an impairment loss of $3,149,000 on eight theatres with 94 screens, which was related to property, net. Foreign Currency Translation: Operations outside the United States are generally measured using the local currency as the functional currency. Assets and liabilities are translated at the rates of exchange at the balance sheet date. Income and expense items are translated at average rates of exchange. The resultant translation adjustments are included in foreign currency translation adjustment, a separate component of accumulated other comprehensive income. Gains and losses from foreign currency transactions, except those intercompany transactions of a long-term investment nature, and the Company’s £250 million, 6.375% Senior Subordinated Notes due 2024, which have been designated as a non-derivative net investment hedge of the Company’s investment in Odeon and UCI Cinemas Holdings Limited (“Odeon”) are included in net earnings. If the Company substantially liquidates its investment in a foreign entity, any gain or loss on currency translation balance recorded in accumulated other comprehensive income is recognized as part of a gain or loss on disposition. Income and Operating Taxes: The Company accounts for income taxes in accordance with ASC 740-10. Under ASC 740-10, deferred income tax effects of transactions reported in different periods for financial reporting and income tax return purposes are recorded by the asset and liability method. This method gives consideration to the future tax consequences of deferred income or expense items and recognizes changes in income tax laws in the period of enactment. The statement of operations effect is generally derived from changes in deferred income taxes on the balance sheet. Holdings and its domestic subsidiaries file a consolidated U.S. federal income tax return and combined income tax returns in certain state jurisdictions. Foreign subsidiaries file income tax returns in foreign jurisdictions. Income taxes are determined based on separate Company computations of income or loss. Tax sharing arrangements are in place and utilized when tax benefits from affiliates in the consolidated group are used to offset what would otherwise be taxable income generated by Holdings or another affiliate. Casualty Insurance: The Company is self-insured for general liability up to $1,000,000 per occurrence and carries a $500,000 deductible limit per occurrence for workers compensation claims. The Company utilizes actuarial projections of its ultimate losses to calculate its reserves and expense. The actuarial method includes an allowance for adverse developments on known claims and an allowance for claims which have been incurred but which have not yet been reported. As of December 31, 2016 and December 31, 2015, the Company recorded casualty insurance reserves of $23,435,000 and $19,973,000 , respectively, net of estimated insurance recoveries. The Company recorded expenses related to general liability and workers compensation claims of $15,617,000, of $18,487,000, and $16,329,000 for the years ended December 31, 2016, December 31, 2015, and December 31, 2014, respectively. Other Expense (Income): The following table sets forth the components of other expense (income): Year Year Year Ended Ended Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Gain on redemption of 8.75% Senior Fixed Rate Notes due 2019 $ — $ — $ Loss on modification of Senior Secured Credit Facility-Term loan 2022 — — Loss on redemption of 9.75% Senior Subordinated Notes due 2020 — — Business interruption insurance recoveries — — Miscellaneous — Other expense (income) $ $ $ Policy for Consolidated Statements of Cash Flows: The Company considers the amount recorded for corporate borrowings issued or acquired at a premium above the stated principal balance to be part of the amount borrowed and classifies the related cash inflows and outflows up to but not exceeding the borrowed amount as financing activities in its Consolidated Statements of Cash Flows. For amounts borrowed in excess of the stated principal amount, a portion of the semi-annual coupon payment is considered to be a repayment of the amount borrowed and the remaining portion of the semi-annual coupon payment is an interest payment flowing through operating activities based on the level yield to maturity of the debt. 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 year ended December 31, 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) Originally As Adopted Additional paid-in capital $ $ Accumulated earnings New Accounting Pronouncements: In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard is effective for the Company on January 1, 2019, with early adoption permitted. The Company has not yet decided whether it will early adopt the new standard. A modified retrospective transition approach is required for leases existing at, or entered into after the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company expects that this standard will have a material effect on its financial statements. While the Company is continuing to assess the effect of adoption, the Company currently believes the most significant changes relate to (1) the recognition of new ROU assets and lease liabilities on our balance sheet for theatres subject to operating leases; (2) the derecognition of existing assets and liabilities for certain sale-leaseback transactions (including those arising from build-to-suit lease arrangements for which construction is complete and the Company is leasing the constructed asset) that currently do not qualify for sale accounting; and (3) the derecognition of existing assets and liabilities for certain assets under construction in build-to-suit lease arrangements that the Company will lease when construction is complete. The Company does not expect a significant change in our leasing activity between now and adoption. The Company expects to elect all of the standard’s available practical expedients on adoption. However, the Company has not quantified the effects of these expected changes from the new standard. 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 a retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements including the Company’s Exhibitor’s Services Agreement with NCM, its customer frequency program, gift card and exchange ticket income and other ancilliary or contractual revenues. The Company believes its Exhibitor’s Services Agreement with NCM includes a significant financing component and expects that as a result advertising revenues will increase significantly with a similar offsetting increase in interest expense. The Company has selected the cumulative effect transition method, and expects to adopt in the first quarter of 2018. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350). ASU 2017-04 simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual, or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendment should be applied on a prospective basis. ASU 2017-04 is effective for fiscal years beginning after December 15, 2 |
ACQUISITION
ACQUISITION | 12 Months Ended |
Dec. 31, 2016 | |
ACQUISITION | |
ACQUISITION | NOTE 2 – ACQUISITIONS Odeon and UCI Cinemas Holdings Limited. On November 30, 2016, the Company completed the acquisition of Odeon and UCI Cinemas Holdings Limited. (“Odeon”) for £510,423,000 ($637,073,000) comprised of cash of £384,847,000 ($480,338,000) and 4,536,466 shares of the Company’s Class A common stock with a fair value of £125,576,000 ($156,735,000) based on a closing share price of $34.55 per share on November 29, 2016. The amounts set forth above are based on a GBP/USD exchange rate of approximately 1.25 on November 30, 2016. Odeon operates 244 theatres and 2,243 screens in four major markets: United Kingdom, Spain, Italy, and Germany; and three smaller markets: Austria, Portugal and Ireland. The acquisition is being treated as a purchase in accordance with ASC 805, Business Combinations, which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transaction. The allocation of purchase price is based on management’s judgment after evaluating several factors, including a preliminary valuation assessment. Because the values assigned to assets acquired and liabilities assumed are based on preliminary estimates of fair value available as of the date of this Annual Report on Form 10-K, amounts may be adjusted during the measurement period of up to twelve months from the date of acquisition as further information becomes available. Any changes in the fair values of assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. The allocation of purchase price is preliminary and subject to changes as an appraisal of tangible and intangible assets and liabilities including working capital are finalized, purchase price adjustments are completed and additional information regarding the tax bases of assets and liabilities at the acquisition date becomes available. The following is a summary of a preliminary allocation of the purchase price: (In thousands) Total Cash $ Receivables Other current assets Property (1) Intangible assets (2) Goodwill (3) Deferred tax asset Other long-term assets Accounts payable Accrued expenses and other liabilities Deferred revenues and income 9% Senior Secured Note GBP due 2018 4.93% Senior Secured Note EUR due 2018 Capital lease and financing lease obligations (5) Deferred tax liability Other long-term liabilities (4) Total estimated purchase price $ (1) Amounts recorded for property include land, buildings, capital lease assets, leasehold improvements, furniture, fixtures and equipment. (2) Amounts recorded for intangible assets include favorable leases, management agreements and a trade name. See Note 4 - Goodwill and Intangible Assets for additional information. (3) Amounts recorded for goodwill are not expected to be deductible for tax purposes. (4) Amounts recorded for other long-term liabilities include unfavorable leases of $48,300,000. (5) Including current portion of $26,549,000. The preliminary 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 that the Company is still reviewing. During the year ended December 31, 2016, the Company incurred acquisition-related costs for Odeon of approximately $20,892,000, which were included in general and administrative expense: merger, acquisition and transaction costs in the Consolidated Statements of Operations. Carmike Cinemas, Inc. On December 21, 2016, the Company completed the acquisition of Carmike Cinemas, Inc. (“Carmike”) for $858,240,000 comprised of cash of $584,291,000 and 8,189,808 shares of the Company’s Class A common stock with a fair value of $273,949,000 (based on a closing share price of $33.45 per share on December 20, 2016). The Company also assumed debt of $230,000,000 aggregate principal amount of 6.00% Senior Secured Notes due June 15, 2023 (the “Senior Secured Notes due 2023”). Carmike operates 271 theatres and 2,923 screens located in 41 states. The acquisition is being treated as a purchase in accordance with ASC 805, Business Combinations, which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transaction. The allocation of purchase price is based on management’s judgment after evaluating several factors, including a preliminary valuation assessment. Because the values assigned to assets acquired and liabilities assumed are based on preliminary estimates of fair value available as of the date of this Annual Report on Form 10-K, amounts may be adjusted during the measurement period of up to twelve months from the date of acquisition as further information becomes available. Any changes in the fair values of assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. The allocation of purchase price is preliminary and subject to changes as an appraisal of tangible and intangible assets and liabilities including working capital are finalized, purchase price adjustments are completed and additional information regarding the tax bases of assets and liabilities at the acquisition date becomes available. The following is a summary of a preliminary allocation of the purchase price: (In thousands) Total 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 6% Senior Secured Notes due 2023 Capital and financing lease obligations (5) Other long-term liabilities (4) Total estimated purchase price $ (1) Amounts recorded for property includes land, buildings, capital lease assets, leasehold improvements, furniture, fixtures and equipment. Amounts include $17,238,000 classified as available for sale in other current assets in the Company’s Consolidated Balance Sheets. (2) Amounts recorded for intangible assets include favorable lease and trade name. See Note 4 - Goodwill and Intangible Assets for additional information. (3) Amounts recorded for goodwill are not expected to be deductible for tax purposes. (4) Amounts recorded for other long-term liabilities include unfavorable leases of $50,379,000. (5) Including current portion of $30,365,000. The preliminary 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 that the Company is still reviewing. During the year ended December 31, 2016, the Company incurred acquisition-related costs for Carmike of approximately $25,350,000, which were included in general and administrative expense: merger, acquisition and transaction costs in the Consolidated Statements of Operations. Department of Justice Final Judgment - In connection with the acquisition of Carmike the Company entered into a Final Judgment with the United States Department of Justice (“DOJ”) on March 7, 2017, pursuant to which the Company agreed to take certain actions to enable it to complete its acquisition of Carmike, including divest 17 movie theatres (and certain related assets) in the 15 local markets where the Company and Carmike are direct competitors to one or more acquirers acceptable to the DOJ; establish firewalls to ensure the Company does not obtain National Cinemedia, LLC’s (“NCM”), Screenvision’s or other exhibitors competitively sensitive information; relinquish seats on NCM’s board of directors and all other NCM governance rights; and transfer 24 theatres comprising 384 screens (which represent less than 2% of NCM’s total network) to the Screenvision network. This includes five Carmike theatres that implemented the Screenvision network prior to completion of the Carmike acquisition, an AMC theatre required to extended its existing term with the Screenvision network, and an AMC theatre that was also included in the divestitures. The settlement agreement also requires the Company to divest the majority of its equity interests in National Cinemedia, Inc. (“NCMI”) and NCM LLC (so that by June 20, 2019, it owns no more than 4.99% of NCM’s outstanding equity interests per the following schedule: (i) on or before December 20, 2017, AMC must own no more than 15% of NCM’s outstanding equity interests; (ii) on or before December 20, 2018, AMC must own no more than 7.5% of NCM’s outstanding equity interests; and (iii) on or before June 20, 2019, AMC must own no more than 4.99% of NCM’s outstanding equity interests. In addition, in accordance with the terms of the settlement, effective December 20, 2016, Craig R. Ramsey, executive vice president and Chief Financial Officer of the Company, resigned his position as a member of the Board of Directors of National CineMedia, Inc. NCM Agreement On March 9, 2017, the Company reached an agreement with NCM to implement the requirements of the final judgment entered in connection with the DOJ approval of the Carmike transaction. Pursuant to the agreement, The Company will receive approximately 18,400,000 NCM common units related to annual attendance at the Carmike theatres. Because the Carmike theatres were subject to a pre-existing agreement with a third party and will not receive advertising services from NCM, the Company will be obligated to make quarterly payments to NCM reflecting the estimated value of the advertising services at the Carmike theatres as if NCM had provided such services. The quarterly payments will continue until the earlier of (i) the date the theatres are transferred to the NCM network or (ii) expiration of the Exhibitors Services Agreement (“ESA”) with NCM. All calculations will be made pursuant to the terms of the existing ESA and Common Unit Adjustment Agreement with NCM. With regard to the existing AMC theatres on the NCM network that are required under the final judgment to be transferred to another advertising provider, the Company will return approximately 2,850,000 NCM common units to NCM, calculated under the Common Unit Adjustment Agreement as if such theatres had been disposed of on March 3, 2017. The Company is not obligated to make quarterly payments with respect to the transferred theatres. In addition, the Company will return 1,800,000 additional NCM common units (valued at approximately $25,000,000) in exchange for a waiver of exclusivity by NCM as to the required transferred theatres for the term of the final judgment, which is expected to be expensed as General and administrative: Merger, acquisition and transaction costs when the common units are returned to NCM. As a result of the agreement, the Company will receive approximately 13,750,000 net additional NCM common units, valued at approximately $175,038,000 based on the market price of NCM, Inc. stock on March 8, 2017. Due to the structure of the transactions, the Company will no longer anticipate recognizing taxable gain upon the receipt of the new NCM common units. The Company has also agreed to reimburse NCM up to $1,000,000 for expenses related to the negotiation of this agreement. Pro Forma Results of Operations (Unaudited) The following selected comparative unaudited pro forma results of operation information for the years ended December 31, 2016 and December 31, 2015 assumes that the Odeon and Carmike acquisitions occurred at the beginning of 2015, and reflects the full results of operations for the years presented. The pro forma results have been prepared for comparative purposes only and do not purport to indicate the results of operations which would actually have occurred had the combination been in effect on the dates indicated, or which may occur in the future. These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Carmike and Odeon to reflect the preliminary fair value adjustments to property and equipment and financing obligations. The pro forma financial information presented includes the effects of adjustments related to preliminary values assigned to long-lived assets, including depreciation charges from acquired property and equipment, interest expense and incremental shares issued from financing the acquisitions and the related income tax effects and the elimination of Carmike and AMC historical revenues and expenses for theatres in markets that must be divested as discussed above. Pro Forma Year Ended December 31, (In thousands) 2016 2015 Revenues $ $ Operating income $ $ Net earnings (loss) $ $ Income (loss) per share: Basic $ $ Diluted $ $ Starplex Cinemas 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 operates 33 theatres with 346 screens in small and mid-size markets in 12 states, which further complements the Company’s U.S. markets segment. 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 was treated as a purchase in accordance with ASC 805, Business Combinations, which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transaction. The allocation of purchase price was based on management’s judgment after evaluating several factors, including the valuation assessment. The Company finalized the appraisals for both tangible and intangible assets and liabilities during the fourth quarter of calendar 2016. The following is a summary of the allocation of the purchase price: (In thousands) December 31, 2015 Changes December 31, 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 purchase price $ $ $ (1) Amounts recorded for property includes 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 two unfavorable leases. 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. During the years ended December 31, 2016 and December 31, 2015, the Company incurred acquisition-related costs for Starplex Cinemas of approximately $1,503,000 and $1,534,000, which were included in general and administrative expense: merger, acquisition and transaction costs in the Consolidated Statements of Operations. The Company’s operating results for the year ended December 31, 2015 were not materially impacted by this acquisition and, therefore, pro forma financial information has not been presented. In connection with the acquisition of Starplex Cinemas, the Company classified two Starplex Cinemas theatres with 22 screens as held for sale during the year ended 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. |
PROPERTY
PROPERTY | 12 Months Ended |
Dec. 31, 2016 | |
PROPERTY | |
PROPERTY | NOTE 3 – PROPERTY A summary of property is as follows: (In thousands) December 31, 2016 December 31, 2015 Property owned: Land $ $ Buildings and improvements Leasehold improvements Furniture, fixtures and equipment Less: accumulated depreciation and amortization Property leased under capital leases: Building and improvements Less: accumulated depreciation and amortization $ $ Property is recorded at cost or fair value, in the case of property resulting from acquisitions. The Company uses the straight-line method in computing depreciation and amortization for financial reporting purposes. The estimated useful lives for leasehold improvements and buildings subject to a ground lease reflect the shorter of the expected useful lives of the assets or the base terms of the corresponding lease agreements plus renewal options expected to be exercised for these leases for assets placed in service subsequent to the lease inception. The estimated useful lives are as follows: Buildings and improvements 5 to 45 years Leasehold improvements 1 to 20 years Furniture, fixtures and equipment 1 to 11 years Expenditures for additions (including interest during construction) and betterments are capitalized, and expenditures for maintenance and repairs are charged to expense as incurred. The cost of assets retired or otherwise disposed of and the related accumulated depreciation and amortization are eliminated from the accounts in the year of disposal. Gains or losses resulting from property disposals are included in operating expense in the accompanying Consolidated Statements of Operations. Depreciation expense was $239,944,000, $210,326,000 and $194,930,000, for the year ended December 31, 2016, December 31, 2015 and December 31, 2014, respectively. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 4 – GOODWILL AND INTANGIBLE ASSETS Activity of goodwill is presented below: U.S. International (In thousands) Markets Markets Total Balance as of December 31, 2014 $ $ — $ Acquisition of Starplex Cinemas — Balance as of December 31, 2015 — Acquisition of Odeon Cinemas — Acquisition of Carmike Cinemas — Adjustments to Starplex Cinemas — Currency translation adjustment — Balance as of December 31, 2016 $ $ $ Detail of other intangible assets is presented below: December 31, 2016 December 31, 2015 Gross Gross Remaining Carrying Accumulated Carrying Accumulated (In thousands) Useful Life Amount Amortization Amount Amortization Amortizable Intangible Assets: Favorable leases 1 to 42 years $ $ $ $ Management contracts and franchise rights 1 to 9 years Non-compete agreement 4 years — Starplex trade name 10 years — Carmike trade name 7 years — — NCM tax receivable agreement 20 years Total, amortizable $ $ $ $ Unamortized Intangible Assets: AMC trademark $ $ Starplex trade name — Odeon trade names — Total, unamortizable $ $ Amortization expense associated with the intangible assets noted above is as follows: Year Year Year Ended Ended Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Recorded amortization $ $ $ Estimated annual amortization for the next five calendar years for intangible assets is projected below: (In thousands) 2017 2018 2019 2020 2021 Projected annual amortization $ $ $ $ $ Additional information for Odeon amortizable intangible assets acquired on November 30, 2016 is presented below: Weighted Average Gross (In thousands) Amortization Period Carrying Amount Odeon Acquired Intangible Assets: Amortizable Intangible Assets: Favorable leases 18.3 years $ Management contracts 7.4 years Total, amortizable 18.1 years $ Additional information for Carmike intangible assets acquired on December 21, 2016 is presented below: Weighted Average Gross (In thousands) Amortization Period Carrying Amount Carmike Acquired Intangible Assets: Amortizable Intangible Assets: Favorable leases 17.2 years $ Carmike trade name 7 years Total, amortizable 13.3 years $ |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2016 | |
INVESTMENTS | |
INVESTMENTS | NOTE 5 – 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 December 31, 2016, include interests in NCM of 17.40%, DCIP of 29%, DCDC of 14.6%, Open Road Films of 50%, AC JV, owner of Fathom Events, of 32%, SV Holdco, owner of Screenvision, 16.8% and DCM of 50.0%. The Company also has partnership interests in five U.S. motion picture theatres and one IMAX ® screen of 50% (“Theatre Partnerships”). Indebtedness held by equity method investees is non-recourse to the Company. At December 31, 2016, the Company’s recorded investments are less than its proportional ownership of the underlying equity in these entities by approximately $15,022,000, excluding NCM and Open Road Films. Amounts payable to Theatre Partnerships were $1,796,000 and $2,897,000 as of December 31, 2016 and December 31, 2015, respectively. RealD Inc. Common Stock The Company sold all of its 1,222,780 shares in RealD Inc. during the year ended December 31, 2016 and recognized a gain on sale of $3,008,000. NCM Transactions On March 29, 2005, the Company along with Regal combined their screen advertising operations to form NCM. On July 15, 2005, Cinemark joined the NCM joint venture by contributing its screen advertising business. The Company, Regal and Cinemark are the “Founding Members” of NCM. On February 13, 2007, National CineMedia, Inc. (“NCM, Inc.”), a newly formed entity that now serves as the sole manager of NCM, closed its initial public offering, or IPO, of 42,000,000 shares of its common stock at a price of $21.00 per share. As of December 31, 2016, the Company owns a 17.40% interest in NCM. The Company accounts for its investment following the equity method. All of the Company’s NCM membership units are redeemable for, at the option of NCM, Inc., cash or shares of common stock of NCM, Inc. on a share-for-share basis. In December 2015, the Company elected to exchange 200,000 NCM membership units for 200,000 common shares of NCM, Inc. No gain or loss was recorded on the exchange and the common stock investment in NCM, Inc. follows the equity method of accounting. The fair value of the 23,862,988 units in National CineMedia, LLC and the 200,000 shares of NCM, Inc. was approximately $354,448,000 based on a price for shares of NCM, Inc. on December 31, 2016 of $14.73 per share. Department of Justice Final Judgment - In connection with the acquisition of Carmike the Company entered into a Final Judgment with the United States Department of Justice (“DOJ”) on March 7, 2017, pursuant to which the Company agreed to take certain actions to enable it to complete its acquisition of Carmike. The settlement agreement requires the Company to divest the majority of its equity interests in National Cinemedia, Inc. (“NCMI”) and NCM LLC (so that by June 20, 2019, it owns no more than 4.99% of NCM’s outstanding equity interests per the following schedule: (i) on or before December 20, 2017, AMC must own no more than 15% of NCM’s outstanding equity interests; (ii) on or before December 20, 2018, AMC must own no more than 7.5% of NCM’s outstanding equity interests; and (iii) on or before June 20, 2019, AMC must own no more than 4.99% of NCM’s outstanding equity interests. In addition, in accordance with the terms of the settlement, effective December 20, 2016, Craig R. Ramsey, executive vice president and Chief Financial Officer of the Company, resigned his position as a member of the Board of Directors of National CineMedia, Inc. As a result of this agreement, the Company has reclassified $44,577,000 of carrying value of its investment in NCM as available for sale in other current assets. NCM Agreement On March 9, 2017, the Company reached an agreement with NCM to implement the requirements of the final judgment entered in connection with the DOJ approval of the Carmike transaction. Pursuant to the agreement, The Company will receive approximately 18,400,000 NCM common units related to annual attendance at the Carmike theatres. Because the Carmike theatres were subject to a pre-existing agreement with a third party and will not receive advertising services from NCM, the Company will be obligated to make quarterly payments to NCM reflecting the estimated value of the advertising services at the Carmike theatres as if NCM had provided such services. The quarterly payments will continue until the earlier of (i) the date the theatres are transferred to the NCM network or (ii) expiration of the ESA with NCM. All calculations will be made pursuant to the terms of the existing ESA and Common Unit Adjustment Agreement with NCM. With regard to the existing AMC theatres on the NCM network that are required under the final judgment to be transferred to another advertising provider, the Company will return approximately 2,850,000 NCM common units to NCM, calculated under the Common Unit Adjustment Agreement as if such theatres had been disposed of on March 3, 2017. The Company is not obligated to make quarterly payments with respect to the transferred theatres. In addition, the Company will return 1,800,000 additional NCM common units (valued at approximately $25,000,000) in exchange for a waiver of exclusivity by NCM as to the required transferred theatres for the term of the final judgment, which is expected to be expensed as General and administrative: Merger, acquisition and transaction costs when the common units are returned to NCM. As a result of the agreement, the Company will receive approximately 13,750,000 net additional NCM common units, valued at approximately $175,038,000 based on the market price of NCM, Inc. stock on March 8, 2017. Due to the structure of the transactions, the Company will no longer anticipate recognizing taxable gain upon the receipt of the new NCM common units. The Company has also agreed to reimburse NCM up to $1,000,000 for expenses related to the negotiation of this agreement. Pursuant to the Company’s Common Unit Adjustment Agreement, from time to time common units of NCM held by the Founding Members will be adjusted up or down through a formula (“Common Unit Adjustment”), primarily based on increases or decreases in the number of theatre screens operated and theatre attendance generated by each Founding Member. The common unit adjustment is computed annually, except that an earlier common unit adjustment will occur for a Founding Member if its acquisition or disposition of theatres, in a single transaction or cumulatively since the most recent common unit adjustment, will cause a change of 2% or more in the total annual attendance of all of the Founding Members. In the event that a common unit adjustment is determined to be a negative number, the Founding Member shall cause, at its election, either (a) the transfer and surrender to NCM of a number of common units equal to all or part of such Founding Member’s common unit adjustment or (b) pay to NCM an amount equal to such Founding Member’s common unit adjustment calculated in accordance with the Common Unit Adjustment Agreement. In March 2013, the Company received 1,728,988 common membership units of NCM from the annual Common Unit Adjustment, primarily due to the increase in screens from the Rave theatre acquisitions in December 2012. The Company recorded the additional units received at a fair value of $26,315,000, based on a price for shares of NCM, Inc. on March 14, 2013, of $15.22 per share, and as a new investment (Tranche 2 Investment), with an offsetting adjustment to the Exhibitor Services Agreement (“ESA”) to be amortized to revenues over the remaining term of the ESA following the units-of-revenue method. The Rave theatre screens were under a contract with another screen advertising provider and the Company will continue to receive its share of the advertising revenues. During the remainder of the Rave screen contract, the Company will pay a screen integration fee to NCM in an amount that approximates the EBITDA that NCM would have generated if it had been able to sell advertising on the Rave theatre screens. In March 2014, the Company received 141,731 membership units recorded at a fair value of $2,137,000 ($15.08 per unit), and in March 2015, the Company received 469,163 membership units recorded at a fair value of $6,812,000 ($14.52 per unit). In December 2015, the Company received 4,399,324 membership units recorded at a fair value of $69,289,000 ($15.75 per unit), primarily due to the increase in screens from the Starplex Cinemas acquisition in December 2015. The NCM, Inc. IPO and related transactions have the effect of reducing the amounts NCM, Inc. would otherwise pay in the future to various tax authorities as a result of an increase in its proportionate share of tax basis in NCM’s tangible and intangible assets. On the IPO date, NCM, Inc. and the Founding Members entered into a tax receivable agreement. Under the terms of this agreement, NCM, Inc. will make cash payments to the Founding Members in amounts equal to 90% of NCM, Inc.’s actual tax benefit realized from the tax amortization of the NCM intangible assets. For purposes of the tax receivable agreement, cash savings in income and franchise tax will be computed by comparing NCM, Inc.’s actual income and franchise tax liability to the amount of such taxes that NCM, Inc. would have been required to pay had there been no increase in NCM, Inc.’s proportionate share of tax basis in NCM’s tangible and intangible assets and had the tax receivable agreement not been entered into. The tax receivable agreement shall generally apply to NCM, Inc.’s taxable years up to and including the 30 th anniversary date of the NCM, Inc. IPO and related transactions. As a result of Wanda acquiring Holdings on August 30, 2012, the Company recorded an intangible asset of $20,900,000 as the fair value of the tax receivable agreement. The tax receivable agreement intangible asset is amortized on a straight-line basis against investment income over the remaining life of the ESA. Cash receipts from NCM, Inc. for the tax receivable agreement are recorded to the investment expense (income) account. During the years ended December 31, 2016, December 31, 2015, and December 31, 2014, payments received of $7,789,000, $6,555,000, and $8,730,000, respectively, related to the NCM tax receivable agreement were recorded in investment expense (income), net of related amortization for the NCM tax receivable agreement intangible asset. The Company’s recorded investment in NCM exceeds its proportional ownership in the equity of NCM by approximately $731,374,000 as of December 31, 2016. The Company recorded the following related party transactions with NCM: As of As of (In thousands) December 31, 2016 December 31, 2015 Due from NCM for on-screen advertising revenue $ $ Due to NCM for Exhibitor Services Agreement Promissory note payable to NCM Year Year Year Ended Ended Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Net NCM screen advertising revenues $ $ $ NCM beverage advertising expense SV Holdco. (“Screenvision”) The Company acquired its investment in SV Holdco on December 21, 2016 in connection with the acquisition of Carmike. SV Holdco is a holding company that owns and operates the Screenvision advertising business through a subsidiary entity. SV Holdco has elected to be taxed as a partnership for U.S. federal income tax purposes. As of December 31, 2016, the Company held Class C and Class A membership units representing 16.1% and 0.7%, respectively, of the total issued and outstanding membership units of SV Holdco. As of December 31, 2016, the carrying value of the Company’s ownership interest in Screenvision is $11,291,000. For book purposes, the Company has accounted for its investment in SV Holdco, a limited liability company for which separate accounts of each investor are maintained, as an equity method investment pursuant to ASC 970-323-25-6. The Company’s Class C membership units are intended to be treated as a “profits interest” in SV Holdco for U.S. federal income tax purposes and thus do not give the Company an interest in the other members’ initial or subsequent capital contributions. As a profits interest, the Company’s Class C membership units are designed to represent an equity interest in SV Holdco’s future profits and appreciation in assets beyond a defined threshold amount, which equaled $85,000,000 as of October 14, 2010. The $85,000,000 threshold amount represented the agreed upon value of initial capital contributions made by the members to SV Holdco and is subject to adjustment to account for future capital contributions made to SV Holdco. Accordingly, the threshold amount applicable to the Company’s Class C membership units equaled $68,075,000 as of December 31, 2016 . The Company will also receive additional Class C membership units (“bonus units”), all of which will be subject to forfeiture, or may forfeit some of its initial Class C membership units, based upon changes in the Company’s future theatre and screen count. However, the Company will not forfeit more than 25% of the Class C membership units it acquired in December 2016, and the Company will not receive bonus units in excess of 33% of the Class C membership units it acquired in December 2016. Any bonus units and the initial Class C membership units subject to forfeiture will each become non-forfeitable on the Expiration Date, or upon the earlier occurrence of certain events, including (1) a change of control or liquidation of SV Holdco or (2) the consummation of an initial public offering of securities of SV Holdco. The Company’s Class C units in SV Holdco, LLC that are subject to forfeiture, and any bonus units that may be awarded in future periods, will not be recognized in its consolidated financial statements until such units become non-forfeitable. Upon recognition, the Company will record its investment in any additional Class C and bonus units and will recognize revenue equal to the then estimated fair value of such units. The non-forfeitable ownership interest in SV Holdco was recorded at an estimated fair value of $9,797,000 for Class C units and $1,156,000 for Class A units based on Level 3 fair value. The Company has applied the equity method of accounting for the non-forfeitable units and began recording the related percentage of the earnings or losses of SV Holdco in its consolidated statement of operations since December 21, 2016. The Company’s non-forfeitable Class C and Class A membership units represented 16.8 % of the total issued and outstanding membership units of SV Holdco as of December 31, 2016. DCM The Company acquired its investment in DCM on November 30, 2016 in connection with the acquisition of Odeon. The Company receives advertising services from DCM for its Odeon theatres in International markets through a joint venture in which it has a 50% ownership interest. As of December 31, 2016, the Company recorded revenue and a receivable due from DCM of $3,473,000 for cinema advertising. DCIP Transactions The Company will make capital contributions to DCIP for projector and installation costs in excess of an agreed upon cap. 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 related party transactions with DCIP: As of As of (In thousands) December 31, 2016 December 31, 2015 Due from DCIP for equipment and warranty purchases $ $ Deferred rent liability for digital projectors Year Year Year Ended Ended Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Operating expense: Digital equipment rental expense $ $ $ Open Road Films Transactions Open Road Films was launched by the Company and Regal in March 2011, as an acquisition-based domestic theatrical distribution company that concentrates on wide-release movies. Open Road titles are also distributed in the pay-TV and home entertainment markets. For the year ended December 31, 2016, the Company continued to suspend equity method accounting for its investment in Open Road Films as the investment in Open Road Films reached the Company’s remaining capital commitment. The Company’s share of cumulative losses from Open Road Films in excess of the Company’s capital commitment was $(43,722,000) as of December 31, 2016. The Company’s recorded investment in Open Road Films exceeds its proportional ownership in the equity of Open Road Films by approximately $(49,140,000) as of December 31, 2016. The Company has no remaining commitment to invest, in the event additional capital is required. The Company recorded the following related party transactions with Open Road Films: As of As of (In thousands) December 31, 2016 December 31, 2015 Due from Open Road Films $ $ Film rent payable to Open Road Films Year Year Year Ended Ended Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Film exhibition costs: Gross film exhibition cost on Open Road Films $ $ $ AC JV Transactions On December 26, 2013, the Company amended and restated its existing Exhibitor Services Agreement (“ESA”) with NCM in connection with the spin-off by NCM of its Fathom Events business to AC JV, a newly-formed company owned 32% by each of the Founding Members and 4% by NCM. In consideration for the spin-off, NCM received a total of $25,000,000 in promissory notes from its Founding Members (approximately $8,333,000 from each Founding Member). Interest on the promissory note is at a fixed rate of 5% per annum, compounded annually. Interest and principal payments are due annually in six equal installments commencing on the first anniversary of the closing. Cinemark and Regal also amended and restated their respective ESAs with NCM in connection with the spin-off. The ESAs were modified to remove those provisions addressing the rights and obligations related to digital programing services of the Fathom Events business. Those provisions are now contained in the Amended and Restated Digital Programming Exhibitor Services Agreements (the “Digital ESAs”) that were entered into on December 26, 2013 by NCM and each of the Founding Members. These Digital ESAs were then assigned by NCM to AC JV as part of the Fathom spin-off. There were no significant operations from the closing date until December 31, 2013. The Company recorded the following related party transactions with AC JV: As of As of (In thousands) December 31, 2016 December 31, 2015 Due from AC JV $ $ Due to AC JV for Fathom Events programming Year Year Year Ended Ended Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Film exhibition costs: Gross exhibition cost on Fathom Events programming $ $ $ Summary Financial Information Investments in non-consolidated affiliates accounted for under the equity method as of December 31, 2016, include interests in NCM, SV Holdco, DCM, DCIP, Open Road Films, AC JV, DCDC, two U.S. motion picture theatres and one IMAX ® screen, and other immaterial investments. December 31, 2016 (In thousands) NCM DCIP Other Total Current assets $ $ $ $ Noncurrent assets Total assets Current liabilities Noncurrent liabilities Total liabilities Stockholders’ equity (deficit) Liabilities and stockholders’ equity (deficit) The Company’s recorded investment (1) $ $ $ $ Condensed financial information of the Company’s non-consolidated equity method investments is shown below and amounts are presented under Generally Accepted Accounting Principles: December 31, 2015 (In thousands) NCM DCIP Other Total Current assets $ $ $ $ Noncurrent assets Total assets Current liabilities Noncurrent liabilities Total liabilities Stockholders’ equity (deficit) Liabilities and stockholders’ equity (deficit) The Company’s recorded investment (1) $ $ $ $ (1) Certain differences in the Company’s recorded investments, and its proportional ownership share resulting from the acquisition of Holdings by Wanda on August 30, 2012, where the investments were recorded at fair value, are amortized to equity in (earnings) losses of non-consolidated entities over the estimated useful lives of the underlying assets and liabilities. Other non-amortizing differences are considered to represent goodwill and are evaluated for impairment annually. Condensed financial information of the Company’s non-consolidated equity method investments is shown below and amounts are presented under U.S. GAAP for the periods of ownership by the Company: Year Ended December 31, 2016 (In thousands) NCM DCIP Other Total Revenues $ $ $ $ Operating costs and expenses Net earnings (loss) $ $ $ $ Year Ended December 31, 2015 (In thousands) NCM DCIP Other Total Revenues $ $ $ $ Operating costs and expenses Net earnings (loss) $ $ $ $ Year Ended December 31, 2014 (In thousands) NCM DCIP Other Total Revenues $ $ $ $ Operating costs and expenses Net earnings (loss) $ $ $ $ The components of the Company’s recorded equity in earnings (losses) of non-consolidated entities are as follows: Year Year Year Ended Ended Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 National CineMedia, LLC $ $ $ Digital Cinema Implementation Partners, LLC Other The Company’s recorded equity in earnings $ $ $ The Company recorded the following changes in the carrying amount of its investment in NCM and equity in earnings of NCM during the years ended December 31, 2016, December 31, 2015, and December 31, 2014: Exhibitor Other Equity in Investment Services Comprehensive Cash (Earnings) Advertising (In thousands) in NCM(1) Agreement(2) (Income) Received Losses (Revenue) Ending balance at December 31, 2013 $ $ $ $ $ $ Receipt of common units — — — — Adjust carrying value of AC JV, LLC(3) — — — — — — Receipt of excess cash distributions — — — — Amortization of ESA — — — — Unrealized gain from cash flow hedge — — — — Equity in earnings (4) — — — — Equity in loss from amortization of basis difference (3) — — — — Ending balance at December 31, 2014 $ $ $ $ $ $ Receipt of common units — — — — Exchange of common units — — — — — Receipt of excess cash distributions — — — — Amortization of ESA — — — — Unrealized gain from cash flow hedge — — — — Equity in earnings (4) — — — — Equity in loss from amortization of basis difference (3) — — — — Ending balance at December 31, 2015 $ $ $ $ $ $ Exchange of common units — — — — — Receipt of excess cash distributions — — — — Amortization of ESA — — — — Equity in earnings (4) — — — — Equity in loss from amortization of basis difference (3) — — — — Ending balance at December 31, 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 March 31, 2013 — Additional units received in March 31, 2014 — Additional units received in March 31, 2015 — Additional units received in December 31, 2015 — Units exchanged for NCM, Inc. shares in December 2015 — Ending balance at December 31, 2016 (a) (2) Represents the unamortized portion of the 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) 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) losses in non-consolidated entities over the respective lives of the assets and liabilities. (4) On December 26, 2013, NCM spun-off its Fathom Events business to a newly formed limited liability company, AC JV, LLC which is owned 32% by each founding member and 4% by NCM. In consideration for the sale, each of the three founding members issued promissory notes of approximately $8,333,000 to NCM. The Company’s share of the gain recorded by NCM, as a result of the spin-off, has been excluded from equity in earnings and has been applied as a reduction in the carrying value of AC JV, LLC investment |
SUPPLEMENTAL BALANCE SHEET INFO
SUPPLEMENTAL BALANCE SHEET INFORMATION | 12 Months Ended |
Dec. 31, 2016 | |
SUPPLEMENTAL BALANCE SHEET INFORMATION | |
SUPPLEMENTAL BALANCE SHEET INFORMATION | NOTE 6 - SUPPLEMENTAL BALANCE SHEET INFORMATION Other assets and liabilities consist of the following: (In thousands) December 31, 2016 December 31, 2015 Other current assets: Prepaid rent $ $ Income taxes receivable Prepaid insurance and other Merchandise inventory Assets held for sale (1) Other (2) $ $ Other long-term assets: Investments in real estate $ $ Deferred financing costs revolving credit facility Investments in equity method investees Less: Reclassified to assets held for sale — Computer software Investment in common stock Pension and other benefits — Other $ $ Accrued expenses and other liabilities: Taxes other than income $ $ Interest Payroll and vacation Current portion of casualty claims and premiums Accrued bonus Theatre and other closure Accrued licensing and percentage rent Current portion of pension and other benefits liabilities Other $ $ Other long-term liabilities: Unfavorable lease obligations $ $ Deferred rent Pension and other benefits Deferred gain — RealD deferred lease incentive Casualty claims and premiums Theatre and other closure Other $ $ (1) Includes historical cost of NCM units of $44,577,000, Carmike property, net for divestive theatres of $17,238,000 and AMC property, net of $8,562,000 related to the United States Department of Justice Final Judgment (See Note 5. – Investments). (2) Includes restricted cash of $23,138,000 related to cash collateral for issuance of letters of credit. |
CORPORATE BORROWINGS AND CAPITA
CORPORATE BORROWINGS AND CAPITAL AND FINANCING LEASE OBLIGATIONS | 12 Months Ended |
Dec. 31, 2016 | |
CORPORATE BORROWINGS AND CAPITAL AND FINANCING LEASE OBLIGATIONS | |
CORPORATE BORROWINGS AND CAPITAL AND FINANCING LEASE OBLIGATIONS | NOTE 7 – CORPORATE BORROWINGS AND CAPITAL AND FINANCING LEASE OBLIGATIONS A summary of the carrying value of corporate borrowings and capital and financing lease obligations is as follows: (In thousands) December 31, 2016 December 31, 2015 Senior Secured Credit Facility-Term Loan due 2022 (3.40% as of December 31, 2016) $ $ Senior Secured Credit Facility-Term Loan due 2023 (3.51% as of December 31, 2016) — Senior Secured Credit Facility-Revolving Credit Facility due 2020 (2.8445% as of December 31, 2015) — Bridge Loan Agreement due 2017 (7.0% as of December 31, 2016) — 5% Promissory Note payable to NCM due 2019 5.875% Senior Subordinated Notes due 2022 6.0% Senior Secured Notes due 2023 — 6.375% Senior Subordinated Notes due 2024 (£250,000,000 par value) — 5.75% Senior Subordinated Notes due 2025 5.875% Senior Subordinated Notes due 2026 — Capital and financing lease obligations, 5.75% - 11.5% Deferred charges Premiums and (discounts) Less: current maturities $ $ Minimum annual payments required under existing capital and financing lease obligations (net present value thereof) and maturities of corporate borrowings as of December 31, 2016 are as follows: Principal Capital and Financing Lease Obligations Amount of Minimum Lease Corporate (In thousands) Payments Less Interest Principal Borrowings Total 2017 $ $ $ $ (1) $ 2018 2019 2020 2021 Thereafter Total $ $ $ $ $ (1) Includes repayment of $350,000,000 Bridge Loan Agreement on a long-term basis with proceeds from the sale of Class A common stock in February 2017. Bridge Loan Agreement On December 21, 2016, the Company entered into a bridge loan agreement with Citicorp North America, Inc., as administrative agent and the other lenders party thereto (the “Bridge Loan Agreement”). The Company borrowed $350,000,000 of interim bridge loans (the “Interim Bridge Loans”) on December 21, 2016 under the Bridge Loan Agreement and recorded approximately $5,250,000 in deferred financing costs. The proceeds of the Interim Bridge Loans were used to partially finance the acquisition of Carmike. On February 13, 2017, the Company repaid the aggregate principal amount of Bridge Loans of $350,000,000 with a portion of the proceeds from the additional public offering. Senior Secured Credit Facility The Senior Secured Credit Facility is with a syndicate of banks and other financial institutions. The Senior Secured Credit Facility also provides for a Revolving Credit Facility, including a borrowing capacity which is available for letters of credit and for swingline borrowings on same-day notice. Senior Secured Credit Facility. On April 30, 2013, the Company entered into a $925,000,000 Senior Secured Credit Facility pursuant to which the Company borrowed term loans and used the proceeds to fund the redemption of the former Senior Secured Credit Facility term loans. The Senior Secured Credit Facility was comprised of a $150,000,000 Revolving Credit Facility, which matured on April 30, 2018 (the “Revolving Credit Facility”), and a $775,000,000 term loan, which matured on April 30, 2020 (the “Term Loan due 2020”). The Term Loan due 2020 required repayments of principal of 0.25% of the original principal amount, or $1,937,500, per quarter, with the remaining principal payable upon maturity. The term loan was issued at a 0.25% discount, which was amortized to interest expense over the term of the loan. The Company capitalized deferred financing costs of approximately $6,909,000 related to the issuance of the Revolving Credit Facility and approximately $2,217,000 related to the issuance of the Term Loan due 2020. Concurrently with the Term Loan due 2020 borrowings on April 30, 2013, the Company redeemed all of the outstanding former Senior Secured Credit Facility at a redemption price of 100% of the outstanding aggregate principal balance of $760,338,000, plus accrued and unpaid interest. The Company recorded a net gain of approximately $130,000 in other expense (income), which consisted of a premium write-off, partially offset by the third-party costs incurred in connection with the repurchase due to the former Senior Secured Credit Facility term loans, during the year ended December 31, 2013. First Amendment. On December 11, 2015, the Company entered into a first amendment to its Senior Secured Credit Agreement dated April 30, 2013 (“First Amendment”). The First Amendment provides for the incurrence of $125,000,000 incremental term loans (“Incremental Term Loan”). In addition, the First Amendment, among other things, (a) extends the maturity date with respect to (i) the existing Term Loan due 2020 and the Incremental Term Loan (together “Term Loan due 2022”) to December 15, 2022 and (ii) the Revolving Credit Facility from April 30, 2018 to December 15, 2020 and (b) increases the applicable margin for the Term Loan due 2022 from 1.75% with respect to base rate borrowings to 2.25% and 2.75% with respect to LIBOR borrowings to 3.25%. The Company capitalized additional deferred financing costs of approximately $6,545,000 related to the modification of the Revolving Credit Facility and approximately $3,329,000 related to the modification of the term loans under the Senior Secured Credit Facility. The proceeds of the Incremental Term Loan were used by the Company to pay expenses related to the First Amendment transactions and the Starplex Cinemas acquisition. The Company recorded a loss of approximately $1,366,000 in other expense (income) during the year ended December 31, 2015, which consisted of third-party costs, deferred financing costs, and discount write-off incurred in connection with the modification of the Senior Secured Credit Facility. At December 31, 2015, the aggregate principal balance of the Term Loan due 2022 was $880,625,000 and borrowings under the Revolving Credit Facility were $75,000,000. As of December 31, 2015, the Company had approximately $62,059,000 available for borrowing, net of letters of credit, under its Revolving Credit Facility. Second Amendment. On November 8, 2016, the Company amended its Senior Secured Credit Agreement dated April 30, 2013, as previously amended, to among other things, lower the applicable margin on base rate borrowings from 2.25% to 2.00% and the applicable margin on LIBOR borrowings from 3.25% to 2.75%, to reduce the minimum rate for base rate borrowings from 1.75% to 1.00% and the minimum rate for LIBOR rate borrowings and to allow for additional term loan borrowings of $500,000,000. On November 29, 2016 the Company borrowed $500,000,000 additional Term loans due on December 15, 2023 (“Term Loan due 2023”). The Company recorded deferred financing costs of approximately $18,791,000 and a discount of 0.25%, or $1,250,000, related to the Term Loan due 2023. The Company used the net proceeds from the Term Loan due 2023 to pay the consideration for the Odeon acquisition and the related refinancing of Odeon debt assumed in the acquisition. Borrowings under the Senior Secured Credit Facility bear interest at a rate equal to an applicable margin plus, at the Company’s option, either a base rate or LIBOR. The minimum rate for base rate borrowings is 1.00% and the minimum rate for LIBOR-based borrowings is 0%. The applicable margin for the Terms loan due 2022 and 2023 is 2.00% for base rate borrowings and 2.75% for LIBOR based loans. The applicable margin for the Revolving Credit Facility ranges from 1.25% to 1.5% for base rate borrowings and from 2.25% to 2.5% for LIBOR based borrowings. The Revolving Credit Facility also provides for an unused commitment fee of 0.50% per annum and for letter of credit fees of up to 0.25% per annum plus the applicable margin for LIBOR-based borrowings on the undrawn amount of the letter of credit. The applicable rate for borrowings under the Term Loans due 2022 and 2023 at December 31, 2016 was 3.4% and 3.5%, respectively, based on LIBOR (2.75% margin plus 0% minimum LIBOR rate). Prior to ammendment, the applicable rate for borrowings under the Term Loan due 2020 at December 10, 2015 was 3.5% based on LIBOR (2.75% margin plus 0.75% minimum LIBOR rate). The Term Loans due 2022 and 2023 requires repayments of principal of 0.25% of the original principal amount, or $3,451,5000 per quarter, with any remaining balance due on December 15, 2022 or December 15, 2023, as applicable. The Company may voluntarily repay outstanding loans under the Senior Secured Credit Facility at any time without premium or penalty, other than (i) customary “breakage” costs with respect to LIBOR loans and (ii) in connection with a repricing transaction closed (a) in respect of the Term Loans due 2022, within six months from the date the Second Amendment becomes effective or (b) in respect of the Term Loans due 2023, within six months from the date on which the available commitments of the relevant lenders in respect of the Term Loans due 2023 are reduced to zero, in which case we must pay a 1% premium on the amount of Term Loans repaid. The Senior Secured Credit Facility contains a number of covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and its subsidiaries, to sell assets; incur additional indebtedness; prepay other indebtedness (including the notes); pay dividends and distributions or repurchase their capital stock; create liens on assets; make investments; make acquisitions; engage in mergers or consolidations; engage in transactions with affiliates; amend constituent documents and material agreements governing subordinated indebtedness, including the 5.875% Senior Subordinated Notes due 2022, the 5.75% Senior Subordinated Notes due 2025; the 6.375% Senior Subordinated Notes due 2024, the 5.875 Senior Subordinated Notes due 2024 and the Bridge Loan Agreement; change the business conducted by it and its subsidiaries; and enter into agreements that restrict dividends from subsidiaries. In addition, the Senior Secured Credit Facility requires the Company and its subsidiaries to maintain, on the last day of each fiscal quarter, a net senior secured leverage ratio, as defined in the Senior Secured Credit Facility, of no more than 3.25 to 1 as long as the commitments under the Revolving Credit Facility remain outstanding. The Senior Secured Credit Facility also contains certain customary affirmative covenants and events of default, including the occurrence of (i) a change in control, as defined in the Senior Secured Credit Facility, (ii) defaults under other indebtedness of the Company, any guarantor or any significant subsidiary having a principal amount of $25,000,000 or more, and (iii) one or more uninsured judgments against the Company, any guarantor, or any significant subsidiary for an aggregate amount exceeding $25,000,000 with respect to which enforcement proceedings are brought or a stay of enforcement is not in effect for any period of 60 consecutive days. All obligations under the Senior Secured Credit Facility are guaranteed by each of the Company’s wholly-owned domestic subsidiaries. All obligations under the Senior Secured Credit Facility, and the guarantees of those obligations (as well as cash management obligations), are secured by substantially all of the Company’s assets as well as those of each subsidiary guarantor. Senior Secured Notes due 2023 On December 21, 2016, the Company assumed $230,000,000 aggregate principal amount of 6.00% Senior Secured Notes due June 15, 2023 (the “Senior Secured Notes due 2023”) in connection with the acquisition of Carmike. Interest is payable on the Senior Secured Notes due 2023 on June 15th and December 15th of each year beginning December 15, 2015. The Company recorded the debt at estimated fair value of $242,075,000 based on a closing price for the Senior Secured Notes due 2023 of 105.25 on December 21, 2016. Pursuant to a supplemental indenture, dated as of February 17, 2017, among AMC, Carmike, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee to the indenture, dated as of June 17, 2015, providing for the issuance of the Senior Secured Notes due 2023, the Company agreed to provide a guarantee of Carmike’s obligations under the Senior Secured Notes due 2023. The Company provided such guarantee solely for purposes of assuming the reporting obligations of Carmike under the indenture governing the Senior Secured Notes due 2023 and not for the purposes of compliance with any other covenant contained in such indenture. Notes Due 2019 On June 9, 2009, the Company issued $600,000,000 aggregate principal amount of 8.75% Senior Notes due 2019 (the “Notes due 2019”) issued under an indenture with U.S. Bank, National Association, as trustee. The Notes due 2019 bear interest at a rate of 8.75% per annum, payable on June 1 and December 1 of each year (commencing on December 1, 2009), and have a maturity date of June 1, 2019. On January 15, 2014, the Company launched a cash tender offer and consent solicitation for any and all of its outstanding Notes due 2019 at a purchase price of $1,038.75 plus a $30.00 consent fee for each $1,000 principal amount of Notes due 2019 validly tendered and accepted by the Company on or before the consent payment deadline on January 29, 2014 (the “Consent Date”). Holders of $463,950,000, or approximately 77.33%, of the Notes due 2019 validly tendered (or defective tender waived by the Company) and did not withdraw their Notes due 2019 prior to the expiration of the Consent Date. An additional $14,000 of Notes due 2019 was tendered from the Consent Date to the expiration date of the tender offer. The consents received exceeded the amount needed to approve the proposed amendments to the indenture under which the Notes due 2019 were issued. On February 7, 2014, the Company accepted for purchase $463,950,000 aggregate principal amount, plus accrued and unpaid interest of the Notes due 2019, at a purchase price of $1,038.75 plus a $30.00 consent fee for each $1,000 principal amount of Notes due 2019 validly tendered (or defective tender waived by the Company), and, on February 14, 2014, the Company accepted for purchase the additional $14,000 of Notes due 2019 tendered after the Consent Date, plus accrued and unpaid interest, at a purchase price of $1,038.75 for each $1,000 principal amount of Notes due 2019 validly tendered. On April 22, 2014, the Company gave notice for redemption of all outstanding Notes due 2019 on a redemption date of June 1, 2014 (the “Redemption Date”) at a redemption price of 104.375% of the principal amount together with accrued and unpaid interest to the Redemption Date. The aggregate principal amount of the Notes due 2019 outstanding on April 22, 2014 was $136,036,000. The Company completed the redemption of all of its outstanding Notes due 2019 on June 2, 2014. The Company recorded a gain on extinguishment related to the cash tender offer and redemption of the Notes due 2019 of approximately $8,544,000 in other expense (income), partially offset by other expenses of $158,000 during the year ended December 31, 2014. Notes Due 2020 On December 15, 2010, the Company completed the offering of $600,000,000 aggregate principal amount of its 9.75% Senior Subordinated Notes due 2020 (“Notes due 2020”). The Notes due 2020 mature on December 1, 2020, pursuant to an indenture dated as of December 15, 2010, among the Company, the Guarantors named therein and U.S. Bank National Association, as trustee. The Company paid interest on the Notes due 2020 at 9.75% per annum, semi-annually in arrears on June 1 and December 1, commencing on June 1, 2011. On May 26, 2015, the Company launched a cash tender offer for any and all of its outstanding Notes due 2020 at a purchase price of $1,093 for each $1,000 principal amount of Notes due 2020 validly tendered and accepted by the Company on or before June 2, 2015 (the “Expiration Date”). Holders of $581,324,000, or approximately 96.9%, of the Notes due 2020 validly tendered and did not withdraw their Notes due 2020 on or prior to the Expiration Date. On October 30, 2015, the Company gave notice of its intention to redeem any and all of the remaining $18,676,000 principal amount of the Notes due 2020 on December 1, 2015 at 104.875% of the principal amount, plus accrued and unpaid interest to the redemption date. The Company completed the redemption of all of its outstanding Notes due 2020 on December 1, 2015. The Company recorded a loss on extinguishment related to the redemptions of the Notes due 2020 of approximately $9,318,000 in other expense (income) during the year ended December 31, 2015. Notes Due 2022 On February 7, 2014, the Company completed an offering of $375,000,000 aggregate principal amount of its Senior Subordinated Notes due 2022 (the “Notes due 2022”) in a private offering. The Company capitalized deferred financing costs of approximately $7,748,000, related to the issuance of the Notes due 2022. The Notes due 2022 mature on February 15, 2022. The Company pays interest on the Notes due 2022 at 5.875% per annum, semi-annually in arrears on February 15th and August 15th, commencing on August 15, 2014. The Company may redeem some or all of the Notes due 2022 at any time on or after February 15, 2017 at 104.406% of the principal amount thereof, declining ratably to 100% of the principal amount thereof on or after February 15, 2020, plus accrued and unpaid interest to the redemption date. Prior to February 15, 2017, the Company may redeem the Notes due 2022 at par plus a make-whole premium. The Company used the net proceeds from the Notes due 2022 private offering, together with a portion of the net proceeds from the Holdings’ IPO, to pay the consideration and consent payments for the tender offer for the Notes due 2019, plus any accrued and unpaid interest and related transaction fees and expenses. The Notes due 2022 are general unsecured senior subordinated obligations of the Company and are fully and unconditionally guaranteed on a joint and several unsecured senior subordinated basis by all of its existing and future domestic restricted subsidiaries that guarantee its other indebtedness. The indenture governing the Notes due 2022 contains covenants limiting other indebtedness, dividends, purchases or redemptions of stock, transactions with affiliates and mergers and sales of assets. The Company filed a registration statement on April 1, 2014 pursuant to the Securities Act of 1933, as amended, relating to an offer to exchange the original Notes due 2022 for exchange Notes due 2022. The registration statement was declared effective on April 9, 2014. After the exchange offer expired on May 9, 2014, all of the original Notes due 2022 were exchanged. Sterling Notes Due 2024 On November 8, 2016, the Company issued £250,000,000 aggregate principal amount of its 6.375% Senior Subordinated Notes due 2024 (the "Sterling Notes due 2024") in a private offering. The Company recorded deferred financing costs of approximately $14,057,000 related to the issuance of the Sterling Notes due 2024. The Sterling Notes due 2024 mature on November 15, 2024. The Company will pay interest on the Sterling Notes due 2024 at 6.375% per annum, semi-annually in arrears on May 15th and November 15th, commencing on May 15, 2017. The Company may redeem some or all of the Sterling Notes due 2024 at any time on or after November 15, 2019 at 104.781% of the principal amount thereof, declining ratably to 100% of the principal amount thereof on or after November 15, 2022, plus accrued and unpaid interest to the redemption date. On or prior to November 15, 2019, the Company may redeem the Sterling Notes due 2024 at par, including accrued and unpaid interest plus a make-whole premium. The Company used the net proceeds from the Sterling Notes due 2024 private offering to pay the consideration for the Odeon acquisition and the related refinancing of Odeon debt assumed in the acquisition. The Sterling Notes due 2024 are general unsecured senior subordinated obligations of the Company and are fully and unconditionally guaranteed on a joint and several senior subordinated unsecured basis by all of its existing and future domestic restricted subsidiaries that guarantee its other indebtedness. Following the closing of the Odeon acquisition on November 30, 2016 and the Carmike acquisition on December 21, 2016, neither Odeon or Carmike or any of its subsidiaries will guarantee the Sterling Notes due 2024. The indenture governing the Sterling Notes due 2024 contains covenants limiting other indebtedness, dividends, purchases or redemptions of stock, transactions with affiliates, and mergers and sales of assets. On November 8, 2016, in connection with the issuance of the Sterling Notes due 2024, the Company entered into a registration rights agreement. Subject to the terms of the registration rights agreement, the Company is required to (1) file a registration statement with the Securities and Exchange Commission (“SEC”) not later than 270 days from the issuance date with respect to the registered offer to exchange the notes for new notes of the Company having terms identical in all material respects to the notes and (2) use its commercially reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act of 1933 within 365 days of the issuance date. Notes Due 2025 On June 5, 2015, the Company issued $600,000,000 aggregate principal amount of its 5.75% Senior Subordinated Notes due 2025 (the “Notes due 2025”) in a private offering. The Company capitalized deferred financing costs of approximately $11,378,000, related to the issuance of the Notes due 2025. The Notes due 2025 mature on June 15, 2025. The Company will pay interest on the Notes due 2025 at 5.75% per annum, semi-annually in arrears on June 15th and December 15th, commencing on December 15, 2015. The Company may redeem some or all of the Notes due 2025 at any time on or after June 15, 2020 at 102.875% of the principal amount thereof, declining ratably to 100% of the principal amount thereof on or after June 15, 2023, plus accrued and unpaid interest to the redemption date. Prior to June 15, 2020, the Company may redeem the Notes due 2025 at par plus a make-whole premium. The Company used the net proceeds from the Notes due 2025 private offering and cash on hand, to pay the consideration for the tender offer for the Notes due 2020, plus any accrued and unpaid interest and related transaction fees and expenses. The Notes due 2025 are general unsecured senior subordinated obligations of the Company and are fully and unconditionally guaranteed on a joint and several senior subordinated unsecured basis by all of its existing and future domestic restricted subsidiaries that guarantee its other indebtedness. The indenture governing the Notes due 2025 contains covenants limiting other indebtedness, dividends, purchases or redemptions of stock, transactions with affiliates, and mergers and sales of assets. On June 5, 2015, in connection with the issuance of the Notes due 2025, the Company entered into a registration rights agreement. Subject to the terms of the registration rights agreement, the Company filed a registration statement on June 19, 2015 pursuant to the Securities Act of 1933, as amended, relating to an offer to exchange the original Notes due 2025 for exchange Notes due 2025 registered pursuant to an effective registration statement; the registration statement was declared effective on June 29, 2015, and the Company commenced the exchange offer. The exchange notes have terms substantially identical to the original notes except that the exchange notes do not contain terms with respect to transfer restrictions and registration rights and additional interest payable for the failure to consummate the exchange offer within 210 days after the issue date. After the exchange offer expired on July 27, 2015, all of the original Notes due 2025 were exchanged. Notes Due 2026 On November 8, 2016, the Company issued $595,000,000 aggregate principal amount of its 5.875% Senior Subordinated Notes due 2026 (the "Notes due 2026") in a private offering. The Company recorded deferred financing costs of approximately $26,990,000 related to the issuance of the Notes due 2026. The Notes due 2026 mature on November 15, 2026. The Company will pay interest on the Notes due 2026 at 5.875% per annum, semi-annually in arrears on May 15th and November 15th, commencing on May 15, 2017. The Company may redeem some or all of the Notes due 2026 at any time on or after November 15, 2021 at 102.938% of the principal amount thereof, declining ratably to 100% of the principal amount thereof on or after November 15, 2024, plus accrued and unpaid interest to the redemption date. On or prior to November 15, 2021, the Company may redeem the Notes due 2026 at par, including accrued and unpaid interest plus a make-whole premium. The Company used the net proceeds from the Notes due 2026 private offering to pay the consideration for the Odeon acquisition and the related refinancing of Odeon debt assumed in the acquisition. The Notes due 2026 are general unsecured senior subordinated obligations of the Company and are fully and unconditionally guaranteed on a joint and several senior subordinated unsecured basis by all of its existing and future domestic restricted subsidiaries that guarantee its other indebtedness. Following the closing of the Odeon acquisition on November 30, 2016 and the Carmike acquisition on December 21, 2016, neither Odeon or Carmike or any of its subsidiaries will guarantee the Notes due 2026. The indenture governing the Notes due 2026 contains covenants limiting other indebtedness, dividends, purchases or redemptions of stock, transactions with affiliates, and mergers and sales of assets. On November 8, 2016, in connection with the issuance of the Notes due 2026, the Company entered into a registration rights agreement. Subject to the terms of the registration rights agreement, the Company is required to (1) file a registration statement with the SEC not later than 270 days from the issuance date with respect to the registered offer to exchange the notes for new notes of the Company having terms identical in all material respects to the notes and (2) use its commercially reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act within 365 days of the issuance date. Promissory Note See Note 5 - Investments for information regarding the 5% Promissory Note payable to NCM. Financial Covenants Each indenture relating to the Notes due 2022, the Sterling Notes due 2024, the Notes due 2025 and the Notes due 2026 allows the Company to incur specified permitted indebtedness (as defined therein) without restriction. Each indenture also allows the Company to incur any amount of additional debt as long as it can satisfy the coverage ratio of each indenture, after giving effect to the indebtedness on a pro forma basis. Under the indentures for the Notes due 2022, the Sterling Notes due 2024, the Notes due 2025 and Notes due 2026, at December 31, 2016 the Company could borrow approximately $3,251,300,000 (assuming an interest rate of 6.0% per annum on the additional indebtedness) in addition to specified permitted indebtedness. If the Company cannot satisfy the coverage ratios of the indentures, generally it can borrow an additional amount under the Senior Secured Credit Facility. The indentures also contain restrictions on the Company’s ability to pay dividends. Under the most restrictive provision set forth in the note indenture for the Notes due 2022, as of December 31, 2016, the amount of dividends which the Company could not exceed approximately $1,901,456,000 in the aggregate. As of December 31, 2016, the Company was in compliance with all financial covenants relating to the Senior Secured Credit Facility, the Senior Secured Notes due 2023, the Notes due 2022, the Sterling Notes due 2024, the Notes due 2025, the Notes due 2026 and the Bridge Loan Agreement. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2016 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 8 – 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 its 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 declared to stockholders during the year ended December 31, 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 November 3, 2016 December 5, 2016 December 19, 2016 During the year ended December 31, 2016, the Company paid dividends and dividend equivalents of $79,627,000 and accrued $488,000 for the remaining unpaid dividends at December 31, 2016. The aggregate dividends paid for Class A common stock, Class B common stock, and dividend equivalents were approximately $18,198,000, $60,662,000, and $767,000, respectively. The following is a summary of dividends and dividend equivalents declared to stockholders during the year ended December 31, 2015: Amount per Total Amount Share of Declared Declaration Date Record Date Date Paid Common Stock (In thousands) February 3, 2015 March 9, 2015 March 23, 2015 $ $ April 27, 2015 June 8, 2015 June 22, 2015 July 28, 2015 September 8, 2015 September 21, 2015 October 29, 2015 December 7, 2015 December 21, 2015 During the year ended December 31, 2015, the Company paid dividends and dividend equivalents of $78,608,000 and accrued $165,000 for the remaining unpaid dividends at December 31, 2015. The aggregate dividends paid for Class A common stock, Class B common stock, and dividend equivalents were approximately $17,260,000, $60,662,000, and $686,000, respectively. During the year ended December 31, 2014, the Company paid dividends and dividend equivalents of $58,504,000, increased additional paid-in capital for recognition of deferred tax assets of $27,000 related to the dividend equivalents paid, and accrued $225,000 for the remaining unpaid dividends at December 31, 2014. The aggregate dividends paid for Class A common stock, Class B common stock, and dividend equivalents were approximately $12,937,000, $45,496,000, and $71,000, respectively. Related Party Transaction As of December 31, 2016 and December 31, 2015, the Company recorded a receivable due from Wanda of $10,594,000 and $141,000, respectively for reimbursement of general administrative and other expense incurred on behalf of Wanda and a pledged capital contribution. In December 2016, Wanda agreed to make a capital contribution of $10,000,000 to AMC (without any increase in Wanda’s economic interest or voting rights in the Company) for payment to certain officer, directors, and other personnel for extraordinary services rendered in connection with merger and acquisition activity in 2016. This contribution was received during February 2017. Total reimbursements of other expenses from Wanda were $461,000, $738,000 and $1,423,000 for the years ended December 31, 2016, December 31, 2015, and December 31, 2014, respectively. The Company’s majority shareholder, Wanda, owns Legendary Entertainment, a motion picture production company. The Company will occasionally play Legendary’s films in its theatres, as a result of transactions with independent film distributors. 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 and ending on January 1, 2019 (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 year ended December 31, 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. During the year ended December 31, 2015, a former employee who held 5,939 shares, relinquished his put right, therefore the related amount of $62,000 was reclassified to additional paid-in capital, a component of stockholders’ equity. During the year ended December 31, 2014, certain members of management received $92,000 by tendering shares of Class A common stock to Holdings with an original recorded historical cost of $43,000. As a result of this transaction, temporary equity declined by $43,000 and additional paid-in capital increased by $43,000. Treasury Stock Holdings used cash on hand to purchase 4,085 shares of Class A common stock for fair value of $92,000 from certain members of management during the year ended December 31, 2014. Stock-Based Compensation Holdings adopted a stock-based compensation plan in December of 2013. The Company recorded stock-based compensation expense of $4,855,000, $10,480,000,and $11,293,000 within general and administrative: other during the years ended December 31, 2016, December 31, 2015, and December 31, 2014, respectively. The Company’s financial statements reflect an increase to additional paid-in capital related to stock-based compensation of $4,855,000, $10,480,000, and $11,293,000 during the years ended December 31, 2016 and December 31, 2015 and December 31, 2014, respectively. As of December 31, 2016, there was approximately $9,502,000 of total unrecognized compensation cost, assuming attainment of the performance targets at 100%, related to stock-based compensation arrangements expected to be recognized during the years ending December 31, 2017 and December 31, 2018. The Company expects to recognize compensation cost of $4,751,000 in both the years ending December 31, 2017 and December 31, 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 December 31, 2016, the aggregate number of shares of Holdings’ common stock available for grant was 7,739,524 shares. Awards Granted in 2016, 2015, and 2014 AMC’s 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. During years 2016, 2015, and 2014, the grant date fair value of these awards was based on the closing price of AMC’s stock on the date of grant, which ranged from $20.18 to $33.96 per share. The award agreements generally had the following features: · Stock Award Agreement: The Company granted 21,342, 15,312 and 11,035 fully vested shares of Class A common stock to its independent members of AMC’s Board of Directors during the years ended December 31, 2016, December 31, 2015 and December 31, 2014, respectively. In connection with these share grants, the Company recognized approximately $491,000, $382,000 and $226,000 of expense in general and administrative: other expense during the years ended December 31, 2016, December 31, 2015 and December 31, 2014, respectively. · Restricted Stock Unit Award Agreement: The Company granted 145,739, 84,649 and 118,849 RSU awards to certain members of management during the years ended December 31, 2016, December 31, 2015 and December 31, 2014, respectively. Each RSU represents the right to receive one share of Class A common stock at a future date. During 2015 and 2014, the RSUs were fully vested at the date of grant. These RSUs will not be settled, and will be non-transferable, until the third anniversary of the date of grant. Under certain termination scenarios defined in the award agreement, the RSUs may be settled within 60 days following termination of service. The RSUs granted during 2016 vest over 3 years with 1/3 vesting in each of 2017, 2018 and 2019. These RSUs will be settled within 30 days of vesting. A dividend equivalents 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 Company recognized approximately $1,180,000, $2,875,000 and $2,408,000 of expense in general and administrative: other expense during the years ended December 31, 2016, December 31, 2015 and December 31, 2014, respectively. The Company expects to recognize compensation cost of $1,180,000 in both the years ending December 31, 2017 and December 31, 2018 related to the 2016 RSU grants. During the year ended December 31, 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 AMC does not achieve a specified cash flow from operating activities target for each of the years 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 the 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 $1,128,000 in general and administrative: other expense, during the year ended December 31, 2016, based on achievement of the performance condition for 2016. During the years ended December 31, 2015 and December 31, 2014, RSU awards of 58,749 and 128,641 units, respectively, were granted to certain executive officers. The RSUs granted each year would have been forfeited if AMC did not achieve a specified annual cash flow from operating activities target for the calendar year. These awards did not contain a service condition. The vested RSUs will not be settled, and will be non-transferable, until the third anniversary of the date of grant. Under certain termination scenarios defined in the award agreement, the RSUs may be settled within 60 days following termination of service. 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. Thereafter, dividend equivalents are paid to the holder whenever dividends are paid on the Class A common stock. The Company recognized expense for these awards of $1,995,000 and $2,596,000, within general and administrative: other expense, during the years ended December 31, 2015 and December 31, 2014, respectively, due to the achievement of the performance condition. On August 7, 2015, a RSU award of 19,226 units was granted to the Interim Chief Executive Officer and President, with a grant date fair value of approximately $569,000. Each RSU converted into one share of Class A common stock immediately upon vesting which occurred upon the first day of employment of a replacement Chief Executive Officer, January 4, 2016. 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 were paid to the holder upon vesting of the RSUs. The Company recognized $20,000 and $549,000 in general and administrative: other expense during the years ended December 31, 2016, and December 31, 2015, respectively, in connection with this award. · Performance Stock Unit Award Agreement: During the year ended December 31, 2016, PSU awards were granted to certain members of management and executive officers, with both a three year cumulative adjusted free cash flow and net earnings 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 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 278,255 units. No PSUs will vest if AMC does not achieve the three year cumulative adjusted free cash flow and net earnings 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 $2,036,000 during the year ended December 31, 2016 and will recognize approximately $2,443,000 in general and administrative: other expense during both the years ending December 31, 2017 and December 31, 2018. 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. During 2015 and 2014, PSU awards were granted to certain members of management and executive officers, with both a specified annual free cash flow performance target condition and a 1 year service condition, ending on December 31st. The PSUs would vested based on a scale ranging from 80% to 120% of the performance target with the vested amount ranging from 30% to 150%. No PSUs would vest if AMC did not achieve the adjusted free cash flow minimum performance target or the participant’s service did not continue through the last day of the performance period, during the year ended December 31 st . The vested PSUs will not be settled, and will be non-transferable, until the third anniversary of the date of grant. Under certain termination scenarios defined in the award agreement, the vested PSUs may be settled within 60 days following termination of service. 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. Thereafter, dividend equivalents are paid to the holder whenever dividends are paid on the Class A common stock. 2015 PSU Awards. The PSU awards were granted on March 6, 2015. As a result of the one-year service condition being met and attainment of the target performance condition at 122.8%, the gross number of PSUs granted was 168,949 units. The Company recognized expense of $4,679,000, net of forfeitures, within general and administrative: other expense during the year ended December 31, 2015. 2014 PSU Awards. If the performance target was met at 100%, the PSU awards granted on January 2, 2014, May 12, 2014, and June 25, 2014 would be 244,016 units, 1,819 units, and 1,655 units, respectively. AMC’s Board of Directors and Compensation Committee approved a modification to the performance target of the original PSU grant, which resulted in re-measurement of the fair value of the PSU awards as of September 15, 2014. In September 2014, the Board of Directors approved an increase in authorized capital expenditures for the year ended December 31, 2014 of $38,800,000 to accelerate deployment of certain customer experience enhancing strategic initiatives. As a result, the PSU awards’ adjusted free cash flow performance target was no longer considered probable of being met. The PSU adjusted free cash flow performance target was modified on September 15, 2014 to consider the impact of the additional authorized capital expenditures, making the awards probable at that time. The fair value of the stock at the modification date of September 15, 2014 was $24.60 per share and was based on the closing price of AMC’s stock. The Company recognized expense of $6,063,000, net of forfeitures, within general and administrative: other expense during the year ended December 31, 2014, as a result of the one-year service condition being met and attainment of the target performance condition at 100%. · Performance Stock Unit Transition Award: In recognition of the shift from one year to three year performance periods for annual equity awards, during the year ended December 31, 2016, PSU transition awards were granted to certain members of management and executive officers, with both a 2016 adjusted free cash flow and net earnings performance target condition and a service condition, covering a performance period beginning January 1, 2016 and ending on December 31, 2016. The PSUs were to vest 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 was met at 100%, the transition PSU awards granted on March 1, 2016 would have been 53,815 units. No PSUs will vest if the Company does not achieve the adjusted free cash flow or net earnings minimum performance target or the participant’s service does not continue through the last day of the performance period. If the PSUs vested, the PSUs would have been settled within 30 days. 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 would have been paid to the holder upon vesting of the PSUs, assuming attainment of the performance target at 100%. No PSU Transition Awards vested as the Company did not achieve the adjusted free cash flow or net earnings minimum performance target. The following table represents the RSU and PSU activity for the years ended December 31, 2016, December 31, 2015 and December 31, 2014: Weighted Average Shares of RSU Grant Date and PSU Fair Value Beginning balance at January 1, 2014 — $ — Granted Vested Forfeited Nonvested at December 31, 2014 — — Granted Vested(1) Forfeited Nonvested at December 31, 2015 Granted Vested Forfeited Canceled(2) Nonvested at December 31, 2016 $ (1) Includes vested units of 3,131 that were withheld to cover tax obligations and were subsequently canceled. As a result of this transaction, additional paid-in capital decreased by $107,000. (2) No PSU Transition Awards vested as the Company did not achieve the adjusted free cash flow or net earnings minimum performance target. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
INCOME TAXES | |
INCOME TAXES | NOTE 9 – INCOME TAXES The Income tax provision reflected in the Consolidated Statements of Operations consists of the following components: Year Ended Year Ended Year Ended (In thousands) December 31, 2016 December 31, 2015 December 31, 2014 Current: Federal $ $ $ — Foreign — — State Total current Deferred: Federal Foreign — — State Total deferred Total provision (benefit) Tax provision (benefit) from discontinued operations — — Total provision (benefit) from continuing operations $ $ $ The Company has recorded no alternative minimum taxes as the consolidated tax group for which it is a member expects no alternative minimum tax liability, due to the utilization of tax credits. Pre-tax income (losses) consisted of the following: Year Ended Year Ended Year Ended (In thousands) December 31, 2016 December 31, 2015 December 31, 2014 Domestic $ $ $ Foreign — Total $ $ $ The difference between the effective tax rate on earnings from continuing operations before income taxes and the U.S. federal income tax statutory rate is as follows: Year Ended Year Ended Year Ended (In thousands) December 31, 2016 December 31, 2015 December 31, 2014 Income tax expense at the federal statutory rate $ $ $ Effect of: State income taxes Increase (decrease) in reserve for uncertain tax positions Federal and state credits Change in net operating loss carryforward for excess tax deductions — — — Permanent items - transaction costs Permanent items - other Foreign rate differential — — Change in legislation Other Valuation allowance Income tax expense (benefit) $ $ $ Effective income tax rate % % % The significant components of deferred income tax assets and liabilities as of December 31, 2016 and December 31, 2015 are as follows: December 31, 2016 December 31, 2015 Deferred Income Tax Deferred Income Tax (In thousands) Assets Liabilities Assets Liabilities Tangible assets $ — $ $ — $ Accrued liabilities — — Intangible assets — — Receivables — — Investments — — Capital loss carryforwards — — — Pension, postretirement and deferred compensation — — Corporate borrowings — — — Deferred revenue — — Lease liabilities — — Capital and financing lease obligations — — Alternative minimum tax and other credit carryovers — — Net operating loss carryforwards — — Total $ $ $ $ Less: Valuation allowance — — Net deferred income taxes $ $ $ $ A rollforward of the Company’s valuation allowance for deferred tax assets is as follows: Additions Charged Balance at Charged Charged (Credited) to Beginning of (Credited) to (Credited) to Other Balance at (In thousands) Period Expenses Goodwill Accounts(1) End of Period Calendar Year 2016 Valuation allowance-deferred income tax assets $ — $ Calendar Year 2015 Valuation allowance-deferred income tax assets $ — — $ Calendar Year 2014 Valuation allowance-deferred income tax assets $ — — — $ Calendar Year 2013 Valuation allowance-deferred income tax assets $ $ — (1) Primarily relates to amounts resulting from the Company’s tax sharing arrangement, changes in deferred tax assets and associated valuation allowance that are not related to income statement activity as well as amounts charged to other comprehensive income. During the year ended December 31, 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. The $2,900,000 consisted of $2,100,000 net discrete benefit for reduction of uncertain tax positions and $800,000 related to establishing a receivable for amounts previously paid. During the year ended December 31, 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 $1,000,000 for interest on the proposed adjustment ($610,000 net of tax), reinstated approximately $9,200,000 of deferred tax assets and recorded current interest and taxes payable of $10,200,000. The Company’s federal income tax loss carryforward of $562,289,000 will begin to expire in 2018 and will completely expire in 2035 and will be limited annually due to certain change in ownership provisions of the Internal Revenue Code. The Company’s foreign net operating losses of $459,800,000 can be used indefinitely except for approximately $13,800,000, which will expire in varying amounts between 2017 and 2028. The Company also has state income tax loss carryforwards of $257,594,000, which may be used over various periods ranging from 1 to 20 years. From 2008 to 2012, prior to Wanda acquiring Holdings, the Company’s generated significant net deferred tax assets primarily from debt carrying costs and asset impairments combined with reduced operating profitability. At December 31, 2016 and December 31, 2015, the Company recorded net deferred tax assets of $69,483,000 and $126,198,000, respectively. The Company evaluates its deferred tax assets each period to determine if a valuation allowance is required based on whether it is “more likely than not” that some portion of the deferred tax assets would not be realized. The ultimate realization of these deferred tax assets is dependent upon the generation of sufficient taxable income during future periods on a federal, state and foreign jurisdiction basis. The Company conducts its evaluation by considering all available positive and negative evidence. This evaluation considers, among other factors, historical operating results, forecasts of future profitability, the duration of statutory carryforward periods, and the outlooks for the U.S. motion picture and broader economy. Based on the Company’s evaluation through December 31, 2016, the Company continued to reserve a portion of its net deferred tax assets due to uncertainty of their realization and dependence upon future taxable income. The Company has identified a prudent and feasible tax planning strategy which involves the conversion of NCM units into NCM, Inc. common stock that, when executed, generates significant taxable income. The conversion is within the control of the Company and the Company executes the conversion when it becomes necessary to prevent its net operating loss and / or capital loss carryforwards from expiring unrealized. On December 30, 2015, the Company converted 200,000 of its NCM units to NCM, Inc. shares and recognized approximately $4,600,000 of capital gain pursuant to the tax planning strategy described above. See Note 5 - Investments for additional information. The accounting for deferred taxes is based upon an estimate of future results. Differences between estimated and actual results could have a material impact on the Company’s consolidated results of operations, its financial position and the ability to fully realize its deferred tax assets over time. Changes in existing tax laws could also affect actual tax results and the realization of deferred tax assets over time. If future results are significantly different from the Company’s estimates and judgments, the Company may be required to record a valuation allowance against some or all of its deferred tax assets prospectively. As of December 31, 2016, the Company had not provided tax on the cumulative undistributed earnings of its foreign subsidiaries of approximately $14.2 million, because it is the Company’s intention to reinvest these earnings indefinitely. If these earnings were distributed, the Company could be subject to U.S. federal and state income taxes and foreign withholding taxes, net of U.S. foreign tax credits which may be available. The calculation of this unrecognized deferred tax liability is complex and not practicable. A reconciliation of the change in the amount of unrecognized tax benefits was as follows: Year Ended Year Ended Year Ended (In millions) December 31, 2016 December 31, 2015 December 31, 2014 Balance at beginning of period $ $ $ Gross increases—current period tax positions Gross increases—prior period tax positions Favorable resolutions with authorities — Lapse of statute of limitations — — Balance at end of period $ $ $ The Company recognizes income tax-related interest expense and penalties as income tax expense and general and administrative expense, respectively. The amount of interest expense related to federal uncertain tax positions recognized for the year ended December 31, 2016 was $5,000. The amount of interest related to federal uncertain tax positions recognized for the year ended December 31, 2015 was $1,000,000. The Company analyzed and reviewed the remaining state uncertain tax positions to determine the necessity of accruing interest and penalties. The amount of interest related to state uncertain tax positions recognized for the year ended December 31, 2016 was $15,000. The total amount of accrued interest and penalties for state uncertain tax positions at December 31, 2016 and December 31, 2015 was $81,000 and $69,000, respectively. The $81,000 represents the total amount of interest and penalties accrued at December 31, 2016 for all uncertain tax positions. The total amount of net unrecognized tax benefits at December 31, 2016 and December 31, 2015 that would impact the effective tax rate, if recognized, would be $9,327,000 and $27,276,000, respectively. There are currently, unrecognized tax benefits which the Company anticipates will be resolved in the next 12 months; however, the Company is unable at this time to estimate what the impact on its unrecognized tax benefits will be. The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. An IRS examination of the tax years February 28, 2002 through December 31, 2003 of the former Loews Cineplex Entertainment Corporation and subsidiaries was concluded during fiscal 2007. An IRS examination for the tax years ended March 31, 2005 and March 30, 2006 was completed during 2009. Generally, tax years beginning after March 28, 2002 are still open to examination by various taxing authorities. Additionally, the Company has net operating loss (“NOL”) carryforwards for tax years ended October 31, 2000 through March 28, 2002 in the U.S. and various state jurisdictions which have carryforwards of varying lengths of time. These NOLs are subject to adjustment based on the statute of limitations applicable to the return in which they are utilized, not the year in which they are generated. Various state, local and foreign income tax returns are also under examination by taxing authorities. The Company does not believe that the outcome of any examination will have a material impact on its financial statements. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2016 | |
LEASES | |
LEASES | NOTE 10 – LEASES The following table sets forth the future minimum rental payments, by calendar year, required under existing operating leases and digital projector equipment leases payable to DCIP that have initial or remaining non-cancelable terms in excess of one year as of December 31, 2016: Minimum operating (In thousands) lease payments 2017 $ 2018 2019 2020 2021 Thereafter Total minimum payments required $ As of December 31, 2016, the Company has lease agreements for eight theatres with 77 screens which are under construction or development and are expected to open from 2017 to 2019. Included in other long-term liabilities as of December 31, 2016 and December 31, 2015 was $325,201,000 and $206,265,000 respectively, of deferred rent representing future minimum rental payments for leases with scheduled rent increases and landlord contributions, and $216,581,000 and $140,440,000, respectively, for unfavorable lease liabilities. Rent expense is summarized as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Minimum rentals $ $ $ Common area expenses Percentage rentals based on revenues Rent General and administrative and other Total $ $ $ |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2016 | |
EMPLOYEE BENEFIT PLANS | |
EMPLOYEE BENEFIT PLANS | NOTE 11 – EMPLOYEE BENEFIT PLANS The Company sponsors frozen non-contributory qualified and non-qualified defined benefit pension plans generally covering all employees in the U.S. who, prior to the freeze, were age 21 or older and had completed at least 1,000 hours of service in their first year of employment, or in a calendar year ending thereafter, and who were not covered by a collective bargaining agreement. The Company sponsors frozen defined benefit pension plans in the U.K. that were acquired from Odeon on November 30, 2016. 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 December 31, 2013, the Company’s Board of Directors approved revisions to the Company’s Postretirement Medical and Life Insurance Plan effective April 1, 2014 and the changes were communicated to the plan participants. As a result of these revisions, the Company recorded a prior service credit of approximately $15,197,000 through other comprehensive income to be amortized over nine years starting in 2014, based on expected future service of the remaining participants. On January 12, 2015, the Compensation Committee and the Board of Directors of Holdings, adopted resolutions to terminate the AMC Postretirement Medical Plan with an effective date of March 31, 2015. During the quarter ended March 31, 2015, the Company notified eligible associates that their retiree medical coverage under the plan will terminate after March 31, 2015. Payments to eligible associates were approximately $4,300,000 during the year ended December 31, 2015. The Company recorded net periodic benefit credits of $18,118,000, 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 year ended December 31, 2015. The measurement dates used to determine pension and other postretirement benefits were December 31, 2016, December 31, 2015, and December 31, 2014. Net periodic benefit cost for the plans consists of the following: U.S. Pension Benefits Year Year Year Ended Ended Ended (In thousands) December 31, 2016 December 31, 2015 December 31, 2014 Components of net periodic benefit cost: Interest cost $ $ $ Expected return on plan assets Amortization of net (gain) loss Settlement (gain) loss — Net periodic benefit cost (credit) $ $ $ International Pension Benefits and Terminated U.S. Retiree Health Plan Year Year Year Ended Ended Ended (In thousands) December 31, 2016 December 31, 2015 December 31, 2014 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) $ $ $ The following table summarizes the changes in other comprehensive income: U.S. Pension Benefits Year Ended Year Ended Year Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Net (gain) loss $ $ $ Prior service credit — — — Amortization of net gain Amortization of prior service credit — — — Curtailment — — — Settlement — Allocated tax expense (benefit) — Total recognized in other comprehensive (income) loss $ $ $ Net periodic benefit cost (credit) Total recognized in net periodic benefit cost (credit) and other comprehensive (income) loss $ $ $ International Pension Benefits and Terminated U.S. Retiree Health Plan Year Ended Year Ended Year Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Net (gain) loss $ $ $ Prior service credit — — Amortization of net gain — Amortization of prior service credit — Curtailment — — Settlement — — Allocated tax expense (benefit) — Total recognized in other comprehensive (income) loss $ $ $ Net periodic benefit cost (credit) Total recognized in net periodic benefit cost (credit) and other comprehensive (income) loss $ $ $ The following tables set forth the plan’s change in benefit obligations and plan assets and the accrued liability for benefit costs included in the Consolidated Balance Sheets: U.S. Pension Benefits Year Year Ended Ended December 31, December 31, (In thousands) 2016 2015 Change in benefit obligation: Benefit obligation at beginning of period $ $ Service cost — — Interest cost Actuarial (gain) loss Plan amendment — — Benefits paid Administrative expenses Settlement paid Settlement gain Benefit obligation at end of period $ $ International Pension Benefits and Terminated U.S. Retiree Health Plan (1) Year Year Ended Ended December 31, December 31, (In thousands) 2016 2015 Change in benefit obligation: Benefit obligation at beginning of period $ — $ Acquisition — Service cost — Interest cost Plan participants’ contributions — Actuarial (gain) loss Plan amendment — Benefits paid Administrative expenses — — Settlement paid — Currency translation adjustment — Benefit obligation at end of period $ $ — (1) The Company terminated its Post Retirement Medical and Life Insurance Plan in 2015. Activity for the calendar years 2015 and 2014 reflect activity for the U.S. Retiree Health Plan only. Activity for calendar 2016 reflects activity only for the International Pension Benefits assumed from Odeon in November 2016. U.S. Pension Benefits Year Year Ended Ended December 31, December 31, (In thousands) 2016 2015 Change in plan assets: Fair value of plan assets at beginning of period $ $ Actual return on plan assets (loss) gain Employer contribution Plan participants’ contributions — — Benefits paid Administrative expense Settlement paid Fair value of plan assets at end of period $ $ Net liability for benefit cost: Funded status $ $ International Pension Benefits and Terminated U.S. Retiree Health Plan Year Year Ended Ended December 31, December 31, (In thousands) 2016 2015 Change in plan assets: Fair value of plan assets at beginning of period $ — $ — Acquisition — Actual return on plan assets(loss) gain — Employer contribution — Plan participants’ contributions — Benefits paid Currency translation adjustment Fair value of plan assets at end of period $ $ — Net asset for benefit cost: Funded status $ $ — U.S. Pension Benefits International Pension Benefits and Terminated U.S. Retiree Health Plan December 31, December 31, December 31, December 31, (In thousands) 2016 2015 2016 2015 Amounts recognized in the Balance Sheet: Other long-term assets $ — $ — $ $ — Accrued expenses and other liabilities — — Other long-term liabilities — Net asset (liability) recognized $ $ $ $ — Aggregate accumulated benefit obligation $ $ $ $ — The following table summarizes pension plans with accumulated benefit obligations and projected benefit obligations in excess of plan assets: U.S. Pension Benefits International Pension Benefits and Terminated U.S. Retiree Health Plan December 31, December 31, December 31, December 31, (In thousands) 2016 2015 2016 2015 Aggregated accumulated benefit obligation $ $ $ $ — Aggregated projected benefit obligation — Aggregated fair value of plan assets — Amounts recognized in accumulated other comprehensive income consist of the following: U.S. Pension Benefits International Pension Benefits and Terminated U.S. Retiree Health Plan December 31, December 31, December 31, December 31, (In thousands) 2016 2015 2016 2015 Net actuarial (gain) loss $ $ $ $ Prior service credit — — — Amounts in accumulated other comprehensive income expected to be recognized in components of net periodic pension cost during the calendar year 2017 are as follows: U.S. Pension (In thousands) Benefits Net actuarial loss $ International Pension (In thousands) Benefits Net actuarial (gain) $ Actuarial Assumptions The weighted-average assumptions used to determine benefit obligations are as follows: U.S. Pension Benefits International Pension Benefits and Terminated U.S. Retiree Health Plan December 31, December 31, December 31, December 31, 2016 2015 2016 2015 Discount rate N/A Rate of compensation increase N/A N/A N/A The weighted-average assumptions used to determine net periodic benefit cost are as follows: U.S. Pension Benefits International Pension Benefits and Terminated U.S. Retiree Health Plan Year Year Year Year Year Year Ended Ended Ended Ended Ended Ended December 31, December 31, December 31, December 31, December 31, December 31, 2016 2015 2014 2016 2015 2014 Discount rate Weighted average expected long-term return on plan assets N/A N/A Rate of compensation increase N/A N/A N/A N/A N/A In developing the expected long-term rate of return on plan assets at each measurement date, the Company considers the plan assets’ historical returns, asset allocations, and the anticipated future economic environment and long-term performance of the asset classes. While appropriate consideration is given to recent and historical investment performance, the assumption represents management’s best estimate of the long-term prospective return. Cash Flows The Company expects to contribute $2,995 and $1,239 to the U.S. and International pension plans, respectfully during the calendar year 2017. The following table provides the benefits expected to be paid (inclusive of benefits attributable to estimated future employee service) in each of the next five years, and in the aggregate for the five years thereafter: (In thousands) U.S. Pension Benefits International Pension Benefits and Terminated U.S. Retiree Health Plan 2017 $ $ 2018 2019 2020 2021 Years 2022 - 2026 Pension Plan Assets The Company’s investment objectives for its U.S. defined benefit pension plan investments are: (1) to preserve the value of its principal; (2) to maximize a real long-term return with respect to the plan assets consistent with minimizing risk; (3) to achieve and maintain adequate asset coverage for accrued benefits under the plan; and (4) to maintain sufficient liquidity for payment of the plan obligations and expenses. The Company uses a diversified allocation of equity, debt, commodity and real estate exposures that are customized to the plan’s cash flow benefit needs. The target allocations for U.S. plan assets are as follows: U.S. Target Asset Category Allocation Fixed(1) Equity Securities—U.S. Equity Securities—International Collective trust fund Private Real Estate (1) Includes U.S. Treasury Securities and Bond market fund. The international pension benefit plans do not have an established asset target allocation for 2016. Valuation Techniques. The fair values classified within Level 1 of the valuation hierarchy were determined using quoted market prices from actively traded markets. The fair values classified within Level 2 of the valuation hierarchy included pooled separate accounts and collective trust funds, which valuations were based on market prices for the underlying instruments that were observable in the market or could be derived by observable market data from independent external valuation information. The fair value of the U.S. pension plan assets at December 31, 2016, by asset class is as follows: Fair Value Measurements at December 31, 2016 Using Total Carrying Quoted prices in Significant other Significant Value at active market observable inputs unobservable inputs (In thousands) December 31, 2016 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ $ $ — $ — Equity securities: U.S. companies — — International companies — — Bond market fund — — Collective trust fund — — Private real estate — — Total assets at fair value $ $ $ $ — The fair value of the International Pension Benefits and Terminated U.S. Retiree Health Plan assets at December 31, 2016, by asset class is as follows: Fair Value Measurements at December 31, 2016 Using Total Carrying Value at Quoted prices in Significant other Significant December 31, active market observable inputs unobservable inputs (In thousands) 2016 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ $ $ — $ — Equity securities: U.S. companies — — International companies — — Bond market fund — — Commodities broad basket fund — — Private real estate — — Total assets at fair value $ $ $ $ — The fair value of the U.S. pension plan assets at December 31, 2015, by asset class is as follows: Fair Value Measurements at December 31, 2015 Using Total Carrying Value at Quoted prices in Significant other Significant December 31, active market observable inputs unobservable inputs (In thousands) 2015 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ $ $ — $ — U.S. treasury securities — — Equity securities: U.S. companies — — International companies — — Bond market fund — — Collective trust fund — — Commodities broad basket fund — — Private real estate — — Total assets at fair value $ $ $ $ — Defined Contribution Plan The Company sponsors a voluntary 401(k) savings plan covering certain U.S. employees age 21 or older and who are not covered by a collective bargaining agreement. Under the Company’s 401(k) Savings Plan, the Company matches 100% of each eligible employee’s elective contributions up to 3% and 50% of contributions up to 5% of the employee’s eligible compensation. The Company’s expense under the 401(k) savings plan was $3,463,000, $3,353,000, and $2,696,000, for the years ended December 31, 2016, December 31, 2015 and December 31, 2014, respectively. Union-Sponsored Plans Certain theatre employees are covered by union-sponsored pension and health and welfare plans. Company contributions into these plans are determined in accordance with provisions of negotiated labor contracts. Contributions aggregated $0, $72,000, and $207,000, for the years ended December 31, 2016, December 31, 2015 and December 31, 2014, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 – 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 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. 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 January 20, 2017, the Company entered into a definitive agreement to acquire Nordic Cinema Group Holding AB (“Nordic”) from European private equity firm Bridgepoint and Swedish media group Bonnier Holding in an all-cash transaction valued at SEK 8,250 million ($929 million USD) as of January 20, 2017. The U.S. Dollar amounts set forth in the preceding sentence assume a SEK/USD exchange rate of SEK 8.879 = USD $1.00 as of January 20, 2017. Nordic is the largest theatre exhibitor in seven countries in the affluent northern region of Europe. The Company has entered into a debt financing commitment letter in connection with the definitive agreement which provides senior secured incremental term loans in an aggregate amount of up to $675,000,000 and a senior subordinated bridge loan in an aggregate amount of up to $325,000,000 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 its control. The transaction is conditional upon antitrust clearance by the European Commission, which is expected to be received in the first half of 2017. |
THEATRE AND OTHER CLOSURE AND D
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS | |
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS | NOTE 13 – THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS The Company has provided reserves for estimated losses from theatres and screens which have been permanently closed and vacant space with no right to future use. As of December 31, 2016, the Company reserved $34,563,000 for lease terminations which have either not been consummated or paid, related primarily to nine theatres and certain vacant restaurant space. The Company is obligated under long-term lease commitments with remaining terms of up to 11 years for theatres which have been closed. As of December 31, 2016, base rents aggregated approximately $9,601,000 annually and $38,600,000 over the remaining terms of the leases. A rollforward of reserves for theatre and other closure is as follows: Year Ended Year Ended Year Ended (In thousands) December 31, 2016 December 31, 2015 December 31, 2014 Beginning balance $ $ $ Theatre and other closure expense Transfer of assets and liabilities — — Foreign currency translation adjustment Cash payments Ending balance $ $ $ The Company recognized theatre and other closure expense of $5,204,000, $5,028,000, and $9,346,000, during the years ended December 31, 2016, December 31, 2015, and December 31, 2014, respectively. Theatre and other closure expense included the accretion on previously closed properties with remaining lease obligations. In May 2014, one theatre with 13 screens in Canada was permanently closed. In the accompanying Consolidated Balance Sheets, the current portion of the theatre and other closure ending balance was included with accrued expenses and other liabilities and the long-term portion of the theatre and other closure ending balance was included with other long-term liabilities. See Note 6 - Supplemental Balance Sheet Information for further information. 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. As of December 31, 2016, the future lease obligations are discounted at annual rates ranging from 6.0% to 9.0%. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2016 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 14 – 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 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: Fair Value Measurements at December 31, 2016 Using Total Carrying Significant Value at Quoted prices in Significant other unobservable December 31, active market observable inputs inputs (In thousands) 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 $ $ $ — $ — Fair Value Measurements at December 31, 2015 Using Total Carrying Significant Value at Quoted prices in Significant other unobservable December 31, active market observable inputs inputs (In thousands) 2015(1) (Level 1) (Level 2) (Level 3) Other long-term assets: Money market mutual funds $ $ $ — $ — Equity securities, available-for-sale: RealD Inc. common stock — — 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) 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 16 - Accumulated Other Comprehensive Income for the unrealized gain on equity securities recorded in accumulated other comprehensive income. Nonrecurring Fair Value Measurements. The following table summarizes the fair value hierarchy of the Company’s assets that were measured at fair value on a nonrecurring basis: Fair Value Measurements at December 31, 2016 Using Total Carrying Significant other Significant Value at Quoted prices in observable unobservable December 31, active market inputs inputs Total (In thousands) 2016 (Level 1) (Level 2) (Level 3) Losses Property, net: Property owned, net $ $ — $ — $ $ Fair Value Measurements at December 31, 2015 Using Total Carrying Significant other Significant Value at Quoted prices in observable unobservable December 31, active market inputs inputs Total (In thousands) 2015 (Level 1) (Level 2) (Level 3) Losses Property, net: Property owned, net $ $ — $ — $ $ Intangibles, net: Favorable lease — $ — $ — $ — $ Long-lived assets held and used and a favorable lease were considered impaired and were written down to their fair value at December 31, 2016 and December 31, 2015 of $1,541,000 and $2,480,000, respectively. 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 December 31, 2016 Using Significant other Significant Total Carrying Quoted prices in observable unobservable Value at active market inputs inputs (In thousands) December 31, 2016 (Level 1) (Level 2) (Level 3) Current maturities of corporate borrowings $ $ — $ $ Corporate borrowings — Fair Value Measurements at December 31, 2015 Using Total Carrying Significant other Significant Value at Quoted prices in observable unobservable December 31, active market inputs inputs (In thousands) 2015 (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. |
OPERATING SEGMENT
OPERATING SEGMENT | 12 Months Ended |
Dec. 31, 2016 | |
OPERATING SEGMENT | |
OPERATING SEGMENT | NOTE 15 – OPERATING SEGMENTS The Company reports information about operating segments in accordance with ASC 280-10, Segment Reporting , which requires financial information to be reported based on the way management organizes segments within a company for making operating decisions and evaluating performance. Beginning with the Company’s acquisition of Odeon in 2016, the Company has identified two reportable segments for its theatrical exhibition operations, U.S. markets and International markets. The International markets segment consists of operations in the United Kingdom, Germany, Spain, Italy, Ireland, Austria and Portugal. Each segment’s revenue is derived from admissions, food and beverage sales and other ancillary revenues, primarily screen advertising, AMC Stubs ® membership fees, ticket sales, gift card income and exchange ticket income. The measure of segment profit and loss the Company uses to evaluate performance and allocate its resources is Adjusted EBITDA, as defined in the reconciliation table below. The Company does not report asset information by segment because that information is not used to evaluate the performance of or allocate resources between segments. Below is a breakdown of select financial information by reportable operating segment: Year Ended Year Ended Year Ended Revenues (In thousands) December 31, 2016 December 31, 2015 December 31, 2014 U.S. markets $ $ $ International markets Total revenues $ $ $ Year Ended Year Ended Year Ended Adjusted EBITDA (1) (In thousands) December 31, 2016 December 31, 2015 December 31, 2014 U.S. markets $ $ $ International markets Total Adjusted EBITDA $ $ $ Year Ended Year Ended Year Ended Capital Expenditures (In thousands) December 31, 2016 December 31, 2015 December 31, 2014 U.S. markets $ $ $ International markets — — Total capital expenditures $ $ $ (1) The Company presents Adjusted EBITDA as a supplemental measure of its performance. The Company defines Adjusted EBITDA as net earnings plus (i) income tax provision, (ii) interest expense and (iii) depreciation and amortization, as further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance and to include any cash distributions of earnings from our equity method investees. The measure of segment profit and loss the Company uses to evaluate performance and allocate its resources is Adjusted EBITDA, which is consistent with how Adjusted EBITDA is defined in our debt indentures. (2) Distributions from NCM are reported entirely within the U.S. markets segment. Financial Information About Geographic Area: Year Ended Year Ended Year Ended Revenues December 31, 2016 December 31, 2015 December 31, 2014 United States $ $ $ United Kingdom Italy — — Spain — — Germany — — Other foreign countries — — Total $ $ $ As of As of Long-term assets, net (In thousands) December 31, 2016 December 31, 2015 United States $ $ International Total long-term assets (1) $ $ (1) Long-term assets are comprised of property, intangible assets, goodwill, deferred income tax assets and other long-term assets. The following table sets forth a reconciliation of net earnings to Adjusted EBITDA: Year Ended Year Ended Year Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Net earnings $ $ $ Plus: Income tax provision Interest expense Depreciation and amortization Impairment of long-lived assets Certain operating expenses(1) Equity in earnings of non-consolidated entities Cash distributions from non-consolidated entities Investment expense (income) Other expense (income)(2) General and administrative expense—unallocated: Merger, acquisition and transaction costs(3) Stock-based compensation expense(4) Adjusted EBITDA $ $ $ (1) Amounts represent preopening expense related to temporarily closed screens under renovation, theatre and other closure expense for the permanent closure of screens including the related accretion of interest, non-cash deferred digital equipment rent expense, and disposition of assets and other non-operating gains or losses included in operating expenses. The Company has excluded these items as they are non-cash in nature, include components of interest cost for the time value of money or are non-operating in nature. (2) Other expense for the prior year periods related to the cash tender offer and redemption of the 9.75% Senior Subordinated Notes due 2020. The Company has excluded other expense and income related to financing activities as the amounts are similar to interest expense or income and are non-operating in nature. (3) Merger, acquisition and transition costs are excluded as it is non-operating in nature. (4) Non-cash or non-recurring expense included in general and administrative: other. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME | 12 Months Ended |
Dec. 31, 2016 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | NOTE 16 – ACCUMULATED OTHER COMPREHENSIVE INCOME The following tables present the change in accumulated other comprehensive income (loss) by component: Unrealized Net Unrealized Net Pension and Gain from Gain from Equity Foreign Other Marketable Method Investees’ (In thousands) Currency 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, December 31, 2016 $ $ $ $ $ Unrealized Net Unrealized Net Pension and Gain from Gain from Equity Foreign Other Marketable 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, December 31, 2015 $ $ $ $ $ (1) See Note 11 - Employee Benefit Plans for further information regarding amounts reclassified from accumulated other comprehensive income. The tax effects allocated to each component of other comprehensive income (loss) is as follows: Year Ended December 31, 2016 December 31, 2015 December 31, 2014 Tax Tax Tax Pre-Tax (Expense) Net-of-Tax Pre-Tax (Expense) Net-of-Tax Pre-Tax (Expense) Net-of-Tax (In thousands) Amount Benefit Amount Amount Benefit Amount Amount Benefit Amount Unrealized foreign currency translation adjustment (1) $ $ $ $ $ $ $ $ $ Pension and other benefit adjustments: — Net gain (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 gain (loss) arising during the period Realized net loss reclassified into equity in earnings of non-consolidated entities Other comprehensive income (loss) $ $ $ $ $ $ $ $ $ (1) Deferred tax impacts of foreign currency translation for the Odeon international operations acquired during 2016 have not been recorded due to the Company’s intent to remain permanently invested. |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 12 Months Ended |
Dec. 31, 2016 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | NOTE 17 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION Years Ended December 31, 2016, December 31, 2015, and December 31, 2014 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 the Sterling Notes due 2024, the Notes due 2025 and Notes due 2026 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. Year Ended December 31, 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 — — Impairment of long-lived assets — — — 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 before income taxes Income tax provision — — Net earnings $ $ $ $ $ Year Ended December 31, 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 — — Impairment of long-lived assets — — — 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) $ $ $ $ $ Year Ended December 31, 2014: 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 — — Impairment of long-lived assets — — — 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 — — — Earnings (loss) from continuing operations Gain from discontinued operations, net of income taxes — — — Net earnings (loss) $ $ $ $ $ Year Ended December 31, 2016: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings $ $ $ $ $ Equity in other comprehensive income (loss) of subsidiaries — — Unrealized foreign currency translation adjustment, net of tax — — Pension and other benefit adjustments: Net gain (loss) arising during the period, net of tax — — Amortization of net loss (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 into investment income, net of tax — — — Equity method investees’ cash flow hedge: — Unrealized net holding loss arising during the period, net of tax — — — Realized net loss reclassified into equity in earnings of non-consolidated entities, net of tax — — — Other comprehensive income (loss) Total comprehensive income $ $ $ $ $ Year Ended December 31, 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 gain 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 loss arising during the period, net of tax — — — Realized net gain reclassified into 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 loss reclassified into equity in earnings of non-consolidated entities, net of tax — — — Other comprehensive income (loss) Total comprehensive income (loss) $ $ $ $ $ Year Ended December 31, 2014: 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 — — — 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 — — — Marketable securities: Unrealized holding gain arising during the period, net of tax — — — Realized net gain reclassified into 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 loss reclassified into equity in earnings of non-consolidated entities, net of tax — — — Other comprehensive income (loss) Total comprehensive income (loss) $ $ $ $ $ As of December 31, 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 — — Deferred tax liability — — — 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 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 $ $ $ $ $ Year Ended December 31, 2016: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by (used in) operating activities $ $ $ $ — $ Cash flows from investing activities: Capital expenditures — — Acquisition of Odeon, net of cash acquired — Acquisition of Carmike, net of cash acquired — Acquisition of Starplex, net of cash acquired — — — Proceeds from disposition of long-term assets — — — Investments in non-consolidated entities, net — — — Other, net — — — Net cash provided by (used in) investing activities — — Cash flows from financing activities: Proceeds from the issuance of Term Loan due 2023 — — — Proceeds from issuance of Senior Subordinated Sterling Notes due 2024 — — — Proceeds from issuance of Senior Subordinated Notes due 2026 — — — Proceeds from issuance of Bridge Loan due 2017 — — — Payment of Odeon Senior Subordinated GBP Notes due 2018 — — — Payment of Odeon Senior Subordinated EUR Notes due 2018 — — — Payments under Revolving Credit Facility — — — Payments of stock issuance costs — — — Principal payments under Term Loan — — — Principal payments under capital and financing lease obligations — — Principal payments under promissory note — — — Cash used to pay dividends — — — Deferred financing fees — — — Change in intercompany advances — — Net cash provoded by (used in) financing activities — Effect of exchange rate changes on cash and equivalents — Net increase (decrease) in cash and equivalents — Cash and equivalents at beginning of period — Cash and equivalents at end of period $ $ $ $ — $ Year Ended December 31, 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 — — Acquisition of Starplex Cinemas, net of cash acquired — — — Proceeds from disposition of long-term assets — — — Investments in non-consolidated entities, net — — — Other, net — — — Net cash used in investing activities — — Cash flows from financing activities: Proceeds from issuance of Senior Subordinated Notes due 2025 — — — Proceeds from extension and modification of Term Loan due 2022 — — — Repurchase of Senior Subordinated Notes due 2020 — — — Net borrowings under Revolving Credit Facility — — — Principal payments under Term Loan — — — Principal payments under capital and financing lease obligations — — — Principal payments under promissory note — — — Principal amount of coupon payment under Senior Subordinated Notes due 2020 — — — Deferred financing costs — — — Change in intercompany advances — — Cash used to pay dividends — — — 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 $ $ $ $ — $ Year Ended December 31, 2014: 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 — — Proceeds from disposition of long-term assets — — — Investments in non-consolidated entities, net — — — Other, net — — — Net cash used in investing activities — — Cash flows from financing activities: Proceeds from issuance of Senior Subordinated Notes due 2022 — — — Repurchase of Senior Notes due 2019 — — — Payment of initial public offering costs — — — Principal payments under Term Loan — — — Principal payments under capital and financing lease obligations — — — Principal payments under promissory note — — — Principal amount of coupon payment under Senior Subordinated Notes due 2020 — — — Cash used to pay deferred financing costs — — — Cash used to pay dividends — — — Purchase of treasury stock — — — 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 EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
SUBSEQUENT EVENTS. | |
SUBSEQUENT EVENTS | NOTE 18 – SUBSEQUENT EVENTS On February 13, 2017, the Company completed an additional public offering of 19,047,619 shares of Class A common stock at a price of $31.50 per share ($600,000,000), resulting in net proceeds of $579,000,000 after underwriters commission. The Company used a portion of the net proceeds to repay the aggregate principal amount of the Bridge Loan of $350,000,000. On February 13, 2017, in connection with the additional public offering of Class A common stock, Mr. Aron purchased 31,747 shares of our Class A common stock at a price of $31.50 per share and on the same terms as the other purchasers in the offering. On February 14, 2017, Holdings’ Board of Directors declared a cash dividend in the amount of $0.20 per share on Class A and Class B common stock, payable on March 27, 2017 to stockholders of record on March 13, 2017. On February 17, 2017, the Company completed an additional public offering of 1,283,255 shares of Class A common stock at a price of $31.50 per share ($40,423,000), resulting in net proceeds of $39,000,000, pursuant to the partial exercise of the over-allotment option granted to the underwriters. On March 8, 2017, the Company reached an agreement to settle litigation that was pending as of December 31, 2016, giving rise to a recognized subsequent event resulting in an increase of $7,000,000 in other general and administrative expenses for the year ended December 31, 2016. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2016 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | NOTE 19 – EARNINGS PER SHARE Basic earnings per share is computed by dividing net earnings from continuing operations by the weighted-average number of common shares outstanding. Diluted earnings per share includes the effects of contingently issuable RSUs and PSUs, if dilutive. The following table sets forth the computation of basic and diluted earnings from continuing operations per common share: Year Ended Year Ended Year Ended (In thousands) December 31, 2016 December 31, 2015 December 31, 2014 Numerator: Net earnings from continuing operations $ $ $ 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 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. 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 if the end of the reporting period were the end of the contingency period. During the years ended December 31, 2016 and December 31, 2015, unvested PSUs of 83,477 at the minimum performance target and unvested performance based RSU’s of 90,654 were not included in the computation of diluted earnings per share as vesting conditions were not met at the end of the reporting period. |
SUPPLEMENTAL FINANCIAL INFORMAT
SUPPLEMENTAL FINANCIAL INFORMATION BY QUARTER (UNAUDITED) | 12 Months Ended |
Dec. 31, 2016 | |
SUPPLEMENTAL FINANCIAL INFORMATION By QUARTER (UNAUDITED) | |
SUPPLEMENTAL FINANCIAL INFORMATION BY QUARTER (UNAUDITED) | NOTE 20 – SUPPLEMENTAL FINANCIAL INFORMATION BY QUARTER (UNAUDITED) 2016 Quarter Quarter Quarter Quarter Year Ended Ended Ended Ended Ended March 31, June 30, September 30, December 31, December 31, (In Thousands, except per share data) 2016 2016 2016 2016 2016 Total revenues $ $ $ $ $ Operating income Net earnings (1) $ $ $ $ $ Basic earnings per share: $ $ $ $ $ Diluted earnings per share: $ $ $ $ $ (1) Income tax provision included a benefit of $19,200,000 during the three months ended December 31, 2016 related to resolution of an uncertain tax position. Merger, acquisition and transaction costs include a $10,000,000 management transaction bonus financed by a capital contribution from Wanda and related to the successful completion of the Odeon and Carmike acquisitions during the quarter ended December 31, 2016. General and administrative: other includes $7,000,000 of expense related to the settlement of litigation during the quarter ended December 31, 2016. 2015 Quarter Quarter Quarter Quarter Year Ended Ended Ended Ended Ended March 31, June 30, September 30, December 31, December 31, (In Thousands, except per share data) 2015 2015 2015 2015 2015 Total revenues $ 653,124 $ 821,079 $ 688,840 $ 783,857 $ 2,946,900 Operating income 32,053 94,173 35,539 75,292 237,057 Net earnings (1) 6,138 43,923 12,178 41,617 103,856 Basic earnings per share $ 0.06 $ 0.45 $ 0.12 $ 0.42 $ 1.06 Diluted earnings per share $ 0.06 $ 0.45 $ 0.12 $ 0.42 $ 1.06 (1) Other expense (income) during the year ended December 31, 2015 was primarily due to a loss on extinguishment of indebtedness related to the cash tender offer and redemption of the Notes due 2020 of $9,318,000 and the modification of the Senior Secured Credit Facility of $1,366,000. 2014 Quarter Quarter Quarter Quarter Year Ended Ended Ended Ended Ended March 31, June 30, September 30, December 31, December 31, (In Thousands, except per share data) 2014 2014 2014 2014 2014 Total revenues $ $ $ $ $ Operating income Earnings (loss) from continuing operations(1) Gain (loss) from discontinued operations, net of income taxes — — Net earnings (loss) $ $ $ $ $ Basic earnings (loss) per share: Earnings from continuing operations $ $ $ $ $ Gain from discontinued operations — — — — Basic earnings (loss) per share $ $ $ $ $ Diluted earnings (loss) per share: Earnings from continuing operations $ $ $ $ $ Gain from discontinued operations — — — — Diluted earnings (loss) per share $ $ $ $ $ (1) Other expense (income) for the year ended December 31, 2014 was primarily due to a gain on extinguishment of indebtedness related ti the cash tender offer and redemption of the Notes due 2019 of $8,386,000. |
THE COMPANY AND SIGNIFICANT A29
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES | |
Initial Public Offering of Holdings | Initial Public Offering of Holdings: On December 23, 2013, Holdings completed its initial public offering (“IPO”) of 18,421,053 shares of Class A common stock at a price of $18.00 per share. In connection with the IPO, the underwriters exercised in full their option to purchase an additional 2,631,579 shares of Class A common stock. As a result, the total IPO size was 21,052,632 shares of Class A common stock and the net proceeds to Holdings were approximately $355,299,000 after deducting underwriting discounts, commissions and offering expenses. |
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) Fair value of acquired assets and liabilities, and (5) Gift card and exchange ticket income. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation: The consolidated financial statements include the accounts of Holdings and all subsidiaries, as discussed above. 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 comprehensive income for the periods presented are attributable to controlling interests. The Company manages its business under two reportable segments for its theatrical exhibition operations, U.S. markets and International markets. |
Discontinued Operations | Discontinued Operations: The results of operations for the Company’s discontinued operations have been eliminated from the Company’s continuing operations and classified as discontinued operations for each period presented within the Company’s Consolidated Statements of Operations. |
Revenues | Revenues: Revenues are recognized when admissions and food and beverage sales are received at the theatres and are reported net of sales tax. The Company defers 100% of the revenue associated with the sales of gift cards and exchange tickets until such time as the items are redeemed or income from non-redemption is recorded. The Company recognizes income from non-redeemed or partially redeemed gift cards using the Proportional Method where it applies a non-redemption rate for its four gift card sales channels, which ranges from 13% to 20% of the current month sales, and the Company recognizes the total amount of income for that current month’s sales as income over the next 24 months in proportion to the pattern of actual redemptions. The Company has determined its non-redeemed rates and redemption patterns using data accumulated over ten years on a company-wide basis. Income for non-redeemed exchange tickets continues to be recognized as the redemption of these items is determined to be remote, that is if a ticket has not been used within 18 months after being purchased. During the years ended December 31, 2016, December 31, 2015, and December 31, 2014, the Company recognized $22,994,000, $22,879,000, and $21,347,000, of income, respectively, related to the derecognition of gift card liabilities, which was recorded in other theatre revenues in the Consolidated Statements of Operations. During the years ended December 31, 2016, December 31, 2015, and December 31, 2014, the Company recognized $13,647,000, $12,079,000, and $11,710,000 of income, respectively, related to the derecognition of exchange ticket liabilities, which was recorded in other theatre revenues in the Consolidated Statements of Operations. |
Film Exhibition Costs | Film Exhibition Costs: Film exhibition costs are accrued based on the applicable box office receipts and estimates of the final settlement to the film licenses. Film exhibition costs include certain advertising costs. As of December 31, 2016 and December 31, 2015, the Company recorded film payables of $203,588,000 and $131,690,000, respectively, and which are included in accounts payable in the accompanying Consolidated Balance Sheets. |
Food and Beverage Costs | Food and Beverage Costs: The Company records rebate payments from vendors as a reduction of food and beverage costs when earned. |
Screen Advertising | Screen Advertising: On March 29, 2005, the Company and Regal Entertainment Group (“Regal”) combined their respective cinema screen advertising businesses into a joint venture company called National CineMedia, LLC (“NCM”) and on July 15, 2005, Cinemark Holdings, Inc. (“Cinemark”) joined NCM. The Company, Regal and Cinemark are known as the “Founding Members.” NCM engages in the marketing and sale of cinema advertising and promotions products, business communications and training services. The Company records its share of on-screen advertising revenues generated by NCM in other theatre revenues. |
Customer Frequency Program | Customer Frequency Program: AMC Stubs ® is a customer loyalty program which allows members to earn rewards, receive discounts and participate in exclusive members-only offerings and services. In July 2016, the Company completed a national relaunch of its AMC Stubs ® loyalty program featuring both a traditional paid tier called AMC Stubs Premiere TM and a new non-paid tier called AMC Stubs Insider TM . Both programs reward loyal guests for their patronage of AMC Theatres. The AMC Stubs Insider TM tier rewards guests for simply coming to the movies, and benefits include free refills on certain food items, discount ticket offers, a birthday gift and 20 reward points earned for every dollar spent. For a $15 annual membership fee, AMC Stubs Premiere TM members enjoy express service with specially marked shorter lines at the box office and concession stand, free size upgrades on certain food and beverage items, discount ticket offers, a birthday gift, discounted online ticketing fees and 100 reward points for every dollar spent. Some of the rewards earned are redeemable on future purchases at AMC locations. Once an AMC Stubs Premiere TM or AMC Stubs Insider TM member accumulates 5,000 points they will earn a $5 virtual reward. The portion of the admissions and food and beverage revenues attributed to the rewards is deferred as a reduction of admissions and food and beverage revenues and is allocated between admissions and food and beverage revenues based on expected member redemptions. Upon redemption, deferred rewards are recognized as revenues along with associated cost of goods. Converted rewards not redeemed within 9 months are forfeited and recognized as admissions or food and beverage revenues. Progress rewards (member expenditures toward converted or earned rewards) for expired memberships are forfeited based upon specified periods of inactivity of the membership and recognized as admissions or food and beverage revenues. The program's annual membership fee is deferred, net of estimated refunds, and is recognized ratably over the one-year membership period. |
Advertising Costs | Advertising Costs: The Company expenses advertising costs as incurred and does not have any direct-response advertising recorded as assets. Advertising costs were $10,083,000, $10,316,000, and $10,317,000, for the years ended December 31, 2016, December 31, 2015, and December 31, 2014, respectively, and are recorded in operating expense in the accompanying Consolidated Statements of Operations. |
Cash and Equivalents | Cash and Equivalents: All highly liquid debt instruments and investments purchased with an original maturity of three months or less are classified as cash equivalents. |
Intangible Assets | Intangible Assets: Intangible assets are recorded at fair value, in the case of intangible assets resulting from the acquisition of Holdings by Wanda on August 30, 2012 and other theatre acquisitions, and are comprised of amounts assigned to theatre leases acquired under favorable terms, management contracts, a contract with an equity method investee, and a non-compete agreement, each of which are being amortized on a straight- line basis over the estimated remaining useful lives of the assets, and trademark and trade names, which are considered either definite or indefinite lived intangible assets. Indefinite lived intangible assets are not amortized but rather evaluated for impairment annually. The Company first assesses the qualitative factors to determine whether the existence of events and circumstances indicate that it is more likely than not the fair value of an indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test. For the year ended December 31, 2015, the Company recorded an intangible asset impairment charge of $839,000 related to a favorable lease for one theatre with six screens. There were no intangible asset impairment charges incurred during the years ended December 31, 2016 and December 31, 2014. |
Investments | Investments: The Company accounts for its investments in non-consolidated entities using either the cost or equity methods of accounting as appropriate, and has recorded the investments within other long-term assets in its Consolidated Balance Sheets. Equity earnings and losses are recorded when the Company’s ownership interest provides the Company with significant influence. The Company follows the guidance in ASC 323-30-35-3, which prescribes the use of the equity method for investments where the Company has significant influence. The Company classifies gains and losses on sales of investments or impairments accounted for using the cost method in investment income. Gains and losses on cash sales are recorded using the weighted average cost of all interests in the investments. Gains and losses related to non-cash negative common unit adjustments are recorded using the weighted average cost of those units in NCM. See Note 5 - Investments for further discussion of the Company’s investments in NCM. As of December 31, 2016, the Company holds equity method investments comprised of a 17.4% interest in NCM, a joint venture that markets and sells cinema advertising and promotions; a 16.1% interest in SV Holdco LLC (“SV Holdco”) Class C units and a 0.7% interest in SV Holdco Class A units, a joint venture that markets and sells cinema advertising and promotions through Screenvision; a 50% interest in Digital CineMedia Ltd. (“DCM”), a joint venture that provides advertising services in International markets; a 32% interest in AC JV, LLC (“AC JV”), a joint venture that owns Fathom Events offering alternative content for motion picture screens; a 29% interest in Digital Cinema Implementation Partners LLC (“DCIP”), a joint venture charged with implementing digital cinema in the Company’s theatres; a 14.6% interest in Digital Cinema Distribution Coalition, LLC (“DCDC”), a satellite distribution network for feature films and other digital cinema content; a 50% ownership interest in five U.S. motion picture theatres and one IMAX ® screen; and a 50% ownership interest in Open Road Releasing, LLC, operator of Open Road Films, LLC (“Open Road Films”), a motion picture distribution and production company. |
Goodwill | Goodwill: Goodwill represents the excess of purchase price over fair value of net tangible and identifiable intangible assets related to the acquisition of Holdings by Wanda on August 30, 2012 and subsequent theatre business acquisitions. The Company is not required to amortize goodwill as a charge to earnings; however, the Company is required to conduct an annual review of goodwill for impairment. The Company’s recorded goodwill was $3,932,960,000 and $2,406,691,000 as of December 31, 2016 and December 31, 2015, respectively. The Company evaluates goodwill and its indefinite-lived trademark and trade names for impairment annually as of the beginning of the fourth quarter or more frequently as specific events or circumstances dictate. The Company’s goodwill is recorded in each of its two reportable segments for its theatrical exhibition operations, U.S. markets and International markets. The Company performed its annual impairment analysis during the fourth quarter of calendar 2016 and the fourth quarter of calendar 2015, and reached a determination that there was no goodwill or trademark and trade name impairment. According to Accounting Standards Codification (“ASC”) 350-20, the Company has an option to first assess the qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. During the fourth quarter of calendar 2016 and the fourth quarter of calendar 2015, the Company assessed qualitative factors and reached a determination that it is not more likely than not that the fair value of the Company’s reporting unit is less than its carrying value, and therefore, no impairment charge was incurred. |
Other Long-term Assets | Other Long-term Assets : Other long-term assets are comprised principally of investments in partnerships and joint ventures, costs incurred in connection with the Company’s line-of-credit revolving credit arrangement, which is being amortized to interest expense using the effective interest rate method over the respective life of the issuance, and capitalized computer software, which is amortized over the estimated useful life of the software. See Note 6 – Supplemental Balance Sheet Information. |
Accounts Payable | Accounts Payable: Under the Company’s cash management system, checks issued but not presented to banks frequently result in book overdraft balances for accounting purposes and are classified within accounts payable in the balance sheet. The change in book overdrafts are reported as a component of operating cash flows for accounts payable as they do not represent bank overdrafts. The amount of these checks included in accounts payable as of December 31, 2016 and December 31, 2015 was $60,266,000 and $42,751,000, respectively. |
Leases | Leases: The majority of the Company’s operations are conducted in premises occupied under lease agreements with initial base terms ranging generally from 12 to 15 years, with certain leases containing options to extend the leases for up to an additional 20 years. The Company typically does not believe that exercise of the renewal options are reasonably assured at the inception of the lease agreements and, therefore, considers the initial base term as the lease term. Lease terms vary but generally the leases provide for fixed and escalating rentals, contingent escalating rentals based on the Consumer Price Index not to exceed certain specified amounts and contingent rentals based on revenues. The Company records rent expense for its operating leases on a straight-line basis over the initial base lease term commencing with the date the Company has “control and access” to the leased premises, which is generally a date prior to the “lease commencement date” in the lease agreement. Rent expense related to any “rent holiday” is recorded as operating expense, until construction of the leased premises is complete and the premises are ready for their intended use. Rent charges upon completion of the leased premises subsequent to the date the premises are ready for their intended use are expensed as a component of rent expense. The Company often receives contributions from landlords for renovations at existing locations. The Company records the amounts received from landlords as deferred rent and amortizes the balance as a reduction to rent expense over the base term of the lease agreement. The Company evaluates the classification of its leases following the guidance in ASC 840-10-25. Leases that qualify as capital leases are recorded at the present value of the future minimum rentals over the base term of the lease using the Company’s incremental borrowing rate. Capital lease assets are assigned an estimated useful life at the inception of the lease that generally corresponds with the base term of the lease. Occasionally, the Company or other theatre operators it has acquired are responsible for the construction of new leased theatres and for paying project costs that are in excess of an agreed upon amount to be reimbursed from the developer. ASC 840-40-05-5 requires the Company to be considered the owner (for accounting purposes) of these types of projects during the construction period and therefore it is required to account for these projects as sale and leaseback transactions. As a result, the Company has recorded financing lease obligations for failed sale leaseback transactions of $533,573,000 and $74,898,000 in its Consolidated Balance Sheets related to these types of projects as of December 31, 2016 and December 31, 2015, respectively. |
Sale and Leaseback Transactions | Sale and Leaseback Transactions: The Company accounts for the sale and leaseback of real estate assets in accordance with ASC 840-40. Losses on sale leaseback transactions are recognized at the time of sale if the fair value of the property sold is less than the net book value of the property. Gains on sale and leaseback transactions are deferred and amortized over the remaining lease term. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets: The Company reviews long-lived assets, including definite-lived intangibles, investments in non-consolidated equity method investees, and internal use software for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be fully recoverable. The Company identifies impairments related to internal use software when management determines that the remaining carrying value of the software will not be realized through future use. The Company reviews internal management reports on a quarterly basis as well as monitors current and potential future competition in the markets where it operates for indicators of triggering events or circumstances that indicate potential impairment of individual theatre assets. The Company evaluates theatres using historical and projected data of theatre level cash flow as its primary indicator of potential impairment and considers the seasonality of its business when making these evaluations. The Company performs its impairment analysis quarterly. Under these analyses, if the sum of the estimated future cash flows, undiscounted and without interest charges, are less than the carrying amount of the asset group, an impairment loss is recognized in the amount by which the carrying value of the asset exceeds its estimated fair value. Assets are evaluated for impairment on an individual theatre basis, which management believes is the lowest level for which there are identifiable cash flows. The impairment evaluation is based on the estimated cash flows from continuing use until the expected disposal date for the fair value of furniture, fixtures and equipment. The expected disposal date does not exceed the remaining lease period unless it is probable existing renewal options will be exercised and may be less than the remaining lease period when the Company does not expect to operate the theatre to the end of its lease term. The fair value of assets is determined as either the expected selling price less selling costs (where appropriate) or the present value of the estimated future cash flows. The fair value of furniture, fixtures and equipment has been determined using similar asset sales, in some instances with the assistance of third party valuation studies and using management judgment. There is considerable management judgment necessary to determine the estimated future cash flows and fair values of the Company’s theatres and other long-lived assets, and, accordingly, actual results could vary significantly from such estimates, which fall under Level 3 within the fair value measurement hierarchy, see Note 14 - Fair Value Measurements. Impairment losses in the Consolidated Statements of Operations are included in the following captions: Year Year Year Ended Ended Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Impairment of long-lived assets $ $ $ During calendar 2016, the Company recognized an impairment loss of $5,544,000 on two theatres with 22 screens, which was related to property, net. During calendar 2015, the Company recognized an impairment loss of $1,702,000 on three theatres with 15 screens, which was related to property, net of $863,000, and intangible assets, net of $839,000. During calendar 2014, the Company recognized an impairment loss of $3,149,000 on eight theatres with 94 screens, which was related to property, net. |
Foreign Currency Translation | Foreign Currency Translation: Operations outside the United States are generally measured using the local currency as the functional currency. Assets and liabilities are translated at the rates of exchange at the balance sheet date. Income and expense items are translated at average rates of exchange. The resultant translation adjustments are included in foreign currency translation adjustment, a separate component of accumulated other comprehensive income. Gains and losses from foreign currency transactions, except those intercompany transactions of a long-term investment nature, and the Company’s £250 million, 6.375% Senior Subordinated Notes due 2024, which have been designated as a non-derivative net investment hedge of the Company’s investment in Odeon and UCI Cinemas Holdings Limited (“Odeon”) are included in net earnings. If the Company substantially liquidates its investment in a foreign entity, any gain or loss on currency translation balance recorded in accumulated other comprehensive income is recognized as part of a gain or loss on disposition. |
Income and Operating Taxes | Income and Operating Taxes: The Company accounts for income taxes in accordance with ASC 740-10. Under ASC 740-10, deferred income tax effects of transactions reported in different periods for financial reporting and income tax return purposes are recorded by the asset and liability method. This method gives consideration to the future tax consequences of deferred income or expense items and recognizes changes in income tax laws in the period of enactment. The statement of operations effect is generally derived from changes in deferred income taxes on the balance sheet. Holdings and its domestic subsidiaries file a consolidated U.S. federal income tax return and combined income tax returns in certain state jurisdictions. Foreign subsidiaries file income tax returns in foreign jurisdictions. Income taxes are determined based on separate Company computations of income or loss. Tax sharing arrangements are in place and utilized when tax benefits from affiliates in the consolidated group are used to offset what would otherwise be taxable income generated by Holdings or another affiliate. |
Casualty Insurance | Casualty Insurance: The Company is self-insured for general liability up to $1,000,000 per occurrence and carries a $500,000 deductible limit per occurrence for workers compensation claims. The Company utilizes actuarial projections of its ultimate losses to calculate its reserves and expense. The actuarial method includes an allowance for adverse developments on known claims and an allowance for claims which have been incurred but which have not yet been reported. As of December 31, 2016 and December 31, 2015, the Company recorded casualty insurance reserves of $23,435,000 and $19,973,000 , respectively, net of estimated insurance recoveries. The Company recorded expenses related to general liability and workers compensation claims of $15,617,000, of $18,487,000, and $16,329,000 for the years ended December 31, 2016, December 31, 2015, and December 31, 2014, respectively. |
Other Expense | Other Expense (Income): The following table sets forth the components of other expense (income): Year Year Year Ended Ended Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Gain on redemption of 8.75% Senior Fixed Rate Notes due 2019 $ — $ — $ Loss on modification of Senior Secured Credit Facility-Term loan 2022 — — Loss on redemption of 9.75% Senior Subordinated Notes due 2020 — — Business interruption insurance recoveries — — Miscellaneous — Other expense (income) $ $ $ |
Policy for Consolidated Statements of Cash Flows | Policy for Consolidated Statements of Cash Flows: The Company considers the amount recorded for corporate borrowings issued or acquired at a premium above the stated principal balance to be part of the amount borrowed and classifies the related cash inflows and outflows up to but not exceeding the borrowed amount as financing activities in its Consolidated Statements of Cash Flows. For amounts borrowed in excess of the stated principal amount, a portion of the semi-annual coupon payment is considered to be a repayment of the amount borrowed and the remaining portion of the semi-annual coupon payment is an interest payment flowing through operating activities based on the level yield to maturity of the debt. |
Changes in Accounting Principles and New Accounting Pronouncements | 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 year ended December 31, 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) Originally As Adopted Additional paid-in capital $ $ Accumulated earnings New Accounting Pronouncements: In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard is effective for the Company on January 1, 2019, with early adoption permitted. The Company has not yet decided whether it will early adopt the new standard. A modified retrospective transition approach is required for leases existing at, or entered into after the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company expects that this standard will have a material effect on its financial statements. While the Company is continuing to assess the effect of adoption, the Company currently believes the most significant changes relate to (1) the recognition of new ROU assets and lease liabilities on our balance sheet for theatres subject to operating leases; (2) the derecognition of existing assets and liabilities for certain sale-leaseback transactions (including those arising from build-to-suit lease arrangements for which construction is complete and the Company is leasing the constructed asset) that currently do not qualify for sale accounting; and (3) the derecognition of existing assets and liabilities for certain assets under construction in build-to-suit lease arrangements that the Company will lease when construction is complete. The Company does not expect a significant change in our leasing activity between now and adoption. The Company expects to elect all of the standard’s available practical expedients on adoption. However, the Company has not quantified the effects of these expected changes from the new standard. 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 a retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements including the Company’s Exhibitor’s Services Agreement with NCM, its customer frequency program, gift card and exchange ticket income and other ancilliary or contractual revenues. The Company believes its Exhibitor’s Services Agreement with NCM includes a significant financing component and expects that as a result advertising revenues will increase significantly with a similar offsetting increase in interest expense. The Company has selected the cumulative effect transition method, and expects to adopt in the first quarter of 2018. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350). ASU 2017-04 simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual, or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendment should be applied on a prospective basis. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating this new guidance to determine the impact it will have on its consolidated financial statements. |
THE COMPANY AND SIGNIFICANT A30
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of impairment losses in the Consolidated Statements of Operations | Year Year Year Ended Ended Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Impairment of long-lived assets $ $ $ |
Schedule of Components of Other Expense | Year Year Year Ended Ended Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Gain on redemption of 8.75% Senior Fixed Rate Notes due 2019 $ — $ — $ Loss on modification of Senior Secured Credit Facility-Term loan 2022 — — Loss on redemption of 9.75% Senior Subordinated Notes due 2020 — — Business interruption insurance recoveries — — Miscellaneous — Other expense (income) $ $ $ |
Summary of Changes Made Pursuant to ASU No. 2016-09 | (In thousands) Originally As Adopted Additional paid-in capital $ $ Accumulated earnings |
ACQUISITION (Tables)
ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
ACQUISITION | |
Summary of unaudited pro forma financial information related to the Company's historical statement of operations | Pro Forma Year Ended December 31, (In thousands) 2016 2015 Revenues $ $ Operating income $ $ Net earnings (loss) $ $ Income (loss) per share: Basic $ $ Diluted $ $ |
Odeon | |
ACQUISITION | |
Summary of Allocation of the Purchase Price | (In thousands) Total Cash $ Receivables Other current assets Property (1) Intangible assets (2) Goodwill (3) Deferred tax asset Other long-term assets Accounts payable Accrued expenses and other liabilities Deferred revenues and income 9% Senior Secured Note GBP due 2018 4.93% Senior Secured Note EUR due 2018 Capital lease and financing lease obligations (5) Deferred tax liability Other long-term liabilities (4) Total estimated purchase price $ (1) Amounts recorded for property include land, buildings, capital lease assets, leasehold improvements, furniture, fixtures and equipment. (2) Amounts recorded for intangible assets include favorable leases, management agreements and a trade name. See Note 4 - Goodwill and Intangible Assets for additional information. (3) Amounts recorded for goodwill are not expected to be deductible for tax purposes. (4) Amounts recorded for other long-term liabilities include unfavorable leases of $48,300,000. (5) Including current portion of $26,549,000. |
Carmike | |
ACQUISITION | |
Summary of Allocation of the Purchase Price | (In thousands) Total 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 6% Senior Secured Notes due 2023 Capital and financing lease obligations (5) Other long-term liabilities (4) Total estimated purchase price $ (1) Amounts recorded for property includes land, buildings, capital lease assets, leasehold improvements, furniture, fixtures and equipment. Amounts include $17,238,000 classified as available for sale in other current assets in the Company’s Consolidated Balance Sheets. (2) Amounts recorded for intangible assets include favorable lease and trade name. See Note 4 - Goodwill and Intangible Assets for additional information. (3) Amounts recorded for goodwill are not expected to be deductible for tax purposes. (4) Amounts recorded for other long-term liabilities include unfavorable leases of $50,379,000. (5) Including current portion of $30,365,000. |
Starplex Cinemas | |
ACQUISITION | |
Summary of Allocation of the Purchase Price | (In thousands) December 31, 2015 Changes December 31, 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 purchase price $ $ $ (1) Amounts recorded for property includes 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 two unfavorable leases. |
PROPERTY (Tables)
PROPERTY (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
PROPERTY | |
Summary of property | (In thousands) December 31, 2016 December 31, 2015 Property owned: Land $ $ Buildings and improvements Leasehold improvements Furniture, fixtures and equipment Less: accumulated depreciation and amortization Property leased under capital leases: Building and improvements Less: accumulated depreciation and amortization $ $ |
Schedule of estimated useful lives | Buildings and improvements 5 to 45 years Leasehold improvements 1 to 20 years Furniture, fixtures and equipment 1 to 11 years |
GOODWILL AND OTHER INTANGIBLE33
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of Activity of Goodwill | U.S. International (In thousands) Markets Markets Total Balance as of December 31, 2014 $ $ — $ Acquisition of Starplex Cinemas — Balance as of December 31, 2015 — Acquisition of Odeon Cinemas — Acquisition of Carmike Cinemas — Adjustments to Starplex Cinemas — Currency translation adjustment — Balance as of December 31, 2016 $ $ $ |
Schedule of detail of other intangible assets | December 31, 2016 December 31, 2015 Gross Gross Remaining Carrying Accumulated Carrying Accumulated (In thousands) Useful Life Amount Amortization Amount Amortization Amortizable Intangible Assets: Favorable leases 1 to 42 years $ $ $ $ Management contracts and franchise rights 1 to 9 years Non-compete agreement 4 years — Starplex trade name 10 years — Carmike trade name 7 years — — NCM tax receivable agreement 20 years Total, amortizable $ $ $ $ Unamortized Intangible Assets: AMC trademark $ $ Starplex trade name — Odeon trade names — Total, unamortizable $ $ |
Schedule of amortization expense associated with the intangible assets | Year Year Year Ended Ended Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Recorded amortization $ $ $ |
Schedule of estimated annual amortization for the next five fiscal years for intangible assets | (In thousands) 2017 2018 2019 2020 2021 Projected annual amortization $ $ $ $ $ |
Odeon | |
Schedule of additional information of intangible assets acquired | Weighted Average Gross (In thousands) Amortization Period Carrying Amount Odeon Acquired Intangible Assets: Amortizable Intangible Assets: Favorable leases 18.3 years $ Management contracts 7.4 years Total, amortizable 18.1 years $ |
Carmike | |
Schedule of additional information of intangible assets acquired | Weighted Average Gross (In thousands) Amortization Period Carrying Amount Carmike Acquired Intangible Assets: Amortizable Intangible Assets: Favorable leases 17.2 years $ Carmike trade name 7 years Total, amortizable 13.3 years $ |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments | |
Schedule of Condensed Financial Information of Non-consolidated Equity Method Investments | December 31, 2016 (In thousands) NCM DCIP Other Total Current assets $ $ $ $ Noncurrent assets Total assets Current liabilities Noncurrent liabilities Total liabilities Stockholders’ equity (deficit) Liabilities and stockholders’ equity (deficit) The Company’s recorded investment (1) $ $ $ $ Condensed financial information of the Company’s non-consolidated equity method investments is shown below and amounts are presented under Generally Accepted Accounting Principles: December 31, 2015 (In thousands) NCM DCIP Other Total Current assets $ $ $ $ Noncurrent assets Total assets Current liabilities Noncurrent liabilities Total liabilities Stockholders’ equity (deficit) Liabilities and stockholders’ equity (deficit) The Company’s recorded investment (1) $ $ $ $ (1) Certain differences in the Company’s recorded investments, and its proportional ownership share resulting from the acquisition of Holdings by Wanda on August 30, 2012, where the investments were recorded at fair value, are amortized to equity in (earnings) losses of non-consolidated entities over the estimated useful lives of the underlying assets and liabilities. Other non-amortizing differences are considered to represent goodwill and are evaluated for impairment annually. Condensed financial information of the Company’s non-consolidated equity method investments is shown below and amounts are presented under U.S. GAAP for the periods of ownership by the Company: Year Ended December 31, 2016 (In thousands) NCM DCIP Other Total Revenues $ $ $ $ Operating costs and expenses Net earnings (loss) $ $ $ $ Year Ended December 31, 2015 (In thousands) NCM DCIP Other Total Revenues $ $ $ $ Operating costs and expenses Net earnings (loss) $ $ $ $ Year Ended December 31, 2014 (In thousands) NCM DCIP Other Total Revenues $ $ $ $ Operating costs and expenses Net earnings (loss) $ $ $ $ |
Schedule of Components of Recorded Equity in Earnings (Losses) of Non-consolidated Entities | Year Year Year Ended Ended Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 National CineMedia, LLC $ $ $ Digital Cinema Implementation Partners, LLC Other The Company’s recorded equity in earnings $ $ $ |
Schedule of Changes in the Carrying Amount of Investment and Equity in Losses | Exhibitor Other Equity in Investment Services Comprehensive Cash (Earnings) Advertising (In thousands) in NCM(1) Agreement(2) (Income) Received Losses (Revenue) Ending balance at December 31, 2013 $ $ $ $ $ $ Receipt of common units — — — — Adjust carrying value of AC JV, LLC(3) — — — — — — Receipt of excess cash distributions — — — — Amortization of ESA — — — — Unrealized gain from cash flow hedge — — — — Equity in earnings (4) — — — — Equity in loss from amortization of basis difference (3) — — — — Ending balance at December 31, 2014 $ $ $ $ $ $ Receipt of common units — — — — Exchange of common units — — — — — Receipt of excess cash distributions — — — — Amortization of ESA — — — — Unrealized gain from cash flow hedge — — — — Equity in earnings (4) — — — — Equity in loss from amortization of basis difference (3) — — — — Ending balance at December 31, 2015 $ $ $ $ $ $ Exchange of common units — — — — — Receipt of excess cash distributions — — — — Amortization of ESA — — — — Equity in earnings (4) — — — — Equity in loss from amortization of basis difference (3) — — — — Ending balance at December 31, 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 March 31, 2013 — Additional units received in March 31, 2014 — Additional units received in March 31, 2015 — Additional units received in December 31, 2015 — Units exchanged for NCM, Inc. shares in December 2015 — Ending balance at December 31, 2016 (a) (1) Represents the unamortized portion of the 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). (2) 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) losses in non-consolidated entities over the respective lives of the assets and liabilities. (3) On December 26, 2013, NCM spun-off its Fathom Events business to a newly formed limited liability company, AC JV, LLC which is owned 32% by each founding member and 4% by NCM. In consideration for the sale, each of the three founding members issued promissory notes of approximately $8,333,000 to NCM. The Company’s share of the gain recorded by NCM, as a result of the spin-off, has been excluded from equity in earnings and has been applied as a reduction in the carrying value of AC JV, LLC investment |
NCM LLC | |
Investments | |
Schedule of Transactions | As of As of (In thousands) December 31, 2016 December 31, 2015 Due from NCM for on-screen advertising revenue $ $ Due to NCM for Exhibitor Services Agreement Promissory note payable to NCM Year Year Year Ended Ended Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Net NCM screen advertising revenues $ $ $ NCM beverage advertising expense |
DCIP | |
Investments | |
Schedule of Transactions | As of As of (In thousands) December 31, 2016 December 31, 2015 Due from DCIP for equipment and warranty purchases $ $ Deferred rent liability for digital projectors Year Year Year Ended Ended Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Operating expense: Digital equipment rental expense $ $ $ |
Open Road Releasing, LLC, Operator of ORF | |
Investments | |
Schedule of Transactions | As of As of (In thousands) December 31, 2016 December 31, 2015 Due from Open Road Films $ $ Film rent payable to Open Road Films Year Year Year Ended Ended Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Film exhibition costs: Gross film exhibition cost on Open Road Films $ $ $ |
ACJV LLC | |
Investments | |
Schedule of Transactions | As of As of (In thousands) December 31, 2016 December 31, 2015 Due from AC JV $ $ Due to AC JV for Fathom Events programming Year Year Year Ended Ended Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Film exhibition costs: Gross exhibition cost on Fathom Events programming $ $ $ |
SUPPLEMENTAL BALANCE SHEET IN35
SUPPLEMENTAL BALANCE SHEET INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
SUPPLEMENTAL BALANCE SHEET INFORMATION | |
Schedule of other assets and liabilities | (In thousands) December 31, 2016 December 31, 2015 Other current assets: Prepaid rent $ $ Income taxes receivable Prepaid insurance and other Merchandise inventory Assets held for sale (1) Other (2) $ $ Other long-term assets: Investments in real estate $ $ Deferred financing costs revolving credit facility Investments in equity method investees Less: Reclassified to assets held for sale — Computer software Investment in common stock Pension and other benefits — Other $ $ Accrued expenses and other liabilities: Taxes other than income $ $ Interest Payroll and vacation Current portion of casualty claims and premiums Accrued bonus Theatre and other closure Accrued licensing and percentage rent Current portion of pension and other benefits liabilities Other $ $ Other long-term liabilities: Unfavorable lease obligations $ $ Deferred rent Pension and other benefits Deferred gain — RealD deferred lease incentive Casualty claims and premiums Theatre and other closure Other $ $ (1) Includes historical cost of NCM units of $44,577,000, Carmike property, net for divestive theatres of $17,238,000 and AMC property, net of $8,562,000 related to the United States Department of Justice Final Judgment (See Note 5. – Investments). (2) Includes restricted cash of $23,138,000 related to cash collateral for issuance of letters of credit. |
CORPORATE BORROWINGS AND CAPI36
CORPORATE BORROWINGS AND CAPITAL AND FINANCING LEASE OBLIGATIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
CORPORATE BORROWINGS AND CAPITAL AND FINANCING LEASE OBLIGATIONS | |
Summary of the carrying value of corporate borrowings and capital and financing lease obligations | (In thousands) December 31, 2016 December 31, 2015 Senior Secured Credit Facility-Term Loan due 2022 (3.40% as of December 31, 2016) $ $ Senior Secured Credit Facility-Term Loan due 2023 (3.51% as of December 31, 2016) — Senior Secured Credit Facility-Revolving Credit Facility due 2020 (2.8445% as of December 31, 2015) — Bridge Loan Agreement due 2017 (7.0% as of December 31, 2016) — 5% Promissory Note payable to NCM due 2019 5.875% Senior Subordinated Notes due 2022 6.0% Senior Secured Notes due 2023 — 6.375% Senior Subordinated Notes due 2024 (£250,000,000 par value) — 5.75% Senior Subordinated Notes due 2025 5.875% Senior Subordinated Notes due 2026 — Capital and financing lease obligations, 5.75% - 11.5% Deferred charges Premiums and (discounts) Less: current maturities $ $ |
Schedule of minimum annual payments required under existing capital and financing lease obligations (net present value thereof) and maturities of corporate borrowings | Principal Capital and Financing Lease Obligations Amount of Minimum Lease Corporate (In thousands) Payments Less Interest Principal Borrowings Total 2017 $ $ $ $ (1) $ 2018 2019 2020 2021 Thereafter Total $ $ $ $ $ (1) Includes repayment of $350,000,000 Bridge Loan Agreement on a long-term basis with proceeds from the sale of Class A common stock in February 2017. |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
STOCKHOLDERS' EQUITY | |
Schedule of the Dividends and Dividend Equivalents Paid | The following is a summary of dividends and dividend equivalents declared to stockholders during the year ended December 31, 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 November 3, 2016 December 5, 2016 December 19, 2016 The following is a summary of dividends and dividend equivalents declared to stockholders during the year ended December 31, 2015: Amount per Total Amount Share of Declared Declaration Date Record Date Date Paid Common Stock (In thousands) February 3, 2015 March 9, 2015 March 23, 2015 $ $ April 27, 2015 June 8, 2015 June 22, 2015 July 28, 2015 September 8, 2015 September 21, 2015 October 29, 2015 December 7, 2015 December 21, 2015 |
Schedule of Nonvested RSU and PSU Activity | Weighted Average Shares of RSU Grant Date and PSU Fair Value Beginning balance at January 1, 2014 — $ — Granted Vested Forfeited Nonvested at December 31, 2014 — — Granted Vested(1) Forfeited Nonvested at December 31, 2015 Granted Vested Forfeited Canceled(2) Nonvested at December 31, 2016 $ (1) Includes vested units of 3,131 that were withheld to cover tax obligations and were subsequently canceled. As a result of this transaction, additional paid-in capital decreased by $107,000. (2) No PSU Transition Awards vested as the Company did not achieve the adjusted free cash flow or net earnings minimum performance target. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
INCOME TAXES | |
Schedule of component of income tax provision reflected in the consolidated statements of operations | Year Ended Year Ended Year Ended (In thousands) December 31, 2016 December 31, 2015 December 31, 2014 Current: Federal $ $ $ — Foreign — — State Total current Deferred: Federal Foreign — — State Total deferred Total provision (benefit) Tax provision (benefit) from discontinued operations — — Total provision (benefit) from continuing operations $ $ $ |
Schedule of pre-tax income (losses) | Year Ended Year Ended Year Ended (In thousands) December 31, 2016 December 31, 2015 December 31, 2014 Domestic $ $ $ Foreign — Total $ $ $ |
Schedule of the difference between the effective tax rate on earnings (loss) from continuing operations before income taxes and the U.S. federal income tax statutory rate | Year Ended Year Ended Year Ended (In thousands) December 31, 2016 December 31, 2015 December 31, 2014 Income tax expense at the federal statutory rate $ $ $ Effect of: State income taxes Increase (decrease) in reserve for uncertain tax positions Federal and state credits Change in net operating loss carryforward for excess tax deductions — — — Permanent items - transaction costs Permanent items - other Foreign rate differential — — Change in legislation Other Valuation allowance Income tax expense (benefit) $ $ $ Effective income tax rate % % % |
Schedule of significant components of deferred income tax assets and liabilities | December 31, 2016 December 31, 2015 Deferred Income Tax Deferred Income Tax (In thousands) Assets Liabilities Assets Liabilities Tangible assets $ — $ $ — $ Accrued liabilities — — Intangible assets — — Receivables — — Investments — — Capital loss carryforwards — — — Pension, postretirement and deferred compensation — — Corporate borrowings — — — Deferred revenue — — Lease liabilities — — Capital and financing lease obligations — — Alternative minimum tax and other credit carryovers — — Net operating loss carryforwards — — Total $ $ $ $ Less: Valuation allowance — — Net deferred income taxes $ $ $ $ |
Schedule of rollforward of the Company's valuation allowance for deferred tax assets | Additions Charged Balance at Charged Charged (Credited) to Beginning of (Credited) to (Credited) to Other Balance at (In thousands) Period Expenses Goodwill Accounts(1) End of Period Calendar Year 2016 Valuation allowance-deferred income tax assets $ — $ Calendar Year 2015 Valuation allowance-deferred income tax assets $ — — $ Calendar Year 2014 Valuation allowance-deferred income tax assets $ — — — $ Calendar Year 2013 Valuation allowance-deferred income tax assets $ $ — (1) Primarily relates to amounts resulting from the Company’s tax sharing arrangement, changes in deferred tax assets and associated valuation allowance that are not related to income statement activity as well as amounts charged to other comprehensive income. |
Schedule of reconciliation of the change in the amount of unrecognized tax benefits | Year Ended Year Ended Year Ended (In millions) December 31, 2016 December 31, 2015 December 31, 2014 Balance at beginning of period $ $ $ Gross increases—current period tax positions Gross increases—prior period tax positions Favorable resolutions with authorities — Lapse of statute of limitations — — Balance at end of period $ $ $ |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
LEASES | |
Schedule, by calendar year, of future minimum rental payments required under existing operating leases and digital projector equipment leases payable to DCIP that have initial or remaining non-cancelable terms in excess of one year | Minimum operating (In thousands) lease payments 2017 $ 2018 2019 2020 2021 Thereafter Total minimum payments required $ |
Summary of rent expense | Year Ended Year Ended Year Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Minimum rentals $ $ $ Common area expenses Percentage rentals based on revenues Rent General and administrative and other Total $ $ $ |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of plan's change in benefit obligations and plan assets and the accrued liability for benefit costs included in the Consolidated Balance Sheets | U.S. Pension Benefits Year Year Ended Ended December 31, December 31, (In thousands) 2016 2015 Change in benefit obligation: Benefit obligation at beginning of period $ $ Service cost — — Interest cost Actuarial (gain) loss Plan amendment — — Benefits paid Administrative expenses Settlement paid Settlement gain Benefit obligation at end of period $ $ International Pension Benefits and Terminated U.S. Retiree Health Plan (1) Year Year Ended Ended December 31, December 31, (In thousands) 2016 2015 Change in benefit obligation: Benefit obligation at beginning of period $ — $ Acquisition — Service cost — Interest cost Plan participants’ contributions — Actuarial (gain) loss Plan amendment — Benefits paid Administrative expenses — — Settlement paid — Currency translation adjustment — Benefit obligation at end of period $ $ — (1) The Company terminated its Post Retirement Medical and Life Insurance Plan in 2015. Activity for the calendar years 2015 and 2014 reflect activity for the U.S. Retiree Health Plan only. Activity for calendar 2016 reflects activity only for the International Pension Benefits assumed from Odeon in November 2016. U.S. Pension Benefits Year Year Ended Ended December 31, December 31, (In thousands) 2016 2015 Change in plan assets: Fair value of plan assets at beginning of period $ $ Actual return on plan assets (loss) gain Employer contribution Plan participants’ contributions — — Benefits paid Administrative expense Settlement paid Fair value of plan assets at end of period $ $ Net liability for benefit cost: Funded status $ $ International Pension Benefits and Terminated U.S. Retiree Health Plan Year Year Ended Ended December 31, December 31, (In thousands) 2016 2015 Change in plan assets: Fair value of plan assets at beginning of period $ — $ — Acquisition — Actual return on plan assets(loss) gain — Employer contribution — Plan participants’ contributions — Benefits paid Currency translation adjustment Fair value of plan assets at end of period $ $ — Net asset for benefit cost: Funded status $ $ — U.S. Pension Benefits International Pension Benefits and Terminated U.S. Retiree Health Plan December 31, December 31, December 31, December 31, (In thousands) 2016 2015 2016 2015 Amounts recognized in the Balance Sheet: Other long-term assets $ — $ — $ $ — Accrued expenses and other liabilities — — Other long-term liabilities — Net asset (liability) recognized $ $ $ $ — Aggregate accumulated benefit obligation $ $ $ $ — |
Summary of pension plans with accumulated benefit obligations and projected benefit obligations in excess of plan assets | U.S. Pension Benefits International Pension Benefits and Terminated U.S. Retiree Health Plan December 31, December 31, December 31, December 31, (In thousands) 2016 2015 2016 2015 Aggregated accumulated benefit obligation $ $ $ $ — Aggregated projected benefit obligation — Aggregated fair value of plan assets — |
Schedule of components of amounts recognized in accumulated other comprehensive income | U.S. Pension Benefits International Pension Benefits and Terminated U.S. Retiree Health Plan December 31, December 31, December 31, December 31, (In thousands) 2016 2015 2016 2015 Net actuarial (gain) loss $ $ $ $ Prior service credit — — — |
Schedule of weighted-average assumptions used to determine benefit obligations | U.S. Pension Benefits International Pension Benefits and Terminated U.S. Retiree Health Plan December 31, December 31, December 31, December 31, 2016 2015 2016 2015 Discount rate N/A Rate of compensation increase N/A N/A N/A |
Schedule of weighted-average assumptions used to determine net periodic benefit cost | U.S. Pension Benefits International Pension Benefits and Terminated U.S. Retiree Health Plan Year Year Year Year Year Year Ended Ended Ended Ended Ended Ended December 31, December 31, December 31, December 31, December 31, December 31, 2016 2015 2014 2016 2015 2014 Discount rate Weighted average expected long-term return on plan assets N/A N/A Rate of compensation increase N/A N/A N/A N/A N/A |
Schedule of benefits expected to be paid | (In thousands) U.S. Pension Benefits International Pension Benefits and Terminated U.S. Retiree Health Plan 2017 $ $ 2018 2019 2020 2021 Years 2022 - 2026 |
Schedule of target allocations for plan assets | U.S. Target Asset Category Allocation Fixed(1) Equity Securities—U.S. Equity Securities—International Collective trust fund Private Real Estate (1) Includes U.S. Treasury Securities and Bond market fund. |
Schedule of fair value of the pension plan assets | The fair value of the U.S. pension plan assets at December 31, 2016, by asset class is as follows: Fair Value Measurements at December 31, 2016 Using Total Carrying Quoted prices in Significant other Significant Value at active market observable inputs unobservable inputs (In thousands) December 31, 2016 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ $ $ — $ — Equity securities: U.S. companies — — International companies — — Bond market fund — — Collective trust fund — — Private real estate — — Total assets at fair value $ $ $ $ — The fair value of the International Pension Benefits and Terminated U.S. Retiree Health Plan assets at December 31, 2016, by asset class is as follows: Fair Value Measurements at December 31, 2016 Using Total Carrying Value at Quoted prices in Significant other Significant December 31, active market observable inputs unobservable inputs (In thousands) 2016 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ $ $ — $ — Equity securities: U.S. companies — — International companies — — Bond market fund — — Commodities broad basket fund — — Private real estate — — Total assets at fair value $ $ $ $ — The fair value of the U.S. pension plan assets at December 31, 2015, by asset class is as follows: Fair Value Measurements at December 31, 2015 Using Total Carrying Value at Quoted prices in Significant other Significant December 31, active market observable inputs unobservable inputs (In thousands) 2015 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ $ $ — $ — U.S. treasury securities — — Equity securities: U.S. companies — — International companies — — Bond market fund — — Collective trust fund — — Commodities broad basket fund — — Private real estate — — Total assets at fair value $ $ $ $ — |
Pension Benefits | |
Schedule of Net Periodic Benefit (Credit) Recognized for the Plans | U.S. Pension Benefits Year Year Year Ended Ended Ended (In thousands) December 31, 2016 December 31, 2015 December 31, 2014 Components of net periodic benefit cost: Interest cost $ $ $ Expected return on plan assets Amortization of net (gain) loss Settlement (gain) loss — Net periodic benefit cost (credit) $ $ $ |
Summary of changes in other comprehensive income: | U.S. Pension Benefits Year Ended Year Ended Year Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Net (gain) loss $ $ $ Prior service credit — — — Amortization of net gain Amortization of prior service credit — — — Curtailment — — — Settlement — Allocated tax expense (benefit) — Total recognized in other comprehensive (income) loss $ $ $ Net periodic benefit cost (credit) Total recognized in net periodic benefit cost (credit) and other comprehensive (income) loss $ $ $ |
Schedule of amounts in accumulated other comprehensive income expected to be recognized in components of net periodic pension cost | U.S. Pension (In thousands) Benefits Net actuarial loss $ |
Other Benefits | |
Schedule of Net Periodic Benefit (Credit) Recognized for the Plans | International Pension Benefits and Terminated U.S. Retiree Health Plan Year Year Year Ended Ended Ended (In thousands) December 31, 2016 December 31, 2015 December 31, 2014 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) $ $ $ |
Summary of changes in other comprehensive income: | International Pension Benefits and Terminated U.S. Retiree Health Plan Year Ended Year Ended Year Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Net (gain) loss $ $ $ Prior service credit — — Amortization of net gain — Amortization of prior service credit — Curtailment — — Settlement — — Allocated tax expense (benefit) — Total recognized in other comprehensive (income) loss $ $ $ Net periodic benefit cost (credit) Total recognized in net periodic benefit cost (credit) and other comprehensive (income) loss $ $ $ |
Schedule of amounts in accumulated other comprehensive income expected to be recognized in components of net periodic pension cost | International Pension (In thousands) Benefits Net actuarial (gain) $ |
THEATRE AND OTHER CLOSURE AND41
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS | |
Rollforward of Reserves for Theatre and Other Closure and Disposition of Assets | Year Ended Year Ended Year Ended (In thousands) December 31, 2016 December 31, 2015 December 31, 2014 Beginning balance $ $ $ Theatre and other closure expense Transfer of assets and liabilities — — Foreign currency translation adjustment Cash payments Ending balance $ $ $ |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Fair Value Hierarchy of Financial Assets Carried at Fair Value on a Recurring Basis | Fair Value Measurements at December 31, 2016 Using Total Carrying Significant Value at Quoted prices in Significant other unobservable December 31, active market observable inputs inputs (In thousands) 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 $ $ $ — $ — Fair Value Measurements at December 31, 2015 Using Total Carrying Significant Value at Quoted prices in Significant other unobservable December 31, active market observable inputs inputs (In thousands) 2015(1) (Level 1) (Level 2) (Level 3) Other long-term assets: Money market mutual funds $ $ $ — $ — Equity securities, available-for-sale: RealD Inc. common stock — — 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) |
Summary of fair value hierarchy of the Company's assets that were measured at fair value on a nonrecurring basis | Fair Value Measurements at December 31, 2016 Using Total Carrying Significant other Significant Value at Quoted prices in observable unobservable December 31, active market inputs inputs Total (In thousands) 2016 (Level 1) (Level 2) (Level 3) Losses Property, net: Property owned, net $ $ — $ — $ $ Fair Value Measurements at December 31, 2015 Using Total Carrying Significant other Significant Value at Quoted prices in observable unobservable December 31, active market inputs inputs Total (In thousands) 2015 (Level 1) (Level 2) (Level 3) Losses Property, net: Property owned, net $ $ — $ — $ $ Intangibles, net: Favorable lease — $ — $ — $ — $ |
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 December 31, 2016 Using Significant other Significant Total Carrying Quoted prices in observable unobservable Value at active market inputs inputs (In thousands) December 31, 2016 (Level 1) (Level 2) (Level 3) Current maturities of corporate borrowings $ $ — $ $ Corporate borrowings — Fair Value Measurements at December 31, 2015 Using Total Carrying Significant other Significant Value at Quoted prices in observable unobservable December 31, active market inputs inputs (In thousands) 2015 (Level 1) (Level 2) (Level 3) Current maturities of corporate borrowings $ $ — $ $ Corporate borrowings — |
OPERATING SEGMENT (Tables)
OPERATING SEGMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
OPERATING SEGMENT | |
Schedule of financial information by reportable operating segment | Year Ended Year Ended Year Ended Revenues (In thousands) December 31, 2016 December 31, 2015 December 31, 2014 U.S. markets $ $ $ International markets Total revenues $ $ $ Year Ended Year Ended Year Ended Adjusted EBITDA (1) (In thousands) December 31, 2016 December 31, 2015 December 31, 2014 U.S. markets $ $ $ International markets Total Adjusted EBITDA $ $ $ Year Ended Year Ended Year Ended Capital Expenditures (In thousands) December 31, 2016 December 31, 2015 December 31, 2014 U.S. markets $ $ $ International markets — — Total capital expenditures $ $ $ (1) The Company presents Adjusted EBITDA as a supplemental measure of its performance. The Company defines Adjusted EBITDA as net earnings plus (i) income tax provision, (ii) interest expense and (iii) depreciation and amortization, as further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance and to include any cash distributions of earnings from our equity method investees. The measure of segment profit and loss the Company uses to evaluate performance and allocate its resources is Adjusted EBITDA, which is consistent with how Adjusted EBITDA is defined in our debt indentures. (2) Distributions from NCM are reported entirely within the U.S. markets segment. |
Schedule of information about the Company's revenues from continuing operations and assets by geographic area | Year Ended Year Ended Year Ended Revenues December 31, 2016 December 31, 2015 December 31, 2014 United States $ $ $ United Kingdom Italy — — Spain — — Germany — — Other foreign countries — — Total $ $ $ As of As of Long-term assets, net (In thousands) December 31, 2016 December 31, 2015 United States $ $ International Total long-term assets (1) $ $ Long-term assets are comprised of property, intangible assets, goodwill, deferred income tax assets and other long-term assets. |
Schedule of reconciliation of net earnings to Adjusted EBITDA | Year Ended Year Ended Year Ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Net earnings $ $ $ Plus: Income tax provision Interest expense Depreciation and amortization Impairment of long-lived assets Certain operating expenses(1) Equity in earnings of non-consolidated entities Cash distributions from non-consolidated entities Investment expense (income) Other expense (income)(2) General and administrative expense—unallocated: Merger, acquisition and transaction costs(3) Stock-based compensation expense(4) Adjusted EBITDA $ $ $ (1) Amounts represent preopening expense related to temporarily closed screens under renovation, theatre and other closure expense for the permanent closure of screens including the related accretion of interest, non-cash deferred digital equipment rent expense, and disposition of assets and other non-operating gains or losses included in operating expenses. The Company has excluded these items as they are non-cash in nature, include components of interest cost for the time value of money or are non-operating in nature. (2) Other expense for the prior year periods related to the cash tender offer and redemption of the 9.75% Senior Subordinated Notes due 2020. The Company has excluded other expense and income related to financing activities as the amounts are similar to interest expense or income and are non-operating in nature. (3) Merger, acquisition and transition costs are excluded as it is non-operating in nature. (4) Non-cash or non-recurring expense included in general and administrative: other. |
ACCUMULATED OTHER COMPREHENSI44
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | |
Schedule of Changes in Accumulated Other Comprehensive Income | Unrealized Net Unrealized Net Pension and Gain from Gain from Equity Foreign Other Marketable Method Investees’ (In thousands) Currency 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, December 31, 2016 $ $ $ $ $ Unrealized Net Unrealized Net Pension and Gain from Gain from Equity Foreign Other Marketable 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, December 31, 2015 $ $ $ $ $ (1) See Note 11 - Employee Benefit Plans for further information regarding amounts reclassified from accumulated other comprehensive income. |
Schedule of Tax Effects Allocated to Each Component of Other Comprehensive Income | Year Ended December 31, 2016 December 31, 2015 December 31, 2014 Tax Tax Tax Pre-Tax (Expense) Net-of-Tax Pre-Tax (Expense) Net-of-Tax Pre-Tax (Expense) Net-of-Tax (In thousands) Amount Benefit Amount Amount Benefit Amount Amount Benefit Amount Unrealized foreign currency translation adjustment (1) $ $ $ $ $ $ $ $ $ Pension and other benefit adjustments: — Net gain (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 gain (loss) arising during the period Realized net loss reclassified into equity in earnings of non-consolidated entities Other comprehensive income (loss) $ $ $ $ $ $ $ $ $ (1) Deferred tax impacts of foreign currency translation for the Odeon international operations acquired during 2016 have not been recorded due to the Company’s intent to remain permanently invested. |
CONDENSED CONSOLIDATING FINAN45
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
Schedule of Condensed Statements of Operations | Year Ended December 31, 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 — — Impairment of long-lived assets — — — 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 before income taxes Income tax provision — — Net earnings $ $ $ $ $ Year Ended December 31, 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 — — Impairment of long-lived assets — — — 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) $ $ $ $ $ Year Ended December 31, 2014: 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 — — Impairment of long-lived assets — — — 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 — — — Earnings (loss) from continuing operations Gain from discontinued operations, net of income taxes — — — Net earnings (loss) $ $ $ $ $ |
Schedule of Condensed Statements of Comprehensive Income | Year Ended December 31, 2016: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings $ $ $ $ $ Equity in other comprehensive income (loss) of subsidiaries — — Unrealized foreign currency translation adjustment, net of tax — — Pension and other benefit adjustments: Net gain (loss) arising during the period, net of tax — — Amortization of net loss (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 into investment income, net of tax — — — Equity method investees’ cash flow hedge: — Unrealized net holding loss arising during the period, net of tax — — — Realized net loss reclassified into equity in earnings of non-consolidated entities, net of tax — — — Other comprehensive income (loss) Total comprehensive income $ $ $ $ $ Year Ended December 31, 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 gain 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 loss arising during the period, net of tax — — — Realized net gain reclassified into 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 loss reclassified into equity in earnings of non-consolidated entities, net of tax — — — Other comprehensive income (loss) Total comprehensive income (loss) $ $ $ $ $ Year Ended December 31, 2014: 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 — — — 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 — — — Marketable securities: Unrealized holding gain arising during the period, net of tax — — — Realized net gain reclassified into 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 loss reclassified into 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 December 31, 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 — — Deferred tax liability — — — 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 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 | Year Ended December 31, 2016: Subsidiary Subsidiary Consolidating Consolidated (In thousands) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by (used in) operating activities $ $ $ $ — $ Cash flows from investing activities: Capital expenditures — — Acquisition of Odeon, net of cash acquired — Acquisition of Carmike, net of cash acquired — Acquisition of Starplex, net of cash acquired — — — Proceeds from disposition of long-term assets — — — Investments in non-consolidated entities, net — — — Other, net — — — Net cash provided by (used in) investing activities — — Cash flows from financing activities: Proceeds from the issuance of Term Loan due 2023 — — — Proceeds from issuance of Senior Subordinated Sterling Notes due 2024 — — — Proceeds from issuance of Senior Subordinated Notes due 2026 — — — Proceeds from issuance of Bridge Loan due 2017 — — — Payment of Odeon Senior Subordinated GBP Notes due 2018 — — — Payment of Odeon Senior Subordinated EUR Notes due 2018 — — — Payments under Revolving Credit Facility — — — Payments of stock issuance costs — — — Principal payments under Term Loan — — — Principal payments under capital and financing lease obligations — — Principal payments under promissory note — — — Cash used to pay dividends — — — Deferred financing fees — — — Change in intercompany advances — — Net cash provoded by (used in) financing activities — Effect of exchange rate changes on cash and equivalents — Net increase (decrease) in cash and equivalents — Cash and equivalents at beginning of period — Cash and equivalents at end of period $ $ $ $ — $ Year Ended December 31, 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 — — Acquisition of Starplex Cinemas, net of cash acquired — — — Proceeds from disposition of long-term assets — — — Investments in non-consolidated entities, net — — — Other, net — — — Net cash used in investing activities — — Cash flows from financing activities: Proceeds from issuance of Senior Subordinated Notes due 2025 — — — Proceeds from extension and modification of Term Loan due 2022 — — — Repurchase of Senior Subordinated Notes due 2020 — — — Net borrowings under Revolving Credit Facility — — — Principal payments under Term Loan — — — Principal payments under capital and financing lease obligations — — — Principal payments under promissory note — — — Principal amount of coupon payment under Senior Subordinated Notes due 2020 — — — Deferred financing costs — — — Change in intercompany advances — — Cash used to pay dividends — — — 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 $ $ $ $ — $ Year Ended December 31, 2014: 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 — — Proceeds from disposition of long-term assets — — — Investments in non-consolidated entities, net — — — Other, net — — — Net cash used in investing activities — — Cash flows from financing activities: Proceeds from issuance of Senior Subordinated Notes due 2022 — — — Repurchase of Senior Notes due 2019 — — — Payment of initial public offering costs — — — Principal payments under Term Loan — — — Principal payments under capital and financing lease obligations — — — Principal payments under promissory note — — — Principal amount of coupon payment under Senior Subordinated Notes due 2020 — — — Cash used to pay deferred financing costs — — — Cash used to pay dividends — — — Purchase of treasury stock — — — 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 $ $ $ $ — $ |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
EARNINGS PER SHARE | |
Schedule of Computation of Basic and Diluted Earnings per Common Share | Year Ended Year Ended Year Ended (In thousands) December 31, 2016 December 31, 2015 December 31, 2014 Numerator: Net earnings from continuing operations $ $ $ 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 $ $ $ |
SUPPLEMENTAL FINANCIAL INFORM47
SUPPLEMENTAL FINANCIAL INFORMATION BY QUARTER (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
SUPPLEMENTAL FINANCIAL INFORMATION By QUARTER (UNAUDITED) | |
Schedule of supplemental financial information (unaudited) consolidated statements of operations by quarter | 2016 Quarter Quarter Quarter Quarter Year Ended Ended Ended Ended Ended March 31, June 30, September 30, December 31, December 31, (In Thousands, except per share data) 2016 2016 2016 2016 2016 Total revenues $ $ $ $ $ Operating income Net earnings (1) $ $ $ $ $ Basic earnings per share: $ $ $ $ $ Diluted earnings per share: $ $ $ $ $ (1) Income tax provision included a benefit of $19,200,000 during the three months ended December 31, 2016 related to resolution of an uncertain tax position. Merger, acquisition and transaction costs include a $10,000,000 management transaction bonus financed by a capital contribution from Wanda and related to the successful completion of the Odeon and Carmike acquisitions during the quarter ended December 31, 2016. General and administrative: other includes $7,000,000 of expense related to the settlement of litigation during the quarter ended December 31, 2016. 2015 Quarter Quarter Quarter Quarter Year Ended Ended Ended Ended Ended March 31, June 30, September 30, December 31, December 31, (In Thousands, except per share data) 2015 2015 2015 2015 2015 Total revenues $ 653,124 $ 821,079 $ 688,840 $ 783,857 $ 2,946,900 Operating income 32,053 94,173 35,539 75,292 237,057 Net earnings (1) 6,138 43,923 12,178 41,617 103,856 Basic earnings per share $ 0.06 $ 0.45 $ 0.12 $ 0.42 $ 1.06 Diluted earnings per share $ 0.06 $ 0.45 $ 0.12 $ 0.42 $ 1.06 (1) Other expense (income) during the year ended December 31, 2015 was primarily due to a loss on extinguishment of indebtedness related to the cash tender offer and redemption of the Notes due 2020 of $9,318,000 and the modification of the Senior Secured Credit Facility of $1,366,000. 2014 Quarter Quarter Quarter Quarter Year Ended Ended Ended Ended Ended March 31, June 30, September 30, December 31, December 31, (In Thousands, except per share data) 2014 2014 2014 2014 2014 Total revenues $ $ $ $ $ Operating income Earnings (loss) from continuing operations(1) Gain (loss) from discontinued operations, net of income taxes — — Net earnings (loss) $ $ $ $ $ Basic earnings (loss) per share: Earnings from continuing operations $ $ $ $ $ Gain from discontinued operations — — — — Basic earnings (loss) per share $ $ $ $ $ Diluted earnings (loss) per share: Earnings from continuing operations $ $ $ $ $ Gain from discontinued operations — — — — Diluted earnings (loss) per share $ $ $ $ $ (1) Other expense (income) for the year ended December 31, 2014 was primarily due to a gain on extinguishment of indebtedness related ti the cash tender offer and redemption of the Notes due 2019 of $8,386,000. |
THE COMPANY AND SIGNIFICANT A48
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES (Details) | Dec. 23, 2013USD ($)shares | Dec. 31, 2016USD ($)segmentitem | Dec. 31, 2015USD ($)segmentitem | Dec. 31, 2014USD ($)segment | Mar. 31, 2016 | Jun. 05, 2015 | Feb. 07, 2014 | Dec. 26, 2013 |
BASIS OF PRESENTATION | ||||||||
Noncontrolling interests in consolidated subsidiaries (as a percent) | 0.00% | |||||||
Number of reportable segments | segment | 2 | 2 | 2 | |||||
Revenues | ||||||||
Percentage of revenue related to sales of gift cards and packaged tickets deferred | 100.00% | |||||||
Number of gift card sales channels for which breakage rate is applied | item | 4 | |||||||
Period over which total amount of breakage for that current month's sales in proportion to the pattern of actual redemptions is recognized | 24 months | |||||||
Period during which breakage for packaged tickets continues to be recognized as redemption if not used after being purchased | 18 months | |||||||
Customer Frequency Program | ||||||||
Insider tier, points earned per dollar spent | item | 20 | |||||||
Insider tier, annual membership fee | $ 15 | |||||||
Premiere tier, points earned per dollar spent | item | 100 | |||||||
Premiere tier, number of points for virtual reward | item | 5,000 | |||||||
Premiere tier, virtual award | $ 5 | |||||||
Cash Equivalents | ||||||||
Cash equivalents, maximum maturity | 3 months | |||||||
Impairment of Intangible Assets | ||||||||
Impairment of intangible assets | $ 0 | $ 839,000,000 | $ 0 | |||||
Intangible asset impairment, number of theatres | item | 1 | |||||||
Intangible asset impairment, number of screens | item | 6 | |||||||
Maximum | ||||||||
Revenues | ||||||||
Breakage rate for gift cards (as a percent) | 20.00% | |||||||
Minimum | ||||||||
Revenues | ||||||||
Breakage rate for gift cards (as a percent) | 13.00% | |||||||
Accounts Payable Caption [Member] | ||||||||
Film Exhibition Costs | ||||||||
Film exhibition cost payable | $ 203,588,000 | $ 131,690,000 | ||||||
Other Theatre Revenues Caption [Member] | ||||||||
Revenues | ||||||||
Gift card breakage income recognized | 22,994,000 | 22,879,000 | 21,347,000 | |||||
Income from derecognition of package ticket liabilities | 13,647,000 | 12,079,000 | 11,710,000 | |||||
Operating Expense Caption [Member] | ||||||||
Advertising Costs | ||||||||
Advertising Expense | $ 10,083,000 | $ 10,316,000 | $ 10,317,000 | |||||
Wanda | ||||||||
BASIS OF PRESENTATION | ||||||||
Ownership percentage | 68.83% | |||||||
Combined voting power held in Holdings (as a percent) | 86.88% | |||||||
AC JV, LLC | ||||||||
BASIS OF PRESENTATION | ||||||||
Ownership percentage | 32.00% | |||||||
AC JV, LLC | Founding Members | ||||||||
BASIS OF PRESENTATION | ||||||||
Ownership percentage | 32.00% | |||||||
AC JV, LLC | 5% Promissory Note payable to NCM due 2019 | Founding Members | ||||||||
BASIS OF PRESENTATION | ||||||||
Interest rate of debt (as a percent) | 5.00% | |||||||
Class A Common Stock | ||||||||
BASIS OF PRESENTATION | ||||||||
Number of shares issued | shares | 21,052,632 | |||||||
Net proceeds from offering | $ 355,299,000 | |||||||
Class A Common Stock | IPO | ||||||||
BASIS OF PRESENTATION | ||||||||
Number of shares issued | shares | 18,421,053 | |||||||
Class A Common Stock | Over-Allotment Option [Member] | ||||||||
BASIS OF PRESENTATION | ||||||||
Number of shares issued | shares | 2,631,579 | |||||||
5.875% Senior Subordinated Notes due 2022 | ||||||||
BASIS OF PRESENTATION | ||||||||
Interest rate of debt (as a percent) | 5.875% | 5.875% | 5.875% | 5.875% | ||||
5.75 % Senior Subordinated Notes due 2025 | ||||||||
BASIS OF PRESENTATION | ||||||||
Interest rate of debt (as a percent) | 5.75% | 5.75% | 5.75% | 5.75% |
THE COMPANY AND SIGNIFICANT A49
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES - Investments, Goodwill, Payables, Leases (Details) | 12 Months Ended | |||
Dec. 31, 2016USD ($)item | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 26, 2013 | |
Investments | ||||
Goodwill | $ 3,932,960,000 | $ 2,406,691,000 | $ 2,289,800,000 | |
Impairment of goodwill | 0 | 0 | ||
Accounts payable related to checks issued but not yet presented to bank | 60,266,000 | 42,751,000 | ||
Financing lease obligations for failed sale leaseback transactions | 533,573,000 | 74,898,000 | ||
Trademark and trade name | ||||
Investments | ||||
Impairment of trademark and tradename | $ 0 | $ 0 | ||
Minimum | ||||
Investments | ||||
Lease terms | 12 years | |||
Maximum | ||||
Investments | ||||
Lease terms | 15 years | |||
Additional term for which leases can be extended | 20 years | |||
NCM LLC | ||||
Investments | ||||
Ownership percentage | 17.40% | 4.00% | ||
SV Holdco | ||||
Investments | ||||
Ownership percentage | 16.80% | |||
SV Holdco | Class A Units | ||||
Investments | ||||
Ownership percentage | 0.70% | |||
SV Holdco | Class C Units | ||||
Investments | ||||
Ownership percentage | 16.10% | |||
DCM | ||||
Investments | ||||
Ownership percentage | 50.00% | |||
AC JV, LLC | ||||
Investments | ||||
Ownership percentage | 32.00% | |||
DCIP | ||||
Investments | ||||
Ownership percentage | 29.00% | |||
DCDC | ||||
Investments | ||||
Ownership percentage | 14.60% | |||
Theatre Partnerships | ||||
Investments | ||||
Ownership percentage | 50.00% | |||
Number of theatres | item | 5 | |||
Number of screens | item | 1 | |||
Open Road Films | ||||
Investments | ||||
Ownership percentage | 50.00% |
THE COMPANY AND SIGNIFICANT A50
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES - Impairment, Taxes, Insurance (Details) £ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2016USD ($)item | Dec. 31, 2015USD ($)item | Dec. 31, 2014USD ($)item | Jan. 20, 2017USD ($) | Dec. 31, 2016GBP (£) | Dec. 31, 2016USD ($) | Nov. 08, 2016GBP (£) | |
Impairment losses | |||||||
Impairment losses | $ 5,544,000 | $ 1,702,000 | $ 3,149,000 | ||||
Impairment of property | $ 863,000 | ||||||
Tangible asset impairment, number of theatres | item | 2 | 3 | 8 | ||||
Tangible asset impairment, number of screens | item | 22 | 15 | 94 | ||||
Casualty Insurance | |||||||
Self-insured amount for general liability per occurrence | $ 1,000,000 | ||||||
Deductible limit per occurrence for workers compensation claims | 500,000 | ||||||
Casualty insurance reserves, net of estimated insurance recoveries | $ 19,973,000 | $ 23,435,000 | |||||
Expenses related to general liability and workers compensation claims | $ 15,617,000 | 18,487,000 | $ 16,329,000 | ||||
6.375% Senior Subordinated Notes due 2024 | |||||||
Foreign Currency Translation [Abstract] | |||||||
Debt instrument face amount | £ | £ 250,000 | £ 250,000 | |||||
Interest rate of debt (as a percent) | 6.375% | 6.375% | 6.375% | ||||
Impairment Of LongLived Assets Caption [Member] | |||||||
Impairment losses | |||||||
Impairment losses | $ 5,544,000 | $ 1,702,000 | $ 3,149,000 | ||||
Nordic | Subsequent Events | |||||||
Foreign Currency Translation [Abstract] | |||||||
Debt instrument face amount | $ 675,000,000 |
THE COMPANY AND SIGNIFICANT A51
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES - Other Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 15, 2010 | Jun. 09, 2009 | |
Other Expense (Income): | |||||
Loss (gain) on redemption of notes | $ (8,386) | ||||
Gain on extinguishment of debt | $ (44) | (8,544) | |||
Business interruption insurance recoveries | $ (424) | ||||
Other income | (42) | ||||
Other expense | (22) | ||||
Other expense (income) | (446) | 10,684 | (8,344) | ||
Other long-term assets | 533,792 | 501,757 | |||
Corporate borrowings, noncurrent, carrying value | (3,745,755) | (1,902,598) | |||
Additional paid-in capital | 1,627,384 | 1,182,923 | |||
Accumulated earnings | $ 384,401 | 352,684 | |||
9.75% Senior Subordinated Notes due 2020 | |||||
Other Expense (Income): | |||||
Interest rate of debt (as a percent) | 9.75% | ||||
Loss (gain) on redemption of notes | 9,318 | ||||
8.75% Senior Fixed Rate Notes due 2019 | |||||
Other Expense (Income): | |||||
Interest rate of debt (as a percent) | 8.75% | ||||
Loss (gain) on redemption of notes | $ (8,544) | ||||
Senior Secured Credit Facility Term-Loan due 2022 | |||||
Other Expense (Income): | |||||
Interest rate of debt (as a percent) | 3.40% | ||||
Loss on modification of debt | 1,366 | ||||
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 | ||||
Accumulated earnings | 352,684 | ||||
Accounting Standards Update 201609 [Member] | Scenario, Previously Reported [Member] | |||||
Other Expense (Income): | |||||
Additional paid-in capital | 1,183,218 | ||||
Accumulated earnings | $ 352,389 |
THE COMPANY AND SIGNIFICANT A52
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES - New Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES | ||
Deferred tax assets | $ 864,512 | $ 615,318 |
ACQUISITION (Details)
ACQUISITION (Details) $ / shares in Units, £ in Thousands, SEK in Millions | Mar. 09, 2017USD ($)shares | Jan. 20, 2017SEK | Jan. 20, 2017USD ($) | Dec. 28, 2016USD ($) | Dec. 21, 2016USD ($)stateitem$ / sharesshares | Nov. 30, 2016GBP (£)itemshares | Nov. 30, 2016USD ($)item$ / sharesshares | Dec. 31, 2015USD ($)stateitem | Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($)stateitem$ / shares | Dec. 31, 2014USD ($) |
Allocation of purchase price | ||||||||||||
Goodwill | $ 2,406,691,000 | $ 3,932,960,000 | $ 3,932,960,000 | $ 2,406,691,000 | $ 2,289,800,000 | |||||||
Current portion | 18,786,000 | 81,243,000 | 81,243,000 | 18,786,000 | ||||||||
Business Acquisition, Pro Forma Information [Abstract] | ||||||||||||
Revenues, pro forma | 4,914,920,000 | 4,837,057,000 | ||||||||||
Operating income, pro forma | 280,913,000 | 347,474,000 | ||||||||||
Net income, pro forma | $ (14,587,000) | $ 138,705,000 | ||||||||||
Income per share, basic | $ / shares | $ (0.13) | $ 1.25 | ||||||||||
Income per share, diluted | $ / shares | $ (0.13) | $ 1.25 | ||||||||||
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 | $ 400,000 | ||||||||||
Receivables | (140,000) | (140,000) | ||||||||||
Other current assets | (177,000) | (177,000) | ||||||||||
Property | (8,702,000) | (8,702,000) | ||||||||||
Goodwill | 13,260,000 | 13,260,000 | ||||||||||
Accrued expenses and other liabilities | (466,000) | (466,000) | ||||||||||
Deferred revenues and income | (172,000) | (172,000) | ||||||||||
Deferred tax liability | (714,000) | (714,000) | ||||||||||
Other long-term liabilities | (3,570,000) | (3,570,000) | ||||||||||
Total transaction value | (281,000) | |||||||||||
Theatres Divested as Required by US DOJ | ||||||||||||
ACQUISITION | ||||||||||||
Number of screens | item | 384 | |||||||||||
Number of theatres | item | 24 | |||||||||||
Theatres Divested as Required by US DOJ | NCM LLC | ||||||||||||
Assets held for sale | ||||||||||||
Percent of NCM's total network | 2.00% | |||||||||||
Theatres Divested as Required by US DOJ | Merger Acquisition And Transaction Costs Caption [Member] | ||||||||||||
Assets held for sale | ||||||||||||
Common units returned under Common Unit Adjustment Agreement | shares | 2,850,000 | |||||||||||
Theatres Divested as Required by US DOJ | Forecast | ||||||||||||
Assets held for sale | ||||||||||||
Total common units received | shares | 18,400,000 | |||||||||||
Common units returned under waiver of exclusivity agreement | shares | 1,800,000 | |||||||||||
Value of common units returned under waiver of exclusivity agreement | $ 25,000,000 | |||||||||||
Net common units received | shares | 13,750,000 | |||||||||||
Value of net common units received | $ 175,038,000 | |||||||||||
Expenses | $ 1,000,000 | |||||||||||
Odeon | ||||||||||||
ACQUISITION | ||||||||||||
Purchase price, net of cash acquired | 438,733,000 | |||||||||||
Purchase price, cash | £ 384,847 | $ 480,338,000 | ||||||||||
GBP/USD exchange rate | 1.25 | |||||||||||
Number of screens acquired | item | 2,243 | 2,243 | ||||||||||
Number of theatres acquired | item | 244 | 244 | ||||||||||
Number of major markets | item | 4 | 4 | ||||||||||
Number of smaller markets | item | 3 | 3 | ||||||||||
Allocation of purchase price | ||||||||||||
Cash | $ 41,605,000 | |||||||||||
Receivables | 26,159,000 | |||||||||||
Other current assets | 58,120,000 | |||||||||||
Property | 755,910,000 | |||||||||||
Intangible assets | 112,111,000 | |||||||||||
Goodwill | 898,627,000 | |||||||||||
Deferred tax assets | 18,704,000 | |||||||||||
Other long-term assets | 29,562,000 | |||||||||||
Accounts payable | (78,916,000) | |||||||||||
Accrued expenses and other liabilities | (118,202,000) | |||||||||||
Capital and financing lease obligations | (365,264,000) | |||||||||||
Deferred revenues and income | (20,415,000) | |||||||||||
Deferred tax liability | (21,298,000) | |||||||||||
Other long-term liabilities | (103,052,000) | |||||||||||
Total transaction value | £ 510,423 | 637,073,000 | ||||||||||
Unfavorable lease acquired | 48,300,000 | |||||||||||
Current portion | 26,549,000 | |||||||||||
Odeon | Merger Acquisition And Transaction Costs Caption [Member] | ||||||||||||
Allocation of purchase price | ||||||||||||
Acquisition-related costs | 20,892,000 | |||||||||||
Odeon | Senior Secured Note GBP 9.0 Percent Due 2018 [Member] | ||||||||||||
Allocation of purchase price | ||||||||||||
Indebtedness assumed | (382,864,000) | |||||||||||
Odeon | Senior Secured Note 4.93 Percent Due 2018 [Member] | ||||||||||||
Allocation of purchase price | ||||||||||||
Indebtedness assumed | $ (213,714,000) | |||||||||||
Odeon | Class A Common Stock | ||||||||||||
ACQUISITION | ||||||||||||
Number of shares issued in acquisition | shares | 4,536,466 | 4,536,466 | ||||||||||
Value of equity portion of consideration | £ 125,576 | $ 156,735,000 | ||||||||||
Shares issued in acquisition, price per share | $ / shares | $ 34.55 | |||||||||||
Nordic | Subsequent Events | ||||||||||||
ACQUISITION | ||||||||||||
GBP/USD exchange rate | 8.879 | 8.879 | ||||||||||
Allocation of purchase price | ||||||||||||
Total transaction value | SEK 8,250 | $ 929,000,000 | ||||||||||
Carmike | ||||||||||||
ACQUISITION | ||||||||||||
Purchase price, net of cash acquired | 497,798,000 | |||||||||||
Purchase price, cash | $ 584,291,000 | |||||||||||
Number of screens acquired | item | 2,923 | |||||||||||
Number of theatres acquired | item | 271 | |||||||||||
Number of states | state | 41 | |||||||||||
Allocation of purchase price | ||||||||||||
Cash | $ 86,493,000 | |||||||||||
Receivables | 12,268,000 | |||||||||||
Other current assets | 14,248,000 | |||||||||||
Property | 719,642,000 | |||||||||||
Intangible assets | 25,876,000 | |||||||||||
Goodwill | 624,803,000 | |||||||||||
Other long-term assets | 19,423,000 | |||||||||||
Accounts payable | (36,946,000) | |||||||||||
Accrued expenses and other liabilities | (53,030,000) | |||||||||||
Deferred revenues and income | (19,944,000) | |||||||||||
Deferred tax liability | (19,535,000) | |||||||||||
Other long-term liabilities | (51,027,000) | |||||||||||
Total transaction value | 858,240,000 | |||||||||||
Unfavorable lease acquired | $ 50,379,000 | |||||||||||
Current portion | 30,365,000 | |||||||||||
Carmike | Other Current Assets [Member] | ||||||||||||
Allocation of purchase price | ||||||||||||
Property | $ 17,238,000 | |||||||||||
Carmike | Merger Acquisition And Transaction Costs Caption [Member] | ||||||||||||
Allocation of purchase price | ||||||||||||
Acquisition-related costs | 25,350,000 | |||||||||||
Carmike | Theatres Divested as Required by US DOJ | ||||||||||||
ACQUISITION | ||||||||||||
Number of screens | item | 17 | |||||||||||
Number of theatres | item | 5 | |||||||||||
Assets held for sale | ||||||||||||
Number of local markets | item | 15 | |||||||||||
Carmike | Theatres Divested as Required by US DOJ | NCM LLC | ||||||||||||
Assets held for sale | ||||||||||||
Maximum equity interest, first period, as a percent | 15.00% | |||||||||||
Maximum equity interest, second period, as a percent | 7.50% | |||||||||||
Maximum equity interest, final, as a percent | 4.99% | |||||||||||
Carmike | 6.0% Senior Secured Notes due 2023 | ||||||||||||
Allocation of purchase price | ||||||||||||
Capital and financing lease obligations | $ (230,000,000) | |||||||||||
Indebtedness assumed | $ (242,075,000) | |||||||||||
Carmike | Capital and financing lease obligations | ||||||||||||
Allocation of purchase price | ||||||||||||
Indebtedness assumed | $ (221,956,000) | |||||||||||
Carmike | Class A Common Stock | ||||||||||||
ACQUISITION | ||||||||||||
Number of shares issued in acquisition | shares | 8,189,808 | |||||||||||
Value of equity portion of consideration | $ 273,949,000 | |||||||||||
Shares issued in acquisition, price per share | $ / shares | $ 33.45 | |||||||||||
Starplex Cinemas | ||||||||||||
ACQUISITION | ||||||||||||
Purchase price, net of cash acquired | $ 172,172,000 | |||||||||||
Number of screens acquired | item | 346 | |||||||||||
Number of theatres acquired | item | 33 | |||||||||||
Number of states | state | 12 | 12 | ||||||||||
Allocation of purchase price | ||||||||||||
Cash | 2,519,000 | 2,519,000 | ||||||||||
Receivables | 1,861,000 | 1,861,000 | ||||||||||
Other current assets | 4,629,000 | 4,629,000 | ||||||||||
Property | 42,108,000 | 42,108,000 | ||||||||||
Intangible assets | 21,080,000 | 21,080,000 | ||||||||||
Goodwill | 130,151,000 | 130,151,000 | ||||||||||
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 | (11,324,000) | (11,324,000) | ||||||||||
Other long-term liabilities | $ (4,790,000) | (4,790,000) | ||||||||||
Total transaction value | 174,691,000 | |||||||||||
Starplex Cinemas | Merger Acquisition And Transaction Costs Caption [Member] | ||||||||||||
Allocation of purchase price | ||||||||||||
Acquisition-related costs | $ 1,503,000 | $ 1,534,000 | ||||||||||
Starplex Cinemas | Held-for-sale | ||||||||||||
ACQUISITION | ||||||||||||
Number of screens | item | 22 | |||||||||||
Number of theatres | item | 2 | |||||||||||
Starplex Cinemas | Held-for-sale | Other Current Assets [Member] | ||||||||||||
Assets held for sale | ||||||||||||
Value of assets held for sale | $ 5,390,000 | $ 5,390,000 |
PROPERTY (Details)
PROPERTY (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
PROPERTY | |||
Property owned, gross | $ 3,707,910,000 | $ 1,970,649,000 | |
Less-accumulated depreciation and amortization | 786,084,000 | 578,687,000 | |
Property owned, net | 2,921,826,000 | 1,391,962,000 | |
Property leased under capital leases: | |||
Property leased under capital leases, gross | 120,238,000 | 14,381,000 | |
Less-accumulated amortization | 6,205,000 | 4,415,000 | |
Property leased under capital leases, net | 114,033,000 | 9,966,000 | |
Property including property leased under capital leases, net | 3,035,859,000 | 1,401,928,000 | |
Depreciation expense | 239,944,000 | 210,326,000 | $ 194,930,000 |
Land | |||
PROPERTY | |||
Property owned, gross | 147,678,000 | 47,899,000 | |
Buildings and improvements | |||
PROPERTY | |||
Property owned, gross | $ 987,184,000 | 217,885,000 | |
Buildings and improvements | Minimum | |||
Property leased under capital leases: | |||
Estimated useful lives | 5 years | ||
Buildings and improvements | Maximum | |||
Property leased under capital leases: | |||
Estimated useful lives | 40 years | ||
Leasehold improvements | |||
PROPERTY | |||
Property owned, gross | $ 1,074,115,000 | 775,322,000 | |
Leasehold improvements | Minimum | |||
Property leased under capital leases: | |||
Estimated useful lives | 1 year | ||
Leasehold improvements | Maximum | |||
Property leased under capital leases: | |||
Estimated useful lives | 20 years | ||
Furniture, fixtures and equipment | |||
PROPERTY | |||
Property owned, gross | $ 1,498,933,000 | $ 929,543,000 | |
Furniture, fixtures and equipment | Minimum | |||
Property leased under capital leases: | |||
Estimated useful lives | 1 year | ||
Furniture, fixtures and equipment | Maximum | |||
Property leased under capital leases: | |||
Estimated useful lives | 10 years |
GOODWILL AND OTHER INTANGIBLE55
GOODWILL AND OTHER INTANGIBLE ASSETS - RF (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||
Balance at the beginning of the period | $ 2,406,691,000 | $ 2,289,800,000 |
Currency translation adjustment | (10,421,000) | |
Balance at the end of the period | 3,932,960,000 | 2,406,691,000 |
US markets | ||
Goodwill [Roll Forward] | ||
Balance at the beginning of the period | 2,406,691,000 | 2,289,800,000 |
Balance at the end of the period | 3,044,754,000 | 2,406,691,000 |
International markets | ||
Goodwill [Roll Forward] | ||
Currency translation adjustment | (10,421,000) | |
Balance at the end of the period | 888,206,000 | |
Carmike | ||
Goodwill [Roll Forward] | ||
Acquisition | 624,803,000 | |
Carmike | US markets | ||
Goodwill [Roll Forward] | ||
Acquisition | 624,803,000 | |
Odeon | ||
Goodwill [Roll Forward] | ||
Acquisition | 898,627,000 | |
Odeon | International markets | ||
Goodwill [Roll Forward] | ||
Acquisition | 898,627,000 | |
Starplex Cinemas | ||
Goodwill [Roll Forward] | ||
Acquisition | 116,891,000 | |
Adjustments | 13,260,000 | |
Balance at the end of the period | 130,151,000 | |
Starplex Cinemas | US markets | ||
Goodwill [Roll Forward] | ||
Acquisition | 116,891,000 | |
Adjustments | 13,260,000 | |
AMCEH | ||
Goodwill [Roll Forward] | ||
Balance at the beginning of the period | (2,143,000) | |
Balance at the end of the period | $ (2,143,000) | $ (2,143,000) |
GOODWILL AND OTHER INTANGIBLE56
GOODWILL AND OTHER INTANGIBLE ASSETS - Other intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Amortizable Intangible Assets: | ||
Gross Carrying Amount | $ 245,316 | $ 150,571 |
Accumulated Amortization | (35,433) | (25,795) |
Unamortized Intangible Assets: | ||
AMC trademark | 104,400 | 104,400 |
Total, unamortizable | $ 155,259 | 112,600 |
Carmike | ||
Amortizable Intangible Assets: | ||
Remaining Useful Life | 7 years | |
Gross Carrying Amount | $ 25,876 | |
Odeon | ||
Amortizable Intangible Assets: | ||
Gross Carrying Amount | 60,633 | |
Unamortized Intangible Assets: | ||
Trade name | $ 50,859 | |
Starplex Cinemas | ||
Amortizable Intangible Assets: | ||
Remaining Useful Life | 10 years | |
Unamortized Intangible Assets: | ||
Trade name | 8,200 | |
Favorable leases | ||
Amortizable Intangible Assets: | ||
Gross Carrying Amount | $ 198,145 | 122,831 |
Accumulated Amortization | $ (27,849) | (20,592) |
Favorable leases | Minimum | ||
Amortizable Intangible Assets: | ||
Remaining Useful Life | 3 years | |
Favorable leases | Maximum | ||
Amortizable Intangible Assets: | ||
Remaining Useful Life | 43 years | |
Favorable leases | Carmike | ||
Amortizable Intangible Assets: | ||
Gross Carrying Amount | $ 15,876 | |
Favorable leases | Odeon | ||
Amortizable Intangible Assets: | ||
Gross Carrying Amount | 59,438 | |
Management contracts | ||
Amortizable Intangible Assets: | ||
Gross Carrying Amount | 5,771 | 4,540 |
Accumulated Amortization | $ (3,150) | (2,399) |
Management contracts | Minimum | ||
Amortizable Intangible Assets: | ||
Remaining Useful Life | 2 years | |
Management contracts | Maximum | ||
Amortizable Intangible Assets: | ||
Remaining Useful Life | 5 years | |
Management contracts | Odeon | ||
Amortizable Intangible Assets: | ||
Gross Carrying Amount | $ 1,195 | |
Non-compete agreements | ||
Amortizable Intangible Assets: | ||
Remaining Useful Life | 5 years | |
Gross Carrying Amount | $ 2,600 | 2,300 |
Accumulated Amortization | (535) | |
Trade name | Carmike | ||
Amortizable Intangible Assets: | ||
Gross Carrying Amount | 10,000 | |
Accumulated Amortization | (62) | |
Trade name | Starplex Cinemas | ||
Amortizable Intangible Assets: | ||
Gross Carrying Amount | 7,900 | |
Accumulated Amortization | $ (198) | |
NCM tax receivable agreement | ||
Amortizable Intangible Assets: | ||
Remaining Useful Life | 21 years | |
Gross Carrying Amount | $ 20,900 | 20,900 |
Accumulated Amortization | $ (3,639) | $ (2,804) |
GOODWILL AND OTHER INTANGIBLE57
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |||
Recorded amortization | $ 9,642 | $ 8,380 | $ 8,804 |
Projected annual amortization | |||
2,017 | 17,283 | ||
2,018 | 16,576 | ||
2,019 | 14,876 | ||
2,020 | 13,991 | ||
2,021 | $ 12,940 |
GOODWILL AND OTHER INTANGIBLE58
GOODWILL AND OTHER INTANGIBLE ASSETS - Additional information of intangible assets acquired (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Amortizable Intangible Assets: | ||
Total, amortizable | $ 245,316 | $ 150,571 |
Unamortized Intangible Assets: | ||
Total, unamortizable | 155,259 | 112,600 |
Management contracts | ||
Amortizable Intangible Assets: | ||
Total, amortizable | 5,771 | 4,540 |
Favorable leases | ||
Amortizable Intangible Assets: | ||
Total, amortizable | 198,145 | 122,831 |
Non-compete agreements | ||
Amortizable Intangible Assets: | ||
Total, amortizable | $ 2,600 | $ 2,300 |
Carmike | ||
Amortizable Intangible Assets: | ||
Weighted Average Amortization Period | 7 years 3 months 18 days | |
Total, amortizable | $ 25,876 | |
Carmike | Favorable leases | ||
Amortizable Intangible Assets: | ||
Weighted Average Amortization Period | 7 years 8 months 12 days | |
Total, amortizable | $ 15,876 | |
Carmike | Trade name | ||
Amortizable Intangible Assets: | ||
Weighted Average Amortization Period | 7 years | |
Total, amortizable | $ 10,000 | |
Odeon | ||
Amortizable Intangible Assets: | ||
Weighted Average Amortization Period | 15 years 6 months | |
Total, amortizable | $ 60,633 | |
Odeon | Management contracts | ||
Amortizable Intangible Assets: | ||
Weighted Average Amortization Period | 7 years 4 months 24 days | |
Total, amortizable | $ 1,195 | |
Odeon | Favorable leases | ||
Amortizable Intangible Assets: | ||
Weighted Average Amortization Period | 15 years 8 months 12 days | |
Total, amortizable | $ 59,438 | |
Starplex Cinemas | Trade name | ||
Amortizable Intangible Assets: | ||
Total, amortizable | $ 7,900 |
INVESTMENTS (Details)
INVESTMENTS (Details) | Mar. 09, 2017USD ($)shares | Dec. 21, 2016item | Dec. 26, 2013USD ($) | Oct. 14, 2010USD ($) | Feb. 13, 2007$ / sharesshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2016USD ($)item$ / sharesshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($) | Mar. 31, 2013USD ($) | Aug. 30, 2012USD ($) |
Investments | |||||||||||||
Consideration received for spin-off | $ 76,101,000 | $ 2,137,000 | |||||||||||
Assets held for sale | $ 5,390,000 | $ 70,377,000 | 5,390,000 | ||||||||||
Equity Method Investments Ownership Transactions [Abstract] | |||||||||||||
Amortizable intangible asset | 150,571,000 | 245,316,000 | 150,571,000 | ||||||||||
NCM tax receivable agreement | |||||||||||||
Equity Method Investments Ownership Transactions [Abstract] | |||||||||||||
Amortizable intangible asset | 20,900,000 | 20,900,000 | 20,900,000 | ||||||||||
Theatre Partnerships | |||||||||||||
Investments | |||||||||||||
Amounts due to affiliate | 2,897,000 | 1,796,000 | 2,897,000 | ||||||||||
National CineMedia Inc. [Member] | NCM tax receivable agreement | |||||||||||||
Equity Method Investments Ownership Transactions [Abstract] | |||||||||||||
Amortizable intangible asset | $ 20,900,000 | ||||||||||||
National CineMedia Inc. [Member] | Investment Income (Expense) [Member] | NCM tax receivable agreement | |||||||||||||
Equity Method Investments Ownership Transactions [Abstract] | |||||||||||||
Receipt under tax receivable agreement | $ 7,789,000 | 6,555,000 | $ 8,730,000 | ||||||||||
NCM LLC | |||||||||||||
Investments | |||||||||||||
Ownership percentage | 4.00% | 17.40% | |||||||||||
Assets held for sale | $ 44,577,000 | ||||||||||||
Excess of recorded investment over proportional ownership of underlying equity | $ 731,374,000 | ||||||||||||
Equity Method Investments Ownership Transactions [Abstract] | |||||||||||||
Gain (loss) on exchange and investment in NCM, Inc. | 0 | ||||||||||||
Number of units owned (in shares) | shares | 23,862,988 | ||||||||||||
Estimated fair market value of the units | $ 69,289,000 | $ 354,448,000 | $ 69,289,000 | $ 6,812,000 | $ 2,137,000 | ||||||||
NCM LLC | Tranche 2 Investments | |||||||||||||
Equity Method Investments Ownership Transactions [Abstract] | |||||||||||||
Estimated fair market value of the units | $ 26,315,000 | ||||||||||||
Open Road Releasing, LLC, Operator of ORF | |||||||||||||
Investments | |||||||||||||
Ownership percentage | 50.00% | ||||||||||||
All Investees Except Those Specifically Excluded [Member] | |||||||||||||
Investments | |||||||||||||
Excess of recorded investment over proportional ownership of underlying equity | $ (15,022,000) | ||||||||||||
DCM | |||||||||||||
Investments | |||||||||||||
Ownership percentage | 50.00% | ||||||||||||
SV Holdco | |||||||||||||
Investments | |||||||||||||
Ownership percentage | 16.80% | ||||||||||||
Equity Method Investments Ownership Transactions [Abstract] | |||||||||||||
Earnings participation threshold | $ 85,000,000 | $ 68,075,000 | |||||||||||
Maximum forfeiture of membership units, as a percent | 25.00% | ||||||||||||
Maximum bonus in membership units, as a percent | 33.00% | ||||||||||||
SV Holdco | Class A Units | |||||||||||||
Investments | |||||||||||||
Ownership percentage | 0.70% | ||||||||||||
Equity Method Investments Ownership Transactions [Abstract] | |||||||||||||
Fair value of investment | $ 1,156,000 | ||||||||||||
SV Holdco | Class C Units | |||||||||||||
Investments | |||||||||||||
Ownership percentage | 16.10% | ||||||||||||
Equity Method Investments Ownership Transactions [Abstract] | |||||||||||||
Fair value of investment | $ 9,797,000 | ||||||||||||
SV Holdco | Significant Unobservable Inputs (Level 3) | |||||||||||||
Equity Method Investments Ownership Transactions [Abstract] | |||||||||||||
Fair value of investment | $ 11,291,000 | ||||||||||||
AC JV, LLC | |||||||||||||
Investments | |||||||||||||
Ownership percentage | 32.00% | ||||||||||||
AC JV, LLC | Founding Members | |||||||||||||
Investments | |||||||||||||
Ownership percentage | 32.00% | ||||||||||||
Consideration received for spin-off | $ 25,000,000 | ||||||||||||
DCIP | |||||||||||||
Investments | |||||||||||||
Ownership percentage | 29.00% | ||||||||||||
Real D Inc. | |||||||||||||
Equity Method Investments Ownership Transactions [Abstract] | |||||||||||||
Number of shares divested by owner | shares | 1,222,780 | ||||||||||||
Gain on divestment of equity method investment | $ 3,008,000 | ||||||||||||
Theatre Partnerships | |||||||||||||
Investments | |||||||||||||
Ownership percentage | 50.00% | ||||||||||||
Number of theatres | item | 5 | ||||||||||||
Number of screens | item | 1 | ||||||||||||
DCDC | |||||||||||||
Investments | |||||||||||||
Ownership percentage | 14.60% | ||||||||||||
Theatres Divested as Required by US DOJ | |||||||||||||
Investments | |||||||||||||
Number of theatres | item | 24 | ||||||||||||
Number of screens | item | 384 | ||||||||||||
Theatres Divested as Required by US DOJ | Forecast | |||||||||||||
Investments | |||||||||||||
Total common units received | shares | 18,400,000 | ||||||||||||
Common units returned under waiver of exclusivity agreement | shares | 1,800,000 | ||||||||||||
Value of common units returned under waiver of exclusivity agreement | $ 25,000,000 | ||||||||||||
Net common units received | shares | 13,750,000 | ||||||||||||
Value of net common units received | $ 175,038,000 | ||||||||||||
Expenses | $ 1,000,000 | ||||||||||||
National CineMedia Inc. [Member] | |||||||||||||
Equity Method Investments Ownership Transactions [Abstract] | |||||||||||||
Number of shares issued | shares | 42,000,000 | ||||||||||||
Price per share (in dollars per share) | $ / shares | $ 21 | $ 14.73 | |||||||||||
Common stock, shares issued (in shares) | shares | 200,000 | 200,000 | |||||||||||
National CineMedia Inc. [Member] | Founding Members | |||||||||||||
Equity Method Investments Ownership Transactions [Abstract] | |||||||||||||
Payment to the Founding Members as a percentage of actual tax benefit realized from the tax amortization of the intangible assets by related party | 90.00% | ||||||||||||
Minimum | NCM LLC | |||||||||||||
Equity Method Investments Ownership Transactions [Abstract] | |||||||||||||
Percentage change in the total annual attendance of all the founding members required to cause an earlier common unit adjustment | 2.00% | ||||||||||||
Maximum | Other Noncurrent Assets [Member] | |||||||||||||
Investments | |||||||||||||
Ownership percentage | 50.00% | ||||||||||||
Maximum | NCM LLC | December 20, 2017 | |||||||||||||
Investments | |||||||||||||
Ownership percentage | 15.00% | ||||||||||||
Maximum | NCM LLC | December 20, 2018 | |||||||||||||
Investments | |||||||||||||
Ownership percentage | 7.50% | ||||||||||||
Maximum | NCM LLC | June 20, 2019 | |||||||||||||
Investments | |||||||||||||
Ownership percentage | 4.99% |
INVESTMENTS - Related Party Tra
INVESTMENTS - Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transactions | |||
Amounts due from affiliate | $ 42,000 | $ 109,000 | |
Deferred rent liability for digital projectors | 325,201,000 | 206,265,000 | |
Gross film exhibition cost | 1,089,501,000 | 1,021,457,000 | $ 934,246,000 |
NCM LLC | |||
Related Party Transactions | |||
Amounts due from affiliate | 2,592,000 | 2,406,000 | |
Amounts due to affiliate | 1,371,000 | 1,226,000 | |
Note payable to affiliate | 4,166,000 | 5,555,000 | |
Advertising revenue | 40,965,000 | 35,893,000 | 34,523,000 |
Advertising expense | 5,971,000 | 8,256,000 | 12,226,000 |
DCM | |||
Related Party Transactions | |||
Amounts due from affiliate | $ 3,473,000 | ||
Interest in non-consolidated affiliates (as a percent) | 50.00% | ||
DCIP | |||
Related Party Transactions | |||
Amounts due from affiliate | $ 2,073,000 | 1,460,000 | |
Deferred rent liability for digital projectors | 8,419,000 | 8,725,000 | |
Digital equipment rental expense | $ 4,992,000 | 4,963,000 | 6,639,000 |
Equipment rental term | 12 years | ||
Open Road Releasing, LLC, Operator of ORF | |||
Related Party Transactions | |||
Amounts due from affiliate | $ 4,813,000 | 2,472,000 | |
Amounts due to affiliate | 74,000 | 1,061,000 | |
Gross film exhibition cost | 8,157,000 | 6,380,000 | 13,300,000 |
Cumulative loss | 43,722,000 | ||
Recorded investment in excess of proportional ownership | 49,140,000 | ||
AC JV, LLC | |||
Related Party Transactions | |||
Amounts due to affiliate | 642,000 | 445,000 | |
Gross film exhibition cost | $ 8,026,000 | $ 8,511,000 | $ 6,898,000 |
INVESTMENTS - Sum. Finan. Info
INVESTMENTS - Sum. Finan. Info and Earnings (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Financial Condition: | ||||
Current assets | $ 408,670 | $ 276,337 | ||
Noncurrent assets | 1,653,935 | 1,667,966 | ||
Total assets | 2,062,605 | 1,944,303 | ||
Current liabilities | 310,403 | 219,378 | ||
Noncurrent liabilities | 1,586,958 | 1,660,186 | ||
Total liabilities | 1,897,361 | 1,879,564 | ||
Stockholders' equity (deficit) | 165,244 | 64,739 | ||
Liabilities and stockholders' equity (deficit) | 2,062,605 | 1,944,303 | ||
The company's recorded investment | 461,062 | 419,672 | ||
Operating Results: | ||||
Revenues | 1,121,128 | 821,991 | $ 809,087 | |
Operating costs and expenses | 961,738 | 679,237 | 661,473 | |
Net earnings (loss) | 159,390 | 142,754 | 147,614 | |
Recorded equity in earnings | 47,718 | 37,131 | 26,615 | |
NCM LLC | ||||
Financial Condition: | ||||
Current assets | 180,900 | 159,500 | ||
Noncurrent assets | 607,600 | 612,500 | ||
Total assets | 788,500 | 772,000 | ||
Current liabilities | 121,100 | 113,100 | ||
Noncurrent liabilities | 924,300 | 925,400 | ||
Total liabilities | 1,045,400 | 1,038,500 | ||
Stockholders' equity (deficit) | (256,900) | (266,500) | ||
Liabilities and stockholders' equity (deficit) | 788,500 | 772,000 | ||
The company's recorded investment | 323,950 | 327,471 | 265,839 | $ 272,407 |
Operating Results: | ||||
Revenues | 447,600 | 446,500 | 394,000 | |
Operating costs and expenses | 338,300 | 359,000 | 297,700 | |
Net earnings (loss) | 109,300 | 87,500 | 96,300 | |
Recorded equity in earnings | 17,593 | 11,194 | 11,311 | |
DCIP | ||||
Financial Condition: | ||||
Current assets | 45,127 | 48,833 | ||
Noncurrent assets | 858,607 | 952,135 | ||
Total assets | 903,734 | 1,000,968 | ||
Current liabilities | 44,811 | 32,533 | ||
Noncurrent liabilities | 461,563 | 638,870 | ||
Total liabilities | 506,374 | 671,403 | ||
Stockholders' equity (deficit) | 397,360 | 329,565 | ||
Liabilities and stockholders' equity (deficit) | 903,734 | 1,000,968 | ||
The company's recorded investment | 106,185 | 85,710 | ||
Operating Results: | ||||
Revenues | 178,837 | 172,256 | 170,724 | |
Operating costs and expenses | 89,685 | 93,001 | 109,430 | |
Net earnings (loss) | 89,152 | 79,255 | 61,294 | |
Recorded equity in earnings | 27,447 | 24,522 | 20,929 | |
Other | ||||
Financial Condition: | ||||
Current assets | 182,643 | 68,004 | ||
Noncurrent assets | 187,728 | 103,331 | ||
Total assets | 370,371 | 171,335 | ||
Current liabilities | 144,492 | 73,745 | ||
Noncurrent liabilities | 201,095 | 95,916 | ||
Total liabilities | 345,587 | 169,661 | ||
Stockholders' equity (deficit) | 24,784 | 1,674 | ||
Liabilities and stockholders' equity (deficit) | 370,371 | 171,335 | ||
The company's recorded investment | 30,927 | 6,491 | ||
Operating Results: | ||||
Revenues | 494,691 | 203,235 | 244,363 | |
Operating costs and expenses | 533,753 | 227,236 | 254,343 | |
Net earnings (loss) | (39,062) | (24,001) | (9,980) | |
Recorded equity in earnings | $ 2,678 | $ 1,415 | $ (5,625) |
INVESTMENTS - Rollforwards (Det
INVESTMENTS - Rollforwards (Details) $ / shares in Units, $ in Thousands | Dec. 26, 2013item | Feb. 13, 2007$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Mar. 31, 2015$ / sharesshares | Mar. 31, 2014$ / sharesshares | Mar. 31, 2013$ / sharesshares | Dec. 31, 2012shares |
Changes in carrying amount of investment in NCM and equity in losses of NCM | |||||||||||
Balance at the beginning of the period | $ 419,672 | ||||||||||
Balance at the end of the period | $ 419,672 | 461,062 | $ 419,672 | ||||||||
Other comprehensive income rollforward | |||||||||||
Balance at the beginning of the period | 1,538,703 | 1,512,732 | $ 1,507,470 | ||||||||
Unrealized gain from cash flow hedge | 5,355 | 10,040 | 11,360 | ||||||||
Balance at the end of the period | 1,538,703 | 2,009,654 | 1,538,703 | 1,512,732 | $ 1,507,470 | ||||||
Equity in (earnings) loss of non-consolidated entities | (47,718) | (37,131) | (26,615) | ||||||||
Exhibitor Services Agreement | |||||||||||
Exhibitor services agreement rollforward | |||||||||||
Balance at the beginning of the period | (377,599) | (316,815) | (329,913) | ||||||||
Receipt of common units | (76,101) | (2,137) | |||||||||
Amortization of deferred revenue | 18,355 | 15,317 | 15,235 | ||||||||
Balance at the end of the period | (377,599) | (359,244) | (377,599) | (316,815) | (329,913) | ||||||
Other Comprehensive (Income) | |||||||||||
Other comprehensive income rollforward | |||||||||||
Balance at the beginning of the period | (4,014) | (3,780) | (2,282) | ||||||||
Unrealized gain from cash flow hedge | (234) | (1,498) | |||||||||
Balance at the end of the period | (4,014) | (4,014) | (4,014) | (3,780) | (2,282) | ||||||
Cash Received | |||||||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | |||||||||||
Receipt of excess cash distributions | 21,522 | 22,741 | 21,514 | ||||||||
Other comprehensive income rollforward | |||||||||||
Cash receipt of excess cash distributions | 21,522 | 22,741 | 21,514 | 27,453 | |||||||
Equity in Earnings | |||||||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | |||||||||||
Equity in earnings | (19,007) | (14,435) | (14,446) | ||||||||
Equity in loss from amortization of basis difference | 1,414 | 3,241 | 3,135 | ||||||||
Other comprehensive income rollforward | |||||||||||
Equity in (earnings) loss of non-consolidated entities | (17,593) | (11,194) | (11,311) | (23,196) | |||||||
Advertising (Revenue) | |||||||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | |||||||||||
Amortization of ESA | (18,355) | (15,317) | (15,235) | ||||||||
Other comprehensive income rollforward | |||||||||||
Advertising (revenue) for the period | (18,355) | (15,317) | (15,235) | (14,556) | |||||||
NCM LLC | |||||||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | |||||||||||
Balance at the beginning of the period | 327,471 | 265,839 | 272,407 | ||||||||
Receipt of common units | 76,101 | 2,137 | |||||||||
Exchange of common units | 408 | (3,156) | |||||||||
Receipt of excess cash distributions | (21,522) | (22,741) | (21,514) | ||||||||
Unrealized gain from cash flow hedge | 234 | 1,498 | |||||||||
Equity in earnings | 19,007 | 14,435 | 14,446 | ||||||||
Equity in loss from amortization of basis difference | (1,414) | (3,241) | (3,135) | ||||||||
Balance at the end of the period | $ 327,471 | 323,950 | 327,471 | 265,839 | $ 272,407 | ||||||
Other comprehensive income rollforward | |||||||||||
Equity in (earnings) loss of non-consolidated entities | $ (17,593) | $ (11,194) | $ (11,311) | ||||||||
Common Membership Units rollforward | |||||||||||
Number of units owned (in shares) | shares | 23,862,988 | ||||||||||
NCM LLC | Exhibitor Services Agreement | |||||||||||
Common Membership Units rollforward | |||||||||||
Term of amortization of the exhibitor services agreement (ESA) with NCM | 30 years | ||||||||||
NCM LLC | Member Units Tranche 1 [Member] | |||||||||||
Common Membership Units rollforward | |||||||||||
Number of units owned (in shares) | shares | 17,323,782 | 17,323,782 | |||||||||
NCM LLC | Member Units Tranche 2 [Member] | |||||||||||
Common Membership Units rollforward | |||||||||||
Number of units owned (in shares) | shares | 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) | ||||||||||
AC JV, LLC | Founding Members | |||||||||||
Common Membership Units rollforward | |||||||||||
Number of founding members | item | 3 | ||||||||||
National CineMedia Inc. [Member] | |||||||||||
Common Membership Units rollforward | |||||||||||
Price per share (in dollars per share) | $ / shares | $ 21 | $ 14.73 | |||||||||
Number of shares issued | shares | 42,000,000 | ||||||||||
National CineMedia Inc. [Member] | NCM LLC | Member Units Tranche 2 [Member] | |||||||||||
Common Membership Units rollforward | |||||||||||
Price per share (in dollars per share) | $ / shares | $ 15.75 | $ 15.75 | $ 14.52 | $ 15.08 | $ 15.22 |
SUPPLEMENTAL BALANCE SHEET IN63
SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Other current assets: | ||||
Prepaid rent | $ 73,002,000 | $ 41,805,000 | ||
Income taxes receivable | 8,722,000 | 570,000 | ||
Prepaid insurance and other | 20,274,000 | 17,810,000 | ||
Merchandise inventory | 29,041,000 | 13,992,000 | ||
Assets held for sale | 70,377,000 | 5,390,000 | ||
Other | 61,487,000 | 18,041,000 | ||
Other current assets, total | 262,903,000 | 97,608,000 | ||
Restricted cash realted to collateral for issuance of letters of credit | 23,138,000 | |||
Other long-term assets: | ||||
Investments in real estate | 8,557,000 | 10,309,000 | ||
Deferred financing costs | 7,707,000 | 9,685,000 | ||
Investments in equity method investees | 461,062,000 | 419,672,000 | ||
Less: Reclassified to assets held for sale | (44,577,000) | |||
Computer software | 53,577,000 | 41,378,000 | ||
Investment in common stock | 5,000,000 | 12,900,000 | ||
Pension and other benefits | 18,869,000 | |||
Other | 23,597,000 | 7,813,000 | ||
Other long-term assets, total | 533,792,000 | 501,757,000 | ||
Accrued expenses and other liabilities: | ||||
Taxes other than income | 72,178,000 | 53,924,000 | ||
Interest | 22,115,000 | 12,050,000 | ||
Payroll and vacation | 39,590,000 | 12,934,000 | ||
Current portion of casualty claims and premiums | 8,452,000 | 8,591,000 | ||
Accrued bonus | 37,859,000 | 19,584,000 | ||
Theatre and other closure | 7,893,000 | 7,537,000 | ||
Accrued licensing and percentage rent | 21,769,000 | 20,763,000 | ||
Current portion of pension and other benefits liabilities | 152,000 | 152,000 | ||
Other | 118,941,000 | 23,129,000 | ||
Accrued expenses and other liabilities, total | 328,949,000 | 158,664,000 | ||
Other long-term liabilities: | ||||
Unfavorable lease obligations | 216,581,000 | 140,440,000 | ||
Deferred rent | 325,201,000 | 206,265,000 | ||
Pension and other benefits | 44,456,000 | 42,196,000 | ||
Deferred gain | 613,000 | |||
RealD deferred lease incentive | 10,820,000 | 13,408,000 | ||
Casualty claims and premiums | 15,386,000 | 13,194,000 | ||
Theatre and other closure | 26,670,000 | 35,436,000 | ||
Other | 66,835,000 | 11,687,000 | ||
Other long-term liabilities, total | 706,562,000 | 462,626,000 | ||
NCM LLC | ||||
Other current assets: | ||||
Assets held for sale | 44,577,000 | |||
Other long-term assets: | ||||
Investments in equity method investees | 323,950,000 | 327,471,000 | $ 265,839,000 | $ 272,407,000 |
Carmike | ||||
Other current assets: | ||||
Assets held for sale | 17,238,000 | |||
AMCEH | ||||
Other current assets: | ||||
Assets held for sale | 8,562,000 | |||
Other current assets, total | 1,842,000 | |||
Other long-term assets: | ||||
Other long-term assets, total | 7,706,000 | 9,686,000 | ||
Accrued expenses and other liabilities: | ||||
Accrued expenses and other liabilities, total | $ 17,613,000 | $ 7,188,000 |
CORPORATE BORROWINGS AND CAPI64
CORPORATE BORROWINGS AND CAPITAL AND FINANCING LEASE OBLIGATIONS (Details) £ in Thousands | Dec. 31, 2016GBP (£) | Dec. 31, 2016USD ($) | Dec. 21, 2016USD ($) | Nov. 29, 2016USD ($) | Nov. 08, 2016GBP (£) | Nov. 08, 2016USD ($) | Mar. 31, 2016 | Dec. 31, 2015USD ($) | Dec. 11, 2015USD ($) | Jun. 05, 2015USD ($) | Feb. 07, 2014USD ($) | Dec. 15, 2010USD ($) |
CORPORATE BORROWINGS | ||||||||||||
Corporate borrowings and capital and financing lease obligations | $ 4,436,357,000 | $ 2,014,657,000 | ||||||||||
Deferred charges | (82,855,000) | (21,768,000) | ||||||||||
Unamortized premium and discounts | 9,407,000 | (1,619,000) | ||||||||||
Less: current maturities | (81,243,000) | (18,786,000) | ||||||||||
Corporate borrowings and capital and financing lease obligations, non-current | 4,355,114,000 | 1,995,871,000 | ||||||||||
Senior Secured Credit Facility Term-Loan due 2022 | ||||||||||||
CORPORATE BORROWINGS | ||||||||||||
Corporate borrowings and capital and financing lease obligations | $ 871,819,000 | 880,625,000 | ||||||||||
Stated interest rate (as a percent) | 3.40% | 3.40% | ||||||||||
Debt Instrument, Face Amount | $ 125,000,000 | |||||||||||
Senior Secured Credit Facility Term Loan Due 2023 [Member] | ||||||||||||
CORPORATE BORROWINGS | ||||||||||||
Corporate borrowings and capital and financing lease obligations | $ 500,000,000 | |||||||||||
Stated interest rate (as a percent) | 3.51% | 3.51% | ||||||||||
Debt Instrument, Face Amount | $ 500,000,000 | |||||||||||
Senior Secured Revolving Credit Facility | ||||||||||||
CORPORATE BORROWINGS | ||||||||||||
Corporate borrowings and capital and financing lease obligations | $ 75,000,000 | |||||||||||
Stated interest rate (as a percent) | 2.8445% | |||||||||||
Bridge Loan | ||||||||||||
CORPORATE BORROWINGS | ||||||||||||
Corporate borrowings and capital and financing lease obligations | $ 350,000,000 | |||||||||||
Deferred charges | (5,250,000) | |||||||||||
Debt Instrument, Face Amount | 350,000,000 | |||||||||||
5% Promissory Note payable to NCM due 2019 | ||||||||||||
CORPORATE BORROWINGS | ||||||||||||
Corporate borrowings and capital and financing lease obligations | 4,166,000 | $ 5,555,000 | ||||||||||
Stated interest rate (as a percent) | 5.00% | |||||||||||
5.875% Senior Subordinated Notes due 2022 | ||||||||||||
CORPORATE BORROWINGS | ||||||||||||
Corporate borrowings and capital and financing lease obligations | $ 375,000,000 | $ 375,000,000 | ||||||||||
Stated interest rate (as a percent) | 5.875% | 5.875% | 5.875% | 5.875% | 5.875% | |||||||
Debt Instrument, Face Amount | $ 375,000,000 | |||||||||||
6.0% Senior Secured Notes due 2023 | ||||||||||||
CORPORATE BORROWINGS | ||||||||||||
Corporate borrowings and capital and financing lease obligations | $ 230,000,000 | |||||||||||
Stated interest rate (as a percent) | 6.00% | 6.00% | ||||||||||
Debt Instrument, Face Amount | $ 230,000,000 | |||||||||||
6.375% Senior Subordinated Notes due 2024 | ||||||||||||
CORPORATE BORROWINGS | ||||||||||||
Corporate borrowings and capital and financing lease obligations | $ 308,413,000 | |||||||||||
Stated interest rate (as a percent) | 6.375% | 6.375% | 6.375% | 6.375% | ||||||||
Debt Instrument, Face Amount | £ | £ 250,000 | £ 250,000 | ||||||||||
5.75 % Senior Subordinated Notes due 2025 | ||||||||||||
CORPORATE BORROWINGS | ||||||||||||
Corporate borrowings and capital and financing lease obligations | $ 600,000,000 | $ 600,000,000 | ||||||||||
Stated interest rate (as a percent) | 5.75% | 5.75% | 5.75% | 5.75% | 5.75% | |||||||
Debt Instrument, Face Amount | $ 600,000,000 | |||||||||||
5.875% Senior Subordinated Notes due 2026 | ||||||||||||
CORPORATE BORROWINGS | ||||||||||||
Corporate borrowings and capital and financing lease obligations | $ 595,000,000 | |||||||||||
Stated interest rate (as a percent) | 5.875% | 5.875% | 5.875% | 5.875% | ||||||||
Debt Instrument, Face Amount | $ 595,000,000 | |||||||||||
Capital and financing lease obligations | ||||||||||||
CORPORATE BORROWINGS | ||||||||||||
Corporate borrowings and capital and financing lease obligations | $ 675,407,000 | $ 101,864,000 | ||||||||||
Capital and financing lease obligations | Minimum | ||||||||||||
CORPORATE BORROWINGS | ||||||||||||
Stated interest rate (as a percent) | 5.75% | 5.75% | 5.75% | |||||||||
Capital and financing lease obligations | Maximum | ||||||||||||
CORPORATE BORROWINGS | ||||||||||||
Stated interest rate (as a percent) | 11.50% | 11.50% | 11.50% | |||||||||
9.75% Senior Subordinated Notes due 2020 | ||||||||||||
CORPORATE BORROWINGS | ||||||||||||
Stated interest rate (as a percent) | 9.75% | |||||||||||
Debt Instrument, Face Amount | $ 600,000,000 |
CORPORATE BORROWINGS AND CAPI65
CORPORATE BORROWINGS AND CAPITAL AND FINANCING LEASE OBLIGATIONS - Minimum annual payments (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Capital and Financing Lease Obligations, Minimum Lease Payments | |
2,017 | $ 106,616 |
2,018 | 106,164 |
2,019 | 99,234 |
2,020 | 94,590 |
2,021 | 85,182 |
Thereafter | 456,266 |
Total | 948,052 |
Capital and Financing Lease Obligations, Less Interest | |
2,017 | 40,568 |
2,018 | 36,927 |
2,019 | 32,563 |
2,020 | 28,273 |
2,021 | 24,084 |
Thereafter | 110,230 |
Total | 272,645 |
Capital and Financing Lease Obligations, Principal | |
2,017 | 66,048 |
2,018 | 69,237 |
2,019 | 66,671 |
2,020 | 66,317 |
2,021 | 61,098 |
Thereafter | 346,036 |
Total | 675,407 |
Principal Amount of Corporate Borrowings | |
2,017 | 365,195 |
2,018 | 15,195 |
2,019 | 15,195 |
2,020 | 13,806 |
2,021 | 13,806 |
Thereafter | 3,411,201 |
Total | 3,834,398 |
Future maturities of corporate borrowings and capital and financing leases | |
2,017 | 431,243 |
2,018 | 84,432 |
2,019 | 81,866 |
2,020 | 80,123 |
2,021 | 74,904 |
Thereafter | 3,757,237 |
Total | $ 4,509,805 |
CORPORATE BORROWINGS AND CAPI66
CORPORATE BORROWINGS AND CAPITAL AND FINANCING LEASE OBLIGATIONS - Senior Secured Credit Facility (Details) | Feb. 13, 2017USD ($) | Nov. 08, 2016 | Dec. 11, 2015USD ($) | Dec. 10, 2015 | Apr. 30, 2013USD ($) | Dec. 31, 2016USD ($)item | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Nov. 29, 2016USD ($) |
Corporate borrowings and capital and financing lease obligations | ||||||||||
Deferred financing costs | $ 82,855,000 | $ 21,768,000 | ||||||||
Maximum borrowing capacity | $ 150,000,000 | |||||||||
Periodic principal payment required | 3,486,000 | $ 6,227,000 | ||||||||
Gain (loss) on extinguishment of debt | $ 8,386,000 | |||||||||
Outstanding aggregate principal balance | 760,338,000 | |||||||||
Subsequent Events | ||||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||||
Repayment of Bridge Loan | $ 350,000,000 | |||||||||
Bridge Loan | ||||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||||
Debt instrument face amount | 350,000,000 | |||||||||
Deferred financing costs | $ 5,250,000 | |||||||||
Senior Secured Credit Facility | ||||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||||
Maximum borrowing capacity | $ 925,000,000 | |||||||||
Redemption price of debt instrument (as a percent) | 100.00% | |||||||||
Aggregate principal amount of debt redeemed | $ 760,338,000 | |||||||||
Gain (loss) on extinguishment of debt | $ (1,366,000) | $ 130,000 | ||||||||
Stay of enforcement period | 60 days | |||||||||
Senior Secured Credit Facility | Minimum | ||||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||||
Principal amount of guarantor or any significant subsidiary considered for defaults under other indebtedness, minimum | $ 25,000,000 | |||||||||
Number of uninsured judgments against the entity, any guarantor, or any significant subsidiary for specified principal amount considered as events of default, minimum | item | 1 | |||||||||
Principal amount for which uninsured judgements against the entity, any guarantor, or any significant subsidiary considered as events of default | $ 25,000,000 | |||||||||
Senior Secured Credit Facility | Maximum | ||||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||||
Debt covenants, leverage ratio | 3.25 | |||||||||
Senior Secured Credit Facility | Base rate | Minimum | ||||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||||
Stated interest rate (as a percent) | 1.00% | 1.75% | 1.00% | |||||||
Senior Secured Credit Facility | LIBOR | Minimum | ||||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||||
Stated interest rate (as a percent) | 0.00% | |||||||||
Senior Secured Revolving Credit Facility | ||||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||||
Stated interest rate (as a percent) | 2.8445% | |||||||||
Deferred financing costs | $ 6,545,000 | 6,909,000 | ||||||||
Available borrowing capacity | $ 62,059,000 | |||||||||
Unused commitment fee (as a percent) | 0.50% | |||||||||
Senior Secured Revolving Credit Facility | Maximum | ||||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||||
Fee on undrawn amount of the letter of credit (as a percent) | 0.25% | |||||||||
Senior Secured Revolving Credit Facility | Base rate | Minimum | ||||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||||
Spread on variable rate basis (as a percent) | 1.25% | |||||||||
Senior Secured Revolving Credit Facility | Base rate | Maximum | ||||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||||
Spread on variable rate basis (as a percent) | 1.50% | |||||||||
Senior Secured Revolving Credit Facility | LIBOR | Minimum | ||||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||||
Spread on variable rate basis (as a percent) | 2.25% | |||||||||
Senior Secured Revolving Credit Facility | LIBOR | Maximum | ||||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||||
Spread on variable rate basis (as a percent) | 2.50% | |||||||||
Senior Secured Credit Facility-Term Loan due 2020 | ||||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||||
Debt instrument face amount | $ 775,000,000 | |||||||||
Effective interest rate for borrowings | 3.50% | |||||||||
Required quarterly repayments of principal (as a percent) | 0.25% | |||||||||
Periodic principal payment required | $ 1,937,500 | |||||||||
Deferred financing costs | $ 2,217,000 | |||||||||
Discount percentage on issuance of term loan | 0.25% | |||||||||
Senior Secured Credit Facility-Term Loan due 2020 | LIBOR | ||||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||||
Spread on variable rate basis (as a percent) | 2.75% | |||||||||
Effective interest rate for borrowings | 0.75% | |||||||||
Senior Secured Credit Facility Term Loans Due 2022 And 2023 [Member] | ||||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||||
Required quarterly repayments of principal (as a percent) | 0.25% | |||||||||
Principal repayments per quarter | $ 34,515,000 | |||||||||
Senior Secured Credit Facility Term Loans Due 2022 And 2023 [Member] | Base rate | ||||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||||
Spread on variable rate basis (as a percent) | 2.00% | 2.00% | ||||||||
Senior Secured Credit Facility Term Loans Due 2022 And 2023 [Member] | LIBOR | ||||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||||
Spread on variable rate basis (as a percent) | 2.75% | 2.75% | ||||||||
Senior Secured Credit Facility Term-Loan due 2022 | ||||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||||
Debt instrument face amount | 125,000,000 | |||||||||
Stated interest rate (as a percent) | 3.40% | |||||||||
Deferred financing costs | $ 3,329,000 | |||||||||
Senior Secured Credit Facility Term-Loan due 2022 | Base rate | ||||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||||
Spread on variable rate basis (as a percent) | 2.25% | 1.75% | ||||||||
Senior Secured Credit Facility Term-Loan due 2022 | LIBOR | ||||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||||
Spread on variable rate basis (as a percent) | 3.25% | 2.75% | ||||||||
Senior Secured Credit Facility Term Loan Due 2023 [Member] | ||||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||||
Debt instrument face amount | $ 500,000,000 | |||||||||
Stated interest rate (as a percent) | 3.51% | |||||||||
Deferred financing costs | $ 18,791,000 | |||||||||
Discount percentage on issuance of term loan | 0.25% | |||||||||
Discount amount on issuance of term loan | $ 1,250,000 | |||||||||
Premium on repayment (as a percent) | 1.00% |
CORPORATE BORROWINGS AND CAPI67
CORPORATE BORROWINGS AND CAPITAL AND FINANCING LEASE OBLIGATIONS - Notes (Details) £ in Thousands | Nov. 08, 2016GBP (£) | Oct. 30, 2015USD ($) | Jun. 05, 2015USD ($) | May 26, 2015USD ($) | Apr. 22, 2014USD ($) | Feb. 07, 2014USD ($) | Jan. 15, 2014USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016GBP (£) | Dec. 21, 2016USD ($) | Nov. 08, 2016USD ($) | Mar. 31, 2016 | Feb. 14, 2014USD ($) | Jan. 29, 2014USD ($) | Apr. 30, 2013USD ($) | Dec. 15, 2010USD ($) | Jun. 09, 2009USD ($) |
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 8,386,000 | ||||||||||||||||||
Amortization of net premium on corporate borrowings | $ 201,000 | $ 808,000 | 832,000 | ||||||||||||||||
Maximum additional debt | $ 3,251,300,000 | ||||||||||||||||||
Assumed interest rate | 6.00% | ||||||||||||||||||
Maximum borrowing capacity | $ 150,000,000 | ||||||||||||||||||
Initial Redemption Period | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||
Redemption period start date | Jun. 15, 2020 | ||||||||||||||||||
Terminal Redemption Period | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||
Redemption period start date | Jun. 15, 2023 | ||||||||||||||||||
6.0% Senior Secured Notes due 2023 | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||
Debt instrument face amount | $ 230,000,000 | ||||||||||||||||||
Corporate borrowings, noncurrent, fair value | 242,075,000 | ||||||||||||||||||
Stated interest rate (as a percent) | 6.00% | ||||||||||||||||||
Closing price | $ 105.25 | ||||||||||||||||||
5% Promissory Note payable to NCM due 2019 | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||
Stated interest rate (as a percent) | 5.00% | ||||||||||||||||||
5.75 % Senior Subordinated Notes due 2025 | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||
Debt instrument face amount | $ 600,000,000 | ||||||||||||||||||
Stated interest rate (as a percent) | 5.75% | 5.75% | 5.75% | 5.75% | |||||||||||||||
Deferred financing costs | $ 11,378,000 | ||||||||||||||||||
Stay of enforcement period | 210 days | ||||||||||||||||||
5.75 % Senior Subordinated Notes due 2025 | Initial Redemption Period | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||
Redemption price of debt instrument (as a percent) | 102.875% | ||||||||||||||||||
5.75 % Senior Subordinated Notes due 2025 | Terminal Redemption Period | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||
Redemption price of debt instrument (as a percent) | 100.00% | ||||||||||||||||||
5.875% Senior Subordinated Notes due 2022 | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||
Debt instrument face amount | $ 375,000,000 | ||||||||||||||||||
Stated interest rate (as a percent) | 5.875% | 5.875% | 5.875% | 5.875% | |||||||||||||||
Deferred financing costs | $ 7,748,000 | ||||||||||||||||||
Maximum dividends | $ 1,901,456,000 | ||||||||||||||||||
5.875% Senior Subordinated Notes due 2022 | Initial Redemption Period | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||
Redemption price of debt instrument (as a percent) | 104.406% | ||||||||||||||||||
Redemption period start date | Feb. 15, 2017 | ||||||||||||||||||
5.875% Senior Subordinated Notes due 2022 | Terminal Redemption Period | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||
Redemption price of debt instrument (as a percent) | 100.00% | ||||||||||||||||||
Redemption period start date | Feb. 15, 2020 | ||||||||||||||||||
8.75% Senior Fixed Rate Notes due 2019 | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||
Debt instrument face amount | $ 600,000,000 | ||||||||||||||||||
Stated interest rate (as a percent) | 8.75% | ||||||||||||||||||
Purchase price | $ 1,038.75 | $ 1,038.75 | $ 1,038.75 | ||||||||||||||||
Consent fee payable as a percentage of principal amount | 30.00% | 30.00% | |||||||||||||||||
Aggregate principal amount of the notes validly tendered under exchange offer | $ 463,950,000 | $ 463,950,000 | $ 14,000 | $ 14,000 | |||||||||||||||
Percentage of principal amount of the outstanding Original Notes validly tendered under exchange offer | 77.33% | ||||||||||||||||||
Aggregate principal amount of debt redeemed | $ 136,036,000 | ||||||||||||||||||
Redemption price of debt instrument (as a percent) | 104.375% | ||||||||||||||||||
Gain (loss) on extinguishment of debt | 8,544,000 | ||||||||||||||||||
Other expenses | $ 158,000 | ||||||||||||||||||
9.75% Senior Subordinated Notes due 2020 | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||
Debt instrument face amount | $ 600,000,000 | ||||||||||||||||||
Stated interest rate (as a percent) | 9.75% | ||||||||||||||||||
Purchase price | $ 1,093 | ||||||||||||||||||
Aggregate principal amount of the notes validly tendered under exchange offer | $ 581,324,000 | ||||||||||||||||||
Percentage of principal amount of the outstanding Original Notes validly tendered under exchange offer | 96.90% | ||||||||||||||||||
Aggregate principal amount of debt redeemed | $ 18,676,000 | ||||||||||||||||||
Redemption price of debt instrument (as a percent) | 104.875% | ||||||||||||||||||
Gain (loss) on extinguishment of debt | $ (9,318,000) | ||||||||||||||||||
6.375% Senior Subordinated Notes due 2024 | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||
Debt instrument face amount | £ | £ 250,000 | £ 250,000 | |||||||||||||||||
Stated interest rate (as a percent) | 6.375% | 6.375% | 6.375% | ||||||||||||||||
Deferred financing costs | $ 14,057,000 | ||||||||||||||||||
Number of days to file | 270 days | ||||||||||||||||||
Number of days for effectiveness | 365 days | ||||||||||||||||||
6.375% Senior Subordinated Notes due 2024 | Initial Redemption Period | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||
Redemption price of debt instrument (as a percent) | 104.781% | ||||||||||||||||||
Redemption period start date | Nov. 15, 2019 | ||||||||||||||||||
6.375% Senior Subordinated Notes due 2024 | Terminal Redemption Period | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||
Redemption price of debt instrument (as a percent) | 100.00% | ||||||||||||||||||
Redemption period start date | Nov. 15, 2022 | ||||||||||||||||||
5.875% Senior Subordinated Notes due 2026 | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||
Debt instrument face amount | $ 595,000,000 | ||||||||||||||||||
Stated interest rate (as a percent) | 5.875% | 5.875% | 5.875% | ||||||||||||||||
Deferred financing costs | $ 26,990,000 | ||||||||||||||||||
Number of days to file | 270 days | ||||||||||||||||||
Number of days for effectiveness | 365 days | ||||||||||||||||||
5.875% Senior Subordinated Notes due 2026 | Initial Redemption Period | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||
Redemption price of debt instrument (as a percent) | 102.938% | ||||||||||||||||||
Redemption period start date | Nov. 15, 2021 | ||||||||||||||||||
5.875% Senior Subordinated Notes due 2026 | Terminal Redemption Period | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||
Redemption price of debt instrument (as a percent) | 100.00% | ||||||||||||||||||
Redemption period start date | Nov. 15, 2024 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | Dec. 19, 2016USD ($)$ / shares | Sep. 19, 2016USD ($)$ / shares | Jun. 20, 2016USD ($)$ / shares | Mar. 21, 2016USD ($)$ / shares | Dec. 21, 2015USD ($)$ / shares | Sep. 21, 2015USD ($)$ / shares | Aug. 07, 2015USD ($)shares | Jun. 22, 2015USD ($)$ / shares | Mar. 23, 2015USD ($)$ / shares | Mar. 06, 2015shares | Jun. 05, 2014shares | May 12, 2014shares | Jan. 02, 2014shares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)item$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Sep. 15, 2014$ / shares | Dec. 23, 2013$ / shares |
Dividends | |||||||||||||||||||||
Amount per Share of Common Stock | $ / shares | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | |||||||||||||
Dividends declared | $ 20,666,000 | $ 19,760,000 | $ 19,762,000 | $ 19,762,000 | $ 19,654,000 | $ 19,622,000 | $ 19,635,000 | $ 19,637,000 | |||||||||||||
Dividends and dividend equivalents | $ 79,627,000 | $ 78,608,000 | $ 58,504,000 | ||||||||||||||||||
Deferred tax asset for dividend equivalents paid | 268,000 | 27,000 | |||||||||||||||||||
Shares surrendered to pay for payroll taxes, value | 472,000 | 107,000 | |||||||||||||||||||
Accrued unpaid dividends | 488,000 | 165,000 | 225,000 | ||||||||||||||||||
Additional paid-in capital | 1,627,384,000 | 1,182,923,000 | |||||||||||||||||||
Receivable due from related party | 42,000 | 109,000 | |||||||||||||||||||
Reclassification from temporary equity | 284,000 | 62,000 | |||||||||||||||||||
Amount received by certain members of management for tendering common stock to Holdings | 92,000 | ||||||||||||||||||||
Historical cost of shares rendered to Holdings by certain members of management | 43,000 | ||||||||||||||||||||
Decrease in temporary equity | 43,000 | ||||||||||||||||||||
Treasury Stock | |||||||||||||||||||||
Fair value of treasury shares purchased | 49,000 | ||||||||||||||||||||
Equity disclosures | |||||||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | 4,855,000 | 10,480,000 | 11,293,000 | ||||||||||||||||||
Increase (decrease) to additional paid-in capital related to stock based compensation | 43,000 | ||||||||||||||||||||
Total estimated unrecognized compensation cost related to nonvested stock-based compensation arrangements | 9,502,000 | ||||||||||||||||||||
Value of shares issued for stock based compensation | 4,856,000 | $ 10,480,000 | 11,293,000 | ||||||||||||||||||
Service condition term | 1 year | ||||||||||||||||||||
Related Party Transactions | |||||||||||||||||||||
Receivable due from related party | 42,000 | $ 109,000 | |||||||||||||||||||
Wanda capital contribution | 10,000,000 | ||||||||||||||||||||
Treasury Stock | |||||||||||||||||||||
Treasury Stock | |||||||||||||||||||||
Fair value of treasury shares purchased | 92,000 | ||||||||||||||||||||
Additional Paid-in Capital | |||||||||||||||||||||
Dividends | |||||||||||||||||||||
Deferred tax asset for dividend equivalents paid | 268,000 | 27,000 | |||||||||||||||||||
Shares surrendered to pay for payroll taxes, value | 472,000 | 107,000 | |||||||||||||||||||
Reclassification from temporary equity | 284,000 | 62,000 | |||||||||||||||||||
Treasury Stock | |||||||||||||||||||||
Fair value of treasury shares purchased | (43,000) | ||||||||||||||||||||
Equity disclosures | |||||||||||||||||||||
Increase (decrease) to additional paid-in capital related to stock based compensation | 10,480,000 | ||||||||||||||||||||
Value of shares issued for stock based compensation | 4,855,000 | 10,480,000 | $ 11,293,000 | ||||||||||||||||||
Related Party Transactions | |||||||||||||||||||||
Wanda capital contribution | $ 10,000,000 | ||||||||||||||||||||
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 | $ 4,751,000 | ||||||||||||||||||||
Expected performance target to be achieved (as a percent) | 100.00% | 100.00% | |||||||||||||||||||
RSU and PSU Units | |||||||||||||||||||||
Dividends | |||||||||||||||||||||
Number of shares surrendered for taxes | shares | 3,131 | ||||||||||||||||||||
Equity disclosures | |||||||||||||||||||||
Increase (decrease) to additional paid-in capital related to stock based compensation | $ (107,000) | ||||||||||||||||||||
Restricted stock unit granted (in shares) | shares | 618,092 | 331,573 | 494,980 | ||||||||||||||||||
Shares of RSU and PSU | |||||||||||||||||||||
Balance at the beginning of the period (in shares) | shares | 556,510 | 19,226 | 556,510 | ||||||||||||||||||
Granted (in shares) | shares | 618,092 | 331,573 | 494,980 | ||||||||||||||||||
Vested (in shares) | shares | (19,226) | (280,844) | (493,971) | ||||||||||||||||||
Forfeited (in shares) | shares | (7,767) | (31,503) | (1,009) | ||||||||||||||||||
Canceled | shares | (53,815) | ||||||||||||||||||||
Nonvested at the end of the period (in shares) | shares | 556,510 | 19,226 | |||||||||||||||||||
Weighted Average Grant Date Fair Value | |||||||||||||||||||||
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 24.88 | $ 29.59 | $ 24.88 | ||||||||||||||||||
Granted (in dollars per share) | $ / shares | 24.88 | $ 33.71 | $ 22.40 | ||||||||||||||||||
Vested (in dollars per share) | $ / shares | 29.59 | 33.96 | 22.41 | ||||||||||||||||||
Forfeited (in dollars per share) | $ / shares | 24.88 | 33.96 | $ 20.18 | ||||||||||||||||||
Canceled | $ / shares | (24.88) | ||||||||||||||||||||
Unvested at the end of the period (in dollars per share) | $ / shares | 24.88 | $ 29.59 | |||||||||||||||||||
RSU and PSU Units | Minimum | |||||||||||||||||||||
Equity disclosures | |||||||||||||||||||||
Price per share (in dollars per share) | $ / shares | 20.18 | ||||||||||||||||||||
RSU and PSU Units | Maximum | |||||||||||||||||||||
Equity disclosures | |||||||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 33.96 | ||||||||||||||||||||
Performance Stock Unit | |||||||||||||||||||||
Equity disclosures | |||||||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 4,679,000 | $ 6,063,000 | |||||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 24.60 | ||||||||||||||||||||
Shares granted | shares | 168,949 | 1,655 | 1,819 | 244,016 | |||||||||||||||||
Increase in authorized capital expenditures to accelerate deployment of certain customer experience enhancing strategic initiatives | $ 38,800,000 | ||||||||||||||||||||
Percentage of performance target | 122.80% | 100.00% | 100.00% | ||||||||||||||||||
Service condition term | 1 year | ||||||||||||||||||||
Members of Management and Executive Officers | Performance Stock Unit Transition Award | |||||||||||||||||||||
Equity disclosures | |||||||||||||||||||||
Number of shares remaining available for grant | shares | 53,815 | ||||||||||||||||||||
Members of Management and Executive Officers | Performance Stock Unit | |||||||||||||||||||||
Equity disclosures | |||||||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 2,036,000 | ||||||||||||||||||||
Expected performance target to be achieved (as a percent) | 100.00% | ||||||||||||||||||||
Value of shares issued for stock based compensation | $ 7,009,000 | ||||||||||||||||||||
Shares granted | shares | 278,255 | ||||||||||||||||||||
Fair value of stock at grant date (in dollars per share) | $ / shares | $ 24.88 | ||||||||||||||||||||
Number of shares to be received for each unit | shares | 1 | ||||||||||||||||||||
Period of cumulative free cash flow and net income required to meet the performance target condition | 3 years | ||||||||||||||||||||
Related Party Transactions | |||||||||||||||||||||
Number of days for settlement | 30 days | ||||||||||||||||||||
Members of Management and Executive Officers | Performance Stock Unit | Forecast | |||||||||||||||||||||
Equity disclosures | |||||||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 2,443,000 | $ 2,443,000 | |||||||||||||||||||
Members of Management and Executive Officers | Performance Stock Unit | Minimum | |||||||||||||||||||||
Equity disclosures | |||||||||||||||||||||
Expected performance target to be achieved (as a percent) | 80.00% | ||||||||||||||||||||
PSUs vesting as a percentage of performance target | 30.00% | ||||||||||||||||||||
Members of Management and Executive Officers | Performance Stock Unit | Maximum | |||||||||||||||||||||
Equity disclosures | |||||||||||||||||||||
Expected performance target to be achieved (as a percent) | 120.00% | ||||||||||||||||||||
PSUs vesting as a percentage of performance target | 150.00% | ||||||||||||||||||||
Executive Officers | Restricted Stock Unit | |||||||||||||||||||||
Equity disclosures | |||||||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 1,128,000 | ||||||||||||||||||||
Value of shares issued for stock based compensation | $ 3,383,000 | ||||||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 24.88 | ||||||||||||||||||||
Restricted stock unit granted (in shares) | shares | 135,981 | ||||||||||||||||||||
Shares of RSU and PSU | |||||||||||||||||||||
Granted (in shares) | shares | 135,981 | ||||||||||||||||||||
Related Party Transactions | |||||||||||||||||||||
Percentage of options that will vest on each of the anniversaries from the date of grant | 33.00% | ||||||||||||||||||||
Number of days for settlement | 30 days | ||||||||||||||||||||
Vesting period (in years) | 3 years | ||||||||||||||||||||
Chief Executive Officer and President | Restricted Stock Unit | |||||||||||||||||||||
Equity disclosures | |||||||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 20,000 | $ 549,000 | |||||||||||||||||||
Shares granted | shares | 19,226 | ||||||||||||||||||||
Estimated grant date fair value | $ 569,000 | ||||||||||||||||||||
Former Employee | |||||||||||||||||||||
Dividends | |||||||||||||||||||||
Temporary equity (in shares) | shares | 27,197 | 5,939 | |||||||||||||||||||
Reclassification from temporary equity | $ 284,000 | $ 62,000 | |||||||||||||||||||
2013 Equity Incentive Plan | Stock Options | |||||||||||||||||||||
Equity disclosures | |||||||||||||||||||||
Number of shares authorized | shares | 9,474,000 | ||||||||||||||||||||
Number of shares remaining available for grant | shares | 7,739,524 | ||||||||||||||||||||
2013 Equity Incentive Plan | Board of Director | Stock Options | |||||||||||||||||||||
Equity disclosures | |||||||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 491,000 | $ 382,000 | $ 226,000 | ||||||||||||||||||
2013 Equity Incentive Plan | Members of Management and Executive Officers | Restricted Stock Unit | |||||||||||||||||||||
Equity disclosures | |||||||||||||||||||||
Number of shares to be received for each unit | shares | 1 | ||||||||||||||||||||
2013 Equity Incentive Plan | Members of Management and Executive Officers | Performance Stock Unit | |||||||||||||||||||||
Equity disclosures | |||||||||||||||||||||
Number of days from the termination of service for settlement of fully vested RSU | 60 days | ||||||||||||||||||||
2013 Equity Incentive Plan | Members of Management and Executive Officers | Performance Stock Unit | Minimum | |||||||||||||||||||||
Equity disclosures | |||||||||||||||||||||
PSUs vesting as a percentage of performance target | 80.00% | ||||||||||||||||||||
Percentage of performance target | 30.00% | ||||||||||||||||||||
2013 Equity Incentive Plan | Members of Management and Executive Officers | Performance Stock Unit | Maximum | |||||||||||||||||||||
Equity disclosures | |||||||||||||||||||||
PSUs vesting as a percentage of performance target | 120.00% | ||||||||||||||||||||
Percentage of performance target | 150.00% | ||||||||||||||||||||
2013 Equity Incentive Plan | Members of Management | Restricted Stock Unit | |||||||||||||||||||||
Equity disclosures | |||||||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 1,180,000 | $ 2,875,000 | $ 2,408,000 | ||||||||||||||||||
Restricted stock unit granted (in shares) | shares | 145,739 | 84,649 | 118,849 | ||||||||||||||||||
Number of days from the termination of service for settlement of fully vested RSU | 60 days | ||||||||||||||||||||
Shares of RSU and PSU | |||||||||||||||||||||
Granted (in shares) | shares | 145,739 | 84,649 | 118,849 | ||||||||||||||||||
Related Party Transactions | |||||||||||||||||||||
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 | Members of Management | Restricted Stock Unit | Forecast | |||||||||||||||||||||
Equity disclosures | |||||||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 1,180,000 | $ 1,180,000 | |||||||||||||||||||
2013 Equity Incentive Plan | Executive Officers | Restricted Stock Unit | |||||||||||||||||||||
Equity disclosures | |||||||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 1,995,000 | $ 2,596,000 | |||||||||||||||||||
Shares granted | shares | 58,749 | ||||||||||||||||||||
Restricted stock unit granted (in shares) | shares | 128,641 | ||||||||||||||||||||
Shares of RSU and PSU | |||||||||||||||||||||
Granted (in shares) | shares | 128,641 | ||||||||||||||||||||
2013 Equity Incentive Plan | Executive Officers | Restricted Stock Unit | Performance Stock Unit | |||||||||||||||||||||
Equity disclosures | |||||||||||||||||||||
Number of days from the termination of service for settlement of fully vested RSU | 60 days | ||||||||||||||||||||
Class A Common Stock | |||||||||||||||||||||
Common Stock Rights and Privileges | |||||||||||||||||||||
Number of votes per share | item | 1 | ||||||||||||||||||||
Dividends | |||||||||||||||||||||
Dividends and dividend equivalents | $ 18,198,000 | $ 17,260,000 | $ 12,937,000 | ||||||||||||||||||
Treasury Stock | |||||||||||||||||||||
Number of treasury shares purchased | shares | 4,085 | ||||||||||||||||||||
Fair value of treasury shares purchased | $ 92,000 | ||||||||||||||||||||
Class A Common Stock | IPO | |||||||||||||||||||||
Equity disclosures | |||||||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 18 | ||||||||||||||||||||
Class A Common Stock | 2013 Equity Incentive Plan | Board of Director | Stock Options | |||||||||||||||||||||
Equity disclosures | |||||||||||||||||||||
Shares granted | shares | 11,035 | ||||||||||||||||||||
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 | $ 60,662,000 | 60,662,000 | $ 45,496,000 | ||||||||||||||||||
Dividend Equivalents | |||||||||||||||||||||
Dividends | |||||||||||||||||||||
Dividends and dividend equivalents | 767,000 | 686,000 | 71,000 | ||||||||||||||||||
Wanda | |||||||||||||||||||||
Dividends | |||||||||||||||||||||
Receivable due from related party | 10,594,000 | ||||||||||||||||||||
Related Party Transactions | |||||||||||||||||||||
Receivable due from related party | 10,594,000 | ||||||||||||||||||||
Wanda capital contribution | 10,000,000 | ||||||||||||||||||||
Reimbursement of expenses | $ 461,000 | $ 738,000 | $ 1,423,000 |
INCOME TAXES - Income tax provi
INCOME TAXES - Income tax provision (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | ||||
Federal | $ 409,000 | $ 10,278,000 | ||
Foreign | 1,480,000 | |||
State | 1,992,000 | (2,263,000) | $ 1,250,000 | |
Total current | 3,881,000 | 8,015,000 | 1,250,000 | |
Deferred: | ||||
Federal | 37,794,000 | 46,935,000 | 43,869,000 | |
Foreign | (4,071,000) | |||
State | 368,000 | 4,725,000 | (11,439,000) | |
Deferred income taxes | 34,091,000 | 51,660,000 | 32,430,000 | |
Total provision (benefit) | 37,972,000 | 59,675,000 | 33,680,000 | |
Tax provision from discontinued operations | (210,000) | |||
Income tax provision | $ 19,200,000 | 37,972,000 | 59,675,000 | 33,470,000 |
Alternative minimum taxes recorded | 0 | |||
Alternative minimum tax liability of the consolidated tax group | $ 0 | 0 | ||
Pre-tax income (losses) | ||||
Domestic | 135,391,000 | 163,531,000 | 97,303,000 | |
Foreign | 14,248,000 | 457,000 | ||
Total | $ 149,639,000 | $ 163,531,000 | $ 97,760,000 |
INCOME TAXES - Effective income
INCOME TAXES - Effective income tax rate on earnings (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of effective tax rate on earnings (loss) from continuing operations before income taxes and the U.S. federal income tax statutory rate | |||
Income tax expense at the federal statutory rate | $ 52,374,000 | $ 57,237,000 | $ 34,035,000 |
Effect of: | |||
State income taxes | 6,460,000 | 6,180,000 | 195,000 |
Increase (decrease) in reserve for uncertain tax positions | (19,152,000) | (1,031,000) | 1,050,000 |
Federal and state credits | (2,690,000) | (2,686,000) | (2,985,000) |
Permanent items - transaction costs | 5,655,000 | 101,000 | 1,485,000 |
Permanent items - other | 4,378,000 | ||
Foreign rate differential | (2,222,000) | ||
Change in legislation | (9,856,000) | ||
Other items | 265,000 | 155,000 | (1,100,000) |
Valuation allowance | $ 2,760,000 | $ (281,000) | $ 790,000 |
Effective income tax rate (as a percent) | 25.40% | 36.50% | 34.40% |
Reduction of uncertain tax positions and net discrete tax benefit | $ 2,900,000 | ||
Net discrete benefit for reduction of uncertain tax positions | 2,100,000 | ||
Gross decreases-tax position in prior periods | 800,000 | ||
Increase of uncertain tax positions and net discrete tax provision | $ 19,200,000 | 2,200,000 | |
Net discrete tax provision for interest | 1,000,000 | ||
Net discrete tax provision for interest, net of tax | (610,000) | ||
Deferred tax assets reinstated | 9,200,000 | ||
Interest and taxes payable | $ 10,200,000 |
INCOME TAXES - Deferred taxes (
INCOME TAXES - Deferred taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | |
Assets | ||||||
Accrued liabilities | $ 27,839 | $ 28,390 | ||||
Capital loss carryforwards | 4,008 | |||||
Pension postretirement and deferred compensation | 38,218 | 38,183 | ||||
Corporate borrowings | 159 | |||||
Deferred revenue | 175,886 | 179,133 | ||||
Lease liabilities | 168,091 | 135,215 | ||||
Capital and financing lease obligations | 191,110 | 33,130 | ||||
Alternative minimum tax and other credit carryovers | 27,950 | 17,520 | ||||
Net operating loss carryforward | 343,416 | 184,256 | ||||
Total | 976,677 | 615,827 | ||||
Less: Valuation allowance | $ (509) | $ (790) | $ (790) | $ (248,420) | (112,165) | (509) |
Net deferred income taxes | 864,512 | 615,318 | ||||
Liabilities | ||||||
Tangible assets | (374,171) | (131,793) | ||||
Intangible assets | (159,578) | (121,495) | ||||
Receivables | (4,879) | (5,264) | ||||
Investments | (256,401) | (230,568) | ||||
Total deferred income taxes | $ (795,029) | $ (489,120) | ||||
Rollforward of the Company's valuation allowance for deferred tax assets | ||||||
Balance at Beginning of Period | 509 | 790 | 248,420 | |||
Additions Charged (Credited) to Expenses | 2,760 | (281) | 790 | (265,600) | ||
Charged (Credited) to Goodwill | 108,896 | 11,088 | ||||
Charged (Credited) to Other Accounts | $ 6,092 | |||||
Balance at End of Period | $ 112,165 | $ 509 | $ 790 |
INCOME TAXES - Deferred tax ass
INCOME TAXES - Deferred tax assets (Details) - USD ($) | Dec. 30, 2015 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Feb. 07, 2014 | Jun. 09, 2009 |
INCOME TAXES | ||||||
Net deferred tax assets | $ 69,483,000 | $ 126,198,000 | ||||
Shares of common stock received in exchange for common units | 200,000 | |||||
Capital gain | $ 4,600,000 | |||||
Cumulative undistributed earnings of foreign subsidiaries | $ 14,200,000 | |||||
5.875% Senior Subordinated Notes due 2022 | ||||||
INCOME TAXES | ||||||
Interest rate of debt (as a percent) | 5.875% | 5.875% | 5.875% | 5.875% | ||
8.75% Senior Fixed Rate Notes due 2019 | ||||||
INCOME TAXES | ||||||
Interest rate of debt (as a percent) | 8.75% |
INCOME TAXES - Unrecognized tax
INCOME TAXES - Unrecognized tax benefits (Details) | 12 Months Ended | ||
Dec. 31, 2016USD ($)item | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Reconciliation of the change in the amount of unrecognized tax benefits | |||
Balance at beginning of period | $ 30,100,000 | $ 30,500,000 | $ 27,400,000 |
Gross increases-current period tax positions | 1,700,000 | 1,700,000 | 1,600,000 |
Gross increases-prior periods tax position | 100,000 | 1,100,000 | 1,500,000 |
Favorable resolutions with authorities | (19,200,000) | (2,200,000) | |
Lapse of statute of limitations | (1,000,000) | ||
Balance at end of period | 12,700,000 | 30,100,000 | $ 30,500,000 |
Gross decreases-tax position in prior periods | 800,000 | ||
Interest expense recognized | 5,000 | 1,000,000 | |
Unrecognized tax benefits that would impact the effective tax rate | $ 9,327,000 | 27,276,000 | |
Number of subsidiaries files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions | item | 1 | ||
State | |||
Reconciliation of the change in the amount of unrecognized tax benefits | |||
Interest expense recognized | $ 15,000 | ||
Accrued interest and penalties | $ 81,000 | $ 69,000 |
LEASES - Future minimum rent (D
LEASES - Future minimum rent (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)item | |
Future minimum rental payments required under existing operating leases and digital projector equipment leases payable to DCIP | |
2,017 | $ 666,740 |
2,018 | 658,484 |
2,019 | 621,822 |
2,020 | 584,854 |
2,021 | 534,731 |
Thereafter | 3,141,377 |
Total minimum payments required | $ 6,208,008 |
Number of theatres under construction taken on lease | item | 8 |
Number of screens in theatres under construction taken on lease | item | 77 |
LEASES - Rent expense (Details)
LEASES - Rent expense (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
LEASES | |||
Deferred rent | $ 325,201,000 | $ 206,265,000 | |
Unfavorable lease obligations | 216,581,000 | 140,440,000 | |
Rent expense | |||
Minimum rentals | 440,511,000 | 405,455,000 | $ 395,795,000 |
Common area expenses | 51,029,000 | 47,950,000 | 48,159,000 |
Percentage rentals based on revenues | 13,923,000 | 14,417,000 | 11,285,000 |
Rent | 505,463,000 | 467,822,000 | 455,239,000 |
General and administrative and other | 7,615,000 | 7,224,000 | 7,763,000 |
Total | $ 513,078,000 | $ 475,046,000 | $ 463,002,000 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) | Dec. 31, 2013 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 |
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 | ||||||
Targeted payment to associates | $ 4,300,000 | ||||||
Negative prior service cost recorded due to revision of plan | $ 15,197,000 | ||||||
Amortization period over which prior service cost will be amortized | 9 years | ||||||
Components of net periodic benefit (credit): | |||||||
Net periodic benefit (credit) | $ 730,000 | (18,208,000) | $ (3,418,000) | ||||
Changes in other comprehensive loss | |||||||
Net periodic benefit cost (credit) | 730,000 | (18,208,000) | (3,418,000) | ||||
Amounts recognized in the Balance Sheet: | |||||||
Accrued expenses and other liabilities | $ (152,000) | $ (152,000) | |||||
Other long-term liabilities | (44,456,000) | (42,196,000) | |||||
Pension Benefits | |||||||
Components of net periodic benefit (credit): | |||||||
Interest cost | 4,324,000 | 4,277,000 | 4,609,000 | ||||
Expected return on plan assets | (3,555,000) | (4,666,000) | (5,230,000) | ||||
Amortization of net (gain) loss | 27,000 | 45,000 | (1,034,000) | ||||
Settlement (gain) loss | 5,000 | (254,000) | |||||
Net periodic benefit (credit) | 791,000 | (90,000) | (1,655,000) | ||||
Changes in other comprehensive loss | |||||||
Net (gain) loss | 598,000 | (345,000) | 21,641,000 | ||||
Amortization of net gain | (27,000) | (45,000) | 1,034,000 | ||||
Settlement | 5,000 | (254,000) | |||||
Allocated tax expense (benefit) | 251,000 | (8,843,000) | |||||
Total recognized in other comprehensive (income) loss | 576,000 | (393,000) | 13,832,000 | ||||
Net periodic benefit cost (credit) | 791,000 | (90,000) | (1,655,000) | ||||
Total recognized in net periodic benefit cost (credit) and other comprehensive (income) loss | 1,367,000 | (483,000) | 12,177,000 | ||||
Change in benefit obligation: | |||||||
Benefit obligation at beginning of period | $ 108,850,000 | 106,969,000 | 113,955,000 | ||||
Interest cost | 4,324,000 | 4,277,000 | 4,609,000 | ||||
Actuarial (gain) loss | 2,049,000 | (6,152,000) | |||||
Benefits paid | (4,266,000) | (4,665,000) | |||||
Administrative expense | (157,000) | (106,000) | |||||
Settlement paid | (52,000) | (296,000) | |||||
Settlement gain | (17,000) | (44,000) | |||||
Benefit obligation at end of period | 108,850,000 | 106,969,000 | 113,955,000 | ||||
Change in plan assets: | |||||||
Fair value of plan assets at beginning of period | 65,354,000 | 64,621,000 | 70,424,000 | ||||
Actual return on plan assets (loss) gain | 4,990,000 | (1,184,000) | |||||
Employer contribution | 218,000 | 448,000 | |||||
Benefits paid | (4,266,000) | (4,665,000) | |||||
Administrative expense | (157,000) | (106,000) | |||||
Settlement paid | (52,000) | (296,000) | |||||
Fair value of plan assets at end of period | 65,354,000 | 64,621,000 | 70,424,000 | ||||
Funded status | (43,496,000) | (42,348,000) | |||||
Amounts recognized in the Balance Sheet: | |||||||
Accrued expenses and other liabilities | (152,000) | (152,000) | |||||
Other long-term liabilities | (43,344,000) | (42,196,000) | |||||
Net asset (liability) recognized | (43,496,000) | (42,348,000) | |||||
Aggregate accumulated benefit obligation | (108,850,000) | $ (106,969,000) | $ (113,955,000) | $ (113,955,000) | (108,850,000) | (106,969,000) | |
Pension plans with accumulated benefit obligations and projected benefit obligations in excess of plan assets | |||||||
Aggregated accumulated benefit obligation | (108,850,000) | (106,969,000) | |||||
Aggregated projected benefit obligation | (108,850,000) | (106,969,000) | |||||
Aggregated fair value of plan assets | 65,354,000 | 64,621,000 | |||||
Amounts recognized in accumulated other comprehensive income | |||||||
Net actuarial (gain) loss | $ 598,000 | $ (345,000) | |||||
Weighted-average assumptions used to determine benefit obligations | |||||||
Discount rate (as a percent) | 3.92% | 4.10% | |||||
Weighted-average assumptions used to determine net periodic benefit cost | |||||||
Discount rate (as a percent) | 3.92% | 3.80% | 4.73% | ||||
Weighted average expected long-term return on plan assets (as a percent) | 7.06% | 7.81% | 7.81% | ||||
Pension Benefits | Forecast | |||||||
Employee benefit plan disclosures | |||||||
Company's expected pension contributions | 2,995 | ||||||
Amounts in accumulated other comprehensive income expected to be recognized in components of net periodic pension cost | |||||||
Net actuarial (gain) loss | 36,000 | ||||||
Other Benefits | |||||||
Components of net periodic benefit (credit): | |||||||
Service cost | $ 2,000 | $ 36,000 | |||||
Interest cost | $ 218,000 | 7,000 | 214,000 | ||||
Expected return on plan assets | (283,000) | ||||||
Amortization of net (gain) loss | 4,000 | (2,797,000) | (348,000) | ||||
Amortization of prior service credit | (2,888,000) | (1,665,000) | |||||
Curtailment gain | (11,867,000) | ||||||
Settlement (gain) loss | (575,000) | ||||||
Net periodic benefit (credit) | (61,000) | (18,118,000) | (1,763,000) | ||||
Changes in other comprehensive loss | |||||||
Net (gain) loss | (71,000) | 73,000 | 561,000 | ||||
Prior service credit | (1,223,000) | ||||||
Amortization of net gain | 2,797,000 | 348,000 | |||||
Amortization of prior service credit | 2,888,000 | 1,665,000 | |||||
Curtailment | 11,867,000 | ||||||
Settlement | 575,000 | ||||||
Allocated tax expense (benefit) | (6,620,000) | (1,003,000) | |||||
Total recognized in other comprehensive (income) loss | (71,000) | 10,357,000 | 1,571,000 | ||||
Net periodic benefit cost (credit) | (61,000) | (18,118,000) | (1,763,000) | ||||
Total recognized in net periodic benefit cost (credit) and other comprehensive (income) loss | (132,000) | (7,761,000) | (192,000) | ||||
Change in benefit obligation: | |||||||
Benefit obligation at beginning of period | 93,314,000 | 5,686,000 | |||||
Acquisition | 90,936,000 | ||||||
Service cost | 2,000 | 36,000 | |||||
Interest cost | 218,000 | 7,000 | 214,000 | ||||
Plan participant's contributions | 101,000 | ||||||
Actuarial (gain) loss | 3,453,000 | 73,000 | |||||
Plan amendment | (1,223,000) | ||||||
Benefits paid | (220,000) | (357,000) | |||||
Settlement paid | (4,289,000) | ||||||
Currency translation adjustment | (1,073,000) | ||||||
Benefit obligation at end of period | 93,314,000 | 5,686,000 | |||||
Change in plan assets: | |||||||
Fair value of plan assets at beginning of period | 111,071,000 | ||||||
Acquisition | 108,938,000 | ||||||
Actual return on plan assets (loss) gain | 3,806,000 | ||||||
Employer contribution | 4,545,000 | ||||||
Plan participant's contributions | 101,000 | ||||||
Benefits paid | (220,000) | (357,000) | |||||
Currency translation adjustment | (1,453,000) | (4,289,000) | |||||
Fair value of plan assets at end of period | 111,071,000 | ||||||
Funded status | $ 17,757,000 | ||||||
Amounts recognized in the Balance Sheet: | |||||||
Other long-term assets | 18,869,000 | ||||||
Other long-term liabilities | (1,112,000) | ||||||
Net asset (liability) recognized | 17,757,000 | ||||||
Aggregate accumulated benefit obligation | (93,314,000) | $ (93,314,000) | (5,686,000) | $ (5,686,000) | (93,314,000) | ||
Pension plans with accumulated benefit obligations and projected benefit obligations in excess of plan assets | |||||||
Aggregated accumulated benefit obligation | (93,314,000) | ||||||
Aggregated projected benefit obligation | (93,314,000) | ||||||
Aggregated fair value of plan assets | 111,071,000 | ||||||
Amounts recognized in accumulated other comprehensive income | |||||||
Net actuarial (gain) loss | $ (71,000) | $ 73,000 | |||||
Amounts in accumulated other comprehensive income expected to be recognized in components of net periodic pension cost | |||||||
Net prior service credit | $ (1,223,000) | ||||||
Weighted-average assumptions used to determine benefit obligations | |||||||
Discount rate (as a percent) | 2.70% | ||||||
Weighted-average assumptions used to determine net periodic benefit cost | |||||||
Discount rate (as a percent) | 2.90% | 3.37% | 4.00% | ||||
Weighted average expected long-term return on plan assets (as a percent) | 3.09% | ||||||
Rate of compensation increase (as a percent) | 3.20% | ||||||
Other Benefits | Forecast | |||||||
Employee benefit plan disclosures | |||||||
Company's expected pension contributions | 1,239 | ||||||
Amounts recognized in accumulated other comprehensive income | |||||||
Net actuarial (gain) loss | $ 75,000 |
EMPLOYEE BENEFIT PLANS - Cash f
EMPLOYEE BENEFIT PLANS - Cash flows (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Pension Benefits | |
Benefits expected to be paid | |
2,017 | $ 3,828 |
2,018 | 3,510 |
2,019 | 4,103 |
2,020 | 3,874 |
2,021 | 4,739 |
Years 2022-2026 | 33,886 |
Other Benefits | |
Benefits expected to be paid | |
2,017 | 2,273 |
2,018 | 2,318 |
2,019 | 2,365 |
2,020 | 2,413 |
2,021 | 2,462 |
Years 2022-2026 | $ 13,088 |
EMPLOYEE BENEFIT PLANS - Pensio
EMPLOYEE BENEFIT PLANS - Pension plan assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Pension Benefits | |||
Employee benefit plan disclosures | |||
Target Allocation (as a percent) | 100.00% | ||
Fair value of the pension plan assets | $ 65,354 | $ 64,621 | $ 70,424 |
Pension Benefits | Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 65,354 | 64,621 | |
Pension Benefits | Quoted Prices in Active Market (Level 1) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 40,256 | 39,862 | |
Pension Benefits | Significant Other Observable Inputs (Level 2) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | $ 25,098 | 24,759 | |
Pension Benefits | Mutual Fund Fixed Income | |||
Employee benefit plan disclosures | |||
Target Allocation (as a percent) | 15.00% | ||
Pension Benefits | Cash and Cash Equivalents | Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | $ 258 | 289 | |
Pension Benefits | Cash and Cash Equivalents | Quoted Prices in Active Market (Level 1) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | $ 258 | 289 | |
Pension Benefits | U.S. Treasury Securities | Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 1,452 | ||
Pension Benefits | U.S. Treasury Securities | Quoted Prices in Active Market (Level 1) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 1,452 | ||
Pension Benefits | Equity Securities - U.S. | |||
Employee benefit plan disclosures | |||
Target Allocation (as a percent) | 30.00% | ||
Pension Benefits | Equity Securities - U.S. | Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | $ 19,929 | 16,884 | |
Pension Benefits | Equity Securities - U.S. | Quoted Prices in Active Market (Level 1) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | $ 19,929 | 16,884 | |
Pension Benefits | Equity Securities - International | |||
Employee benefit plan disclosures | |||
Target Allocation (as a percent) | 15.00% | ||
Pension Benefits | Equity Securities - International | Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | $ 9,953 | 9,888 | |
Pension Benefits | Equity Securities - International | Quoted Prices in Active Market (Level 1) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 9,953 | 9,888 | |
Pension Benefits | Bond market fund | Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 10,116 | 8,526 | |
Pension Benefits | Bond market fund | Quoted Prices in Active Market (Level 1) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | $ 10,116 | 8,526 | |
Pension Benefits | Collective trust fund | |||
Employee benefit plan disclosures | |||
Target Allocation (as a percent) | 25.00% | ||
Pension Benefits | Collective trust fund | Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | $ 15,866 | 15,771 | |
Pension Benefits | Collective trust fund | Significant Other Observable Inputs (Level 2) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | $ 15,866 | 15,771 | |
Pension Benefits | Commodities broad basket fund | Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 2,823 | ||
Pension Benefits | Commodities broad basket fund | Quoted Prices in Active Market (Level 1) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 2,823 | ||
Pension Benefits | Private Real Estate | |||
Employee benefit plan disclosures | |||
Target Allocation (as a percent) | 15.00% | ||
Pension Benefits | Private Real Estate | Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | $ 9,232 | 8,988 | |
Pension Benefits | Private Real Estate | Significant Other Observable Inputs (Level 2) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 9,232 | $ 8,988 | |
Other Benefits | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 111,071 | ||
Other Benefits | Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 111,071 | ||
Other Benefits | Quoted Prices in Active Market (Level 1) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 105,387 | ||
Other Benefits | Significant Other Observable Inputs (Level 2) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 5,684 | ||
Other Benefits | Cash and Cash Equivalents | Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 20 | ||
Other Benefits | Cash and Cash Equivalents | Quoted Prices in Active Market (Level 1) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 20 | ||
Other Benefits | Equity Securities - U.S. | Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 638 | ||
Other Benefits | Equity Securities - U.S. | Quoted Prices in Active Market (Level 1) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 638 | ||
Other Benefits | Equity Securities - International | Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 26,793 | ||
Other Benefits | Equity Securities - International | Quoted Prices in Active Market (Level 1) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 26,793 | ||
Other Benefits | Bond market fund | Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 77,936 | ||
Other Benefits | Bond market fund | Quoted Prices in Active Market (Level 1) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 77,936 | ||
Other Benefits | Private Real Estate | Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 5,596 | ||
Other Benefits | Private Real Estate | Significant Other Observable Inputs (Level 2) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | $ 5,596 |
EMPLOYEE BENEFIT PLANS - Define
EMPLOYEE BENEFIT PLANS - Defined contribution plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
EMPLOYEE BENEFIT PLANS | |||
Qualification age of employees for participation in the 401(k) savings plan | 21 years | ||
Employer match of employee contributions of first 3% of eligible compensation (as a percent) | 100.00% | ||
Percentage of eligible compensation, matched 100% by employer | 3.00% | ||
Employer's match of employee's contributions of the next 5% of eligible compensation (as a percent) | 50.00% | ||
Percentage of eligible compensation, matched 50% by employer | 5.00% | ||
Expenses under the 401(k) saving plan | $ 3,463,000 | $ 3,353,000 | $ 2,696,000 |
EMPLOYEE BENEFIT PLANS - Union
EMPLOYEE BENEFIT PLANS - Union sponsored plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
EMPLOYEE BENEFIT PLANS | |||
Aggregate contributions | $ 0 | $ 72,000 | $ 207,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 26, 2013USD ($)item | Jan. 20, 2017USD ($) |
AC JV, LLC | Founding Members | 5% Promissory Note payable to NCM due 2019 | ||
Commitments and contingencies line items | ||
Debt Instrument Periodic Payment Interest and Principal Equal Installments Number | item | 6 | |
Noncash or Part Noncash Acquisition, Value of Assets Acquired from Each Founder Member | $ 8,333,000 | |
Nordic | Subsequent Events | ||
Commitments and contingencies line items | ||
Bridge Loan | $ 325,000,000 |
THEATRE AND OTHER CLOSURE AND82
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS (Details) | 1 Months Ended | 12 Months Ended | ||
May 31, 2014item | Dec. 31, 2016USD ($)item | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS | ||||
Aggregate annual base rents under the long-term lease commitments | $ 9,601,000 | |||
Base rents under the long-term lease commitments over remaining terms | 38,600,000 | |||
A roll forward of reserves for theatre and other closure and disposition of assets | ||||
Beginning balance | 42,973,000 | $ 52,835,000 | $ 55,163,000 | |
Theatre and other closure expense | 5,204,000 | 5,028,000 | 9,346,000 | |
Transfer of assets and liabilities | 2,439,000 | |||
Foreign currency translation adjustment | (1,362,000) | (2,437,000) | (1,822,000) | |
Cash payments | (12,252,000) | (12,453,000) | (12,291,000) | |
Ending balance | $ 34,563,000 | $ 42,973,000 | $ 52,835,000 | |
Number of screens closed | item | 13 | |||
Number of theatres closed | item | 1 | |||
Minimum | ||||
A roll forward of reserves for theatre and other closure and disposition of assets | ||||
Future lease obligations discount rate (as a percent) | 6.00% | |||
Maximum | ||||
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS | ||||
Remaining terms of obligation under the long-term lease commitments for theatres closed | 11 years | |||
A roll forward of reserves for theatre and other closure and disposition of assets | ||||
Future lease obligations discount rate (as a percent) | 9.00% | |||
Eight Theatres and Vacant Restaurant Space | ||||
A roll forward of reserves for theatre and other closure and disposition of assets | ||||
Number of theatres | item | 9 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair value on a recurring basis (Details) - Recurring Basis - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Carrying Value | ||
Other long-term assets: | ||
Money market mutual funds | $ 605 | $ 132 |
Total assets at fair value | 7,821 | 19,641 |
Carrying Value | Mutual Fund Large U.S. Equity | ||
Other long-term assets: | ||
Equity securities, available-for-sale: | 1,995 | 2,057 |
Carrying Value | Mutual Fund Small/Mid U.S. Equity | ||
Other long-term assets: | ||
Equity securities, available-for-sale: | 2,683 | 2,222 |
Carrying Value | Mutual Fund International | ||
Other long-term assets: | ||
Equity securities, available-for-sale: | 675 | 833 |
Carrying Value | Mutual Fund Balanced | ||
Other long-term assets: | ||
Equity securities, available-for-sale: | 520 | 747 |
Carrying Value | Mutual Fund Fixed Income | ||
Other long-term assets: | ||
Equity securities, available-for-sale: | 1,343 | 750 |
Carrying Value | Real D Inc. | Common Stock | ||
Other long-term assets: | ||
Equity securities, available-for-sale: | 12,900 | |
Quoted Prices in Active Market (Level 1) | ||
Other long-term assets: | ||
Money market mutual funds | 605 | 132 |
Total assets at fair value | 7,821 | 19,641 |
Quoted Prices in Active Market (Level 1) | Mutual Fund Large U.S. Equity | ||
Other long-term assets: | ||
Equity securities, available-for-sale: | 1,995 | 2,057 |
Quoted Prices in Active Market (Level 1) | Mutual Fund Small/Mid U.S. Equity | ||
Other long-term assets: | ||
Equity securities, available-for-sale: | 2,683 | 2,222 |
Quoted Prices in Active Market (Level 1) | Mutual Fund International | ||
Other long-term assets: | ||
Equity securities, available-for-sale: | 675 | 833 |
Quoted Prices in Active Market (Level 1) | Mutual Fund Balanced | ||
Other long-term assets: | ||
Equity securities, available-for-sale: | 520 | 747 |
Quoted Prices in Active Market (Level 1) | Mutual Fund Fixed Income | ||
Other long-term assets: | ||
Equity securities, available-for-sale: | $ 1,343 | 750 |
Quoted Prices in Active Market (Level 1) | Real D Inc. | Common Stock | ||
Other long-term assets: | ||
Equity securities, available-for-sale: | $ 12,900 |
FAIR VALUE MEASUREMENTS - Fai84
FAIR VALUE MEASUREMENTS - Fair value on a nonrecurring basis (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Other Fair Value Measurement Disclosures | ||
Current maturities of corporate borrowings, carrying value | $ 15,195,000 | $ 10,195,000 |
Corporate borrowings, noncurrent, carrying value | 3,745,755,000 | 1,902,598,000 |
Total losses | 2,480,000 | |
Nonrecurring Basis | ||
Other Fair Value Measurement Disclosures | ||
Property owned, net | 5,544,000 | 863,000 |
Favorable lease | 839,000 | |
Total losses | 1,541,000 | |
Total Carrying Value | Nonrecurring Basis | ||
Other Fair Value Measurement Disclosures | ||
Property owned, net | 1,541,000 | 2,480,000 |
Significant Other Observable Inputs (Level 2) | ||
Other Fair Value Measurement Disclosures | ||
Current maturities of corporate borrowings, fair value | 14,181,000 | 8,811,000 |
Corporate borrowings, noncurrent, fair value | 3,892,590,000 | 1,898,432,000 |
Significant Unobservable Inputs (Level 3) | ||
Other Fair Value Measurement Disclosures | ||
Current maturities of corporate borrowings, fair value | 1,389,000 | 1,389,000 |
Corporate borrowings, noncurrent, fair value | 2,777,000 | 4,166,000 |
Significant Unobservable Inputs (Level 3) | Nonrecurring Basis | ||
Other Fair Value Measurement Disclosures | ||
Property owned, net | 1,541,000 | 2,480,000 |
AMCEH | ||
Other Fair Value Measurement Disclosures | ||
Corporate borrowings, noncurrent, carrying value | $ 3,742,978,000 | $ 1,898,432,000 |
OPERATING SEGMENT (Details)
OPERATING SEGMENT (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($)segment | |
OPERATING SEGMENT | |||||||||||||||
Number of reportable segments | segment | 2 | 2 | 2 | ||||||||||||
Revenues | $ 926,096 | $ 779,771 | $ 763,962 | $ 766,017 | $ 783,857 | $ 688,840 | $ 821,079 | $ 653,124 | $ 712,155 | $ 633,904 | $ 726,573 | $ 622,758 | $ 3,235,846 | $ 2,946,900 | $ 2,695,390 |
Long-term assets, net | 7,958,198 | 4,673,950 | 7,958,198 | 4,673,950 | |||||||||||
Adjusted EBITDA | 602,030 | 536,454 | 463,925 | ||||||||||||
Capital expenditures | 421,713 | 333,423 | 270,734 | ||||||||||||
US markets | |||||||||||||||
OPERATING SEGMENT | |||||||||||||||
Revenues | 3,116,983 | 2,940,012 | 2,688,230 | ||||||||||||
Long-term assets, net | 6,156,885 | 4,673,756 | 6,156,885 | 4,673,756 | |||||||||||
Adjusted EBITDA | 573,618 | 536,811 | 464,555 | ||||||||||||
Capital expenditures | 412,752 | 333,423 | 270,734 | ||||||||||||
International markets | |||||||||||||||
OPERATING SEGMENT | |||||||||||||||
Revenues | 118,863 | 6,888 | 7,160 | ||||||||||||
Long-term assets, net | $ 1,801,313 | $ 194 | 1,801,313 | 194 | |||||||||||
Adjusted EBITDA | 28,412 | (357) | (630) | ||||||||||||
Capital expenditures | 8,961 | ||||||||||||||
United Kingdom | |||||||||||||||
OPERATING SEGMENT | |||||||||||||||
Revenues | 56,876 | $ 6,888 | $ 7,160 | ||||||||||||
Italy | |||||||||||||||
OPERATING SEGMENT | |||||||||||||||
Revenues | 20,984 | ||||||||||||||
Spain | |||||||||||||||
OPERATING SEGMENT | |||||||||||||||
Revenues | 19,989 | ||||||||||||||
Gemany | |||||||||||||||
OPERATING SEGMENT | |||||||||||||||
Revenues | 14,128 | ||||||||||||||
Other foreign countires | |||||||||||||||
OPERATING SEGMENT | |||||||||||||||
Revenues | $ 6,886 |
OPERATING SEGMENT - Reconciliat
OPERATING SEGMENT - Reconciliation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
OPERATING SEGMENT | ||||||||||||
Net earnings | $ 41,617,000 | $ 12,178,000 | $ 43,923,000 | $ 6,138,000 | $ 29,819,000 | $ 7,376,000 | $ 31,414,000 | $ (4,842,000) | $ 111,667,000 | $ 103,856,000 | $ 63,767,000 | |
Income tax provision | $ 19,200,000 | 37,972,000 | 59,675,000 | 33,470,000 | ||||||||
Interest expense | 121,537,000 | 106,088,000 | 120,939,000 | |||||||||
Depreciation and amortization | 268,243,000 | 232,961,000 | 216,321,000 | |||||||||
Impairment of long-lived assets | 5,544,000 | 1,702,000 | 3,149,000 | |||||||||
Certain operating expenses | 20,117,000 | 16,773,000 | 21,686,000 | |||||||||
Equity in earnings of non-consolidated entities | (47,718,000) | (37,131,000) | (26,615,000) | |||||||||
Cash distributions from non-consolidated entities | 40,052,000 | 34,083,000 | 35,243,000 | |||||||||
Investment expense (income) | (10,154,000) | (6,115,000) | (8,145,000) | |||||||||
Other expense (income) | 32,000 | 10,684,000 | (8,344,000) | |||||||||
General and Administrative Expense [Abstract] | ||||||||||||
Merger Acquisition Transaction Costs | 47,895,000 | 3,398,000 | 1,161,000 | |||||||||
Stock-based compensation expense | 6,843,000 | 10,480,000 | 11,293,000 | |||||||||
Adjusted EBITDA | $ 602,030,000 | $ 536,454,000 | $ 463,925,000 |
ACCUMULATED OTHER COMPREHENSI87
ACCUMULATED OTHER COMPREHENSIVE INCOME - Change in AOCI by component (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Changes in accumulated other comprehensive income | |||
Balance at the beginning of the period | $ 1,538,703 | $ 1,512,732 | $ 1,507,470 |
Other comprehensive income (loss), net of tax | (5,355) | (10,040) | (11,360) |
Balance at the end of the period | 2,009,654 | 1,538,703 | 1,512,732 |
Accumulated Other Comprehensive Income (Loss) | |||
Changes in accumulated other comprehensive income | |||
Balance at the beginning of the period | 2,804 | 12,844 | 24,204 |
Other comprehensive income (loss) before reclassifications | (3,601) | 535 | |
Amounts reclassified from accumulated other comprehensive income | (1,754) | (10,575) | |
Other comprehensive income (loss), net of tax | (5,355) | (10,040) | (11,360) |
Balance at the end of the period | (2,551) | 2,804 | 12,844 |
Foreign Currency | |||
Changes in accumulated other comprehensive income | |||
Balance at the beginning of the period | 2,101 | 729 | |
Other comprehensive income (loss) before reclassifications | (3,881) | 1,372 | 978 |
Other comprehensive income (loss), net of tax | (3,881) | 1,372 | |
Balance at the end of the period | (1,780) | 2,101 | 729 |
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 | 912 | ||
Amounts reclassified from accumulated other comprehensive income | (280) | (10,876) | |
Other comprehensive income (loss), net of tax | (280) | (9,964) | |
Balance at the end of the period | (3,569) | (3,289) | 6,675 |
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 | 589 | (1,056) | 2,627 |
Amounts reclassified from accumulated other comprehensive income | (1,816) | (156) | (31) |
Other comprehensive income (loss), net of tax | (1,227) | (1,212) | |
Balance at the end of the period | 238 | 1,465 | 2,677 |
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 | (309) | (693) | (59) |
Amounts reclassified from accumulated other comprehensive income | 342 | 457 | 528 |
Other comprehensive income (loss), net of tax | 33 | (236) | |
Balance at the end of the period | $ 2,560 | $ 2,527 | $ 2,763 |
ACCUMULATED OTHER COMPREHENSI88
ACCUMULATED OTHER COMPREHENSIVE INCOME - OCI and tax effects (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Pre-Tax Amount | |||
Other comprehensive income (loss), before tax | $ (5,573) | $ (16,458) | $ (18,624) |
Tax (Expense) Benefit | |||
Other comprehensive income (loss), tax | 218 | 6,418 | 7,264 |
Net-of-Tax Amount | |||
Other comprehensive income (loss), net of tax | (5,355) | (10,040) | (11,360) |
Foreign Currency | |||
Pre-Tax Amount | |||
Unrealized net holding gain (loss) arising during the period | (3,110) | 2,250 | 1,603 |
Tax (Expense) Benefit | |||
Unrealized net holding gain (loss) arising during the period, tax | (771) | (878) | (625) |
Net-of-Tax Amount | |||
Unrealized net holding gain (loss) arising during the period, net of tax | (3,881) | 1,372 | 978 |
Other comprehensive income (loss), net of tax | (3,881) | 1,372 | |
Pension and Other Benefit Adjustments, Net Gain or Loss | |||
Pre-Tax Amount | |||
Unrealized net holding gain (loss) arising during the period | (526) | 272 | (22,202) |
Reclassification adjustment for net gain (loss) realized in net earnings | 27 | (2,752) | |
Other comprehensive income (loss), before tax | (1,382) | ||
Tax (Expense) Benefit | |||
Unrealized net holding gain (loss) arising during the period, tax | 233 | (106) | 8,659 |
Reclassification adjustment for net gain (loss) realized in net earnings, tax | (11) | 1,073 | |
Other comprehensive income (loss), tax | 538 | ||
Net-of-Tax Amount | |||
Unrealized net holding gain (loss) arising during the period, net of tax | (293) | 166 | (13,543) |
Reclassification adjustment for net gain (loss) realized in net earnings, net of tax | 16 | (1,679) | |
Other comprehensive income (loss), net of tax | (844) | ||
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) | (1,665) | |
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 | 649 | |
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) | (1,016) | |
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 | (5) | (321) | |
Tax (Expense) Benefit | |||
Reclassification adjustment for net gain (loss) realized in net earnings, tax | 2 | 125 | |
Net-of-Tax Amount | |||
Reclassification adjustment for net gain (loss) realized in net earnings, net of tax | (3) | (196) | |
Unrealized Net Gain on Marketable Securities | |||
Pre-Tax Amount | |||
Unrealized net holding gain (loss) arising during the period | 966 | (1,731) | 4,305 |
Reclassification adjustment for net gain (loss) realized in net earnings | (2,977) | (256) | (52) |
Tax (Expense) Benefit | |||
Unrealized net holding gain (loss) arising during the period, tax | (377) | 675 | (1,678) |
Reclassification adjustment for net gain (loss) realized in net earnings, tax | 1,161 | 100 | 21 |
Net-of-Tax Amount | |||
Unrealized net holding gain (loss) arising during the period, net of tax | 589 | (1,056) | 2,627 |
Reclassification adjustment for net gain (loss) realized in net earnings, net of tax | (1,816) | (156) | (31) |
Other comprehensive income (loss), net of tax | (1,227) | (1,212) | |
Unrealized Net Gain from Equity Method Investees' Cash Flow Hedge | |||
Pre-Tax Amount | |||
Unrealized net holding gain (loss) arising during the period | (507) | (1,136) | (96) |
Reclassification adjustment for net gain (loss) realized in net earnings | 559 | 748 | 865 |
Tax (Expense) Benefit | |||
Unrealized net holding gain (loss) arising during the period, tax | 198 | 443 | 37 |
Reclassification adjustment for net gain (loss) realized in net earnings, tax | (217) | (291) | (337) |
Net-of-Tax Amount | |||
Unrealized net holding gain (loss) arising during the period, net of tax | (309) | (693) | (59) |
Reclassification adjustment for net gain (loss) realized in net earnings, net of tax | 342 | 457 | $ 528 |
Other comprehensive income (loss), net of tax | $ 33 | $ (236) |
CONDENSED CONSOLIDATING FINAN89
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Details) | 12 Months Ended |
Dec. 31, 2016 | |
AMCEH | |
Ownership percentage | 100.00% |
CONDENSED CONSOLIDATING FINAN90
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Operations (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues | |||||||||||||||
Admissions | $ 2,049,428,000 | $ 1,892,037,000 | $ 1,765,388,000 | ||||||||||||
Food and beverage | 1,019,093,000 | 910,086,000 | 797,735,000 | ||||||||||||
Other theatre | 167,325,000 | 144,777,000 | 132,267,000 | ||||||||||||
Total revenues | $ 926,096,000 | $ 779,771,000 | $ 763,962,000 | $ 766,017,000 | $ 783,857,000 | $ 688,840,000 | $ 821,079,000 | $ 653,124,000 | $ 712,155,000 | $ 633,904,000 | $ 726,573,000 | $ 622,758,000 | 3,235,846,000 | 2,946,900,000 | 2,695,390,000 |
Operating costs and expenses | |||||||||||||||
Film exhibition costs | 1,089,501,000 | 1,021,457,000 | 934,246,000 | ||||||||||||
Food and beverage costs | 142,167,000 | 128,569,000 | 111,991,000 | ||||||||||||
Operating expense (income) | 873,456,000 | 795,722,000 | 733,338,000 | ||||||||||||
Rent | 505,463,000 | 467,822,000 | 455,239,000 | ||||||||||||
General and administrative: | |||||||||||||||
Merger, acquisition and transaction costs | 47,895,000 | 3,398,000 | 1,161,000 | ||||||||||||
Other | 90,719,000 | 58,212,000 | 64,873,000 | ||||||||||||
Depreciation and amortization | 268,243,000 | 232,961,000 | 216,321,000 | ||||||||||||
Impairment of long-lived assets | 5,544,000 | 1,702,000 | 3,149,000 | ||||||||||||
Operating costs and expenses | 3,022,988,000 | 2,709,843,000 | 2,520,318,000 | ||||||||||||
Operating income | 32,479,000 | 65,524,000 | 55,604,000 | 59,251,000 | 75,292,000 | 35,539,000 | 94,173,000 | 32,053,000 | 60,622,000 | 28,514,000 | 68,397,000 | 17,539,000 | 212,858,000 | 237,057,000 | 175,072,000 |
Other expense (income) | |||||||||||||||
Other expense (income) | (446,000) | 10,684,000 | (8,344,000) | ||||||||||||
Interest expense: | |||||||||||||||
Corporate borrowings | 110,731,000 | 96,857,000 | 111,072,000 | ||||||||||||
Capital and financing lease obligations | 10,806,000 | 9,231,000 | 9,867,000 | ||||||||||||
Equity in earnings of non-consolidated entities | (47,718,000) | (37,131,000) | (26,615,000) | ||||||||||||
Investment expense (income) | (10,154,000) | (6,115,000) | (8,145,000) | ||||||||||||
Total other expense | 63,219,000 | 73,526,000 | 77,835,000 | ||||||||||||
Earnings (loss) before income taxes | 149,639,000 | 163,531,000 | 97,237,000 | ||||||||||||
Income tax provision | 19,200,000 | 37,972,000 | 59,675,000 | 33,470,000 | |||||||||||
Earnings from continuing operations | $ 41,617,000 | $ 12,178,000 | $ 43,923,000 | $ 6,138,000 | 29,819,000 | 7,376,000 | 31,414,000 | (4,842,000) | 111,667,000 | 103,856,000 | 63,767,000 | ||||
Earnings (loss) from discontinued operations, net of income taxes | (21,000) | 334,000 | 313,000 | ||||||||||||
Net earnings | $ 28,973,000 | $ 30,436,000 | $ 23,967,000 | $ 28,291,000 | $ 29,819,000 | $ 7,376,000 | $ 31,393,000 | $ (4,508,000) | 111,667,000 | 103,856,000 | 64,080,000 | ||||
Consolidating Adjustments | |||||||||||||||
Other expense (income) | |||||||||||||||
Equity in net (earnings) loss of subsidiaries | 152,401,000 | 92,381,000 | 49,496,000 | ||||||||||||
Interest expense: | |||||||||||||||
Corporate borrowings | (123,523,000) | (129,823,000) | (149,548,000) | ||||||||||||
Investment expense (income) | 123,523,000 | 129,823,000 | 149,548,000 | ||||||||||||
Total other expense | 152,401,000 | 92,381,000 | 49,496,000 | ||||||||||||
Earnings (loss) before income taxes | (152,401,000) | (92,381,000) | (49,496,000) | ||||||||||||
Earnings from continuing operations | (49,496,000) | ||||||||||||||
Net earnings | (152,401,000) | (92,381,000) | (49,496,000) | ||||||||||||
AMCEH | |||||||||||||||
Operating costs and expenses | |||||||||||||||
Operating expense (income) | 75,000 | 96,000 | |||||||||||||
General and administrative: | |||||||||||||||
Other | 1,996,000 | ||||||||||||||
Operating costs and expenses | 1,996,000 | 75,000 | 96,000 | ||||||||||||
Operating income | (1,996,000) | (75,000) | (96,000) | ||||||||||||
Other expense (income) | |||||||||||||||
Equity in net (earnings) loss of subsidiaries | (119,732,000) | (93,375,000) | (51,401,000) | ||||||||||||
Interest expense: | |||||||||||||||
Corporate borrowings | 110,526,000 | 97,163,000 | 110,861,000 | ||||||||||||
Investment expense (income) | (104,457,000) | (107,719,000) | (123,636,000) | ||||||||||||
Total other expense | (113,663,000) | (103,931,000) | (64,176,000) | ||||||||||||
Earnings (loss) before income taxes | 111,667,000 | 103,856,000 | 64,080,000 | ||||||||||||
Earnings from continuing operations | 64,080,000 | ||||||||||||||
Net earnings | 111,667,000 | 103,856,000 | 64,080,000 | ||||||||||||
Subsidiary Guarantors | |||||||||||||||
Revenues | |||||||||||||||
Admissions | 1,945,162,000 | 1,887,584,000 | 1,760,781,000 | ||||||||||||
Food and beverage | 972,940,000 | 908,153,000 | 795,789,000 | ||||||||||||
Other theatre | 152,346,000 | 144,275,000 | 131,931,000 | ||||||||||||
Total revenues | 3,070,448,000 | 2,940,012,000 | 2,688,501,000 | ||||||||||||
Operating costs and expenses | |||||||||||||||
Film exhibition costs | 1,039,948,000 | 1,019,327,000 | 932,108,000 | ||||||||||||
Food and beverage costs | 134,199,000 | 128,144,000 | 111,532,000 | ||||||||||||
Operating expense (income) | 830,824,000 | 791,917,000 | 729,282,000 | ||||||||||||
Rent | 491,131,000 | 465,830,000 | 453,106,000 | ||||||||||||
General and administrative: | |||||||||||||||
Merger, acquisition and transaction costs | 46,943,000 | 3,398,000 | 1,161,000 | ||||||||||||
Other | 84,800,000 | 58,174,000 | 64,831,000 | ||||||||||||
Depreciation and amortization | 252,948,000 | 232,896,000 | 216,258,000 | ||||||||||||
Impairment of long-lived assets | 5,544,000 | 1,702,000 | 3,149,000 | ||||||||||||
Operating costs and expenses | 2,886,337,000 | 2,701,388,000 | 2,511,427,000 | ||||||||||||
Operating income | 184,111,000 | 238,624,000 | 177,074,000 | ||||||||||||
Other expense (income) | |||||||||||||||
Equity in net (earnings) loss of subsidiaries | (32,669,000) | 994,000 | 1,905,000 | ||||||||||||
Other expense (income) | (429,000) | 10,684,000 | (8,344,000) | ||||||||||||
Interest expense: | |||||||||||||||
Corporate borrowings | 123,671,000 | 129,517,000 | 149,759,000 | ||||||||||||
Capital and financing lease obligations | 8,490,000 | 9,231,000 | 9,867,000 | ||||||||||||
Equity in earnings of non-consolidated entities | (46,920,000) | (37,131,000) | (26,615,000) | ||||||||||||
Investment expense (income) | (28,327,000) | (27,721,000) | (34,056,000) | ||||||||||||
Total other expense | 23,816,000 | 85,574,000 | 92,516,000 | ||||||||||||
Earnings (loss) before income taxes | 160,295,000 | 153,050,000 | 84,558,000 | ||||||||||||
Income tax provision | 40,563,000 | 59,675,000 | 33,470,000 | ||||||||||||
Earnings from continuing operations | 51,088,000 | ||||||||||||||
Earnings (loss) from discontinued operations, net of income taxes | 313,000 | ||||||||||||||
Net earnings | 119,732,000 | 93,375,000 | 51,401,000 | ||||||||||||
Subsidiary Non-Guarantors | |||||||||||||||
Revenues | |||||||||||||||
Admissions | 104,266,000 | 4,453,000 | 4,607,000 | ||||||||||||
Food and beverage | 46,153,000 | 1,933,000 | 1,946,000 | ||||||||||||
Other theatre | 14,979,000 | 502,000 | 336,000 | ||||||||||||
Total revenues | 165,398,000 | 6,888,000 | 6,889,000 | ||||||||||||
Operating costs and expenses | |||||||||||||||
Film exhibition costs | 49,553,000 | 2,130,000 | 2,138,000 | ||||||||||||
Food and beverage costs | 7,968,000 | 425,000 | 459,000 | ||||||||||||
Operating expense (income) | 42,632,000 | 3,730,000 | 3,960,000 | ||||||||||||
Rent | 14,332,000 | 1,992,000 | 2,133,000 | ||||||||||||
General and administrative: | |||||||||||||||
Merger, acquisition and transaction costs | 952,000 | ||||||||||||||
Other | 3,923,000 | 38,000 | 42,000 | ||||||||||||
Depreciation and amortization | 15,295,000 | 65,000 | 63,000 | ||||||||||||
Operating costs and expenses | 134,655,000 | 8,380,000 | 8,795,000 | ||||||||||||
Operating income | 30,743,000 | (1,492,000) | (1,906,000) | ||||||||||||
Other expense (income) | |||||||||||||||
Other expense (income) | (17,000) | ||||||||||||||
Interest expense: | |||||||||||||||
Corporate borrowings | 57,000 | ||||||||||||||
Capital and financing lease obligations | 2,316,000 | ||||||||||||||
Equity in earnings of non-consolidated entities | (798,000) | ||||||||||||||
Investment expense (income) | (893,000) | (498,000) | (1,000) | ||||||||||||
Total other expense | 665,000 | (498,000) | (1,000) | ||||||||||||
Earnings (loss) before income taxes | 30,078,000 | (994,000) | (1,905,000) | ||||||||||||
Income tax provision | (2,591,000) | ||||||||||||||
Earnings from continuing operations | (1,905,000) | ||||||||||||||
Net earnings | $ 32,669,000 | $ (994,000) | $ (1,905,000) |
CONDENSED CONSOLIDATING FINAN91
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net earnings (loss) | $ 28,973 | $ 30,436 | $ 23,967 | $ 28,291 | $ 29,819 | $ 7,376 | $ 31,393 | $ (4,508) | $ 111,667 | $ 103,856 | $ 64,080 |
Unrealized foreign currency translation adjustment, net of tax | (3,881) | 1,372 | 978 | ||||||||
Pension and other benefit adjustments: | |||||||||||
Net loss arising during the period, net of tax | (293) | 166 | (13,543) | ||||||||
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 | 16 | (1,679) | (844) | ||||||||
Amortization of prior service credit reclassified into general and administrative: other, net of tax | (1,762) | (1,016) | |||||||||
Curtailment gain reclassified into general and administrative: other, net of tax | (7,239) | ||||||||||
Settlement gain reclassified into general and administrative: other, net of tax | (3) | (196) | |||||||||
Marketable securities: | |||||||||||
Unrealized holding gains arising during the period, net of tax | 589 | (1,056) | 2,627 | ||||||||
Realized net (gain) loss reclassified into investment income, net of tax | (1,816) | (156) | (31) | ||||||||
Equity method investees' cash flow hedge: | |||||||||||
Unrealized holding gains arising during the period | (309) | (693) | (59) | ||||||||
Realized net loss reclassified into equity in earnings of non-consolidated entities, net of tax | 342 | 457 | 528 | ||||||||
Other comprehensive income (loss), net of tax | (5,355) | (10,040) | (11,360) | ||||||||
Total comprehensive income | 106,312 | 93,816 | 52,720 | ||||||||
Consolidating Adjustments | |||||||||||
Net earnings (loss) | (152,401) | (92,381) | (49,496) | ||||||||
Equity in other comprehensive income (loss) of subsidiaries | 8,984 | 9,488 | 10,628 | ||||||||
Equity method investees' cash flow hedge: | |||||||||||
Other comprehensive income (loss), net of tax | 8,984 | 9,488 | 10,628 | ||||||||
Total comprehensive income | (143,417) | (82,893) | (38,868) | ||||||||
AMCEH | |||||||||||
Net earnings (loss) | 111,667 | 103,856 | 64,080 | ||||||||
Equity in other comprehensive income (loss) of subsidiaries | (5,355) | (10,040) | (11,360) | ||||||||
Equity method investees' cash flow hedge: | |||||||||||
Other comprehensive income (loss), net of tax | (5,355) | (10,040) | (11,360) | ||||||||
Total comprehensive income | 106,312 | 93,816 | 52,720 | ||||||||
Subsidiary Guarantors | |||||||||||
Net earnings (loss) | 119,732 | 93,375 | 51,401 | ||||||||
Equity in other comprehensive income (loss) of subsidiaries | (3,629) | 552 | 732 | ||||||||
Unrealized foreign currency translation adjustment, net of tax | (181) | 820 | 246 | ||||||||
Pension and other benefit adjustments: | |||||||||||
Net loss arising during the period, net of tax | (364) | 166 | (13,543) | ||||||||
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 | 16 | (1,679) | (844) | ||||||||
Amortization of prior service credit reclassified into general and administrative: other, net of tax | (1,762) | (1,016) | |||||||||
Curtailment gain reclassified into general and administrative: other, net of tax | (7,239) | ||||||||||
Settlement gain reclassified into general and administrative: other, net of tax | (3) | (196) | |||||||||
Marketable securities: | |||||||||||
Unrealized holding gains arising during the period, net of tax | 589 | (1,056) | 2,627 | ||||||||
Realized net (gain) loss reclassified into investment income, net of tax | (1,816) | (156) | (31) | ||||||||
Equity method investees' cash flow hedge: | |||||||||||
Unrealized holding gains arising during the period | (309) | (693) | (59) | ||||||||
Realized net loss reclassified into equity in earnings of non-consolidated entities, net of tax | 342 | 457 | 528 | ||||||||
Other comprehensive income (loss), net of tax | (5,355) | (10,040) | (11,360) | ||||||||
Total comprehensive income | 114,377 | 83,335 | 40,041 | ||||||||
Subsidiary Non-Guarantors | |||||||||||
Net earnings (loss) | 32,669 | (994) | (1,905) | ||||||||
Unrealized foreign currency translation adjustment, net of tax | (3,700) | 552 | 732 | ||||||||
Pension and other benefit adjustments: | |||||||||||
Net loss arising during the period, net of tax | 71 | ||||||||||
Equity method investees' cash flow hedge: | |||||||||||
Other comprehensive income (loss), net of tax | (3,629) | 552 | 732 | ||||||||
Total comprehensive income | $ 29,040 | $ (442) | $ (1,173) |
CONDENSED CONSOLIDATING FINAN92
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Balance Sheets (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||||
Cash and equivalents | $ 207,073,000 | $ 211,250,000 | $ 218,206,000 | $ 546,454,000 |
Receivables, net | 213,667,000 | 105,509,000 | ||
Other current assets | 262,903,000 | 97,608,000 | ||
Total current assets | 683,643,000 | 414,367,000 | ||
Property, net | 3,035,859,000 | 1,401,928,000 | ||
Intangible assets, net | 365,142,000 | 237,376,000 | ||
Goodwill | 3,932,960,000 | 2,406,691,000 | 2,289,800,000 | |
Deferred tax asset | 90,445,000 | 126,198,000 | ||
Other long-term assets | 533,792,000 | 501,757,000 | ||
Total assets | 8,641,841,000 | 5,088,317,000 | ||
Current liabilities: | ||||
Accounts payable | 501,761,000 | 313,025,000 | ||
Accrued expenses and other liabilities | 328,949,000 | 158,664,000 | ||
Deferred revenues and income | 277,237,000 | 221,679,000 | ||
Current maturities of corporate borrowings and capital and financing lease obligations | 81,243,000 | 18,786,000 | ||
Total current liabilities | 1,189,190,000 | 712,154,000 | ||
Corporate borrowings, noncurrent, carrying value | 3,745,755,000 | 1,902,598,000 | ||
Capital and financing lease obligations | 609,359,000 | 93,273,000 | ||
Exhibitor services agreement | 359,279,000 | 377,599,000 | ||
Deferred tax liability | 20,962,000 | |||
Other long-term liabilities | 706,562,000 | 462,626,000 | ||
Total liabilities | 6,631,107,000 | 3,548,250,000 | ||
Temporary equity | 1,080,000 | 1,364,000 | ||
Total stockholders' equity | 2,009,654,000 | 1,538,703,000 | 1,512,732,000 | 1,507,470,000 |
Total liabilities and stockholders' equity | 8,641,841,000 | 5,088,317,000 | ||
Consolidating Adjustments | ||||
Current assets: | ||||
Investment in equity of subsidiaries | (3,040,405,000) | (1,670,512,000) | ||
Total assets | (3,040,405,000) | (1,670,512,000) | ||
Current liabilities: | ||||
Total stockholders' equity | (3,040,405,000) | (1,670,512,000) | ||
Total liabilities and stockholders' equity | (3,040,405,000) | (1,670,512,000) | ||
AMCEH | ||||
Current assets: | ||||
Cash and equivalents | 2,989,000 | 1,944,000 | 2,454,000 | 2,628,000 |
Receivables, net | 201,000 | (21,000) | ||
Other current assets | 1,842,000 | |||
Total current assets | 5,032,000 | 1,923,000 | ||
Investment in equity of subsidiaries | 2,330,743,000 | 1,638,903,000 | ||
Intercompany advances | 3,443,793,000 | 1,805,829,000 | ||
Goodwill | (2,143,000) | (2,143,000) | ||
Deferred tax asset | 295,000 | |||
Other long-term assets | 7,706,000 | 9,686,000 | ||
Total assets | 5,785,131,000 | 3,454,493,000 | ||
Current liabilities: | ||||
Accrued expenses and other liabilities | 17,613,000 | 7,188,000 | ||
Current maturities of corporate borrowings and capital and financing lease obligations | 13,806,000 | 8,806,000 | ||
Total current liabilities | 31,419,000 | 15,994,000 | ||
Corporate borrowings, noncurrent, carrying value | 3,742,978,000 | 1,898,432,000 | ||
Total liabilities | 3,774,397,000 | 1,914,426,000 | ||
Temporary equity | 1,080,000 | 1,364,000 | ||
Total stockholders' equity | 2,009,654,000 | 1,538,703,000 | ||
Total liabilities and stockholders' equity | 5,785,131,000 | 3,454,493,000 | ||
Subsidiary Guarantors | ||||
Current assets: | ||||
Cash and equivalents | 94,733,000 | 167,023,000 | 174,117,000 | 501,989,000 |
Receivables, net | 165,867,000 | 105,477,000 | ||
Other current assets | 151,862,000 | 96,302,000 | ||
Total current assets | 412,462,000 | 368,802,000 | ||
Investment in equity of subsidiaries | 709,662,000 | 31,609,000 | ||
Property, net | 1,585,577,000 | 1,401,686,000 | ||
Intangible assets, net | 228,373,000 | 237,376,000 | ||
Intercompany advances | (1,781,339,000) | (1,811,112,000) | ||
Goodwill | 2,422,094,000 | 2,408,834,000 | ||
Deferred tax asset | 87,541,000 | 125,903,000 | ||
Other long-term assets | 475,860,000 | 492,057,000 | ||
Total assets | 4,140,230,000 | 3,255,155,000 | ||
Current liabilities: | ||||
Accounts payable | 380,994,000 | 312,591,000 | ||
Accrued expenses and other liabilities | 197,569,000 | 151,619,000 | ||
Deferred revenues and income | 232,357,000 | 221,679,000 | ||
Current maturities of corporate borrowings and capital and financing lease obligations | 10,799,000 | 9,980,000 | ||
Total current liabilities | 821,719,000 | 695,869,000 | ||
Corporate borrowings, noncurrent, carrying value | 2,777,000 | 4,166,000 | ||
Capital and financing lease obligations | 83,863,000 | 93,273,000 | ||
Exhibitor services agreement | 359,244,000 | 377,599,000 | ||
Other long-term liabilities | 541,884,000 | 445,345,000 | ||
Total liabilities | 1,809,487,000 | 1,616,252,000 | ||
Total stockholders' equity | 2,330,743,000 | 1,638,903,000 | ||
Total liabilities and stockholders' equity | 4,140,230,000 | 3,255,155,000 | ||
Subsidiary Non-Guarantors | ||||
Current assets: | ||||
Cash and equivalents | 109,351,000 | 42,283,000 | $ 41,635,000 | $ 41,837,000 |
Receivables, net | 47,599,000 | 53,000 | ||
Other current assets | 109,199,000 | 1,306,000 | ||
Total current assets | 266,149,000 | 43,642,000 | ||
Property, net | 1,450,282,000 | 242,000 | ||
Intangible assets, net | 136,769,000 | |||
Intercompany advances | (1,662,454,000) | 5,283,000 | ||
Goodwill | 1,513,009,000 | |||
Deferred tax asset | 2,904,000 | |||
Other long-term assets | 50,226,000 | 14,000 | ||
Total assets | 1,756,885,000 | 49,181,000 | ||
Current liabilities: | ||||
Accounts payable | 120,767,000 | 434,000 | ||
Accrued expenses and other liabilities | 113,767,000 | (143,000) | ||
Deferred revenues and income | 44,880,000 | |||
Current maturities of corporate borrowings and capital and financing lease obligations | 56,638,000 | |||
Total current liabilities | 336,052,000 | 291,000 | ||
Capital and financing lease obligations | 525,496,000 | |||
Exhibitor services agreement | 35,000 | |||
Deferred tax liability | 20,962,000 | |||
Other long-term liabilities | 164,678,000 | 17,281,000 | ||
Total liabilities | 1,047,223,000 | 17,572,000 | ||
Total stockholders' equity | 709,662,000 | 31,609,000 | ||
Total liabilities and stockholders' equity | $ 1,756,885,000 | $ 49,181,000 |
CONDENSED CONSOLIDATING FINAN93
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net change in operating activities: | |||
Net cash provided by operating activities | $ 431,655 | $ 467,557 | $ 297,302 |
Cash flows from investing activities: | |||
Capital expenditures | (421,713) | (333,423) | (270,734) |
Proceeds from disposition of long-term assets | 19,909 | 604 | 238 |
Investments in non-consolidated entities | (10,481) | (1,915) | (1,522) |
Other, net | (6,515) | (1,849) | 327 |
Net cash used in investing activities | (1,354,650) | (509,436) | (271,691) |
Cash flows from financing activities: | |||
Proceeds from issuance of Term Loan Due 2023 | 498,750 | ||
Proceeds from issuance of bridge loan due 2017 | 350,000 | ||
Proceeds from extension and modification of Term Loan due 2022 | 124,375 | ||
Repurchase of Senior Subordinated Notes due 2020 | (645,701) | ||
Borrowings under (repayments) Revolving Credit Facility | (75,000) | 75,000 | |
Payments of Stock Issuance Costs | (763) | (281) | |
Cash used to pay dividends | 79,627 | 78,608 | 58,504 |
Deferred financing costs | (65,877) | (21,252) | (7,952) |
Principal payments under capital and financing lease obligations | (10,852) | (7,840) | (6,941) |
Principal payments under promissory note | (1,389) | (1,389) | (1,389) |
Principal payments under Term Loan | 8,806 | 5,813 | 7,750 |
Principal amount of coupon payment under Senior Subordinated Notes due 2020 | (3,486) | (6,227) | |
Purchase of treasury stock | (92) | ||
Net cash provided by (used in) financing activities | 918,263 | 35,286 | (353,864) |
Effect of exchange rate changes on cash and equivalents | 555 | (363) | 5 |
Net increase (decrease) in cash and equivalents | (4,177) | (6,956) | (328,248) |
Cash and equivalents at beginning of period | 211,250 | 218,206 | 546,454 |
Cash and equivalents at end of period | 207,073 | 211,250 | 218,206 |
Odeon | |||
Cash flows from investing activities: | |||
Acquisition | (438,733) | ||
Carmike | |||
Cash flows from investing activities: | |||
Acquisition | (497,798) | ||
Starplex Cinemas | |||
Cash flows from investing activities: | |||
Acquisition | 681 | (172,853) | |
6.375% Senior Subordinated Notes due 2024 | |||
Cash flows from financing activities: | |||
Proceeds from issuance of Senior Subordinated Notes | 310,000 | ||
5.875% Senior Subordinated Notes due 2026 | |||
Cash flows from financing activities: | |||
Proceeds from issuance of Senior Subordinated Notes | 595,000 | ||
Senior Secured Note GBP 9.0 Percent Due 2018 [Member] | |||
Cash flows from financing activities: | |||
Repayments of Subordinated Debt | 380,678 | ||
Senior Secured Note 4.93 Percent Due 2018 [Member] | |||
Cash flows from financing activities: | |||
Repayments of Subordinated Debt | 212,495 | ||
5.75 % Senior Subordinated Notes due 2025 | |||
Cash flows from financing activities: | |||
Proceeds from issuance of Senior Subordinated Notes | 600,000 | ||
5.875% Senior Subordinated Notes due 2022 | |||
Cash flows from financing activities: | |||
Proceeds from issuance of Senior Subordinated Notes | 375,000 | ||
8.75% Senior Subordinated Notes due 2019 | |||
Cash flows from financing activities: | |||
Repurchase of Senior Subordinated Notes due 2020 | (639,728) | ||
AMCEH | |||
Net change in operating activities: | |||
Net cash provided by operating activities | 7,238 | 15,017 | 13,212 |
Cash flows from financing activities: | |||
Proceeds from issuance of Term Loan Due 2023 | 498,750 | ||
Proceeds from issuance of bridge loan due 2017 | 350,000 | ||
Proceeds from extension and modification of Term Loan due 2022 | 124,375 | ||
Repurchase of Senior Subordinated Notes due 2020 | (645,701) | ||
Borrowings under (repayments) Revolving Credit Facility | (75,000) | 75,000 | |
Payments of Stock Issuance Costs | (763) | ||
Cash used to pay dividends | 79,627 | 78,608 | 58,504 |
Deferred financing costs | (65,877) | (21,252) | (7,952) |
Principal payments under Term Loan | 8,806 | 5,813 | 7,750 |
Change in intercompany advances | (935,110) | (60,042) | 331,867 |
Principal amount of coupon payment under Senior Subordinated Notes due 2020 | (3,486) | (6,227) | |
Purchase of treasury stock | (92) | ||
Net cash provided by (used in) financing activities | (4,606) | (15,527) | (13,386) |
Effect of exchange rate changes on cash and equivalents | (1,587) | ||
Net increase (decrease) in cash and equivalents | 1,045 | (510) | (174) |
Cash and equivalents at beginning of period | 1,944 | 2,454 | 2,628 |
Cash and equivalents at end of period | 2,989 | 1,944 | 2,454 |
AMCEH | 6.375% Senior Subordinated Notes due 2024 | |||
Cash flows from financing activities: | |||
Proceeds from issuance of Senior Subordinated Notes | 310,000 | ||
AMCEH | 5.875% Senior Subordinated Notes due 2026 | |||
Cash flows from financing activities: | |||
Proceeds from issuance of Senior Subordinated Notes | 595,000 | ||
AMCEH | Senior Secured Note GBP 9.0 Percent Due 2018 [Member] | |||
Cash flows from financing activities: | |||
Repayments of Subordinated Debt | 380,678 | ||
AMCEH | Senior Secured Note 4.93 Percent Due 2018 [Member] | |||
Cash flows from financing activities: | |||
Repayments of Subordinated Debt | 212,495 | ||
AMCEH | 5.75 % Senior Subordinated Notes due 2025 | |||
Cash flows from financing activities: | |||
Proceeds from issuance of Senior Subordinated Notes | 600,000 | ||
AMCEH | 5.875% Senior Subordinated Notes due 2022 | |||
Cash flows from financing activities: | |||
Proceeds from issuance of Senior Subordinated Notes | 375,000 | ||
AMCEH | 8.75% Senior Subordinated Notes due 2019 | |||
Cash flows from financing activities: | |||
Repurchase of Senior Subordinated Notes due 2020 | (639,728) | ||
Subsidiary Guarantors | |||
Net change in operating activities: | |||
Net cash provided by operating activities | 438,652 | 449,121 | 280,990 |
Cash flows from investing activities: | |||
Capital expenditures | (410,906) | (333,395) | (270,677) |
Proceeds from disposition of long-term assets | 19,909 | 604 | 238 |
Investments in non-consolidated entities | (10,481) | (1,915) | (1,522) |
Other, net | (6,515) | (1,849) | 327 |
Net cash used in investing activities | (1,471,941) | (509,408) | (271,634) |
Cash flows from financing activities: | |||
Payments of Stock Issuance Costs | (281) | ||
Principal payments under capital and financing lease obligations | (8,591) | (7,840) | (6,941) |
Principal payments under promissory note | (1,389) | (1,389) | (1,389) |
Change in intercompany advances | 968,063 | 62,742 | (328,651) |
Net cash provided by (used in) financing activities | 958,083 | 53,513 | (337,262) |
Effect of exchange rate changes on cash and equivalents | 2,916 | (320) | 34 |
Net increase (decrease) in cash and equivalents | (72,290) | (7,094) | (327,872) |
Cash and equivalents at beginning of period | 167,023 | 174,117 | 501,989 |
Cash and equivalents at end of period | 94,733 | 167,023 | 174,117 |
Subsidiary Guarantors | Odeon | |||
Cash flows from investing activities: | |||
Acquisition | (480,338) | ||
Subsidiary Guarantors | Carmike | |||
Cash flows from investing activities: | |||
Acquisition | (584,291) | ||
Subsidiary Guarantors | Starplex Cinemas | |||
Cash flows from investing activities: | |||
Acquisition | 681 | (172,853) | |
Subsidiary Non-Guarantors | |||
Net change in operating activities: | |||
Net cash provided by operating activities | (14,235) | 3,419 | 3,100 |
Cash flows from investing activities: | |||
Capital expenditures | (10,807) | (28) | (57) |
Net cash used in investing activities | 117,291 | (28) | (57) |
Cash flows from financing activities: | |||
Principal payments under capital and financing lease obligations | (2,261) | ||
Change in intercompany advances | (32,953) | (2,700) | (3,216) |
Net cash provided by (used in) financing activities | (35,214) | (2,700) | (3,216) |
Effect of exchange rate changes on cash and equivalents | (774) | (43) | (29) |
Net increase (decrease) in cash and equivalents | 67,068 | 648 | (202) |
Cash and equivalents at beginning of period | 42,283 | 41,635 | 41,837 |
Cash and equivalents at end of period | 109,351 | $ 42,283 | $ 41,635 |
Subsidiary Non-Guarantors | Odeon | |||
Cash flows from investing activities: | |||
Acquisition | 41,605 | ||
Subsidiary Non-Guarantors | Carmike | |||
Cash flows from investing activities: | |||
Acquisition | $ 86,493 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Mar. 08, 2017 | Feb. 17, 2017 | Feb. 14, 2017 | Feb. 13, 2017 | Dec. 23, 2013 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Dividends declared | |||||||||
Cash dividend declared (in dollars per share) | $ 0.80 | $ 0.80 | $ 0.60 | ||||||
Other General and Administrative Expenses | |||||||||
Litigation Settlement | |||||||||
Litigation settlement amount | $ 7,000,000 | ||||||||
Subsequent Events | |||||||||
Additional Public Offering | |||||||||
Repayment of Bridge Loan | $ 350,000,000 | ||||||||
Subsequent Events | Other General and Administrative Expenses | |||||||||
Litigation Settlement | |||||||||
Litigation settlement amount | $ 7,000,000 | ||||||||
Class A Common Stock | |||||||||
Additional Public Offering | |||||||||
Number of shares issued | 21,052,632 | ||||||||
Class A Common Stock | Subsequent Events | |||||||||
Additional Public Offering | |||||||||
Number of shares issued | 1,283,255 | 19,047,619 | |||||||
Price per share | $ 31.50 | $ 31.50 | |||||||
Value of shares issued | $ 40,423,000 | $ 600,000,000 | |||||||
Net proceeds | $ 39,000,000 | 579,000,000 | |||||||
Repayment of Bridge Loan | $ 350,000,000 | ||||||||
Dividends declared | |||||||||
Cash dividend declared (in dollars per share) | $ 0.20 | ||||||||
Class A Common Stock | Subsequent Events | Mr. Aron | |||||||||
Additional Public Offering | |||||||||
Number of shares issued | 31,747 | ||||||||
Price per share | $ 31.50 | ||||||||
Class B Common Stock | Subsequent Events | |||||||||
Dividends declared | |||||||||
Cash dividend declared (in dollars per share) | $ 0.20 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | 24 Months Ended | |||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | |
Numerator: | ||||||||||||||||
Net earnings | $ 41,617 | $ 12,178 | $ 43,923 | $ 6,138 | $ 29,819 | $ 7,376 | $ 31,414 | $ (4,842) | $ 111,667 | $ 103,856 | $ 63,767 | |||||
Denominator (shares in thousands): | ||||||||||||||||
Weighted average shares for basic earnings per common share | 98,838,000 | 97,963,000 | 97,506,000 | |||||||||||||
Common equivalent shares for RSUs and PSUs | 34,000 | 66,000 | 194,000 | |||||||||||||
Shares for diluted earnings per common share | 98,872,000 | 98,029,000 | 97,700,000 | |||||||||||||
Basic earnings from continuing operations per common share (in dollars per share) | $ 0.29 | $ 0.31 | $ 0.24 | $ 0.29 | $ 0.31 | $ 0.08 | $ 0.32 | $ (0.05) | $ 1.13 | $ 1.06 | $ 0.65 | |||||
Diluted earnings from continuing operations per common share (in dollars per share) | $ 0.29 | $ 0.31 | $ 0.24 | $ 0.29 | $ 0.30 | $ 0.08 | $ 0.32 | $ (0.05) | $ 1.13 | $ 1.06 | $ 0.65 | |||||
Performance Stock Unit | ||||||||||||||||
Denominator (shares in thousands): | ||||||||||||||||
Anti-dilutive securities not included in the computations of diluted earnings per share (in shares) | 83,477 | 83,477 | ||||||||||||||
Restricted Stock Unit | ||||||||||||||||
Denominator (shares in thousands): | ||||||||||||||||
Anti-dilutive securities not included in the computations of diluted earnings per share (in shares) | 90,654 |
SUPPLEMENTAL FINANCIAL INFORM96
SUPPLEMENTAL FINANCIAL INFORMATION BY QUARTER (UNAUDITED) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Total revenues | $ 926,096,000 | $ 779,771,000 | $ 763,962,000 | $ 766,017,000 | $ 783,857,000 | $ 688,840,000 | $ 821,079,000 | $ 653,124,000 | $ 712,155,000 | $ 633,904,000 | $ 726,573,000 | $ 622,758,000 | $ 3,235,846,000 | $ 2,946,900,000 | $ 2,695,390,000 | |
Operating income | 32,479,000 | 65,524,000 | 55,604,000 | 59,251,000 | 75,292,000 | 35,539,000 | 94,173,000 | 32,053,000 | 60,622,000 | 28,514,000 | 68,397,000 | 17,539,000 | 212,858,000 | 237,057,000 | 175,072,000 | |
Earnings from continuing operations | $ 41,617,000 | $ 12,178,000 | $ 43,923,000 | $ 6,138,000 | 29,819,000 | 7,376,000 | 31,414,000 | (4,842,000) | 111,667,000 | 103,856,000 | 63,767,000 | |||||
Gain (loss) from discontinued operations, net of income taxes | (21,000) | 334,000 | 313,000 | |||||||||||||
Net earnings | $ 28,973,000 | $ 30,436,000 | $ 23,967,000 | $ 28,291,000 | $ 29,819,000 | $ 7,376,000 | $ 31,393,000 | $ (4,508,000) | $ 111,667,000 | $ 103,856,000 | $ 64,080,000 | |||||
Basic earnings per share: | ||||||||||||||||
Earnings from continuing operations | $ 0.29 | $ 0.31 | $ 0.24 | $ 0.29 | $ 0.31 | $ 0.08 | $ 0.32 | $ (0.05) | $ 1.13 | $ 1.06 | $ 0.65 | |||||
Earnings from discontinued operations | 0.01 | |||||||||||||||
Basic earnings per share | $ 0.42 | $ 0.12 | $ 0.45 | $ 0.06 | 0.31 | 0.08 | 0.32 | (0.05) | 1.13 | 1.06 | 0.66 | |||||
Diluted earnings per shares: | ||||||||||||||||
Earnings from continuing operations | $ 0.29 | $ 0.31 | $ 0.24 | $ 0.29 | 0.30 | 0.08 | 0.32 | (0.05) | 1.13 | 1.06 | 0.65 | |||||
Earnings from discontinued operations | 0.01 | |||||||||||||||
Diluted earnings per share | $ 0.42 | $ 0.12 | $ 0.45 | $ 0.06 | $ 0.30 | $ 0.08 | $ 0.32 | $ (0.05) | $ 1.13 | $ 1.06 | $ 0.66 | |||||
Other disclosures | ||||||||||||||||
Loss (gain) on redemption of notes | $ (8,386,000) | |||||||||||||||
Income tax provision | $ 19,200,000 | $ 37,972,000 | $ 59,675,000 | 33,470,000 | ||||||||||||
Transaction bonus | 10,000,000 | |||||||||||||||
8.75% Senior Notes due 2019 | ||||||||||||||||
Other disclosures | ||||||||||||||||
Loss (gain) on redemption of notes | $ 8,386,000 | |||||||||||||||
9.75% Senior Subordinated Notes due 2020 | ||||||||||||||||
Other disclosures | ||||||||||||||||
Loss (gain) on redemption of notes | 9,318,000 | |||||||||||||||
Senior Secured Credit Facility | ||||||||||||||||
Other disclosures | ||||||||||||||||
Loss (gain) on redemption of notes | $ 1,366,000 | $ (130,000) | ||||||||||||||
Other General and Administrative Expenses | ||||||||||||||||
Other disclosures | ||||||||||||||||
Litigation settlement amount | $ 7,000,000 |