Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 24, 2017 | |
Entity Registrant Name | AMC ENTERTAINMENT HOLDINGS, INC. | |
Entity Central Index Key | 1,411,579 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Class A Common Stock | ||
Entity Common Stock, Shares Outstanding | 55,077,777 | |
Class B Common Stock | ||
Entity Common Stock, Shares Outstanding | 75,826,927 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues | ||
Admissions | $ 817.3 | $ 482.6 |
Food and beverage | 397.9 | 244.1 |
Other theatre | 68.2 | 39.3 |
Total revenues | 1,283.4 | 766 |
Operating costs and expenses | ||
Film exhibition costs | 420.7 | 262.3 |
Food and beverage costs | 60.6 | 34 |
Operating expense (income) | 363.9 | 202.3 |
Rent | 182.6 | 124.6 |
General and administrative: | ||
Merger, acquisition and transaction costs | 40.4 | 4.6 |
Other | 34.5 | 18.5 |
Depreciation and amortization | 125.3 | 60.4 |
Operating costs and expenses | 1,228 | 706.7 |
Operating income (loss) | 55.4 | 59.3 |
Other expense (income) | ||
Other expense (income) | (2.7) | |
Interest expense: | ||
Corporate borrowings | 51.1 | 24.9 |
Capital and financing lease obligations | 10.8 | 2.2 |
Equity in (earnings) loss of non-consolidated entities | 2.3 | (4.2) |
Investment (income) expense | (5.3) | (10) |
Total other expense | 56.2 | 12.9 |
Earnings (loss) before income taxes | (0.8) | 46.4 |
Income tax provision (benefit) | (9.2) | 18.1 |
Net earnings | $ 8.4 | $ 28.3 |
Earnings per share: | ||
Basic | $ 0.07 | $ 0.29 |
Diluted | $ 0.07 | $ 0.29 |
Average shares outstanding: | ||
Basic (in thousands) | 121,358 | 98,200 |
Diluted (in thousands) | 121,401 | 98,207 |
Dividends declared per basic and diluted common share (in dollars per share) | $ 0.20 | $ 0.20 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Comprehensive income | ||
Net earnings | $ 8.4 | $ 28.3 |
Unrealized foreign currency translation adjustment, net of tax | (2.2) | (0.1) |
Pension and other benefit adjustments: | ||
Amortization of net (gain) loss reclassified into general and administrative: other, net of tax | 0.1 | |
Marketable securities: | ||
Unrealized net holding gain arising during the period, net of tax | 0.2 | 0.3 |
Realized net (gain) loss reclassified into investment income, net of tax | (1.7) | |
Equity method investees' cash flow hedge: | ||
Unrealized net holding gain arising during the period, net of tax | (0.5) | |
Realized net loss reclassified into equity in earnings of non-consolidated entities, net of tax | 0.1 | |
Other comprehensive income (loss), net of tax | (1.9) | (1.9) |
Total comprehensive income | $ 6.5 | $ 26.4 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and equivalents | $ 313.1 | $ 207.1 |
Receivables, net | 144.8 | 213.6 |
Assets held for sale | 221.4 | 70.4 |
Other current assets | 211.7 | 192.5 |
Total current assets | 891 | 683.6 |
Property, net | 3,162.2 | 3,035.9 |
Intangible assets, net | 362.6 | 365.1 |
Goodwill | 4,823.7 | 3,933 |
Deferred tax asset | 105.4 | 90.4 |
Other long-term assets | 595.1 | 533.8 |
Total assets | 9,940 | 8,641.8 |
Current liabilities: | ||
Accounts payable | 510.4 | 501.8 |
Accrued expenses and other liabilities | 330.7 | 329 |
Deferred revenues and income | 294.5 | 277.2 |
Current maturities of corporate borrowings and capital and financing lease obligations | 103.2 | 81.2 |
Total current liabilities | 1,238.8 | 1,189.2 |
Corporate borrowings | 4,180 | 3,745.8 |
Capital and financing lease obligations | 613.1 | 609.3 |
Exhibitor services agreement | 553.3 | 359.3 |
Deferred tax liability | 26.6 | 21 |
Other long-term liabilities | 726.5 | 706.5 |
Total liabilities | 7,338.3 | 6,631.1 |
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 March 31, 2017 and December 31, 2016) | 1.1 | 1.1 |
Stockholders' equity: | ||
Additional paid-in capital | 2,237.8 | 1,627.3 |
Treasury stock (36,769 shares as of March 31, 2017 and December 31, 2016, at cost) | (0.7) | (0.7) |
Accumulated other comprehensive income | (4.4) | (2.5) |
Accumulated earnings | 366.5 | 384.4 |
Total stockholders' equity | 2,600.6 | 2,009.6 |
Total liabilities and stockholders' equity | 9,940 | 8,641.8 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock value | 0.6 | 0.3 |
Class B Common Stock | ||
Stockholders' equity: | ||
Common stock value | $ 0.8 | $ 0.8 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Common stock (temporary equity), par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock (temporary equity), shares issued (in shares) | 140,014 | 140,014 |
Common stock (temporary equity), shares outstanding (in shares) | 103,245 | 103,245 |
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) | 54,974,532 | 34,236,561 |
Common stock, shares outstanding (in shares) | 54,974,532 | 34,236,561 |
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 £ in Millions, SEK in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | |
Cash flows from operating activities: | ||
Net earnings | $ 8.4 | $ 28.3 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 125.3 | 60.4 |
Loss NCM charged to merger, acquisition and transaction costs | 22.6 | |
Loss on extinguishment of debt | 0.5 | |
Deferred income taxes | (8.8) | 16.2 |
Amortization of premium on corporate borrowings | (0.3) | 0.1 |
Amortization of deferred charges to interest expense | 2.4 | |
Theatre and other closure expense | 0.9 | 1.5 |
Non-cash portion of stock-based compensation | 0.1 | 1.1 |
Gain on dispositions | (0.2) | (3) |
Repayment of Nordic interest rate swaps | (2.7) | |
Equity in earnings and losses from non-consolidated entities, net of distributions | 21.2 | 6.2 |
Landlord contributions | 25 | 20.3 |
Deferred rent | (10.2) | (7.1) |
Net periodic benefit cost (credit) | 0.1 | 0.2 |
Change in assets and liabilities, excluding acquisitions: | ||
Receivables | 97.8 | 44 |
Other assets | (10.7) | (1.7) |
Accounts payable | (69.9) | (81.5) |
Accrued expenses and other liabilities | (35.9) | (63.2) |
Other, net | 0.4 | 1.1 |
Net cash provided by operating activities | 166 | 22.9 |
Cash flows from investing activities: | ||
Capital expenditures | (161.3) | (57.7) |
Proceeds from disposition of long-term assets | 4 | 5.4 |
Investments in non-consolidated entities | (0.3) | |
Other, net | (1.6) | 0.3 |
Net cash used in investing activities | (743.5) | (51.6) |
Cash flows from financing activities: | ||
Borrowings under (repayments) Revolving Credit Facility | (50) | |
Repayments of Term Loan | (2.2) | (2.2) |
Net proceeds from equity offering | 617.5 | |
Principal payment of Bridge Loan | (350) | |
Principal payments under capital and financing lease obligations | (19.7) | (2.1) |
Deferred financing costs | (27.5) | (0.5) |
Cash used to pay dividends | (26.2) | (19.8) |
Net cash provided by (used in) financing activities | 680.8 | (74.6) |
Effect of exchange rate changes on cash and equivalents | 2.7 | |
Net increase (decrease) in cash and equivalents | 106 | (103.3) |
Cash and equivalents at beginning of period | 207.1 | 211.2 |
Cash and equivalents at end of period | 313.1 | 107.9 |
Cash paid during the period for: | ||
Interest (including amounts capitalized of $0.1 million and $0.0 million) | 39 | 22.5 |
Income taxes paid (refunded), net | 1 | 0.8 |
Schedule of non-cash investing and financing activities: | ||
Receivable from sale of RealD Inc. shares (See Note 3 - Investments) | 13.5 | |
Investment in NCM (See Note 3-Investments) | 235.2 | |
6.375% Senior Subordinated Notes due 2024 | ||
Cash flows from financing activities: | ||
Proceeds from issuance of Senior Subordinated Notes | 327.8 | |
6.125% Senior Subordinated Notes due 2027 | ||
Cash flows from financing activities: | ||
Proceeds from issuance of Senior Subordinated Notes | 475 | |
Term Loan Facility (SEK) | ||
Cash flows from financing activities: | ||
Repayments of Term Loan | (144.4) | |
Term Loan facility (EUR) | ||
Cash flows from financing activities: | ||
Repayments of Term Loan | (169.5) | |
Nordic | ||
Cash flows from investing activities: | ||
Acquisition | (584.4) | |
Carmike | ||
Cash flows from investing activities: | ||
Acquisition | $ 0.1 | |
Starplex Cinemas | ||
Cash flows from investing activities: | ||
Acquisition | $ 0.4 |
CONSOLIDATED STATEMENTS OF CAS7
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
Interest, capitalized | $ 0.1 | $ 0 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2017 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | NOTE 1—BASIS OF PRESENTATION AMC Entertainment Holdings, Inc. (“Holdings”), through its direct and indirect subsidiaries, including American Multi-Cinema, Inc. and its subsidiaries, (collectively with Holdings, unless the context otherwise requires, the “Company” or “AMC”), is principally involved in the theatrical exhibition business and owns, operates or has interests in theatres located in the United States and Europe. Holdings is an indirect subsidiary of Dalian Wanda Group Co., Ltd. (“Wanda”), a Chinese private conglomerate. As of March 31, 2017, Wanda owned approximately 57.93% of Holdings’ outstanding common stock and 80.51% of the combined voting power of Holdings’ outstanding common stock and has the power to control Holdings’ affairs and policies, including with respect to the election of directors (and, through the election of directors, the appointment of management), entering into mergers, sales of substantially all of the Company’s assets and other extraordinary transactions. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but not limited to: (1) Impairments, (2) Film exhibition costs, (3) Income and operating taxes, (4) 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 accompanying unaudited consolidated financial statements include the accounts of Holdings and all subsidiaries, as discussed above, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The accompanying consolidated balance sheet as of December 31, 2016, which was derived from audited financial statements, and the unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, these interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the Company’s financial position and results of operations. All significant intercompany balances and transactions have been eliminated in consolidation. There are no noncontrolling (minority) interests in the Company’s consolidated subsidiaries; consequently, all of its stockholders’ equity, net earnings and total comprehensive income for the periods presented are attributable to controlling interests. Due to the seasonal nature of the Company’s business, results for the quarter ended March 31, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017. The Company manages its business under two reportable segments for its theatrical exhibition operations, U.S. markets and International markets. Presentation: In the Consolidated Balance Sheets, assets held for sale within current assets have been presented separately from other current assets in the current year presentation with conforming reclassifications made for the prior period presentation. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2017 | |
ACQUISITIONS | |
ACQUISITIONS | NOTE 2—ACQUISITIONS Nordic Cinema Group Holding AB On March 28, 2017, the Company completed the acquisition of Nordic Cinema Group Holding AB (“Nordic”) for cash. The purchase price for Nordic was approximately SEK 5,756 million ($654.9 million), which includes payment of interest on the equity value and repayment of shareholder loans. In addition, the Company repaid indebtedness of Nordic of approximately SEK 1,269 million ($144.4 million) and indebtedness of approximately €156 million ($169.5 million) as of March 28, 2017. The Company also repaid approximately SEK 13.5 million ($1.6 million) and approximately €1.0 million ($1.1 million) of interest rate swaps related to the indebtedness. All amounts have been converted into US Dollar amounts assuming an SEK/USD exchange rate of 0.11378 and an EUR/USD exchange rate of 1.0865, which were the exchange rates on March 27, 2017. As of March 31, 2017, Nordic operates 71 theatres, 467 screens, and approximately 67,000 seats in nearly 50 large and medium-sized cities in the Nordic and Baltic nations, and holds a substantial minority investment in another 51 associated theatres with 216 screens, to which Nordic provides a variety of shared services. Nordic is the largest theatre operator in Scandinavia, and the Nordic and Baltic Regions of Europe. Nordic operates in seven countries in the northern region of Europe: Sweden, Finland, Estonia, Latvia, Lithuania, Norway, and Denmark. 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 Quarterly Report on Form 10-Q, 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 millions) Total Cash $ 70.5 Receivables 25.0 Other current assets 14.0 Property (1) 89.8 Intangible assets (1) — Goodwill (2) 872.1 Deferred tax asset 5.5 Other long-term assets 41.0 Accounts payable (30.3) Accrued expenses and other liabilities (26.5) Deferred revenues and income (43.5) Term Loan Facility (SEK) (144.4) Term Loan Facility (EUR) (169.5) Capital lease and financing lease obligations (1)(3) (29.2) Deferred tax liability (5.2) Other long-term liabilities (14.4) Total estimated purchase price $ 654.9 (1) The Company has not yet determined fair values of property, intangibles or capital and financing lease obligations acquired, therefore the carrying value is the preliminary purchase price allocation. (2) Amounts recorded for goodwill are not expected to be deductible for tax purposes. (3) Including current portion of approximately $4.2 million. 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. Pro forma financial information is not presented because it would be impracticable due to the short period of time between acquisition date and issuance of this Quarterly Report on Form 10-Q. In addition, as Nordic was acquired on March 28, 2017, the revenues and operating results for the 4 day period included in the quarter ended March 31, 2017 were not material. The purchase price paid by the Company in the acquisition resulted in recognition of goodwill because it exceeded the estimated fair value of the assets acquired and liabilities assumed. The Company paid a price in excess of estimated fair value of the assets acquired and liabilities assumed because the acquisition of Nordic enhances its position as the largest movie exhibition company in Europe and broadens and diversifies its European platform. The Company also expects to realize synergy and cost savings related to the acquisition because of purchasing and procurement economies of scale. During the quarter ended March 31, 2017, the Company incurred acquisition-related costs for Nordic of approximately $7.6 million, which were included in general and administrative expense: merger, acquisition and transaction costs in the Consolidated Statements of Operations. Odeon and UCI Cinemas Holdings Limited. On November 30, 2016, the Company completed the acquisition of Odeon and UCI Cinemas Holdings Limited. (“Odeon”) for approximately £510.4 million ($637.1 million) comprised of cash of approximately £384.8 million ($480.3 million) and 4,536,466 shares of the Company’s Class A common stock with a fair value of approximately £125.6 million ($156.7 million) 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. As of November 30, 2016, Odeon operated 244 theatres and 2,243 screens in four major European 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 the Annual Report on Form 10-K filed March 10, 2017, 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 millions) November 30, 2016 Changes March 31, 2017 Cash $ 41.6 $ — $ 41.6 Receivables 26.2 — 26.2 Other current assets 58.1 — 58.1 Property (1) 755.9 (17.8) 738.1 Intangible assets (2) 112.1 — 112.1 Goodwill (3) 898.6 18.2 916.8 Deferred tax asset 18.7 — 18.7 Other long-term assets 29.6 — 29.6 Accounts payable (78.9) — (78.9) Accrued expenses and other liabilities (118.2) — (118.2) Deferred revenues and income (20.4) — (20.4) 9% Senior Secured Note GBP due 2018 (382.9) — (382.9) 4.93% Senior Secured Note EUR due 2018 (213.7) — (213.7) Capital lease and financing lease obligations (5) (365.3) (0.4) (365.7) Deferred tax liability (21.3) — (21.3) Other long-term liabilities (4) (103.0) — (103.0) Total estimated purchase price $ 637.1 $ — $ 637.1 (1) Amounts recorded for property include land, buildings, capital lease assets, leasehold improvements, furniture, fixtures and equipment. Amounts include approximately $7.6 million classified as held for sale in the Company’s Consolidated Balance Sheets. During the quarter ended March 31, 2017, the Company recorded measurement period adjustments primarily related to the preliminary valuation of property and financing lease obligations. (2) Amounts recorded for intangible assets include favorable leases, management agreements and a trade name. (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 approximately $48.3 million. (5) Including current portion of approximately $26.3 million. 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. The purchase price paid by the Company in the acquisition resulted in recognition of goodwill because it exceeded the estimated fair value of the assets acquired and liabilities assumed. The Company paid a price in excess of estimated fair value of the assets acquired and liabilities assumed because the acquisition of Odeon allows considerable opportunity in the European markets where it operates to leverage theatre renovations, including power recliners enhanced food and beverage offerings and premium large format experiences, among others, to drive future growth and value. Odeon also provides the Company with a strong and scalable platform to pursue future international growth opportunities. The Company also expects to realize synergy and cost savings related to the acquisition because of purchasing and procurement economies of scale. During the quarter ended March 31, 2017, the Company incurred acquisition-related costs for Odeon of approximately $3.7 million, which were included in general and administrative expense: merger, acquisition and transaction costs in the Consolidated Statements of Operations. The revenues and net earnings for the International markets segment for the year-ended December 31, 2016 were $118.8 million and $15.6 million, respectively, which primarily consisted of the Odeon operations. Carmike Cinemas, Inc. On December 21, 2016, the Company completed the acquisition of Carmike Cinemas, Inc. (“Carmike”) for approximately $858.2 million comprised of cash of approximately $584.3 million and 8,189,808 shares of the Company’s Class A common stock with a fair value of approximately $273.9 million (based on a closing share price of $33.45 per share on December 20, 2016). The Company also assumed debt of $230.0 million aggregate principal amount of 6.00% Senior Secured Notes due June 15, 2023 (the “Senior Secured Notes due 2023”). As of December 21, 2016, Carmike operated 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 the Annual Report on Form 10-K filed March 10, 2017, 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 millions) December 21, 2016 Changes March 31, 2017 Cash $ 86.5 $ 0.1 $ 86.6 Receivables 12.3 — 12.3 Other current assets 14.2 — 14.2 Property (1) 719.6 (0.4) 719.2 Intangible assets (2) 25.9 — 25.9 Goodwill (3) 624.8 0.3 625.1 Other long-term assets 19.4 — 19.4 Accounts payable (37.0) — (37.0) Accrued expenses and other liabilities (53.0) — (53.0) Deferred revenues and income (19.9) — (19.9) Deferred tax liability (19.5) — (19.5) 6% Senior Secured Notes due 2023 (242.1) — (242.1) Capital and financing lease obligations (5) (222.0) — (222.0) Other long-term liabilities (4) (51.0) — (51.0) Total estimated purchase price $ 858.2 $ — $ 858.2 (1) Amounts recorded for property includes land, buildings, capital lease assets, leasehold improvements, furniture, fixtures and equipment. During the quarter ended March 31, 2017, the Company sold one theatre and reduced the carrying value to fair value. Amounts include approximately $14.1 million classified as held for sale in the Company’s Consolidated Balance Sheets. (2) Amounts recorded for intangible assets include favorable lease and trade name. (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 approximately $50.4 million. (5) Including current portion of approximately $30.4 million. 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. The purchase price paid by the Company in the acquisition resulted in recognition of goodwill because it exceeded the estimated fair value of the assets acquired and liabilities assumed. The Company paid a price in excess of estimated fair value of the assets acquired and liabilities assumed because the acquisition of Carmike increased and diversified its domestic footprint and made the Company the largest theatre operator in the United States in terms of revenues and offers a unique opportunity to introduce guest-focused strategic initiatives to millions of Carmike’s movie-goers. The Company also expects to realize significant synergy and cost savings related to the acquisition because 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. During the quarter ended March 31, 2017, the Company incurred acquisition-related costs for Carmike of approximately $5.9 million, which were included in general and administrative expense: merger, acquisition and transaction costs in the Consolidated Statements of Operations. Carmike was acquired on December 21, 2016 and the Company immediately began integrating the operations. The revenues for the 11 day period included in the year-end December 31, 2016 were not material. 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 (as of March 31, 2017, theatre assets held for sale related to divestitures were $33.4 million); establish firewalls to ensure the Company does not obtain National CineMedia, LLC’s (“NCM” or “NCM LLC”), 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 extend 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 (as of March 31, 2017, the Company classified a portion of its investment in NCM as assets held for sale of $188.0 million); (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. Goodwill activity is presented below: (In millions) Total Balance as of December 31, 2016 $ 3,933.0 Acquisition of Nordic 872.1 Adjustments to acquisition of Odeon Cinemas (see table above) 18.2 Adjustments to acquisition of Carmike Cinemas (see table above) 0.3 Effect of foreign currency exchange 0.1 Balance as of March 31, 2017 $ 4,823.7 |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Mar. 31, 2017 | |
INVESTMENTS | |
INVESTMENTS | NOTE 3—INVESTMENTS Investments in non-consolidated affiliates and certain other investments accounted for under the equity method generally include all entities in which the Company or its subsidiaries have significant influence, but not more than 50% voting control, and are recorded in the Consolidated Balance Sheets in other long-term assets. Investments in non-consolidated affiliates as of March 31, 2017, include a 24.7% interest in NCM, a 29% interest in Digital Cinema Implementation Partners, LLC (“DCIP”), a 14.6% interest in Digital Cinema Distribution Coalition, LLC (“DCDC”), a 50% interest in Open Road Releasing, LLC, operator of Open Road Films, LLC (“Open Road Films”), a 32% interest in AC JV, LLC (“AC JV”), owner of Fathom Events, a 16.8% interest in SV Holdco, owner of Screenvision, a 50% interest in Digital Cinema Media (“DCM”), 50% interest in five U.S. motion picture theatres and one IMAX ® screen and approximately 50% interest in 51 theatres in Europe acquired in the Nordic acquisition. Indebtedness held by equity method investees is non-recourse to the Company. RealD Inc. Common Stock. During the quarter ended March, 31, 2016, the Company sold all of its 1,222,780 shares in RealD Inc. and recognized a gain on sale of $3.0 million. Equity in Earnings (Losses) of Non-Consolidated Entities Aggregated condensed financial information of the Company’s significant non-consolidated equity method investments is shown below: Quarter Ended (In millions) March 31, 2017 March 31, 2016 Revenues $ 117.4 $ 116.8 Operating costs and expenses 101.1 105.8 Net earnings $ 16.3 $ 11.0 The components of the Company’s recorded equity in earnings (losses) of non-consolidated entities are as follows: Quarter Ended (In millions) March 31, 2017 March 31, 2016 National CineMedia, LLC $ (6.0) $ (2.1) Digital Cinema Implementation Partners, LLC 7.4 5.8 Other (3.7) 0.5 The Company’s recorded equity in earnings (loss) $ (2.3) $ 4.2 NCM Transactions. As of March 31, 2017, the Company owns 37,992,630 common membership units, or a 24.7% interest, in NCM LLC and 200,000 common shares of NCM, Inc. The estimated fair market value of the common units in NCM LLC and the common stock investment in NCM, Inc. was approximately $482.4, million based on the publically quoted price per share of NCM, Inc. on March 31, 2017 of $12.63 per share. The Company recorded the following related party transactions with NCM: As of As of (In millions) March 31, 2017 December 31, 2016 Due from NCM for on-screen advertising revenue $ 2.7 $ 2.6 Due to NCM for Exhibitor Services Agreement 1.3 1.4 Promissory note payable to NCM 4.2 4.2 Quarter Ended (In millions) March 31, 2017 March 31, 2016 Net NCM screen advertising revenues $ 11.6 $ 10.5 NCM beverage advertising expense 1.9 1.5 The Company recorded the following changes in the carrying amount of its investment in NCM and equity in losses of NCM during the quarter ended March 31, 2017: Accumulated G&A: Mergers Exhibitor Other and Investment Services Comprehensive Cash Equity in Acquisitions Advertising (In millions ) in NCM(1) Agreement(2) (Income) Received (Earnings)/Loss Expense (Revenue) Ending balance at December 31, 2016 $ 323.9 $ (359.2) $ (4.0) Receipt of common units (5) 235.2 (235.2) — Receipt of excess cash distributions (12.3) — — $ 12.3 $ — $ — $ — Surrender of common units for transferred theatres (36.4) 35.7 — — 0.7 — — Surrender of common units for make whole agreement (23.1) — — — 0.5 22.6 — Impairment - held for sale (1.9) — — — 1.9 — — Amortization of ESA — 5.1 — — — — (5.1) Equity in earnings and loss from amortization of basis difference (3)(4) (2.9) — — — 2.9 — — For the period ended or balance as of March 31, 2017 $ 482.5 $ (553.6) $ (4.0) $ 12.3 $ 6.0 $ 22.6 $ (5.1) (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 17,323,782 — Additional units received in the quarter ended June 30, 2013 — 1,728,988 Additional units received in the quarter ended June 30, 2014 — 141,731 Additional units received in the quarter ended June 30, 2015 — 469,163 Additional units received in the quarter ended December 31, 2015 — 4,399,324 Units exchanged for NCM, Inc. shares in December 2015 — (200,000) Additional units received in the quarter ended March 31, 2017 — 18,787,315 Surrender of units for transferred theatres in March 2017 — (2,850,453) Surrender of units for exclusivity waiver in March 2017 — (1,807,220) Ending balance at March 31, 2017 17,323,782 20,668,848 (a) The additional units received in June 2013, June 2014, June 2015, December 2015, and March 2017 were measured at fair value (Level 1) using NCM, Inc.’s stock price of $15.22, $15.08, $14.52, $15.75 and $12.52, respectively. (2) Represents the unamortized portion of the Exhibitor Services Agreement (“ESA”) with NCM. Such amounts are being amortized to other theatre revenues over the remainder of the 30 year term of the ESA ending in 2036, using a units-of-revenue method, as described in ASC 470-10-35 (formerly EITF 88-18, Sales of Future Revenues ). (3) Represents percentage ownership of NCM’s earnings on both Tranche 1 and Tranche 2 Investments. (4) Certain differences between the Company’s carrying value and the Company’s share of NCM’s membership equity have been identified and are amortized to equity in earnings over the respective lives of the assets and liabilities. (5) The Company recorded an impairment charge of $1.9 million to reduce the carrying value of these units to Level 1 fair value as of March 31, 2017. The Company recorded $5.5 million and $7.2 million in investment income, net of related amortization for the NCM tax receivable agreement intangible asset during the quarters ended March 31, 2017, and March 31, 2016, respectively. 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, as discussed in Note 2 – Acquisitions. Pursuant to the agreement, the Company received 18,425,423 NCM common units in March 2017 related to annual attendance at the Carmike theatres and 361,892 NCM common units related to the 2016 common unit adjustment. 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 returned 2,850,453 NCM common units to NCM in March 2017, 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 returned 1,807,220 additional NCM common units (valued at $22.6 million) in exchange for a waiver of exclusivity by NCM as to the required transferred theatres for the term of the final judgment, which was classified as General and administrative: Merger, acquisition and transaction costs when the common units were returned to NCM during the quarter ended March 31, 2017. The Company recorded a loss of $1.2 million on the return of NCM common units as per the Common Unit Adjustment Agreement and exclusivity waiver for the difference between the average carrying value of the units and the fair value on the date of return. As a result of the agreement, the Company received 14,129,642 net additional NCM common units, valued at $176.9 million based on the market price of NCM, Inc. stock on March 16, 2017 of $12.52. Due to the structure of the transactions, the Company will no longer anticipate recognizing taxable gain upon receipt of new NCM common units. The Company has also agreed to reimburse NCM up to $1.0 million for expenses related to the negotiation of this agreement. The Company has classified 14,887,453 NCM common units (approximately $188.0 million) as held for sale as of March 31, 2017, which it must sell before December 20, 2017 to reach the 15% ownership level discussed above in the Department of Justice Final Judgment. The Company recorded an impairment charge of $1.9 million to reduce the carrying value of these units to Level 1 fair value as of March 31, 2017. Digital Cinema Media. 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 March 31, 2017, the Company recorded revenue of $5.4 million and a receivable as of March 31, 2017 of $1.3 million for cinema advertising. DCIP Transactions. The Company pays equipment rent monthly and records the equipment rental expense on a straight-line basis over 12 years. The Company recorded the following related party transactions with DCIP: As of As of (In millions) March 31, 2017 December 31, 2016 Due from DCIP for equipment and warranty purchases $ 2.3 $ 2.1 Deferred rent liability for digital projectors 8.3 8.4 Quarter Ended (In millions) March 31, 2017 March 31, 2016 Digital equipment rental expense $ 1.5 $ 1.2 Open Road Films Transactions. During the quarter ended March 31, 2017, the Company recorded additional equity losses in Open Road of $4.7 million related to certain advances to and on behalf of Open Road. The losses would be reversed upon reimbursement by Open Road and expiration of guarantees. The Company’s share of cumulative losses from Open Road Films in excess of the Company’s capital commitment was $40.4 million as of March 31, 2017 and $43.7 million as of December 31, 2016. The Company committed to fund additional amounts to Open Road on April 18, 2017 of $5.0 million. The Company recorded the following related party transactions with Open Road Films: As of As of (In millions) March 31, 2017 December 31, 2016 Due from Open Road Films $ 2.8 $ 4.8 Film rent payable to Open Road Films 1.3 0.1 Quarter Ended (In millions) March 31, 2017 March 31, 2016 Film exhibition costs: Gross film exhibition cost on Open Road Films $ 4.3 $ 3.6 AC JV Transactions. The Company recorded the following related party transactions with AC JV: As of As of (In millions) March 31, 2017 December 31, 2016 Due from AC JV $ — $ — Due to AC JV for Fathom Events programming 1.4 0.6 Quarter Ended (In millions) March 31, 2017 March 31, 2016 Film exhibition costs: Gross exhibition cost on Fathom Events programming $ 3.6 $ 2.0 |
CORPORATE BORROWINGS
CORPORATE BORROWINGS | 3 Months Ended |
Mar. 31, 2017 | |
CORPORATE BORROWINGS | |
CORPORATE BORROWINGS | NOTE 4—CORPORATE BORROWINGS A summary of the carrying value of corporate borrowings and capital and financing lease obligations is as follows: (In millions) March 31, 2017 December 31, 2016 Senior Secured Credit Facility-Term Loan due 2022 (3.66% as of March 31, 2017) $ 869.6 $ 871.8 Senior Secured Credit Facility-Term Loan due 2023 (3.73% as of March 31, 2017) 500.0 500.0 Bridge Loan Agreement due 2017 (7.0% as of March 31, 2017) — 350.0 5% Promissory Note payable to NCM due 2019 4.2 4.2 5.875% Senior Subordinated Notes due 2022 375.0 375.0 6.0% Senior Secured Notes due 2023 230.0 230.0 6.375% Senior Subordinated Notes due 2024 (£500 million par value) 626.8 308.4 5.75% Senior Subordinated Notes due 2025 600.0 600.0 5.875% Senior Subordinated Notes due 2026 595.0 595.0 6.125% Senior Subordinated Notes due 2027 475.0 — Capital and financing lease obligations, 5.75% - 11.5% 701.1 675.4 Deferred charges (108.1) (82.9) Premiums and (discounts) 27.7 9.4 4,896.3 4,436.3 Less: current maturities (103.2) (81.2) $ 4,793.1 $ 4,355.1 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 $350.0 million of interim bridge loans (the “Interim Bridge Loans”) on December 21, 2016 under the Bridge Loan Agreement and recorded approximately $4.4 million 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 Interim Bridge Loans of $350.0 million with a portion of the proceeds from its public offering of shares of Holdings Class A common stock, as discussed in Note 5 – Stockholders’ Equity, and recorded a loss of $0.4 million in Other income. Notes Due 2027 On March 17, 2017, the Company issued $475.0 million aggregate principal amount of its 6.125% Senior Subordinated Notes due 2027 (the "Notes due 2027"). The Company recorded deferred financing costs of approximately $18.5 million related to the issuance of the Notes due 2027. The Notes due 2027 mature on May 15, 2027. The Company will pay interest on the Notes due 2027 at 6.125% per annum, semi-annually in arrears on May 15th and November 15th, commencing on November 15, 2017. The Company may redeem some or all of the Notes due 2027 at any time on or after May 15, 2022 at 103.063% of the principal amount thereof, declining ratably to 100% of the principal amount thereof on or after May 15, 2025, plus accrued and unpaid interest to the redemption date. In addition, the Company may redeem up to 35% of the aggregate principal amount of the Notes due 2027 using net proceeds from certain equity offerings completed on or prior to May 15, 2020 at a redemption price as set forth in the indenture governing the Notes due 2027. The Company may redeem some or all of the Notes due 2027 at any time prior to May 15, 2022 at a redemption price equal to 100% of their aggregate principal amount and accrued and unpaid interest to, but not including, the date of redemption, plus an applicable make-whole premium. The Company used the net proceeds from the Notes due 2027 private offering to pay a portion of the consideration for the acquisition of Nordic plus related refinancing of Nordic debt assumed in the acquisition. The Notes due 2027 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 Nordic acquisition on March 28, 2017, neither Nordic or any of its subsidiaries guaranteed the Notes due 2027. The indenture governing the Notes due 2027 contains covenants limiting other indebtedness, dividends, purchases or redemptions of stock, transactions with affiliates, and mergers and sales of assets. On March 17, 2017, in connection with the issuance of the Notes due 2027, the Company entered into a registration rights agreement. Subject to the terms of the registration rights agreement, the Company is required to (1) file one or more registration statements 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. The Company filed its Form S-4 registration statement related to the registration rights agreement with the Securities and Exchange Commission on April 19, 2017. Sterling Notes Due 2024 On March 17, 2017, the Company issued £250.0 million additional aggregate principal amount of its 6.375% Senior Subordinated Notes due 2024 (the "Sterling Notes due 2024") at 106% plus accrued interest from November 8, 2016 in a private offering. These additional Sterling Notes due 2024 were offered as additional notes under an indenture pursuant to which the Company had previously issued and has outstanding £250.0 million aggregate principal amount of its 6.375% Sterling Notes due 2024. The Company recorded deferred financing costs of approximately $12.4 million related to the issuance of the additional 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. Interest on the additional Sterling Notes will accrue from November 8, 2016. 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. In addition, the Company may redeem up to 35% of the aggregate principal amount of the Sterling Notes due 2024 using net proceeds from certain equity offerings completed on or prior to November 15, 2019. 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 additional Sterling Notes to pay a portion of the consideration for the acquisition of Nordic plus related refinancing of Nordic 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 Nordic acquisition on March 28, 2017, neither Nordic or any of its subsidiaries guaranteed 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 March 17, 2017, in connection with the issuance of the additional 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 one or more registration statements with the SEC not later than 270 days from November 8, 2016 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 November 8, 2016. The Company filed its Form S-4 registration statement related to the registration rights agreement with the Securities and Exchange Commission on April 19, 2017. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2017 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 5—STOCKHOLDERS’ EQUITY Common Stock Rights and Privileges The rights of the holders of Holdings’ Class A common stock and Holdings’ Class B common stock are identical, except with respect to voting and conversion applicable to the Class B common stock. Holders of Holdings’ Class A common stock are entitled to one vote per share and holders of Holdings’ Class B common stock are entitled to three votes per share. Holders of Class A common stock and Class B common stock will share ratably (based on the number of shares of common stock held) in any dividend declared by the board of directors, subject to any preferential rights of any outstanding preferred stock. The Class A common stock is not convertible into any other shares of Holdings’ capital stock. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock shall convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain transfers described in Holdings’ certificate of incorporation. Dividends The following is a summary of dividends and dividend equivalents paid to stockholders during the quarter ended March 31, 2017: Amount per Total Amount Share of Declared Declaration Date Record Date Date Paid Common Stock (In millions) February 14, 2017 March 13, 2017 March 27, 2017 $ 0.20 $ 26.2 During the quarter ended March 31, 2017, the Company paid dividends and dividend equivalents of $26.2 million decreased additional paid-in capital for 191,096 shares surrendered to pay payroll and income taxes by $6.4 million and accrued $0.1 million for the remaining unpaid dividends at March 31, 2017. The aggregate dividends paid for Class A common stock and Class B common stock, were approximately $11.0 million and $15.2 million, respectively, the dividend equivalents accrued were $0.1 million, during the quarter ended March 31, 2017. On April 27, 2017, Holdings’ Board of Directors declared a cash dividend in the amount of $0.20 per share of Class A and Class B common stock, payable on June 19, 2017 to stockholders of record on June 5, 2017. 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 ($600.0 million), resulting in net proceeds of $579.0 million after underwriters commission. The Company used a portion of the net proceeds to repay the aggregate principal amount of the Interim Bridge Loan of $350.0 million. 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 ($40.4 million), resulting in net proceeds of $39.0 million, pursuant to the partial exercise of the over-allotment option granted to the underwriters. The Company used the net proceeds for general corporate purposes. Related Party Transactions As of March 31, 2017 and December 31, 2016, the Company recorded a receivable due from Wanda of $0.2 million and $10.6 million, respectively, for reimbursement of general administrative and other expense incurred on behalf of Wanda and a pledged capital contribution. During the quarter ended March 31, 2017, the Company accrued $0.1 million for general and administrative fees due from Wanda. In December 2016, Wanda agreed to make a capital contribution of $10.0 million 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. 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. On February 13, 2017, in connection with the additional public offering of Class A common stock, Adam Aron, Chief Executive Officer of AMC, purchased 31,747 shares of our Class A common stock at a price of $31.50 per share on the same terms as the other purchasers in the offering. Temporary Equity Certain members of management have the right to require Holdings to repurchase the Class A common stock held by them under certain limited circumstances pursuant to the terms of a stockholders agreement. Beginning on January 1, 2016 (or upon the termination of a management stockholder’s employment by the Company without cause, by the management stockholder for good reason, or due to the management stockholder’s death or disability) management stockholders will have the right, in limited circumstances, to require Holdings to purchase shares that are not fully and freely tradeable at a price equal to the price per share paid by such management stockholder with appropriate adjustments for any subsequent events such as dividends, splits, or combinations. The shares of Class A common stock, subject to the stockholder agreement, are classified as temporary equity, apart from permanent equity, as a result of the contingent redemption feature contained in the stockholder agreement. The Company determined the amount reflected in temporary equity for the Class A common stock based on the price paid per share by the management stockholders and Wanda on August 30, 2012, the date Wanda acquired Holdings. Stock-Based Compensation Holdings adopted a stock-based compensation plan in December of 2013. The Company recognized stock-based compensation expense of $0.1 million and $1.1 million within general and administrative: other during the quarter ended March 31, 2017 and March 31, 2016, respectively. The Company’s financial statements reflect an increase to additional paid-in capital related to stock-based compensation of $0.1 million during the quarter ended March 31, 2017. During the quarter ended March 31, 2017, the Company determined that achieving the three-year performance thresholds of the 2016 Performance Stock Units was improbable and reversed $2.0 million of stock-based compensation expense and ceased accruing any additional expense on these units. If the Company later determines that the performance thresholds of the 2016 Performance Stock Units is probable, then historical expense would be reinstated and accruals would resume. As of March 31, 2017, including the 2017 grants, there was approximately $26.0 million of total estimated unrecognized compensation cost, assuming attainment of the performance targets at 100%, related to stock-based compensation arrangements expected to be recognized during the remainder of calendar 2017, calendar 2018, and calendar 2019. The Company expects to recognize compensation cost of $12.7 million, $8.8 million, and $4.5 million during the remainder of calendar 2017 and during each calendar 2018 and calendar 2019, respectively. 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 March 31, 2017, the aggregate number of shares of Holdings’ common stock remaining available for grant was 7,240,752 shares. Awards Granted in 2017 On March 31, 2017, Holdings’ Board of Directors approved awards of stock, restricted stock units (“RSUs”), and performance stock units (“PSUs”) to certain of the Company’s employees and directors under the 2013 Equity Incentive Plan. The fair value of the stock at the grant date of March 31, 2017, was $31.45 per share and was based on the closing price of Holdings’ stock. The award agreements generally had the following features: · Stock Award: On March 31, 2017, five members of Holdings’ Board of Directors were granted awards of 13,684 fully vested shares of Class A common stock in the aggregate. The Company recognized approximately $0.4 million of expense in general and administrative: other expense during the quarter ended March 31, 2017, in connection with these share grants. · Restricted Stock Unit Awards: On March 31, 2017, RSU awards of 189,109 units were granted to certain members of management. Each RSU represents the right to receive one share of Class A common stock at a future date. The RSUs vest over 3 years with 1/3 vesting on each of January 2, 2018, 2019, and 2020. The RSUs will be settled within 30 days of vesting. A dividend equivalent equal to the amount paid in respect of one share of Class A common stock underlying the RSUs began to accrue with respect to the RSUs on the date of grant. Such accrued dividend equivalents are paid to the holder upon vesting of the RSUs. The grant date fair value was approximately $5.9 million based on a stock price of $31.45 on March 31, 2017. The Company did not recognize any expense in general and administrative: other expense during the quarter ended March 31, 2017, in connection with these awards and expects to recognize approximately $2.0 million in general and administrative: other expense during the year ending December 31, 2017. On March 31, 2017, RSU awards of 129,214 units were granted to certain executive officers covered by Section 162(m) of the Internal Revenue Code. The RSUs will be forfeited if Holdings does not achieve a specified cash flow from operating activities target for each of the years ending December 31, 2017, 2018 and 2019. The RSUs vest over 3 years with 1/3 vesting in each of 2018, 2019 and 2020 upon certification that the cash flow from operating activities target was met for the previous year. 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 approximately $4.1 million based on the probable outcome of the performance targets and a stock price of $31.45 on March 31, 2017. The Company did not recognize any expense in general and administrative: other expense during the quarter ended March 31, 2017, in connection with these awards and expects to recognize approximately $1.4 million in general and administrative: other expense during the year ending December 31, 2017. · Performance Stock Unit Award: On March 31, 2017, PSU awards were granted to certain members of management and executive officers, with three year cumulative adjusted EBITDA, diluted earnings per share, and net profit performance target conditions and service conditions, covering a performance period beginning January 1, 2017 and ending on December 31, 2019. The PSUs will vest based on achieving 80% to 120% of the performance targets with the corresponding vested unit amount ranging from 30% to 200%. If the performance target is met at 100%, the PSU awards granted on March 31, 2017 will vest at 318,323 units. No PSUs will vest if Holdings does not achieve the three year cumulative adjusted EBITDA, diluted earnings per share, and net profit minimum performance target. Additionally, unvested PSU’s shall be ratably forfeited upon termination of service prior to December 31, 2019. If service terminates prior to January 2, 2018, all unvested PSU’s shall be forfeited, if service terminates prior to January 2, 2019, 2/3 of unvested PSU’s shall be forfeited and if service terminates prior to January 2, 2020, 1/3 of unvested PSU’s shall be forfeited. The vested PSUs will be settled within 30 days of vesting which will occur upon certification of performance results. 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. The Company did not recognize any expense for these awards during the quarter ended March 31, 2017 and expects to recognize approximately $5.7 million in general and administrative: other expense during the year ending December 31, 2017, following the graded-vesting method of expense recognition (front loaded). The grant date fair value was approximately $10.0 million based on the probable outcome of the performance conditions at 100% and a stock price of $31.45 on March 31, 2017. · Performance Stock Unit Transition Award: In recognition of the shift from one year to three year performance periods for annual equity awards in 2016, on March 31, 2017, PSU transition awards were granted to certain members of management and executive officers, with 2017 adjusted EBITDA, diluted earnings per share, and net profit performance target conditions and service condition, covering a performance period beginning January 1, 2017 and ending on December 31, 2017. The PSUs will vest based on achieving 80% to 120% of the performance target with the corresponding vested unit amount ranging from 30% to 150%. If the performance target is met at 100%, the transition PSU awards granted on March 31, 2017 will vest at 39,908 units. No PSUs will vest if Holdings does not achieve the adjusted EBITDA, diluted earnings per share, and net profit performance target conditions 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 which will occur upon certification of performance results. 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. The Company did not recognize any expense for these awards during the quarter ended March 31, 2017 and expects to recognize approximately $1.3 million in general and administrative: other expense during the year ending December 31, 2017, assuming attainment of the performance targets at 100%. The grant date fair value was $1.3 million based on the probable outcome of the performance condition at 100% and a stock price of $31.45 on March 31, 2017. The following table represents the nonvested RSU and PSU activity for the quarter ended March 31, 2017: Weighted Average Shares of RSU Grant Date and PSU Fair Value Beginning balance at January 1, 2017 556,510 $ 24.88 Granted 690,238 31.45 Vested (92,722) 24.88 Forfeited (370) 24.88 Nonvested at March 31, 2017 1,153,656 $ 28.81 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2017 | |
INCOME TAXES | |
INCOME TAXES | NOTE 6—INCOME TAXES The Company’s effective income tax rate is based on expected income, statutory rates and tax planning opportunities available in the various jurisdictions in which it operates. For interim financial reporting, the Company estimates the annual income tax rate based on projected taxable income for the full year and records a quarterly income tax provision or benefit in accordance with the anticipated annual rate, adjusted for discrete items, if any. The Company refines the estimates of the year’s taxable income as new information becomes available, including actual year-to-date financial results. This continual estimation process often results in a change to the expected effective income tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected income tax rate. Significant judgment is required in determining the effective tax rate and in evaluating tax positions. The Company recognizes income tax-related interest expense and penalties as income tax expense and general and administrative expense, respectively. The domestic effective tax rate based on the projected annual taxable income for the year ending December 31, 2017 is 39.5%. The international effective tax rate based on projected annual taxable income is 4.0% based on existing tax laws as of March 31, 2017. The International effective rate is significantly lower due to a valuation allowance posted against deferred tax assets in various European jurisdictions. During the quarter ending March 31, 2017, the Company recorded a discrete tax benefit related to excess tax benefits recognized under ASU 2016-09 of approximately $2.7 million. The discrete item reduces the Company’s domestic annual effective rate for the year to 36.5% and increases the actual domestic rate for the quarter ended March 31, 2017 to 53.3%. The effective tax rate for the quarter ended March 31, 2016 was 39.0%. The Company’s consolidated tax rate for the quarter ended March 31, 2017 differs from the statutory tax rate primarily due to the foreign tax rate differential driven by the valuation allowance as discussed above, the domestic discrete item, state income taxes, permanent items and credits. Tax contingencies and other income tax liabilities were $14.2 million and $12.7 million as of March 31, 2017 and December 31, 2016, respectively, and are included in other long-term liabilities. This increase relates primarily to state income taxes and state income tax credits. The Company closed an Internal Revenue Service (“IRS”) audit for tax years 2007 to 2009 during the fourth quarter of 2016 which effectively settled uncertain tax positions for periods prior to 2007, for which it had previously recorded a reserve. The tax exposure was settled earlier than anticipated and the reserve release resulted in a $19.2 million income tax benefit recognized in the fourth quarter of 2016. The Company also continues to be subject to examination by the IRS and tax year 2011 is currently under extended statute. The Company believes its allowances for income tax contingencies are adequate. Based on the information currently available, the Company does not anticipate a material (or significant) increase or decrease to its tax contingencies within the next 12 months. The Company is subject to income tax in many jurisdictions outside the U.S. The Company’s operations in certain jurisdictions remain subject to examination for tax years 2013 to 2016, some of which are currently under audit by local tax authorities. The resolutions of these audits are not expected to be material to the Company’s consolidated financial statements. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2017 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 7—FAIR VALUE MEASUREMENTS Fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the entity transacts business. The inputs used to develop these fair value measurements are established in a hierarchy, which ranks the quality and reliability of the information used to determine the fair values. The fair value classification is based on levels of inputs. Assets and liabilities that are carried at fair value are classified and disclosed in one of the following categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. Recurring Fair Value Measurements. The following table summarizes the fair value hierarchy of the Company’s financial assets carried at fair value on a recurring basis as of March 31, 2017: Fair Value Measurements at March 31, 2017 Using Total Carrying Significant Value at Quoted prices in Significant other unobservable March 31, active market observable inputs inputs (In millions) 2017 (Level 1) (Level 2) (Level 3) Other long-term assets: Money market mutual funds $ 0.2 $ 0.2 $ — $ — Equity securities, available-for-sale: Mutual fund large U.S. equity 2.7 2.7 — — Mutual fund small/mid U.S. equity 3.2 3.2 — — Mutual fund international 1.0 1.0 — — Mutual fund balanced 0.6 0.6 — — Mutual fund fixed income 1.4 1.4 — — Total assets at fair value $ 9.1 $ 9.1 $ — $ — (1) The investments relate to a non-qualified deferred compensation arrangement on behalf of certain management. The Company has an equivalent liability for this related-party transaction recorded in other long-term liabilities for the deferred compensation obligation. Valuation Techniques. The Company’s money market mutual funds are invested in funds that seek to preserve principal, are highly liquid, and therefore are recorded on the balance sheet at the principal amounts deposited, which equals fair value. The equity securities, available-for-sale, primarily consist of common stock and mutual funds invested in equity, fixed income, and international funds and are measured at fair value using quoted market prices. See Note 9 — Accumulated Other Comprehensive Income for the unrealized gain on the equity securities recorded in accumulated other comprehensive income. Other Fair Value Measurement Disclosures. The Company is required to disclose the fair value of financial instruments that are not recognized at fair value in the statement of financial position for which it is practicable to estimate that value: Fair Value Measurements at March 31, 2017 Using Significant other Significant Total Carrying Quoted prices in observable unobservable Value at active market inputs inputs (In millions) March 31, 2017 (Level 1) (Level 2) (Level 3) Current maturities of corporate borrowings $ 15.2 $ — $ 14.2 $ 1.4 Corporate borrowings 4,180.0 — 4,362.3 2.8 Valuation Technique. Quoted market prices and observable market based inputs were used to estimate fair value for Level 2 inputs. The Level 3 fair value measurement represents the transaction price of the corporate borrowings under market conditions. |
THEATRE AND OTHER CLOSURE AND D
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS | 3 Months Ended |
Mar. 31, 2017 | |
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS | |
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS | NOTE 8—THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS A rollforward of reserves for theatre and other closure and disposition of assets is as follows: Quarter Ended (In millions) March 31, 2017 March 31, 2016 Beginning balance $ 34.6 $ 43.0 Theatre and other closure expense 0.9 1.5 Transfer of assets and liabilities 0.8 — Foreign currency translation adjustment 0.2 0.2 Cash payments (3.0) (3.3) Ending balance $ 33.5 $ 41.4 In the accompanying Consolidated Balance Sheets, as of March 31 2017, the current portion of the ending balance totaling $8.9 million is included with accrued expenses and other liabilities and the long-term portion of the ending balance totaling $24.6 million is included with other long-term liabilities. Theatre and other closure reserves for leases that have not been terminated were recorded at the present value of the future contractual commitments for the base rents, taxes and maintenance. During the quarter ended March 31, 2017 and the quarter ended March 31, 2016, the Company recognized theatre and other closure expense of $0.9 million and $1.5 million, respectively. Theatre and other closure expense included the accretion on previously closed properties with remaining lease obligations. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME | 3 Months Ended |
Mar. 31, 2017 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | NOTE 9—ACCUMULATED OTHER COMPREHENSIVE INCOME The following tables present the change in accumulated other comprehensive income by component: Unrealized Net Unrealized Net Pension and Gain from Gain from Equity Foreign Other Marketable Method Investees’ (In millions) Currency Benefits Securities Cash Flow Hedge Total Balance, December 31, 2016 $ (1.8) $ (3.6) $ 0.3 $ 2.6 $ (2.5) Other comprehensive income (loss) before reclassifications (2.2) — 0.2 — (2.0) Amounts reclassified from accumulated other comprehensive income — 0.1 — — 0.1 Other comprehensive income (loss) (2.2) 0.1 0.2 — (1.9) Balance, March 31, 2017 $ (4.0) $ (3.5) $ 0.5 $ 2.6 $ (4.4) Unrealized Net Unrealized Net Pension and Gain from Gain from Equity Foreign Other Marketable Method Investees’ (In millions) Currency Benefits (1) Securities Cash Flow Hedge Total Balance, December 31, 2015 $ 2.1 $ (3.3) $ 1.5 $ 2.5 $ 2.8 Other comprehensive income (loss) before reclassifications (0.1) — 0.3 (0.4) (0.2) Amounts reclassified from accumulated other comprehensive income — — (1.8) 0.1 (1.7) Other comprehensive income (loss) (0.1) — (1.5) (0.3) (1.9) Balance, March 31, 2016 $ 2.0 $ (3.3) $ — $ 2.2 $ 0.9 (1) See Note 11 – Employee Benefit Plans for further information regarding pre-tax amounts reclassified from accumulated other comprehensive income. The tax effects allocated to each component of other comprehensive income (loss) during the quarter ended March 31, 2017 and March 31, 2016 is as follows: Quarter Ended March 31, 2017 March 31, 2016 Tax Tax Pre-Tax (Expense) Net-of-Tax Pre-Tax (Expense) Net-of-Tax (In millions) Amount Benefit Amount Amount Benefit Amount Unrealized foreign currency translation adjustment $ (2.6) $ 0.4 $ (2.2) $ (0.1) $ — $ (0.1) Pension and other benefit adjustments: Amortization of net (gain) loss reclassified into general and administrative: other 0.1 — 0.1 — — — Marketable securities: Unrealized net holding gain (loss) arising during the period 0.3 (0.1) 0.2 0.5 (0.2) 0.3 Realized net gain reclassified into investment expense (income) — — — (2.9) 1.1 (1.8) Equity method investees' cash flow hedge: Unrealized net holding loss arising during the period — — — (0.7) 0.3 (0.4) Realized net loss reclassified into equity in earnings of non-consolidated entities — — — 0.2 (0.1) 0.1 Other comprehensive income (loss) $ (2.2) $ 0.3 $ (1.9) $ (3.0) $ 1.1 $ (1.9) |
OPERATING SEGMENTS
OPERATING SEGMENTS | 3 Months Ended |
Mar. 31, 2017 | |
OPERATING SEGMENTS | |
OPERATING SEGMENTS | NOTE 10—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, Portugal, Sweden, Finland, Estonia, Latvia, Lithuania, Norway, and Denmark. 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: Quarter Ended Revenues (In millions) March 31, 2017 March 31, 2016 U.S. markets $ 992.2 $ 764.2 International markets 291.2 1.8 Total revenues $ 1,283.4 $ 766.0 Quarter Ended Adjusted EBITDA (1) (In millions) March 31, 2017 March 31, 2016 U.S. markets (2) $ 198.0 $ 146.4 International markets 53.3 0.1 Total Adjusted EBITDA $ 251.3 $ 146.5 (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. Quarter Ended Capital Expenditures (In millions) March 31, 2017 March 31, 2016 U.S. markets $ 150.3 $ 57.7 International markets 11.0 — Total capital expenditures $ 161.3 $ 57.7 Financial Information About Geographic Area: Quarter Ended Quarter Ended Revenues March 31, 2017 March 31, 2016 United States $ 992.2 $ 764.2 United Kingdom 131.6 1.8 Italy 59.0 — Spain 46.0 — Germany 32.4 — Other foreign countries 22.2 — Total $ 1,283.4 $ 766.0 As of As of Long-term assets, net (In millions) March 31, 2017 December 31, 2016 United States $ 6,250.9 $ 6,156.9 International 2,798.1 1,801.3 Total long-term assets (1) $ 9,049.0 $ 7,958.2 (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: Quarter Ended (In millions) March 31, 2017 March 31, 2016 Net earnings $ 8.4 $ 28.3 Plus: Income tax provision (benefit) (9.2) 18.1 Interest expense 61.9 27.1 Depreciation and amortization 125.3 60.4 Certain operating expenses(1) 5.3 3.4 Equity in (earnings) losses of non-consolidated entities 2.3 (4.2) Cash distributions from non-consolidated entities 24.4 17.7 Investment expense (income) (5.3) (10.0) Other income(2) (2.3) — General and administrative expense—unallocated: Merger, acquisition and transaction costs(3) 40.4 4.6 Stock-based compensation expense(4) 0.1 1.1 Adjusted EBITDA $ 251.3 $ 146.5 (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 income for the current year period includes a $2.7 million foreign currency transaction gain offset by a $0.4 million loss on the redemption of the Bridge Loan Facility. (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. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 3 Months Ended |
Mar. 31, 2017 | |
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 who, prior to the freeze, were age 21 or older and had completed at least 1,000 hours of service in their first twelve months of employment, or in a calendar year ending thereafter, and who were not covered by a collective bargaining agreement. The Company also offered eligible retirees the opportunity to participate in a health plan. Certain employees were eligible for subsidized postretirement medical benefits. The eligibility for these benefits was based upon a participant’s age and service as of January 1, 2009. The Company also sponsors a postretirement deferred compensation plan. Net periodic benefit cost (credit) recognized for the plans in general and administrative: other during the quarter ended March 31, 2017 and March 31, 2016 consists of the following: U.S. Pension Benefits International Pension Benefits (In millions) March 31, 2017 March 31, 2016 March 31, 2017 March 31, 2016 Components of net periodic benefit cost: Service cost $ — $ — $ — $ — Interest cost 1.1 1.1 0.6 — Expected return on plan assets (0.8) (0.9) (0.8) — Curtailment gain — — — — Settlement (gain) loss — — — — Net periodic benefit cost (credit) $ 0.3 $ 0.2 $ (0.2) $ — |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2017 | |
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. |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2017 | |
NEW ACCOUNTING PRONOUNCEMENTS | |
NEW ACCOUNTING PRONOUNCEMENTS | NOTE 13—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 ancillary 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. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2017 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | NOTE 14—EARNINGS PER SHARE Basic earnings per share is computed by dividing net earnings by the weighted-average number of common shares outstanding. Diluted earnings per share includes the effects of unvested RSU’s with a service condition only and unvested contingently issuable RSUs and PSUs that have service and performance conditions, if dilutive. The following table sets forth the computation of basic and diluted earnings per common share: Quarter Ended March 31, 2017 March 31, 2016 (In millions) Numerator: Net earnings from continuing operations $ 8.4 $ 28.3 Denominator (shares in thousands): Weighted average shares for basic earnings per common share 121,358 98,200 Common equivalent shares for RSUs and PSUs 43 7 Shares for diluted earnings per common share 121,401 98,207 Basic earnings per common share $ 0.07 $ 0.29 Diluted earnings per common share $ 0.07 $ 0.29 Vested RSUs and PSU’s have dividend rights identical to the Company’s Class A and Class B common stock and are treated as outstanding shares for purposes of computing basic and diluted earnings per share. Certain unvested RSUs and unvested PSUs are subject to performance conditions and are included in diluted earnings per share, if dilutive, using the treasury stock method based on the number of shares, if any, that would be issuable under the terms of the Company’s 2013 Equity Incentive Plan (“Plan”) if the end of the reporting period were the end of the contingency period. During the quarter ended March 31, 2017, unvested PSU’s and Transition PSU’s of 190,946 at the minimum performance target were not included in the computation of diluted earnings per share since the shares would not be issuable under the terms of the Plan, if the end of the reporting period were the end of the contingency period. |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 3 Months Ended |
Mar. 31, 2017 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | NOTE 15—CONDENSED CONSOLIDATING FINANCIAL INFORMATION The accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X Rule 3-10, Financial statements of guarantors and issuers of guaranteed securities registered or being registered. Each of the subsidiary guarantors are 100% owned by Holdings. The subsidiary guarantees of the Company’s Notes due 2022 the Sterling Notes due 2024, the Notes due 2025, the Notes due 2026, and the Notes due 2027 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. Consolidating Statement of Operations Quarter Ended March 31, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 501.9 $ 315.4 $ — $ 817.3 Food and beverage — 249.9 148.0 — 397.9 Other theatre — 42.1 26.1 — 68.2 Total revenues — 793.9 489.5 — 1,283.4 Operating costs and expenses Film exhibition costs — 273.9 146.8 — 420.7 Food and beverage costs — 33.6 27.0 — 60.6 Operating expense — 220.1 143.8 — 363.9 Rent — 123.3 59.3 — 182.6 General and administrative: Merger, acquisition and transaction costs — 40.3 0.1 — 40.4 Other 0.6 22.1 11.8 — 34.5 Depreciation and amortization — 72.7 52.6 — 125.3 Operating costs and expenses 0.6 786.0 441.4 — 1,228.0 Operating income (loss) (0.6) 7.9 48.1 — 55.4 Other expense (income): Equity in net (earnings) loss of subsidiaries (11.4) (37.5) — 48.9 — Other income — (2.7) — — (2.7) Interest expense: Corporate borrowings 50.7 48.3 0.4 (48.3) 51.1 Capital and financing lease obligations — 2.0 8.8 — 10.8 Equity in earnings of non-consolidated entities — 2.0 0.3 — 2.3 Investment income (48.3) (5.3) — 48.3 (5.3) Total other expense (income) (9.0) 6.8 9.5 48.9 56.2 Earnings (loss) before income taxes 8.4 1.1 38.6 (48.9) (0.8) Income tax provision (benefit) — (10.3) 1.1 — (9.2) Net earnings (loss) $ 8.4 $ 11.4 $ 37.5 $ (48.9) $ 8.4 Consolidating Statement of Operations Quarter Ended March 31, 2016: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 481.5 $ 1.1 $ — $ 482.6 Food and beverage — 243.6 0.5 — 244.1 Other theatre — 39.1 0.2 — 39.3 Total revenues — 764.2 1.8 — 766.0 Operating costs and expenses Film exhibition costs — 261.7 0.6 — 262.3 Food and beverage costs — 33.9 0.1 — 34.0 Operating expense — 201.5 0.8 — 202.3 Rent — 124.1 0.5 — 124.6 General and administrative: Merger, acquisition and transaction costs — 4.6 — — 4.6 Other — 18.5 — — 18.5 Depreciation and amortization — 60.4 — — 60.4 Operating costs and expenses — 704.7 2.0 — 706.7 Operating income (loss) — 59.5 (0.2) — 59.3 Other expense (income): Equity in net (earnings) loss of subsidiaries (26.2) 0.2 — 26.0 — Interest expense: Corporate borrowings 24.9 32.0 — (32.0) 24.9 Capital and financing lease obligations — 2.2 — — 2.2 Equity in earnings of non-consolidated entities — (4.2) — — (4.2) Investment income (27.0) (15.0) — 32.0 (10.0) Total other expense (income) (28.3) 15.2 — 26.0 12.9 Earnings (loss) before income taxes 28.3 44.3 (0.2) (26.0) 46.4 Income tax provision — 18.1 — — 18.1 Net earnings (loss) $ 28.3 $ 26.2 $ (0.2) $ (26.0) $ 28.3 Consolidating Statement of Comprehensive Income Quarter Ended March 31, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings (loss) $ 8.4 $ 11.4 $ 37.5 $ (48.9) $ 8.4 Equity in other comprehensive income (loss) of subsidiaries (1.9) (2.2) — 4.1 — Unrealized foreign currency translation adjustment, net of tax — — (2.2) — (2.2) Pension and other benefit adjustments: — Amortization of net loss reclassified into general and administrative: others, net of tax — 0.1 — — 0.1 Marketable securities: — Unrealized holding gain arising during the period, net of tax — 0.2 — — 0.2 Realized net gain reclassified to net investment income, net of tax — — — — — Equity method investees’ cash flow hedge: — Unrealized net holding loss arising during the period, net of tax — — — — — Realized net holding loss reclassified to equity in earnings of non-consolidated entities, net of tax — — — — — Other comprehensive income (loss) (1.9) (1.9) (2.2) 4.1 (1.9) Total comprehensive income $ 6.5 $ 9.5 $ 35.3 $ (44.8) $ 6.5 Consolidating Statement of Comprehensive Income Quarter Ended March 31, 2016: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings (loss) $ 28.3 $ 26.2 $ (0.2) $ (26.0) $ 28.3 Equity in other comprehensive income (loss) of subsidiaries (1.9) 0.2 — 1.7 — Unrealized foreign currency translation adjustment, net of tax — (0.3) 0.2 — (0.1) Marketable securities: Unrealized holding gain arising during the period, net of tax — 0.3 — — 0.3 Realized net gain reclassified to net investment income, net of tax — (1.7) — — (1.7) Equity method investees’ cash flow hedge: Unrealized net holding loss arising during the period, net of tax — (0.5) — — (0.5) Realized net holding loss reclassified to equity in earnings of non-consolidated entities, net of tax — 0.1 — — 0.1 Other comprehensive income (loss) (1.9) (1.9) 0.2 1.7 (1.9) Total comprehensive income (loss) $ 26.4 $ 24.3 $ — $ (24.3) $ 26.4 Consolidating Balance Sheet As of March 31, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and equivalents $ 19.2 $ 89.0 $ 204.9 $ — $ 313.1 Receivables, net — 82.0 62.8 — 144.8 Assets held for sale — 199.7 21.7 — 221.4 Other current assets 1.3 100.5 109.9 — 211.7 Total current assets 20.5 471.2 399.3 — 891.0 Investment in equity of subsidiaries 2,923.9 1,400.6 — (4,324.5) — Property, net — 1,650.2 1,512.0 — 3,162.2 Intangible assets, net — 226.0 136.6 — 362.6 Intercompany advances 3,888.8 (1,929.6) (1,959.2) — — Goodwill (2.1) 2,422.1 2,403.7 — 4,823.7 Deferred tax asset — 96.6 8.8 — 105.4 Other long-term assets 7.2 498.7 89.2 — 595.1 Total assets $ 6,838.3 $ 4,835.8 $ 2,590.4 $ (4,324.5) $ 9,940.0 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ 344.2 $ 166.2 $ — $ 510.4 Accrued expenses and other liabilities 45.5 165.4 119.8 — 330.7 Deferred revenues and income — 201.9 92.6 — 294.5 Current maturities of corporate borrowings and capital and financing lease obligations 13.8 11.0 78.4 — 103.2 Total current liabilities 59.3 722.5 457.0 — 1,238.8 Corporate borrowings 4,177.3 2.7 — — 4,180.0 Capital and financing lease obligations — 81.4 531.7 — 613.1 Exhibitor services agreement — 553.3 — — 553.3 Deferred tax liability — — 26.6 — 26.6 Other long-term liabilities — 552.0 174.5 — 726.5 Total liabilities 4,236.6 1,911.9 1,189.8 — 7,338.3 Temporary equity 1.1 — — — 1.1 Stockholders’ equity 2,600.6 2,923.9 1,400.6 (4,324.5) 2,600.6 Total liabilities and stockholders’ equity $ 6,838.3 $ 4,835.8 $ 2,590.4 $ (4,324.5) $ 9,940.0 Consolidating Balance Sheet As of December 31, 2016: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and equivalents $ 3.0 $ 94.7 $ 109.4 $ — $ Receivables, net 0.2 165.8 47.6 — Assets held for sale — 56.3 14.1 — 70.4 Other current assets 1.8 95.6 95.1 — Total current assets 5.0 412.4 266.2 — 683.6 Investment in equity of subsidiaries 2,330.7 709.7 — (3,040.4) — Property, net — 1,585.6 1,450.3 — 3,035.9 Intangible assets, net — 228.3 136.8 — 365.1 Intercompany advances 3,443.8 (1,781.3) (1,662.5) — — Goodwill (2.1) 2,422.1 1,513.0 — 3,933.0 Deferred tax asset — 87.5 2.9 — 90.4 Other long-term assets 7.7 475.9 50.2 — 533.8 Total assets $ 5,785.1 $ 4,140.2 $ 1,756.9 $ (3,040.4) $ 8,641.8 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ 381.0 $ 120.8 $ — $ 501.8 Accrued expenses and other liabilities 17.6 197.6 113.8 — 329.0 Deferred revenues and income — 232.3 44.9 — 277.2 Current maturities of corporate borrowings and capital and financing lease obligations 13.8 10.8 56.6 — 81.2 Total current liabilities 31.4 821.7 336.1 — 1,189.2 Corporate borrowings 3,743.0 2.8 — — 3,745.8 Capital and financing lease obligations — 83.8 525.5 — 609.3 Exhibitor services agreement — 359.3 — — 359.3 Deferred tax liability — — 21.0 — 21.0 Other long-term liabilities — 541.9 164.6 — 706.5 Total liabilities 3,774.4 1,809.5 1,047.2 — 6,631.1 Temporary equity 1.1 — — — 1.1 Stockholders’ equity 2,009.6 2,330.7 709.7 (3,040.4) 2,009.6 Total liabilities and stockholders’ equity $ 5,785.1 $ 4,140.2 $ 1,756.9 $ (3,040.4) $ 8,641.8 Consolidating Statement of Cash Flows Quarter Ended March 31, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by operating activities $ 23.3 $ 43.1 $ 99.6 $ — $ 166.0 Cash flows from investing activities: Capital expenditures — (121.9) (39.4) — (161.3) Acquisition of Nordic, net of cash acquired — (654.9) 70.5 (584.4) Acquisition of Carmike, net of cash acquired — — 0.1 0.1 Proceeds from disposition of long-term assets — 0.5 3.5 — 4.0 Investments in non-consolidated entities, net — (0.3) — — (0.3) Other, net — (1.6) — — (1.6) Net cash provided by (used in) investing activities — (778.2) 34.7 — (743.5) Cash flows from financing activities: Proceeds from issuance of Senior Subordinated Sterling Notes due 2024 327.8 — — — 327.8 Proceeds from issuance of Senior Subordinated Notes due 2027 475.0 — — — 475.0 Payment of Nordic SEK Term Loan (144.4) — — — (144.4) Payment of Nordic EUR Term Loan (169.5) — — — (169.5) Net proceeds from additional public offering 617.5 — — — 617.5 Principal payment of Bridge Loan due 2017 (350.0) — — — (350.0) Principal payments under Term Loan (2.2) — — — (2.2) Principal payments under capital and financing lease obligations — (2.3) (17.4) — (19.7) Cash used to pay deferred financing costs (27.5) — — — (27.5) Cash used to pay dividends (26.2) — — — (26.2) Change in intercompany advances (716.7) 738.6 (21.9) — — Net cash provided by (used in) financing activities (16.2) 736.3 (39.3) — 680.8 Effect of exchange rate changes on cash and equivalents 9.1 (6.9) 0.5 — 2.7 Net increase (decrease) in cash and equivalents 16.2 (5.7) 95.5 — 106.0 Cash and equivalents at beginning of period 3.0 94.7 109.4 — 207.1 Cash and equivalents at end of period $ 19.2 $ 89.0 $ 204.9 $ — $ 313.1 Consolidating Statement of Cash Flows Quarter Ended March 31, 2016: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by operating activities $ 7.1 $ 15.2 $ 0.6 $ — $ 22.9 Cash flows from investing activities: Capital expenditures — (57.7) — — (57.7) Acquisition of Starplex Cinemas, net of cash acquired — 0.4 — — 0.4 Proceeds from disposition of long-term assets — 5.4 — — 5.4 Other, net — 0.3 — — 0.3 Net cash used in investing activities — (51.6) — — (51.6) Cash flows from financing activities: Net borrowings under Revolving Credit Facility (50.0) — — — (50.0) Principal payments under Term Loan (2.2) — — — (2.2) Principal payments under capital and financing lease obligations — (2.1) — — (2.1) Deferred financing costs (0.5) — — — (0.5) Change in intercompany advances 65.4 (64.2) (1.2) — — Cash used to pay dividends (19.8) — — — (19.8) Net cash used in financing activities (7.1) (66.3) (1.2) — (74.6) Effect of exchange rate changes on cash and equivalents — (0.8) 0.8 — — Net decrease in cash and equivalents 0.0 (103.5) 0.2 — (103.3) Cash and equivalents at beginning of period 1.9 167.0 42.3 — 211.2 Cash and equivalents at end of period $ 1.9 $ 63.5 $ 42.5 $ — $ 107.9 |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 3 Months Ended |
Mar. 31, 2017 | |
SUBSEQUENT EVENT | |
SUBSEQUENT EVENT | NOTE 16—SUBSEQUENT EVENT On April 27, 2017, Holdings’ Board of Directors declared a cash dividend in the amount of $0.20 per share of Class A and Class B common stock, payable on June 19, 2017 to stockholders of record on June 5, 2017. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
BASIS OF PRESENTATION | |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but not limited to: (1) Impairments, (2) Film exhibition costs, (3) Income and operating taxes, (4) 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 accompanying unaudited consolidated financial statements include the accounts of Holdings and all subsidiaries, as discussed above, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The accompanying consolidated balance sheet as of December 31, 2016, which was derived from audited financial statements, and the unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, these interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the Company’s financial position and results of operations. All significant intercompany balances and transactions have been eliminated in consolidation. There are no noncontrolling (minority) interests in the Company’s consolidated subsidiaries; consequently, all of its stockholders’ equity, net earnings and total comprehensive income for the periods presented are attributable to controlling interests. Due to the seasonal nature of the Company’s business, results for the quarter ended March 31, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017. The Company manages its business under two reportable segments for its theatrical exhibition operations, U.S. markets and International markets. |
Presentation | Presentation: In the Consolidated Balance Sheets, assets held for sale within current assets have been presented separately from other current assets in the current year presentation with conforming reclassifications made for the prior period presentation. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
ACQUISITION | |
Schedule of Activity of Goodwill | Goodwill activity is presented below: (In millions) Total Balance as of December 31, 2016 $ 3,933.0 Acquisition of Nordic 872.1 Adjustments to acquisition of Odeon Cinemas (see table above) 18.2 Adjustments to acquisition of Carmike Cinemas (see table above) 0.3 Effect of foreign currency exchange 0.1 Balance as of March 31, 2017 $ 4,823.7 |
Nordic | |
ACQUISITION | |
Summary of Allocation of the Purchase Price | (In millions) Total Cash $ 70.5 Receivables 25.0 Other current assets 14.0 Property (1) 89.8 Intangible assets (1) — Goodwill (2) 872.1 Deferred tax asset 5.5 Other long-term assets 41.0 Accounts payable (30.3) Accrued expenses and other liabilities (26.5) Deferred revenues and income (43.5) Term Loan Facility (SEK) (144.4) Term Loan Facility (EUR) (169.5) Capital lease and financing lease obligations (1)(3) (29.2) Deferred tax liability (5.2) Other long-term liabilities (14.4) Total estimated purchase price $ 654.9 (1) The Company has not yet determined fair values of property, intangibles or capital and financing lease obligations acquired, therefore the carrying value is the preliminary purchase price allocation. (2) Amounts recorded for goodwill are not expected to be deductible for tax purposes. (3) Including current portion of approximately $4.2 million. |
Odeon | |
ACQUISITION | |
Summary of Allocation of the Purchase Price | (In millions) November 30, 2016 Changes March 31, 2017 Cash $ 41.6 $ — $ 41.6 Receivables 26.2 — 26.2 Other current assets 58.1 — 58.1 Property (1) 755.9 (17.8) 738.1 Intangible assets (2) 112.1 — 112.1 Goodwill (3) 898.6 18.2 916.8 Deferred tax asset 18.7 — 18.7 Other long-term assets 29.6 — 29.6 Accounts payable (78.9) — (78.9) Accrued expenses and other liabilities (118.2) — (118.2) Deferred revenues and income (20.4) — (20.4) 9% Senior Secured Note GBP due 2018 (382.9) — (382.9) 4.93% Senior Secured Note EUR due 2018 (213.7) — (213.7) Capital lease and financing lease obligations (5) (365.3) (0.4) (365.7) Deferred tax liability (21.3) — (21.3) Other long-term liabilities (4) (103.0) — (103.0) Total estimated purchase price $ 637.1 $ — $ 637.1 (1) Amounts recorded for property include land, buildings, capital lease assets, leasehold improvements, furniture, fixtures and equipment. Amounts include approximately $7.6 million classified as held for sale in the Company’s Consolidated Balance Sheets. During the quarter ended March 31, 2017, the Company recorded measurement period adjustments primarily related to the preliminary valuation of property and financing lease obligations. (2) Amounts recorded for intangible assets include favorable leases, management agreements and a trade name. (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 approximately $48.3 million. (5) Including current portion of approximately $26.3 million. |
Carmike | |
ACQUISITION | |
Summary of Allocation of the Purchase Price | (In millions) December 21, 2016 Changes March 31, 2017 Cash $ 86.5 $ 0.1 $ 86.6 Receivables 12.3 — 12.3 Other current assets 14.2 — 14.2 Property (1) 719.6 (0.4) 719.2 Intangible assets (2) 25.9 — 25.9 Goodwill (3) 624.8 0.3 625.1 Other long-term assets 19.4 — 19.4 Accounts payable (37.0) — (37.0) Accrued expenses and other liabilities (53.0) — (53.0) Deferred revenues and income (19.9) — (19.9) Deferred tax liability (19.5) — (19.5) 6% Senior Secured Notes due 2023 (242.1) — (242.1) Capital and financing lease obligations (5) (222.0) — (222.0) Other long-term liabilities (4) (51.0) — (51.0) Total estimated purchase price $ 858.2 $ — $ 858.2 (1) Amounts recorded for property includes land, buildings, capital lease assets, leasehold improvements, furniture, fixtures and equipment. During the quarter ended March 31, 2017, the Company sold one theatre and reduced the carrying value to fair value. Amounts include approximately $14.1 million classified as held for sale in the Company’s Consolidated Balance Sheets. (2) Amounts recorded for intangible assets include favorable lease and trade name. (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 approximately $50.4 million. (5) Including current portion of approximately $30.4 million. |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Investments | |
Schedule of Condensed Financial Information of Non-consolidated Equity Method Investments | Quarter Ended (In millions) March 31, 2017 March 31, 2016 Revenues $ 117.4 $ 116.8 Operating costs and expenses 101.1 105.8 Net earnings $ 16.3 $ 11.0 |
Schedule of Components of Recorded Equity in Earnings (Losses) of Non-consolidated Entities | Quarter Ended (In millions) March 31, 2017 March 31, 2016 National CineMedia, LLC $ (6.0) $ (2.1) Digital Cinema Implementation Partners, LLC 7.4 5.8 Other (3.7) 0.5 The Company’s recorded equity in earnings (loss) $ (2.3) $ 4.2 |
Schedule of Changes in the Carrying Amount of Investment and Equity in Losses | Accumulated G&A: Mergers Exhibitor Other and Investment Services Comprehensive Cash Equity in Acquisitions Advertising (In millions ) in NCM(1) Agreement(2) (Income) Received (Earnings)/Loss Expense (Revenue) Ending balance at December 31, 2016 $ 323.9 $ (359.2) $ (4.0) Receipt of common units (5) 235.2 (235.2) — Receipt of excess cash distributions (12.3) — — $ 12.3 $ — $ — $ — Surrender of common units for transferred theatres (36.4) 35.7 — — 0.7 — — Surrender of common units for make whole agreement (23.1) — — — 0.5 22.6 — Impairment - held for sale (1.9) — — — 1.9 — — Amortization of ESA — 5.1 — — — — (5.1) Equity in earnings and loss from amortization of basis difference (3)(4) (2.9) — — — 2.9 — — For the period ended or balance as of March 31, 2017 $ 482.5 $ (553.6) $ (4.0) $ 12.3 $ 6.0 $ 22.6 $ (5.1) (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 17,323,782 — Additional units received in the quarter ended June 30, 2013 — 1,728,988 Additional units received in the quarter ended June 30, 2014 — 141,731 Additional units received in the quarter ended June 30, 2015 — 469,163 Additional units received in the quarter ended December 31, 2015 — 4,399,324 Units exchanged for NCM, Inc. shares in December 2015 — (200,000) Additional units received in the quarter ended March 31, 2017 — 18,787,315 Surrender of units for transferred theatres in March 2017 — (2,850,453) Surrender of units for exclusivity waiver in March 2017 — (1,807,220) Ending balance at March 31, 2017 17,323,782 20,668,848 (a) The additional units received in June 2013, June 2014, June 2015, December 2015, and March 2017 were measured at fair value (Level 1) using NCM, Inc.’s stock price of $15.22, $15.08, $14.52, $15.75 and $12.52, respectively. (2) Represents the unamortized portion of the Exhibitor Services Agreement (“ESA”) with NCM. Such amounts are being amortized to other theatre revenues over the remainder of the 30 year term of the ESA ending in 2036, using a units-of-revenue method, as described in ASC 470-10-35 (formerly EITF 88-18, Sales of Future Revenues ). (3) Represents percentage ownership of NCM’s earnings on both Tranche 1 and Tranche 2 Investments. (4) Certain differences between the Company’s carrying value and the Company’s share of NCM’s membership equity have been identified and are amortized to equity in earnings over the respective lives of the assets and liabilities. (5) The Company recorded an impairment charge of $1.9 million to reduce the carrying value of these units to Level 1 fair value as of March 31, 2017. |
NCM LLC | |
Investments | |
Schedule of Transactions | As of As of (In millions) March 31, 2017 December 31, 2016 Due from NCM for on-screen advertising revenue $ 2.7 $ 2.6 Due to NCM for Exhibitor Services Agreement 1.3 1.4 Promissory note payable to NCM 4.2 4.2 Quarter Ended (In millions) March 31, 2017 March 31, 2016 Net NCM screen advertising revenues $ 11.6 $ 10.5 NCM beverage advertising expense 1.9 1.5 |
DCIP | |
Investments | |
Schedule of Transactions | As of As of (In millions) March 31, 2017 December 31, 2016 Due from DCIP for equipment and warranty purchases $ 2.3 $ 2.1 Deferred rent liability for digital projectors 8.3 8.4 Quarter Ended (In millions) March 31, 2017 March 31, 2016 Digital equipment rental expense $ 1.5 $ 1.2 |
Open Road Releasing, LLC, Operator of ORF | |
Investments | |
Schedule of Transactions | As of As of (In millions) March 31, 2017 December 31, 2016 Due from Open Road Films $ 2.8 $ 4.8 Film rent payable to Open Road Films 1.3 0.1 Quarter Ended (In millions) March 31, 2017 March 31, 2016 Film exhibition costs: Gross film exhibition cost on Open Road Films $ 4.3 $ 3.6 |
ACJV LLC | |
Investments | |
Schedule of Transactions | As of As of (In millions) March 31, 2017 December 31, 2016 Due from AC JV $ — $ — Due to AC JV for Fathom Events programming 1.4 0.6 Quarter Ended (In millions) March 31, 2017 March 31, 2016 Film exhibition costs: Gross exhibition cost on Fathom Events programming $ 3.6 $ 2.0 |
CORPORATE BORROWINGS27
CORPORATE BORROWINGS | 3 Months Ended |
Mar. 31, 2017 | |
CORPORATE BORROWINGS | |
Summary of the carrying value of corporate borrowings and capital and financing lease obligations | (In millions) March 31, 2017 December 31, 2016 Senior Secured Credit Facility-Term Loan due 2022 (3.66% as of March 31, 2017) $ 869.6 $ 871.8 Senior Secured Credit Facility-Term Loan due 2023 (3.73% as of March 31, 2017) 500.0 500.0 Bridge Loan Agreement due 2017 (7.0% as of March 31, 2017) — 350.0 5% Promissory Note payable to NCM due 2019 4.2 4.2 5.875% Senior Subordinated Notes due 2022 375.0 375.0 6.0% Senior Secured Notes due 2023 230.0 230.0 6.375% Senior Subordinated Notes due 2024 (£500 million par value) 626.8 308.4 5.75% Senior Subordinated Notes due 2025 600.0 600.0 5.875% Senior Subordinated Notes due 2026 595.0 595.0 6.125% Senior Subordinated Notes due 2027 475.0 — Capital and financing lease obligations, 5.75% - 11.5% 701.1 675.4 Deferred charges (108.1) (82.9) Premiums and (discounts) 27.7 9.4 4,896.3 4,436.3 Less: current maturities (103.2) (81.2) $ 4,793.1 $ 4,355.1 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
STOCKHOLDERS' EQUITY | |
Schedule of the Dividends and Dividend Equivalents Paid | Amount per Total Amount Share of Declared Declaration Date Record Date Date Paid Common Stock (In millions) February 14, 2017 March 13, 2017 March 27, 2017 $ 0.20 $ 26.2 |
Schedule of Nonvested RSU and PSU Activity | The following table represents the nonvested RSU and PSU activity for the quarter ended March 31, 2017: Weighted Average Shares of RSU Grant Date and PSU Fair Value Beginning balance at January 1, 2017 556,510 $ 24.88 Granted 690,238 31.45 Vested (92,722) 24.88 Forfeited (370) 24.88 Nonvested at March 31, 2017 1,153,656 $ 28.81 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Fair Value Hierarchy of Financial Assets Carried at Fair Value on a Recurring Basis | Fair Value Measurements at March 31, 2017 Using Total Carrying Significant Value at Quoted prices in Significant other unobservable March 31, active market observable inputs inputs (In millions) 2017 (Level 1) (Level 2) (Level 3) Other long-term assets: Money market mutual funds $ 0.2 $ 0.2 $ — $ — Equity securities, available-for-sale: Mutual fund large U.S. equity 2.7 2.7 — — Mutual fund small/mid U.S. equity 3.2 3.2 — — Mutual fund international 1.0 1.0 — — Mutual fund balanced 0.6 0.6 — — Mutual fund fixed income 1.4 1.4 — — Total assets at fair value $ 9.1 $ 9.1 $ — $ — (1) The investments relate to a non-qualified deferred compensation arrangement on behalf of certain management. The Company has an equivalent liability for this related-party transaction recorded in other long-term liabilities for the deferred compensation obligation. |
Schedule of Fair Value of Financial Instruments Not Recognized at Fair Value for Which It Is Practicable to Estimate Fair Value | Fair Value Measurements at March 31, 2017 Using Significant other Significant Total Carrying Quoted prices in observable unobservable Value at active market inputs inputs (In millions) March 31, 2017 (Level 1) (Level 2) (Level 3) Current maturities of corporate borrowings $ 15.2 $ — $ 14.2 $ 1.4 Corporate borrowings 4,180.0 — 4,362.3 2.8 |
THEATRE AND OTHER CLOSURE AND30
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS | |
Rollforward of Reserves for Theatre and Other Closure and Disposition of Assets | Quarter Ended (In millions) March 31, 2017 March 31, 2016 Beginning balance $ 34.6 $ 43.0 Theatre and other closure expense 0.9 1.5 Transfer of assets and liabilities 0.8 — Foreign currency translation adjustment 0.2 0.2 Cash payments (3.0) (3.3) Ending balance $ 33.5 $ 41.4 |
ACCUMULATED OTHER COMPREHENSI31
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 millions) Currency Benefits Securities Cash Flow Hedge Total Balance, December 31, 2016 $ (1.8) $ (3.6) $ 0.3 $ 2.6 $ (2.5) Other comprehensive income (loss) before reclassifications (2.2) — 0.2 — (2.0) Amounts reclassified from accumulated other comprehensive income — 0.1 — — 0.1 Other comprehensive income (loss) (2.2) 0.1 0.2 — (1.9) Balance, March 31, 2017 $ (4.0) $ (3.5) $ 0.5 $ 2.6 $ (4.4) Unrealized Net Unrealized Net Pension and Gain from Gain from Equity Foreign Other Marketable Method Investees’ (In millions) Currency Benefits (1) Securities Cash Flow Hedge Total Balance, December 31, 2015 $ 2.1 $ (3.3) $ 1.5 $ 2.5 $ 2.8 Other comprehensive income (loss) before reclassifications (0.1) — 0.3 (0.4) (0.2) Amounts reclassified from accumulated other comprehensive income — — (1.8) 0.1 (1.7) Other comprehensive income (loss) (0.1) — (1.5) (0.3) (1.9) Balance, March 31, 2016 $ 2.0 $ (3.3) $ — $ 2.2 $ 0.9 (1) See Note 11 – Employee Benefit Plans for further information regarding pre-tax amounts reclassified from accumulated other comprehensive income. |
Schedule of Tax Effects Allocated to Each Component of Other Comprehensive Income | Quarter Ended March 31, 2017 March 31, 2016 Tax Tax Pre-Tax (Expense) Net-of-Tax Pre-Tax (Expense) Net-of-Tax (In millions) Amount Benefit Amount Amount Benefit Amount Unrealized foreign currency translation adjustment $ (2.6) $ 0.4 $ (2.2) $ (0.1) $ — $ (0.1) Pension and other benefit adjustments: Amortization of net (gain) loss reclassified into general and administrative: other 0.1 — 0.1 — — — Marketable securities: Unrealized net holding gain (loss) arising during the period 0.3 (0.1) 0.2 0.5 (0.2) 0.3 Realized net gain reclassified into investment expense (income) — — — (2.9) 1.1 (1.8) Equity method investees' cash flow hedge: Unrealized net holding loss arising during the period — — — (0.7) 0.3 (0.4) Realized net loss reclassified into equity in earnings of non-consolidated entities — — — 0.2 (0.1) 0.1 Other comprehensive income (loss) $ (2.2) $ 0.3 $ (1.9) $ (3.0) $ 1.1 $ (1.9) |
OPERATING SEGMENT (Tables)
OPERATING SEGMENT (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
OPERATING SEGMENTS | |
Schedule of financial information by reportable operating segment | Quarter Ended Revenues (In millions) March 31, 2017 March 31, 2016 U.S. markets $ 992.2 $ 764.2 International markets 291.2 1.8 Total revenues $ 1,283.4 $ 766.0 Quarter Ended Adjusted EBITDA (1) (In millions) March 31, 2017 March 31, 2016 U.S. markets (2) $ 198.0 $ 146.4 International markets 53.3 0.1 Total Adjusted EBITDA $ 251.3 $ 146.5 (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. Quarter Ended Capital Expenditures (In millions) March 31, 2017 March 31, 2016 U.S. markets $ 150.3 $ 57.7 International markets 11.0 — Total capital expenditures $ 161.3 $ 57.7 |
Schedule of information about the Company's revenues from continuing operations and assets by geographic area | Quarter Ended Quarter Ended Revenues March 31, 2017 March 31, 2016 United States $ 992.2 $ 764.2 United Kingdom 131.6 1.8 Italy 59.0 — Spain 46.0 — Germany 32.4 — Other foreign countries 22.2 — Total $ 1,283.4 $ 766.0 As of As of Long-term assets, net (In millions) March 31, 2017 December 31, 2016 United States $ 6,250.9 $ 6,156.9 International 2,798.1 1,801.3 Total long-term assets (1) $ 9,049.0 $ 7,958.2 (1) Long-term assets are comprised of property, intangible assets, goodwill, deferred income tax assets and other long-term assets. |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
EMPLOYEE BENEFIT PLANS | |
Schedule of Net Periodic Benefit (Credit) Recognized for the Plans | Net periodic benefit cost (credit) recognized for the plans in general and administrative: other during the quarter ended March 31, 2017 and March 31, 2016 consists of the following: U.S. Pension Benefits International Pension Benefits (In millions) March 31, 2017 March 31, 2016 March 31, 2017 March 31, 2016 Components of net periodic benefit cost: Service cost $ — $ — $ — $ — Interest cost 1.1 1.1 0.6 — Expected return on plan assets (0.8) (0.9) (0.8) — Curtailment gain — — — — Settlement (gain) loss — — — — Net periodic benefit cost (credit) $ 0.3 $ 0.2 $ (0.2) $ — |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
EARNINGS PER SHARE | |
Schedule of Computation of Basic and Diluted Earnings per Common Share | Quarter Ended March 31, 2017 March 31, 2016 (In millions) Numerator: Net earnings from continuing operations $ 8.4 $ 28.3 Denominator (shares in thousands): Weighted average shares for basic earnings per common share 121,358 98,200 Common equivalent shares for RSUs and PSUs 43 7 Shares for diluted earnings per common share 121,401 98,207 Basic earnings per common share $ 0.07 $ 0.29 Diluted earnings per common share $ 0.07 $ 0.29 |
CONDENSED CONSOLIDATING FINAN35
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
Schedule of Condensed Statements of Operations | Quarter Ended March 31, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 501.9 $ 315.4 $ — $ 817.3 Food and beverage — 249.9 148.0 — 397.9 Other theatre — 42.1 26.1 — 68.2 Total revenues — 793.9 489.5 — 1,283.4 Operating costs and expenses Film exhibition costs — 273.9 146.8 — 420.7 Food and beverage costs — 33.6 27.0 — 60.6 Operating expense — 220.1 143.8 — 363.9 Rent — 123.3 59.3 — 182.6 General and administrative: Merger, acquisition and transaction costs — 40.3 0.1 — 40.4 Other 0.6 22.1 11.8 — 34.5 Depreciation and amortization — 72.7 52.6 — 125.3 Operating costs and expenses 0.6 786.0 441.4 — 1,228.0 Operating income (loss) (0.6) 7.9 48.1 — 55.4 Other expense (income): Equity in net (earnings) loss of subsidiaries (11.4) (37.5) — 48.9 — Other income — (2.7) — — (2.7) Interest expense: Corporate borrowings 50.7 48.3 0.4 (48.3) 51.1 Capital and financing lease obligations — 2.0 8.8 — 10.8 Equity in earnings of non-consolidated entities — 2.0 0.3 — 2.3 Investment income (48.3) (5.3) — 48.3 (5.3) Total other expense (income) (9.0) 6.8 9.5 48.9 56.2 Earnings (loss) before income taxes 8.4 1.1 38.6 (48.9) (0.8) Income tax provision (benefit) — (10.3) 1.1 — (9.2) Net earnings (loss) $ 8.4 $ 11.4 $ 37.5 $ (48.9) $ 8.4 Consolidating Statement of Operations Quarter Ended March 31, 2016: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 481.5 $ 1.1 $ — $ 482.6 Food and beverage — 243.6 0.5 — 244.1 Other theatre — 39.1 0.2 — 39.3 Total revenues — 764.2 1.8 — 766.0 Operating costs and expenses Film exhibition costs — 261.7 0.6 — 262.3 Food and beverage costs — 33.9 0.1 — 34.0 Operating expense — 201.5 0.8 — 202.3 Rent — 124.1 0.5 — 124.6 General and administrative: Merger, acquisition and transaction costs — 4.6 — — 4.6 Other — 18.5 — — 18.5 Depreciation and amortization — 60.4 — — 60.4 Operating costs and expenses — 704.7 2.0 — 706.7 Operating income (loss) — 59.5 (0.2) — 59.3 Other expense (income): Equity in net (earnings) loss of subsidiaries (26.2) 0.2 — 26.0 — Interest expense: Corporate borrowings 24.9 32.0 — (32.0) 24.9 Capital and financing lease obligations — 2.2 — — 2.2 Equity in earnings of non-consolidated entities — (4.2) — — (4.2) Investment income (27.0) (15.0) — 32.0 (10.0) Total other expense (income) (28.3) 15.2 — 26.0 12.9 Earnings (loss) before income taxes 28.3 44.3 (0.2) (26.0) 46.4 Income tax provision — 18.1 — — 18.1 Net earnings (loss) $ 28.3 $ 26.2 $ (0.2) $ (26.0) $ 28.3 |
Schedule of Condensed Statements of Comprehensive Income | Consolidating Statement of Comprehensive Income Quarter Ended March 31, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings (loss) $ 8.4 $ 11.4 $ 37.5 $ (48.9) $ 8.4 Equity in other comprehensive income (loss) of subsidiaries (1.9) (2.2) — 4.1 — Unrealized foreign currency translation adjustment, net of tax — — (2.2) — (2.2) Pension and other benefit adjustments: — Amortization of net loss reclassified into general and administrative: others, net of tax — 0.1 — — 0.1 Marketable securities: — Unrealized holding gain arising during the period, net of tax — 0.2 — — 0.2 Realized net gain reclassified to net investment income, net of tax — — — — — Equity method investees’ cash flow hedge: — Unrealized net holding loss arising during the period, net of tax — — — — — Realized net holding loss reclassified to equity in earnings of non-consolidated entities, net of tax — — — — — Other comprehensive income (loss) (1.9) (1.9) (2.2) 4.1 (1.9) Total comprehensive income $ 6.5 $ 9.5 $ 35.3 $ (44.8) $ 6.5 Consolidating Statement of Comprehensive Income Quarter Ended March 31, 2016: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings (loss) $ 28.3 $ 26.2 $ (0.2) $ (26.0) $ 28.3 Equity in other comprehensive income (loss) of subsidiaries (1.9) 0.2 — 1.7 — Unrealized foreign currency translation adjustment, net of tax — (0.3) 0.2 — (0.1) Marketable securities: Unrealized holding gain arising during the period, net of tax — 0.3 — — 0.3 Realized net gain reclassified to net investment income, net of tax — (1.7) — — (1.7) Equity method investees’ cash flow hedge: Unrealized net holding loss arising during the period, net of tax — (0.5) — — (0.5) Realized net holding loss reclassified to equity in earnings of non-consolidated entities, net of tax — 0.1 — — 0.1 Other comprehensive income (loss) (1.9) (1.9) 0.2 1.7 (1.9) Total comprehensive income (loss) $ 26.4 $ 24.3 $ — $ (24.3) $ 26.4 |
Schedule of Condensed Balance Sheets | Consolidating Balance Sheet As of March 31, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and equivalents $ 19.2 $ 89.0 $ 204.9 $ — $ 313.1 Receivables, net — 82.0 62.8 — 144.8 Assets held for sale — 199.7 21.7 — 221.4 Other current assets 1.3 100.5 109.9 — 211.7 Total current assets 20.5 471.2 399.3 — 891.0 Investment in equity of subsidiaries 2,923.9 1,400.6 — (4,324.5) — Property, net — 1,650.2 1,512.0 — 3,162.2 Intangible assets, net — 226.0 136.6 — 362.6 Intercompany advances 3,888.8 (1,929.6) (1,959.2) — — Goodwill (2.1) 2,422.1 2,403.7 — 4,823.7 Deferred tax asset — 96.6 8.8 — 105.4 Other long-term assets 7.2 498.7 89.2 — 595.1 Total assets $ 6,838.3 $ 4,835.8 $ 2,590.4 $ (4,324.5) $ 9,940.0 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ 344.2 $ 166.2 $ — $ 510.4 Accrued expenses and other liabilities 45.5 165.4 119.8 — 330.7 Deferred revenues and income — 201.9 92.6 — 294.5 Current maturities of corporate borrowings and capital and financing lease obligations 13.8 11.0 78.4 — 103.2 Total current liabilities 59.3 722.5 457.0 — 1,238.8 Corporate borrowings 4,177.3 2.7 — — 4,180.0 Capital and financing lease obligations — 81.4 531.7 — 613.1 Exhibitor services agreement — 553.3 — — 553.3 Deferred tax liability — — 26.6 — 26.6 Other long-term liabilities — 552.0 174.5 — 726.5 Total liabilities 4,236.6 1,911.9 1,189.8 — 7,338.3 Temporary equity 1.1 — — — 1.1 Stockholders’ equity 2,600.6 2,923.9 1,400.6 (4,324.5) 2,600.6 Total liabilities and stockholders’ equity $ 6,838.3 $ 4,835.8 $ 2,590.4 $ (4,324.5) $ 9,940.0 Consolidating Balance Sheet As of December 31, 2016: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and equivalents $ 3.0 $ 94.7 $ 109.4 $ — $ Receivables, net 0.2 165.8 47.6 — Assets held for sale — 56.3 14.1 — 70.4 Other current assets 1.8 95.6 95.1 — Total current assets 5.0 412.4 266.2 — 683.6 Investment in equity of subsidiaries 2,330.7 709.7 — (3,040.4) — Property, net — 1,585.6 1,450.3 — 3,035.9 Intangible assets, net — 228.3 136.8 — 365.1 Intercompany advances 3,443.8 (1,781.3) (1,662.5) — — Goodwill (2.1) 2,422.1 1,513.0 — 3,933.0 Deferred tax asset — 87.5 2.9 — 90.4 Other long-term assets 7.7 475.9 50.2 — 533.8 Total assets $ 5,785.1 $ 4,140.2 $ 1,756.9 $ (3,040.4) $ 8,641.8 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ 381.0 $ 120.8 $ — $ 501.8 Accrued expenses and other liabilities 17.6 197.6 113.8 — 329.0 Deferred revenues and income — 232.3 44.9 — 277.2 Current maturities of corporate borrowings and capital and financing lease obligations 13.8 10.8 56.6 — 81.2 Total current liabilities 31.4 821.7 336.1 — 1,189.2 Corporate borrowings 3,743.0 2.8 — — 3,745.8 Capital and financing lease obligations — 83.8 525.5 — 609.3 Exhibitor services agreement — 359.3 — — 359.3 Deferred tax liability — — 21.0 — 21.0 Other long-term liabilities — 541.9 164.6 — 706.5 Total liabilities 3,774.4 1,809.5 1,047.2 — 6,631.1 Temporary equity 1.1 — — — 1.1 Stockholders’ equity 2,009.6 2,330.7 709.7 (3,040.4) 2,009.6 Total liabilities and stockholders’ equity $ 5,785.1 $ 4,140.2 $ 1,756.9 $ (3,040.4) $ 8,641.8 |
Schedule of Condensed Statements of Cash Flows | Consolidating Statement of Cash Flows Quarter Ended March 31, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by operating activities $ 23.3 $ 43.1 $ 99.6 $ — $ 166.0 Cash flows from investing activities: Capital expenditures — (121.9) (39.4) — (161.3) Acquisition of Nordic, net of cash acquired — (654.9) 70.5 (584.4) Acquisition of Carmike, net of cash acquired — — 0.1 0.1 Proceeds from disposition of long-term assets — 0.5 3.5 — 4.0 Investments in non-consolidated entities, net — (0.3) — — (0.3) Other, net — (1.6) — — (1.6) Net cash provided by (used in) investing activities — (778.2) 34.7 — (743.5) Cash flows from financing activities: Proceeds from issuance of Senior Subordinated Sterling Notes due 2024 327.8 — — — 327.8 Proceeds from issuance of Senior Subordinated Notes due 2027 475.0 — — — 475.0 Payment of Nordic SEK Term Loan (144.4) — — — (144.4) Payment of Nordic EUR Term Loan (169.5) — — — (169.5) Net proceeds from additional public offering 617.5 — — — 617.5 Principal payment of Bridge Loan due 2017 (350.0) — — — (350.0) Principal payments under Term Loan (2.2) — — — (2.2) Principal payments under capital and financing lease obligations — (2.3) (17.4) — (19.7) Cash used to pay deferred financing costs (27.5) — — — (27.5) Cash used to pay dividends (26.2) — — — (26.2) Change in intercompany advances (716.7) 738.6 (21.9) — — Net cash provided by (used in) financing activities (16.2) 736.3 (39.3) — 680.8 Effect of exchange rate changes on cash and equivalents 9.1 (6.9) 0.5 — 2.7 Net increase (decrease) in cash and equivalents 16.2 (5.7) 95.5 — 106.0 Cash and equivalents at beginning of period 3.0 94.7 109.4 — 207.1 Cash and equivalents at end of period $ 19.2 $ 89.0 $ 204.9 $ — $ 313.1 Consolidating Statement of Cash Flows Quarter Ended March 31, 2016: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by operating activities $ 7.1 $ 15.2 $ 0.6 $ — $ 22.9 Cash flows from investing activities: Capital expenditures — (57.7) — — (57.7) Acquisition of Starplex Cinemas, net of cash acquired — 0.4 — — 0.4 Proceeds from disposition of long-term assets — 5.4 — — 5.4 Other, net — 0.3 — — 0.3 Net cash used in investing activities — (51.6) — — (51.6) Cash flows from financing activities: Net borrowings under Revolving Credit Facility (50.0) — — — (50.0) Principal payments under Term Loan (2.2) — — — (2.2) Principal payments under capital and financing lease obligations — (2.1) — — (2.1) Deferred financing costs (0.5) — — — (0.5) Change in intercompany advances 65.4 (64.2) (1.2) — — Cash used to pay dividends (19.8) — — — (19.8) Net cash used in financing activities (7.1) (66.3) (1.2) — (74.6) Effect of exchange rate changes on cash and equivalents — (0.8) 0.8 — — Net decrease in cash and equivalents 0.0 (103.5) 0.2 — (103.3) Cash and equivalents at beginning of period 1.9 167.0 42.3 — 211.2 Cash and equivalents at end of period $ 1.9 $ 63.5 $ 42.5 $ — $ 107.9 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | Feb. 17, 2017shares | Feb. 13, 2017shares | Mar. 31, 2017segment | Jan. 31, 2017 | Dec. 31, 2016 |
BASIS OF PRESENTATION | |||||
Noncontrolling interests in consolidated subsidiaries (as a percent) | 0.00% | ||||
Number of reportable segments | segment | 2 | ||||
Maximum | |||||
BASIS OF PRESENTATION | |||||
Ownership percentage | 50.00% | ||||
Wanda | |||||
BASIS OF PRESENTATION | |||||
Ownership percentage | 57.93% | ||||
Combined voting power held in Holdings (as a percent) | 80.51% | ||||
AC JV, LLC | |||||
BASIS OF PRESENTATION | |||||
Ownership percentage | 32.00% | ||||
Class A Common Stock | |||||
BASIS OF PRESENTATION | |||||
Number of shares issued | shares | 1,283,255 | 19,047,619 | |||
5.75 % Senior Subordinated Notes due 2025 | |||||
BASIS OF PRESENTATION | |||||
Interest rate of debt (as a percent) | 5.875% | 5.875% | |||
5.75 % Senior Subordinated Notes due 2025 | Minimum | |||||
BASIS OF PRESENTATION | |||||
Interest rate of debt (as a percent) | 5.75% | 5.75% |
ACQUISITION (Details)
ACQUISITION (Details) $ / shares in Units, € in Millions, £ in Millions, SEK in Millions, $ in Millions | Mar. 28, 2017SEK | Mar. 28, 2017EUR (€) | Mar. 28, 2017USD ($) | Mar. 07, 2017item | Dec. 21, 2016USD ($)item$ / sharesshares | Nov. 30, 2016GBP (£)itemshares | Nov. 30, 2016USD ($)item$ / shares£ / $shares | Mar. 31, 2017USD ($)shares | Mar. 31, 2017USD ($)item | Dec. 31, 2016USD ($) | Mar. 27, 2017SEK / $ | Mar. 27, 2017€ / $ | Jan. 31, 2017USD ($) |
Allocation of purchase price | |||||||||||||
Goodwill | $ 4,823.7 | $ 4,823.7 | $ 3,933 | $ 4,823.7 | |||||||||
Current portion | 103.2 | 103.2 | 81.2 | $ 103.2 | |||||||||
Assets held for sale | |||||||||||||
Value of assets held for sale | 221.4 | 221.4 | 70.4 | ||||||||||
Merger Acquisition And Transaction Costs Caption [Member] | NCM LLC | |||||||||||||
ACQUISITION | |||||||||||||
Number of theatres | item | 24 | ||||||||||||
Number of screens | item | 384 | ||||||||||||
Theatres Divested as Required by US DOJ | |||||||||||||
ACQUISITION | |||||||||||||
Number of theatres | item | 17 | ||||||||||||
Assets held for sale | |||||||||||||
Value of assets held for sale | 33.4 | 33.4 | |||||||||||
Number of local markets | item | 15 | ||||||||||||
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% | ||||||||||||
Theatres Divested as Required by US DOJ | NCM LLC | |||||||||||||
Assets held for sale | |||||||||||||
Value of assets held for sale | $ 188 | 188 | |||||||||||
Percent of NCM's total network | 2.00% | ||||||||||||
Total common units received | shares | 361,892 | ||||||||||||
Common units returned under Common Unit Adjustment Agreement | shares | 2,850,453 | ||||||||||||
Common units returned under waiver of exclusivity agreement | shares | 1,807,220 | ||||||||||||
Value of common units returned under waiver of exclusivity agreement | $ 22.6 | ||||||||||||
Net common units received | shares | 14,129,642 | ||||||||||||
Value of net common units received | 176.9 | ||||||||||||
Expenses | $ 1 | ||||||||||||
Nordic | |||||||||||||
ACQUISITION | |||||||||||||
Purchase price, net of cash acquired | SEK 5,756 | $ 654.9 | $ 584.4 | ||||||||||
Foriegn Currency/USD exchange rate | 0.11378 | 1.0865 | |||||||||||
Number of theatres | item | 71 | ||||||||||||
Number of screens | item | 467 | ||||||||||||
Number of seats | item | 67,000 | ||||||||||||
Number of cities | item | 50 | ||||||||||||
Number of countries | item | 7 | ||||||||||||
Allocation of purchase price | |||||||||||||
Cash | 70.5 | ||||||||||||
Receivables | 25 | ||||||||||||
Other current assets | 14 | ||||||||||||
Property | 89.8 | ||||||||||||
Goodwill | 872.1 | ||||||||||||
Deferred tax assets | 5.5 | ||||||||||||
Other long-term assets | 41 | ||||||||||||
Accounts payable | (30.3) | ||||||||||||
Accrued expenses and other liabilities | (26.5) | ||||||||||||
Deferred revenues and income | (43.5) | ||||||||||||
Deferred tax liability | (5.2) | ||||||||||||
Other long-term liabilities | (14.4) | ||||||||||||
Total transaction value | 654.9 | ||||||||||||
Current portion | 4.2 | ||||||||||||
Acquisition-related costs | $ 7.6 | ||||||||||||
Nordic | Minority Investment | |||||||||||||
ACQUISITION | |||||||||||||
Number of theatres | item | 51 | ||||||||||||
Number of screens | item | 216 | ||||||||||||
Nordic | Term Loan Facility (SEK) | |||||||||||||
ACQUISITION | |||||||||||||
Amount of debt repaid | 1,269 | 144.4 | |||||||||||
Amount of interest rate swaps repaid | SEK 13.5 | 1.6 | |||||||||||
Allocation of purchase price | |||||||||||||
Indebtedness assumed | (144.4) | ||||||||||||
Nordic | Term Loan facility (EUR) | |||||||||||||
ACQUISITION | |||||||||||||
Amount of debt repaid | € 156 | 169.5 | |||||||||||
Amount of interest rate swaps repaid | € 1 | 1.1 | |||||||||||
Allocation of purchase price | |||||||||||||
Indebtedness assumed | (169.5) | ||||||||||||
Nordic | Capital and financing lease obligations, 5.75% - 11.5% | |||||||||||||
Allocation of purchase price | |||||||||||||
Indebtedness assumed | $ (29.2) | ||||||||||||
Odeon | |||||||||||||
ACQUISITION | |||||||||||||
Purchase price, net of cash acquired | £ 510.4 | $ 637.1 | |||||||||||
Purchase price, cash | £ 384.8 | $ 480.3 | |||||||||||
Foriegn Currency/USD exchange rate | £ / $ | 1.25 | ||||||||||||
Number of theatres | item | 244 | 244 | |||||||||||
Number of screens | item | 2,243 | 2,243 | |||||||||||
Number of major markets | item | 4 | 4 | |||||||||||
Number of smaller markets | item | 3 | 3 | |||||||||||
Allocation of purchase price | |||||||||||||
Cash | 41.6 | $ 41.6 | |||||||||||
Receivables | 26.2 | 26.2 | |||||||||||
Other current assets | 58.1 | 58.1 | |||||||||||
Property | 738.1 | 738.1 | |||||||||||
Intangible assets | 112.1 | 112.1 | |||||||||||
Goodwill | 916.8 | 916.8 | |||||||||||
Deferred tax assets | 18.7 | 18.7 | |||||||||||
Other long-term assets | 29.6 | 29.6 | |||||||||||
Accounts payable | (78.9) | (78.9) | |||||||||||
Accrued expenses and other liabilities | (118.2) | (118.2) | |||||||||||
Deferred revenues and income | (20.4) | (20.4) | |||||||||||
Deferred tax liability | (21.3) | (21.3) | |||||||||||
Other long-term liabilities | (103) | (103) | |||||||||||
Total transaction value | 637.1 | ||||||||||||
Unfavorable lease acquired | 48.3 | ||||||||||||
Current portion | 26.3 | 26.3 | |||||||||||
Acquisition-related costs | 3.7 | ||||||||||||
Assets held for sale | |||||||||||||
Value of assets held for sale | 7.6 | 7.6 | |||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||
Revenues | 118.8 | ||||||||||||
Net earnings | $ 15.6 | ||||||||||||
Odeon | Preliminary Allocation | |||||||||||||
Allocation of purchase price | |||||||||||||
Cash | $ 41.6 | ||||||||||||
Receivables | 26.2 | ||||||||||||
Other current assets | 58.1 | ||||||||||||
Property | 755.9 | ||||||||||||
Intangible assets | 112.1 | ||||||||||||
Goodwill | 898.6 | ||||||||||||
Deferred tax assets | 18.7 | ||||||||||||
Other long-term assets | 29.6 | ||||||||||||
Accounts payable | (78.9) | ||||||||||||
Accrued expenses and other liabilities | (118.2) | ||||||||||||
Deferred revenues and income | (20.4) | ||||||||||||
Deferred tax liability | (21.3) | ||||||||||||
Other long-term liabilities | (103) | ||||||||||||
Total transaction value | 637.1 | ||||||||||||
Odeon | Changes To Preliminary Allocation | |||||||||||||
Allocation of purchase price | |||||||||||||
Property | (17.8) | (17.8) | |||||||||||
Goodwill | 18.2 | 18.2 | |||||||||||
Odeon | Senior Secured Note GBP 9.0 Percent Due 2018 [Member] | |||||||||||||
Allocation of purchase price | |||||||||||||
Indebtedness assumed | (382.9) | (382.9) | |||||||||||
Odeon | Senior Secured Note GBP 9.0 Percent Due 2018 [Member] | Preliminary Allocation | |||||||||||||
Allocation of purchase price | |||||||||||||
Indebtedness assumed | (382.9) | ||||||||||||
Odeon | Senior Secured Note 4.93 Percent Due 2018 [Member] | |||||||||||||
Allocation of purchase price | |||||||||||||
Indebtedness assumed | (213.7) | (213.7) | |||||||||||
Odeon | Senior Secured Note 4.93 Percent Due 2018 [Member] | Preliminary Allocation | |||||||||||||
Allocation of purchase price | |||||||||||||
Indebtedness assumed | (213.7) | ||||||||||||
Odeon | Capital and financing lease obligations, 5.75% - 11.5% | |||||||||||||
Allocation of purchase price | |||||||||||||
Capital and financing lease obligations | (365.7) | (365.7) | |||||||||||
Odeon | Capital and financing lease obligations, 5.75% - 11.5% | Preliminary Allocation | |||||||||||||
Allocation of purchase price | |||||||||||||
Capital and financing lease obligations | $ (365.3) | ||||||||||||
Odeon | Capital and financing lease obligations, 5.75% - 11.5% | Changes To Preliminary Allocation | |||||||||||||
Allocation of purchase price | |||||||||||||
Capital and financing lease obligations | (0.4) | (0.4) | |||||||||||
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 | £ 125.6 | $ 156.7 | |||||||||||
Shares issued in acquisition, price per share | $ / shares | $ 34.55 | ||||||||||||
Carmike | |||||||||||||
ACQUISITION | |||||||||||||
Purchase price, net of cash acquired | $ 858.2 | (0.1) | |||||||||||
Purchase price, cash | $ 584.3 | ||||||||||||
Number of theatres | item | 271 | ||||||||||||
Number of screens | item | 2,923 | ||||||||||||
Number of states | item | 41 | ||||||||||||
Allocation of purchase price | |||||||||||||
Cash | 86.6 | 86.6 | |||||||||||
Receivables | 12.3 | 12.3 | |||||||||||
Other current assets | 14.2 | 14.2 | |||||||||||
Property | 719.2 | 719.2 | |||||||||||
Intangible assets | 25.9 | 25.9 | |||||||||||
Goodwill | 625.1 | 625.1 | |||||||||||
Other long-term assets | 19.4 | 19.4 | |||||||||||
Accounts payable | (37) | (37) | |||||||||||
Accrued expenses and other liabilities | (53) | (53) | |||||||||||
Deferred revenues and income | (19.9) | (19.9) | |||||||||||
Other long-term liabilities | (51) | (51) | |||||||||||
Total transaction value | 858.2 | ||||||||||||
Unfavorable lease acquired | 50.4 | ||||||||||||
Current portion | 30.4 | 30.4 | |||||||||||
Acquisition-related costs | 5.9 | ||||||||||||
Assets held for sale | |||||||||||||
Value of assets held for sale | 14.1 | 14.1 | |||||||||||
Carmike | Preliminary Allocation | |||||||||||||
Allocation of purchase price | |||||||||||||
Cash | $ 86.5 | ||||||||||||
Receivables | 12.3 | ||||||||||||
Other current assets | 14.2 | ||||||||||||
Property | 719.6 | ||||||||||||
Intangible assets | 25.9 | ||||||||||||
Goodwill | 624.8 | ||||||||||||
Other long-term assets | 19.4 | ||||||||||||
Accounts payable | (37) | ||||||||||||
Accrued expenses and other liabilities | (53) | ||||||||||||
Deferred revenues and income | (19.9) | ||||||||||||
Other long-term liabilities | (51) | ||||||||||||
Total transaction value | 858.2 | ||||||||||||
Carmike | Changes To Preliminary Allocation | |||||||||||||
Allocation of purchase price | |||||||||||||
Cash | 0.1 | 0.1 | |||||||||||
Property | (0.4) | (0.4) | |||||||||||
Goodwill | $ 0.3 | 0.3 | |||||||||||
Carmike | Theatres Divested as Required by US DOJ | |||||||||||||
ACQUISITION | |||||||||||||
Number of theatres | item | 5 | ||||||||||||
Carmike | Theatres Divested as Required by US DOJ | NCM LLC | |||||||||||||
Assets held for sale | |||||||||||||
Total common units received | shares | 18,425,423 | ||||||||||||
Carmike | 6.0% Senior Secured Notes due 2023 | |||||||||||||
Allocation of purchase price | |||||||||||||
Deferred tax liability | $ (19.5) | (19.5) | |||||||||||
Indebtedness assumed | (230) | (242.1) | (242.1) | ||||||||||
Carmike | 6.0% Senior Secured Notes due 2023 | Preliminary Allocation | |||||||||||||
Allocation of purchase price | |||||||||||||
Deferred tax liability | (19.5) | ||||||||||||
Indebtedness assumed | (242.1) | ||||||||||||
Carmike | Capital and financing lease obligations, 5.75% - 11.5% | |||||||||||||
Allocation of purchase price | |||||||||||||
Indebtedness assumed | $ (222) | $ (222) | |||||||||||
Carmike | Capital and financing lease obligations, 5.75% - 11.5% | Preliminary Allocation | |||||||||||||
Allocation of purchase price | |||||||||||||
Indebtedness assumed | $ (222) | ||||||||||||
Carmike | Class A Common Stock | |||||||||||||
ACQUISITION | |||||||||||||
Number of shares issued in acquisition | shares | 8,189,808 | ||||||||||||
Value of equity portion of consideration | $ 273.9 | ||||||||||||
Shares issued in acquisition, price per share | $ / shares | $ 33.45 |
ACQUISITION - Activity of goodw
ACQUISITION - Activity of goodwill (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Jan. 31, 2017 | Mar. 31, 2017 | |
Activity of goodwill | ||
Balance at the beginning of the period | $ 3,933 | $ 3,933 |
Effect of foreign currency exchange | 0.1 | |
Balance at the end of the period | 4,823.7 | 4,823.7 |
Nordic | ||
Activity of goodwill | ||
Acquisition | 872.1 | |
Odeon | ||
Activity of goodwill | ||
Adjustments to acquisition | 18.2 | |
Balance at the end of the period | 916.8 | |
Carmike | ||
Activity of goodwill | ||
Adjustments to acquisition | $ 0.3 | |
Balance at the end of the period | $ 625.1 |
INVESTMENTS (Details)
INVESTMENTS (Details) $ / shares in Units, $ in Millions | Mar. 07, 2017item | Mar. 31, 2017USD ($)shares | Mar. 31, 2017USD ($)itemshares | Sep. 30, 2015USD ($) | Mar. 16, 2017$ / shares |
Investments | |||||
Consideration received for spin-off | $ 235.2 | ||||
Equity Method Investments Ownership Transactions [Abstract] | |||||
Loss NCM charged to merger, acquisition and transaction costs | $ 22.6 | ||||
NCM LLC | |||||
Investments | |||||
Ownership percentage | 24.70% | 24.70% | |||
NCM LLC | Investment Income (Expense) [Member] | |||||
Equity Method Investments Ownership Transactions [Abstract] | |||||
Receipt under tax receivable agreement | $ 5.5 | $ 7.2 | |||
Open Road Releasing, LLC, Operator of ORF | |||||
Investments | |||||
Ownership percentage | 50.00% | 50.00% | |||
AC JV, LLC | |||||
Investments | |||||
Ownership percentage | 32.00% | 32.00% | |||
DCIP | |||||
Investments | |||||
Ownership percentage | 29.00% | 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 | ||||
Theatre Partnerships | |||||
Investments | |||||
Ownership percentage | 50.00% | 50.00% | |||
Number of theatres | item | 5 | ||||
Number of screens | item | 1 | ||||
Theatre Partnerships | Europe | |||||
Investments | |||||
Ownership percentage | 50.00% | 50.00% | |||
Number of theatres | item | 51 | ||||
DCDC | |||||
Investments | |||||
Ownership percentage | 14.60% | 14.60% | |||
Theatres Divested as Required by US DOJ | |||||
Investments | |||||
Number of theatres | item | 17 | ||||
Theatres Divested as Required by US DOJ | NCM LLC | |||||
Investments | |||||
Total common units received | shares | 361,892 | ||||
Common units returned under Common Unit Adjustment Agreement | shares | 2,850,453 | ||||
Common units returned under waiver of exclusivity agreement | shares | 1,807,220 | ||||
Value of common units returned under waiver of exclusivity agreement | $ 22.6 | ||||
Net common units received | shares | 14,129,642 | ||||
Value of net common units received | $ 176.9 | ||||
Expenses | $ 1 | ||||
Equity Method Investments Ownership Transactions [Abstract] | |||||
Gain on divestment of equity method investment | $ (1.2) | ||||
Price per share (in dollars per share) | $ / shares | $ 12.52 | ||||
Maximum | |||||
Investments | |||||
Ownership percentage | 50.00% | 50.00% |
INVESTMENTS - Sum. Finan. Info
INVESTMENTS - Sum. Finan. Info and Earnings (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Operating Results: | |||
Revenues | $ 117.4 | $ 116.8 | |
Operating costs and expenses | 101.1 | 105.8 | |
Net earnings (loss) | 16.3 | 11 | |
Recorded equity in earnings | (2.3) | 4.2 | |
NCM LLC | |||
Financial Condition: | |||
The company's recorded investment | 482.5 | $ 323.9 | |
Operating Results: | |||
Recorded equity in earnings | (6) | (2.1) | |
DCIP | |||
Operating Results: | |||
Recorded equity in earnings | 7.4 | 5.8 | |
Other | |||
Operating Results: | |||
Recorded equity in earnings | $ (3.7) | $ 0.5 |
INVESTMENTS - Related Party Tra
INVESTMENTS - Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Related Party Transactions | |||
Gross film exhibition cost | $ 420.7 | $ 262.3 | |
NCM LLC | |||
Related Party Transactions | |||
Amounts due from affiliate | 2.7 | $ 2.6 | |
Amounts due to affiliate | 1.3 | 1.4 | |
Note payable to affiliate | 4.2 | 4.2 | |
Advertising revenue | 11.6 | 10.5 | |
Advertising expense | 1.9 | 1.5 | |
DCM | |||
Related Party Transactions | |||
Amounts due from affiliate | 1.3 | ||
Advertising revenue | $ 5.4 | ||
Interest in non-consolidated affiliates (as a percent) | 50.00% | ||
DCIP | |||
Related Party Transactions | |||
Amounts due from affiliate | $ 2.3 | 2.1 | |
Deferred rent liability for digital projectors | $ 8.3 | 8.4 | |
Equipment rental term | 12 years | ||
Open Road Releasing, LLC, Operator of ORF | |||
Related Party Transactions | |||
Amounts due from affiliate | $ 2.8 | 4.8 | |
Amounts due to affiliate | 1.3 | 0.1 | |
Gross film exhibition cost | 4.3 | 3.6 | |
Additional loss | 4.7 | ||
Cumulative loss | 40.4 | 43.7 | |
Capital commitment | 5 | ||
AC JV, LLC | |||
Related Party Transactions | |||
Amounts due to affiliate | 1.4 | $ 0.6 | |
Gross film exhibition cost | $ 3.6 | $ 2 |
INVESTMENTS - Rollforwards (Det
INVESTMENTS - Rollforwards (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2012 | |
Other comprehensive income rollforward | |||||||||
Balance at the beginning of the period | $ 2,009.6 | ||||||||
Unrealized gain from cash flow hedge | 1.9 | $ 1.9 | |||||||
Balance at the end of the period | $ 2,600.6 | 2,600.6 | $ 2,009.6 | ||||||
Equity in (earnings) loss of non-consolidated entities | 2.3 | (4.2) | |||||||
NCM LLC | |||||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | |||||||||
Balance at the beginning of the period | 323.9 | ||||||||
Receipt of common units | 235.2 | ||||||||
Receipt of excess cash distributions | (12.3) | ||||||||
Surrender of common units for transferred theatres | (36.4) | ||||||||
Surrender of common units for make whole agreement | (23.1) | ||||||||
Impairment - held for sale | (1.9) | ||||||||
Equity in loss from amortization of basis difference | (2.9) | ||||||||
Balance at the end of the period | 482.5 | 482.5 | 323.9 | ||||||
Other comprehensive income rollforward | |||||||||
Equity in (earnings) loss of non-consolidated entities | $ 6 | $ 2.1 | |||||||
Common Membership Units rollforward | |||||||||
Term of amortization of the exhibitor services agreement (ESA) with NCM | 30 years | ||||||||
NCM LLC | Exhibitor Services Agreement | |||||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | |||||||||
Receipt of common units | $ (235.2) | ||||||||
Surrender of common units for transferred theatres | 35.7 | ||||||||
NCM LLC | Other Comprehensive (Income) | |||||||||
Other comprehensive income rollforward | |||||||||
Balance at the beginning of the period | 4 | ||||||||
Balance at the end of the period | 4 | 4 | 4 | ||||||
NCM LLC | Cash Received | |||||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | |||||||||
Balance at the end of the period | 12.3 | 12.3 | |||||||
Other comprehensive income rollforward | |||||||||
Cash receipt of excess cash distributions | 12.3 | ||||||||
NCM LLC | Equity in (Earnings)/Loss | |||||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | |||||||||
Surrender of common units for transferred theatres | 0.7 | ||||||||
Surrender of common units for make whole agreement | 0.5 | ||||||||
Impairment - held for sale | 1.9 | ||||||||
Equity in loss from amortization of basis difference | 2.9 | ||||||||
Balance at the end of the period | 6 | 6 | |||||||
NCM LLC | G&A: Mergers and Acquisitions Expense | |||||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | |||||||||
Surrender of common units for transferred theatres | 22.6 | ||||||||
Balance at the end of the period | 22.6 | 22.6 | |||||||
NCM LLC | Advertising (Revenue) | |||||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | |||||||||
Amortization of ESA | 5.1 | ||||||||
Other comprehensive income rollforward | |||||||||
Advertising (revenue) for the period | (5.1) | ||||||||
NCM LLC | Exhibitor Services Agreement | Exhibitor Services Agreement | |||||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | |||||||||
Amortization of ESA | 5.1 | ||||||||
Exhibitor services agreement rollforward | |||||||||
Balance at the beginning of the period | (359.2) | ||||||||
Balance at the end of the period | $ (553.6) | $ (553.6) | $ (359.2) | ||||||
NCM LLC | Common Stock | |||||||||
Common Membership Units rollforward | |||||||||
Number of units owned (in shares) | 200,000 | 200,000 | |||||||
Estimated fair market value of the units | $ 482.4 | $ 482.4 | |||||||
Price per share (in dollars per share) | $ 12.63 | $ 12.63 | |||||||
NCM LLC | Member Units [Member] | |||||||||
Common Membership Units rollforward | |||||||||
Number of units owned (in shares) | 37,992,630 | 37,992,630 | |||||||
NCM LLC | Member Units Tranche 1 [Member] | |||||||||
Common Membership Units rollforward | |||||||||
Number of units owned (in shares) | 17,323,782 | 17,323,782 | 17,323,782 | ||||||
Membership units received in ESA (in shares) | |||||||||
NCM LLC | Member Units Tranche 2 [Member] | |||||||||
Common Membership Units rollforward | |||||||||
Number of units owned (in shares) | 20,668,848 | 20,668,848 | |||||||
Membership units received in ESA (in shares) | 18,787,315 | 18,787,315 | 4,399,324 | 469,163 | 141,731 | 1,728,988 | |||
Units exchanged for NCM, Inc. shares | (200,000) | ||||||||
Number of units surrendered | (2,850,453) | ||||||||
Price per share (in dollars per share) | $ 12.52 | $ 12.52 | $ 15.75 | $ 14.52 | $ 15.08 | $ 15.22 | |||
NCM LLC | Member Units Tranche 2 [Member] | Exhibitor Services Agreement | |||||||||
Common Membership Units rollforward | |||||||||
Number of units surrendered | (1,807,220) |
INVESTMENTS - Agreements (Detai
INVESTMENTS - Agreements (Details) - Theatres Divested as Required by US DOJ - USD ($) $ / shares in Units, $ in Millions | Mar. 07, 2017 | Mar. 31, 2017 | Mar. 31, 2017 | Mar. 16, 2017 |
Investments | ||||
Maximum equity interest, final, as a percent | 4.99% | |||
NCM LLC | ||||
Investments | ||||
Total common units received | 361,892 | |||
Common units returned under Common Unit Adjustment Agreement | 2,850,453 | |||
Common units returned under waiver of exclusivity agreement | 1,807,220 | |||
Value of common units returned under waiver of exclusivity agreement | $ 22.6 | |||
Loss on NCM transactions | $ 1.2 | |||
Net common units received | 14,129,642 | |||
Value of net common units received | $ 176.9 | |||
Price per share (in dollars per share) | $ 12.52 | |||
Expenses | $ 1 | |||
Impairment charge | 1.9 | |||
Available-for-sale | NCM LLC | ||||
Investments | ||||
Maximum equity interest, final, as a percent | 15.00% | |||
Assets held for sale | $ 188 | $ 188 | ||
Total common units received | 14,887,453 | |||
Carmike | NCM LLC | ||||
Investments | ||||
Total common units received | 18,425,423 |
CORPORATE BORROWINGS (Details)
CORPORATE BORROWINGS (Details) £ in Millions, $ in Millions | Mar. 31, 2017GBP (£) | Mar. 31, 2017USD ($) | Mar. 17, 2017GBP (£) | Mar. 17, 2017USD ($) | Jan. 31, 2017USD ($) | Dec. 31, 2016GBP (£) | Dec. 31, 2016USD ($) | Dec. 21, 2016USD ($) |
CORPORATE BORROWINGS | ||||||||
Deferred charges | $ (108.1) | $ (82.9) | ||||||
Unamortized premium and discounts | 27.7 | 9.4 | ||||||
Long-term Debt and Capital Lease Obligations, Including Current Maturities, Total | 4,896.3 | 4,436.3 | ||||||
Less: current maturities | $ (103.2) | (103.2) | (81.2) | |||||
Corporate borrowings and capital and financing lease obligations, non-current | 4,793.1 | 4,355.1 | ||||||
Senior Secured Credit Facility Term-Loan due 2022 | ||||||||
CORPORATE BORROWINGS | ||||||||
Corporate borrowings and capital and financing lease obligations | 869.6 | 871.8 | ||||||
Stated interest rate (as a percent) | 3.66% | 3.66% | ||||||
Senior Secured Credit Facility Term Loan Due 2023 | ||||||||
CORPORATE BORROWINGS | ||||||||
Corporate borrowings and capital and financing lease obligations | 500 | 500 | ||||||
Stated interest rate (as a percent) | (3.73%) | (3.73%) | ||||||
Bridge Loan Agreement due 2017 (7.0% as of March 31, 2017) | ||||||||
CORPORATE BORROWINGS | ||||||||
Corporate borrowings and capital and financing lease obligations | 350 | |||||||
Deferred charges | $ (4.4) | |||||||
Stated interest rate (as a percent) | 7.00% | 7.00% | ||||||
Debt Instrument, Face Amount | $ 350 | |||||||
5% Promissory Note payable to NCM due 2019 | ||||||||
CORPORATE BORROWINGS | ||||||||
Corporate borrowings and capital and financing lease obligations | 4.2 | $ 4.2 | ||||||
Stated interest rate (as a percent) | 5.00% | 5.00% | 5.00% | 5.00% | ||||
5.875% Senior Subordinated Notes due 2022 | ||||||||
CORPORATE BORROWINGS | ||||||||
Corporate borrowings and capital and financing lease obligations | 375 | $ 375 | ||||||
6.0% Senior Secured Notes due 2023 | ||||||||
CORPORATE BORROWINGS | ||||||||
Corporate borrowings and capital and financing lease obligations | $ 230 | $ 230 | ||||||
Stated interest rate (as a percent) | 6.00% | 6.00% | 6.00% | |||||
6.375% Senior Subordinated Notes due 2024 | ||||||||
CORPORATE BORROWINGS | ||||||||
Corporate borrowings and capital and financing lease obligations | $ 626.8 | $ 308.4 | ||||||
Deferred charges | $ (12.4) | |||||||
Stated interest rate (as a percent) | 6.375% | 6.375% | 6.375% | 6.375% | 6.375% | |||
Debt Instrument, Face Amount | £ | £ 500 | £ 250 | £ 500 | |||||
5.75 % Senior Subordinated Notes due 2025 | ||||||||
CORPORATE BORROWINGS | ||||||||
Corporate borrowings and capital and financing lease obligations | $ 600 | $ 600 | ||||||
Stated interest rate (as a percent) | 5.875% | 5.875% | 5.875% | |||||
5.75 % Senior Subordinated Notes due 2025 | Minimum | ||||||||
CORPORATE BORROWINGS | ||||||||
Stated interest rate (as a percent) | 5.75% | 5.75% | 5.75% | |||||
5.875% Senior Subordinated Notes due 2026 | ||||||||
CORPORATE BORROWINGS | ||||||||
Corporate borrowings and capital and financing lease obligations | $ (595) | $ (595) | ||||||
Stated interest rate (as a percent) | 5.875% | 5.875% | 5.875% | 5.875% | ||||
6.125% Senior Subordinated Notes due 2027 | ||||||||
CORPORATE BORROWINGS | ||||||||
Corporate borrowings and capital and financing lease obligations | 475 | |||||||
Deferred charges | $ (18.5) | |||||||
Stated interest rate (as a percent) | 6.125% | 6.125% | 6.125% | 6.125% | 6.125% | 6.125% | ||
Debt Instrument, Face Amount | $ 475 | |||||||
Capital and financing lease obligations, 5.75% - 11.5% | ||||||||
CORPORATE BORROWINGS | ||||||||
Corporate borrowings and capital and financing lease obligations | $ (701.1) | $ (675.4) | ||||||
Capital and financing lease obligations, 5.75% - 11.5% | Minimum | ||||||||
CORPORATE BORROWINGS | ||||||||
Stated interest rate (as a percent) | 5.75% | 5.75% | ||||||
Capital and financing lease obligations, 5.75% - 11.5% | Maximum | ||||||||
CORPORATE BORROWINGS | ||||||||
Stated interest rate (as a percent) | 11.50% | 11.50% |
CORPORATE BORROWINGS - Senior S
CORPORATE BORROWINGS - Senior Secured Credit Facility (Details) £ in Millions | Mar. 17, 2017GBP (£) | Feb. 13, 2017USD ($) | Mar. 31, 2017GBP (£) | Mar. 17, 2017USD ($) | Jan. 31, 2017USD ($) | Dec. 31, 2016GBP (£) | Dec. 31, 2016USD ($) | Dec. 21, 2016USD ($) |
Corporate borrowings and capital and financing lease obligations | ||||||||
Deferred financing costs | $ 108,100,000 | $ 82,900,000 | ||||||
Bridge Loan Agreement due 2017 (7.0% as of March 31, 2017) | ||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||
Debt instrument face amount | $ 350,000,000 | |||||||
Deferred financing costs | $ 4,400,000 | |||||||
Stated interest rate (as a percent) | 7.00% | |||||||
Repayment of Bridge Loan | $ 350 | |||||||
Loss on repaymnet of notes | $ 400,000 | |||||||
6.125% Senior Subordinated Notes due 2027 | ||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||
Debt instrument face amount | $ 475,000,000 | |||||||
Deferred financing costs | $ 18,500,000 | |||||||
Stated interest rate (as a percent) | 6.125% | 6.125% | 6.125% | 6.125% | 6.125% | |||
Number of days to file | 270 days | |||||||
Number of days for effectiveness | 365 days | |||||||
6.125% Senior Subordinated Notes due 2027 | If certain conditions are met | ||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||
Redemption price of debt instrument (as a percent) | 35.00% | |||||||
6.125% Senior Subordinated Notes due 2027 | Minimum | ||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||
Redemption price of debt instrument (as a percent) | 100.00% | |||||||
6.125% Senior Subordinated Notes due 2027 | Maximum | ||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||
Redemption price of debt instrument (as a percent) | 103.063% | |||||||
6.375% Senior Subordinated Notes due 2024 | ||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||
Debt instrument face amount | £ | £ 250 | £ 500 | £ 500 | |||||
Deferred financing costs | $ 12,400,000 | |||||||
Stated interest rate (as a percent) | 6.375% | 6.375% | 6.375% | 6.375% | 6.375% | |||
Percentage of principal amount of the outstanding Original Notes validly tendered under exchange offer | 106.00% | |||||||
Outstanding aggregate principal balance | £ | £ 250 | |||||||
Number of days to file | 270 days | |||||||
Number of days for effectiveness | 365 days | |||||||
6.375% Senior Subordinated Notes due 2024 | Minimum | ||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||
Redemption price of debt instrument (as a percent) | 100.00% | |||||||
6.375% Senior Subordinated Notes due 2024 | Maximum | ||||||||
Corporate borrowings and capital and financing lease obligations | ||||||||
Redemption price of debt instrument (as a percent) | 104.781% | |||||||
Debt instrument redemption price as a percentage of principal amount | 35.00% |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | Apr. 27, 2017USD ($) | Mar. 31, 2017USD ($)item$ / sharesshares | Feb. 17, 2017USD ($)$ / sharesshares | Feb. 13, 2017USD ($)$ / sharesshares | Mar. 01, 2016 | Mar. 31, 2017USD ($)item$ / sharesshares | Mar. 31, 2016USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Feb. 28, 2017USD ($) | Dec. 31, 2016USD ($) |
Dividends | ||||||||||||
Amount per Share of Common Stock | $ / shares | $ 0.20 | |||||||||||
Dividends declared | $ 26,200,000 | |||||||||||
Dividends and dividend equivalents | 26,200,000 | $ 19,800,000 | ||||||||||
Shares surrendered to pay for payroll taxes, value | $ 6,400,000 | |||||||||||
Number of shares surrendered for taxes | shares | 191,096 | |||||||||||
Accrued unpaid dividends | $ 100,000 | $ 100,000 | ||||||||||
Additional Public Offering | ||||||||||||
Value of shares issued | 617,500,000 | |||||||||||
Net proceeds | 617,500,000 | |||||||||||
Additional paid-in capital | 2,237,800,000 | 2,237,800,000 | $ 1,627,300,000 | |||||||||
Equity disclosures | ||||||||||||
Increase (decrease) to additional paid-in capital related to stock based compensation | 100,000 | |||||||||||
Total estimated unrecognized compensation cost related to nonvested stock-based compensation arrangements | $ 26,000,000 | $ 26,000,000 | ||||||||||
Expected performance target to be achieved (as a percent) | 100.00% | |||||||||||
General and administrative | ||||||||||||
Equity disclosures | ||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 100,000 | $ 1,100,000 | ||||||||||
Forecast | ||||||||||||
Equity disclosures | ||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 4,500,000 | $ 8,800,000 | $ 12,700,000 | |||||||||
RSU and PSU Units | ||||||||||||
Equity disclosures | ||||||||||||
Restricted stock unit granted (in shares) | shares | 690,238 | |||||||||||
Shares of RSU and PSU | ||||||||||||
Balance at the beginning of the period (in shares) | shares | 556,510 | 556,510 | ||||||||||
Granted (in shares) | shares | 690,238 | |||||||||||
Vested (in shares) | shares | (92,722) | |||||||||||
Forfeited (in shares) | shares | (370) | |||||||||||
Nonvested at the end of the period (in shares) | shares | 1,153,656 | 1,153,656 | ||||||||||
Weighted Average Grant Date Fair Value | ||||||||||||
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 24.88 | $ 24.88 | ||||||||||
Granted (in dollars per share) | $ / shares | 31.45 | |||||||||||
Vested (in dollars per share) | $ / shares | 24.88 | |||||||||||
Forfeited (in dollars per share) | $ / shares | 24.88 | |||||||||||
Unvested at the end of the period (in dollars per share) | $ / shares | $ 28.81 | $ 28.81 | ||||||||||
Performance Stock Unit | ||||||||||||
Equity disclosures | ||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ (2,000,000) | |||||||||||
Members of Management and Executive Officers | Performance Stock Unit Transition Award | ||||||||||||
Equity disclosures | ||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 1,300,000 | |||||||||||
Expected performance target to be achieved (as a percent) | 100.00% | |||||||||||
Shares granted | shares | 318,323 | |||||||||||
Number of days from the termination of service for settlement of fully vested RSU | 30 days | |||||||||||
Number of PSUs vesting, if Holdings does not achieve free cash flow minimum performance target | shares | 0 | |||||||||||
Members of Management and Executive Officers | Performance Stock Unit Transition Award | Minimum | ||||||||||||
Equity disclosures | ||||||||||||
PSUs vesting as a percentage of performance target | 30.00% | |||||||||||
Percentage of performance target | 80.00% | |||||||||||
Awards to be granted on achieving specified percentage of performance target (in shares) | shares | 39,908 | |||||||||||
Members of Management and Executive Officers | Performance Stock Unit Transition Award | Maximum | ||||||||||||
Equity disclosures | ||||||||||||
PSUs vesting as a percentage of performance target | 150.00% | |||||||||||
Percentage of performance target | 120.00% | |||||||||||
Members of Management and Executive Officers | Performance Stock Unit | ||||||||||||
Equity disclosures | ||||||||||||
Expected performance target to be achieved (as a percent) | 100.00% | |||||||||||
Price per share (in dollars per share) | $ / shares | $ 31.45 | $ 31.45 | ||||||||||
Number of days from the termination of service for settlement of fully vested RSU | 30 days | |||||||||||
Period of cumulative free cash flow and net income required to meet the performance target condition | 3 years | |||||||||||
Number of PSUs vesting, if Holdings does not achieve free cash flow minimum performance target | shares | 0 | |||||||||||
Grant date fair value (in dollars) | $ 10,000,000 | |||||||||||
Members of Management and Executive Officers | Performance Stock Unit | Forecast | Other General And Administrative Expense Caption [Member] | ||||||||||||
Equity disclosures | ||||||||||||
Stock-based compensation expense included in general and administrative expenses | 5,700,000 | |||||||||||
Members of Management and Executive Officers | Performance Stock Unit | Minimum | ||||||||||||
Equity disclosures | ||||||||||||
PSUs vesting as a percentage of performance target | 30.00% | |||||||||||
Percentage of performance target | 80.00% | |||||||||||
Members of Management and Executive Officers | Performance Stock Unit | Maximum | ||||||||||||
Equity disclosures | ||||||||||||
PSUs vesting as a percentage of performance target | 200.00% | |||||||||||
Percentage of performance target | 120.00% | |||||||||||
Members of Management | Performance Stock Unit Transition Award | ||||||||||||
Equity disclosures | ||||||||||||
Price per share (in dollars per share) | $ / shares | $ 31.45 | $ 31.45 | ||||||||||
Grant date fair value (in dollars) | $ 1,300,000 | |||||||||||
Members of Management | Performance Stock Unit | Forecast | ||||||||||||
Equity disclosures | ||||||||||||
Stock-based compensation expense included in general and administrative expenses | 2,000,000 | |||||||||||
2013 Equity Incentive Plan | ||||||||||||
Equity disclosures | ||||||||||||
Number of shares authorized | shares | 9,474,000 | 9,474,000 | ||||||||||
Number of shares remaining available for grant | shares | 7,240,752 | 7,240,752 | ||||||||||
Price per share (in dollars per share) | $ / shares | $ 31.45 | $ 31.45 | ||||||||||
2013 Equity Incentive Plan | Members of Management and Executive Officers | Performance Stock Unit Transition Award | Minimum | ||||||||||||
Equity disclosures | ||||||||||||
Percentage of performance target | 100.00% | |||||||||||
2013 Equity Incentive Plan | Members of Management | Restricted Stock Unit | ||||||||||||
Equity disclosures | ||||||||||||
Restricted stock unit granted (in shares) | shares | 189,109 | |||||||||||
Number of shares to be received for each unit | shares | 1 | 1 | ||||||||||
Number of days from the termination of service for settlement of fully vested RSU | 30 days | |||||||||||
Grant date fair value (in dollars) | $ 5,900,000 | |||||||||||
Shares of RSU and PSU | ||||||||||||
Granted (in shares) | shares | 189,109 | |||||||||||
Related Party Transactions | ||||||||||||
Percentage of options that will vest on each of the anniversaries from the date of grant | 33.00% | |||||||||||
2013 Equity Incentive Plan | Members of Management | Performance Stock Unit | ||||||||||||
Equity disclosures | ||||||||||||
Price per share (in dollars per share) | $ / shares | $ 31.45 | $ 31.45 | ||||||||||
2013 Equity Incentive Plan | Executive Officers | Restricted Stock Unit | ||||||||||||
Equity disclosures | ||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 1,400,000 | |||||||||||
Price per share (in dollars per share) | $ / shares | $ 31.45 | $ 31.45 | ||||||||||
Shares granted | shares | 129,214 | |||||||||||
Number of days from the termination of service for settlement of fully vested RSU | 30 days | |||||||||||
Grant date fair value (in dollars) | $ 4,100,000 | |||||||||||
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 | |||||||||||
Class A Common Stock | ||||||||||||
Common Stock Rights and Privileges | ||||||||||||
Number of votes per share | item | 1 | |||||||||||
Dividends | ||||||||||||
Dividends and dividend equivalents | $ 11,000,000 | |||||||||||
Additional Public Offering | ||||||||||||
Number of shares issued | shares | 1,283,255 | 19,047,619 | ||||||||||
Price per share | $ / shares | $ 31.50 | $ 31.50 | ||||||||||
Value of shares issued | $ 40,400,000 | $ 600,000,000 | ||||||||||
Net proceeds | $ 39,000,000 | 579,000,000 | ||||||||||
Repayment of Bridge Loan | $ 350,000,000 | |||||||||||
Class A Common Stock | Subsequent Events | ||||||||||||
Dividends | ||||||||||||
Dividends declared | $ 0.20 | |||||||||||
Class A Common Stock | 2013 Equity Incentive Plan | Board of Director | ||||||||||||
Equity disclosures | ||||||||||||
Number of Board of Directors to whom common stock was granted | item | 5 | |||||||||||
Shares granted | shares | 13,684 | |||||||||||
Class A Common Stock | 2013 Equity Incentive Plan | Board of Director | Other General And Administrative Expense Caption [Member] | ||||||||||||
Equity disclosures | ||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 400,000 | |||||||||||
Class B Common Stock | ||||||||||||
Common Stock Rights and Privileges | ||||||||||||
Number of votes per share | item | 3 | |||||||||||
Number of shares to be issued on conversion of each common stock at option of holder | shares | 1 | |||||||||||
Number of shares to be issued on automatic conversion of each common stock | shares | 1 | |||||||||||
Dividends | ||||||||||||
Dividends and dividend equivalents | $ 15,200,000 | |||||||||||
Class B Common Stock | Subsequent Events | ||||||||||||
Dividends | ||||||||||||
Dividends declared | $ 0.20 | |||||||||||
Dividend Equivalents | ||||||||||||
Dividends | ||||||||||||
Dividends and dividend equivalents | 100,000 | |||||||||||
Wanda | ||||||||||||
Additional Public Offering | ||||||||||||
Additional paid-in capital | $ 10,000,000 | |||||||||||
Receivable due from related party | $ 200,000 | 200,000 | 10,600,000 | |||||||||
Reimbursements | 100,000 | |||||||||||
Related Party Transactions | ||||||||||||
Receivable due from related party | $ 200,000 | $ 200,000 | $ 10,600,000 | |||||||||
Mr. Aron | Class A Common Stock | ||||||||||||
Additional Public Offering | ||||||||||||
Number of shares issued | shares | 31,747 | |||||||||||
Price per share | $ / shares | $ 31.50 |
INCOME TAXES - Effective income
INCOME TAXES - Effective income tax rate on earnings (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | |
Effect of: | ||||
Effective income tax rate (as a percent) | 39.00% | |||
Net discrete benefit | $ 2.7 | |||
Tax contingencies and other tax liabilities | 14.2 | $ 12.7 | ||
Income tax benefit | $ 9.2 | $ 19.2 | $ (18.1) | |
Forecast | Federal | ||||
Effect of: | ||||
Effective income tax rate (as a percent) | 39.50% | |||
Forecast | Foreign | ||||
Effect of: | ||||
Effective income tax rate (as a percent) | 4.00% | |||
Revised Forecast | Federal | ||||
Effect of: | ||||
Effective income tax rate (as a percent) | 53.30% | 36.50% |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair value on a nonrecurring basis (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Other Fair Value Measurement Disclosures | ||
Current maturities of corporate borrowings, carrying value | $ 15.2 | |
Corporate borrowings, noncurrent, carrying value | 4,180 | $ 3,745.8 |
Significant Other Observable Inputs (Level 2) | ||
Other Fair Value Measurement Disclosures | ||
Current maturities of corporate borrowings, fair value | 14.2 | |
Corporate borrowings, noncurrent, fair value | 4,362.3 | |
Significant Unobservable Inputs (Level 3) | ||
Other Fair Value Measurement Disclosures | ||
Current maturities of corporate borrowings, fair value | 1.4 | |
Corporate borrowings, noncurrent, fair value | 2.8 | |
AMCEH | ||
Other Fair Value Measurement Disclosures | ||
Corporate borrowings, noncurrent, carrying value | $ 4,177.3 | $ 3,743 |
FAIR VALUE MEASUREMENTS - Fai49
FAIR VALUE MEASUREMENTS - Fair value on a recurring basis (Details) - Recurring Basis $ in Millions | Mar. 31, 2017USD ($) |
Other long-term assets: | |
Money market mutual funds | $ 0.2 |
Total assets at fair value | 9.1 |
Mutual Fund Large U.S. Equity | |
Other long-term assets: | |
Equity securities, available-for-sale: | 2.7 |
Mutual Fund Small/Mid U.S. Equity | |
Other long-term assets: | |
Equity securities, available-for-sale: | 3.2 |
Mutual Fund International | |
Other long-term assets: | |
Equity securities, available-for-sale: | 1 |
Mutual Fund Balanced | |
Other long-term assets: | |
Equity securities, available-for-sale: | 0.6 |
Mutual Fund Fixed Income | |
Other long-term assets: | |
Equity securities, available-for-sale: | 1.4 |
Quoted Prices in Active Market (Level 1) | |
Other long-term assets: | |
Money market mutual funds | 0.2 |
Total assets at fair value | 9.1 |
Quoted Prices in Active Market (Level 1) | Mutual Fund Large U.S. Equity | |
Other long-term assets: | |
Equity securities, available-for-sale: | 2.7 |
Quoted Prices in Active Market (Level 1) | Mutual Fund Small/Mid U.S. Equity | |
Other long-term assets: | |
Equity securities, available-for-sale: | 3.2 |
Quoted Prices in Active Market (Level 1) | Mutual Fund International | |
Other long-term assets: | |
Equity securities, available-for-sale: | 1 |
Quoted Prices in Active Market (Level 1) | Mutual Fund Balanced | |
Other long-term assets: | |
Equity securities, available-for-sale: | 0.6 |
Quoted Prices in Active Market (Level 1) | Mutual Fund Fixed Income | |
Other long-term assets: | |
Equity securities, available-for-sale: | $ 1.4 |
THEATRE AND OTHER CLOSURE AND50
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
A roll forward of reserves for theatre and other closure and disposition of assets | ||
Beginning balance | $ 34.6 | $ 43 |
Theatre and other closure expense | 0.9 | 1.5 |
Transfer of assets and liabilities | 0.8 | |
Foreign currency translation adjustment | 0.2 | 0.2 |
Cash payments | (3) | (3.3) |
Ending balance | 33.5 | $ 41.4 |
Accrued Expenses And Other Liabilities Current Caption [Member] | ||
A roll forward of reserves for theatre and other closure and disposition of assets | ||
Current portion included with accrued expenses and other liabilities | 8.9 | |
Other Noncurrent Liabilities [Member] | ||
A roll forward of reserves for theatre and other closure and disposition of assets | ||
Long-term portion included with other long-term liabilities | $ 24.6 |
ACCUMULATED OTHER COMPREHENSI51
ACCUMULATED OTHER COMPREHENSIVE INCOME - Change in AOCI by component (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Changes in accumulated other comprehensive income | ||
Balance at the beginning of the period | $ 2,009.6 | |
Other comprehensive income (loss), net of tax | (1.9) | $ (1.9) |
Balance at the end of the period | 2,600.6 | |
Accumulated Other Comprehensive Income (Loss) | ||
Changes in accumulated other comprehensive income | ||
Balance at the beginning of the period | (2.5) | 2.8 |
Other comprehensive income (loss) before reclassifications | (2) | (0.2) |
Amounts reclassified from accumulated other comprehensive income | 0.1 | (1.7) |
Other comprehensive income (loss), net of tax | (1.9) | (1.9) |
Balance at the end of the period | (4.4) | 0.9 |
Foreign Currency | ||
Changes in accumulated other comprehensive income | ||
Balance at the beginning of the period | (1.8) | 2.1 |
Other comprehensive income (loss) before reclassifications | (2.2) | (0.1) |
Other comprehensive income (loss), net of tax | (2.2) | (0.1) |
Balance at the end of the period | (4) | 2 |
Pension and Other Benefits | ||
Changes in accumulated other comprehensive income | ||
Balance at the beginning of the period | (3.6) | (3.3) |
Amounts reclassified from accumulated other comprehensive income | 0.1 | |
Other comprehensive income (loss), net of tax | 0.1 | |
Balance at the end of the period | (3.5) | (3.3) |
Unrealized Net Gain on Marketable Securities | ||
Changes in accumulated other comprehensive income | ||
Balance at the beginning of the period | 0.3 | 1.5 |
Other comprehensive income (loss) before reclassifications | 0.2 | 0.3 |
Amounts reclassified from accumulated other comprehensive income | (1.8) | |
Other comprehensive income (loss), net of tax | 0.2 | (1.5) |
Balance at the end of the period | 0.5 | |
Unrealized Net Gain from Equity Method Investees' Cash Flow Hedge | ||
Changes in accumulated other comprehensive income | ||
Balance at the beginning of the period | 2.6 | 2.5 |
Other comprehensive income (loss) before reclassifications | (0.4) | |
Amounts reclassified from accumulated other comprehensive income | 0.1 | |
Other comprehensive income (loss), net of tax | (0.3) | |
Balance at the end of the period | $ 2.6 | $ 2.2 |
ACCUMULATED OTHER COMPREHENSI52
ACCUMULATED OTHER COMPREHENSIVE INCOME - OCI and tax effects (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Pre-Tax Amount | ||
Other comprehensive income (loss), before tax | $ (2.2) | $ (3) |
Tax (Expense) Benefit | ||
Other comprehensive income (loss), tax | 0.3 | 1.1 |
Net-of-Tax Amount | ||
Other comprehensive income (loss), net of tax | (1.9) | (1.9) |
Foreign Currency | ||
Pre-Tax Amount | ||
Unrealized net holding gain (loss) arising during the period | (2.6) | (0.1) |
Tax (Expense) Benefit | ||
Unrealized net holding gain (loss) arising during the period, tax | 0.4 | |
Net-of-Tax Amount | ||
Unrealized net holding gain (loss) arising during the period, net of tax | (2.2) | (0.1) |
Other comprehensive income (loss), net of tax | (2.2) | (0.1) |
Pension and Other Benefit Adjustments, Net Gain or Loss | ||
Pre-Tax Amount | ||
Reclassification adjustment for net gain (loss) realized in net earnings | 0.1 | |
Net-of-Tax Amount | ||
Reclassification adjustment for net gain (loss) realized in net earnings, net of tax | 0.1 | |
Unrealized Net Gain on Marketable Securities | ||
Pre-Tax Amount | ||
Unrealized net holding gain (loss) arising during the period | 0.3 | 0.5 |
Reclassification adjustment for net gain (loss) realized in net earnings | (2.9) | |
Tax (Expense) Benefit | ||
Unrealized net holding gain (loss) arising during the period, tax | 0.1 | 0.2 |
Reclassification adjustment for net gain (loss) realized in net earnings, tax | 1.1 | |
Net-of-Tax Amount | ||
Unrealized net holding gain (loss) arising during the period, net of tax | 0.2 | 0.3 |
Reclassification adjustment for net gain (loss) realized in net earnings, net of tax | (1.8) | |
Other comprehensive income (loss), net of tax | $ 0.2 | (1.5) |
Unrealized Net Gain from Equity Method Investees' Cash Flow Hedge | ||
Pre-Tax Amount | ||
Unrealized net holding gain (loss) arising during the period | (0.7) | |
Reclassification adjustment for net gain (loss) realized in net earnings | 0.2 | |
Tax (Expense) Benefit | ||
Unrealized net holding gain (loss) arising during the period, tax | 0.3 | |
Reclassification adjustment for net gain (loss) realized in net earnings, tax | (0.1) | |
Net-of-Tax Amount | ||
Unrealized net holding gain (loss) arising during the period, net of tax | (0.4) | |
Reclassification adjustment for net gain (loss) realized in net earnings, net of tax | 0.1 | |
Other comprehensive income (loss), net of tax | $ (0.3) |
OPERATING SEGMENT (Details)
OPERATING SEGMENT (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2017USD ($)segment | Mar. 31, 2016USD ($) | |
OPERATING SEGMENT | ||
Number of reportable segments | segment | 2 | |
Revenues | $ 1,283.4 | $ 766 |
Long-term assets, net | 9,049 | 7,958.2 |
Adjusted EBITDA | 251.3 | 146.5 |
Capital expenditures | 161.3 | 57.7 |
US markets | ||
OPERATING SEGMENT | ||
Revenues | 992.2 | 764.2 |
Long-term assets, net | 6,250.9 | 6,156.9 |
Adjusted EBITDA | 198 | 146.4 |
Capital expenditures | 150.3 | 57.7 |
International markets | ||
OPERATING SEGMENT | ||
Revenues | 291.2 | 1.8 |
Long-term assets, net | 2,798.1 | 1,801.3 |
Adjusted EBITDA | 53.3 | 0.1 |
Capital expenditures | 11 | |
United Kingdom | ||
OPERATING SEGMENT | ||
Revenues | 131.6 | $ 1.8 |
Italy | ||
OPERATING SEGMENT | ||
Revenues | 59 | |
Spain | ||
OPERATING SEGMENT | ||
Revenues | 46 | |
Gemany | ||
OPERATING SEGMENT | ||
Revenues | 32.4 | |
Other foreign countires | ||
OPERATING SEGMENT | ||
Revenues | $ 22.2 |
OPERATING SEGMENT - Reconciliat
OPERATING SEGMENT - Reconciliation (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | |
OPERATING SEGMENTS | |||
Net earnings | $ 8.4 | $ 28.3 | |
Income tax provision (benefit) | (9.2) | $ (19.2) | 18.1 |
Interest expense | 61.9 | 27.1 | |
Depreciation and amortization | 125.3 | 60.4 | |
Certain operating expenses | 5.3 | 3.4 | |
Equity in (earnings) loss of non-consolidated entities | 2.3 | (4.2) | |
Cash distributions from non-consolidated entities | 24.4 | 17.7 | |
Investment (income) expense | (5.3) | (10) | |
Other expense (income) | (2.3) | ||
General and Administrative Expense [Abstract] | |||
Merger Acquisition Transaction Costs | 40.4 | 4.6 | |
Stock-based compensation expense | 0.1 | 1.1 | |
Adjusted EBITDA | 251.3 | $ 146.5 | |
Foriegn currency transaction gain | 2.7 | ||
Loss on redemption of debt | $ 0.4 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Components of net periodic benefit (credit): | ||
Net periodic benefit (credit) | $ 0.1 | $ 0.2 |
Pension Benefits | ||
Employee benefit plan disclosures | ||
Qualification age of employees for participation in the savings plan (in years) | 21 years | |
Minimum service in first twelve months of employment for eligibility (in hours) | PT1000H | |
Initial period of employment for eligibility (in months) | 12 months | |
Pension Benefits | Other General And Administrative Expense Caption [Member] | ||
Components of net periodic benefit (credit): | ||
Interest cost | $ 1.1 | 1.1 |
Expected return on plan assets | (0.8) | (0.9) |
Net periodic benefit (credit) | 0.3 | $ 0.2 |
Other Benefits | Other General And Administrative Expense Caption [Member] | ||
Components of net periodic benefit (credit): | ||
Interest cost | 0.6 | |
Expected return on plan assets | (0.8) | |
Net periodic benefit (credit) | $ (0.2) |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Numerator: | ||
Net earnings | $ 8.4 | $ 28.3 |
Denominator (shares in thousands): | ||
Weighted average shares for basic earnings per common share | 121,358,000 | 98,200,000 |
Common equivalent shares for RSUs and PSUs | 43,000 | 7,000 |
Shares for diluted earnings per common share | 121,401,000 | 98,207,000 |
Basic earnings from continuing operations per common share (in dollars per share) | $ 0.07 | $ 0.29 |
Diluted earnings from continuing operations per common share (in dollars per share) | $ 0.07 | $ 0.29 |
Performance Stock Unit | ||
Denominator (shares in thousands): | ||
Anti-dilutive securities not included in the computations of diluted earnings per share (in shares) | 190,946 |
CONDENSED CONSOLIDATING FINAN57
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Details) | 3 Months Ended |
Mar. 31, 2017 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
Ownership percentage | 100.00% |
CONDENSED CONSOLIDATING FINAN58
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | |
Revenues | |||
Admissions | $ 817.3 | $ 482.6 | |
Food and beverage | 397.9 | 244.1 | |
Other theatre | 68.2 | 39.3 | |
Total revenues | 1,283.4 | 766 | |
Operating costs and expenses | |||
Film exhibition costs | 420.7 | 262.3 | |
Food and beverage costs | 60.6 | 34 | |
Operating expense (income) | 363.9 | 202.3 | |
Rent | 182.6 | 124.6 | |
General and administrative: | |||
Merger, acquisition and transaction costs | 40.4 | 4.6 | |
Other | 34.5 | 18.5 | |
Depreciation and amortization | 125.3 | 60.4 | |
Operating costs and expenses | 1,228 | 706.7 | |
Operating income (loss) | 55.4 | 59.3 | |
Other expense (income) | |||
Other expense (income) | (2.7) | ||
Interest expense: | |||
Corporate borrowings | 51.1 | 24.9 | |
Capital and financing lease obligations | 10.8 | 2.2 | |
Equity in (earnings) loss of non-consolidated entities | 2.3 | (4.2) | |
Investment (income) expense | (5.3) | (10) | |
Total other expense | 56.2 | 12.9 | |
Earnings (loss) before income taxes | (0.8) | 46.4 | |
Income tax provision (benefit) | (9.2) | $ (19.2) | 18.1 |
Earnings from continuing operations | 8.4 | 28.3 | |
Consolidating Adjustments | |||
Other expense (income) | |||
Equity in (earnings) loss of AMC Entertainment Inc. | 48.9 | 26 | |
Interest expense: | |||
Corporate borrowings | (48.3) | (32) | |
Investment (income) expense | 48.3 | 32 | |
Total other expense | 48.9 | 26 | |
Earnings (loss) before income taxes | (48.9) | (26) | |
Earnings from continuing operations | (48.9) | (26) | |
AMCEH | |||
General and administrative: | |||
Other | 0.6 | ||
Operating costs and expenses | 0.6 | ||
Operating income (loss) | (0.6) | ||
Other expense (income) | |||
Equity in (earnings) loss of AMC Entertainment Inc. | (11.4) | (26.2) | |
Interest expense: | |||
Corporate borrowings | 50.7 | 24.9 | |
Investment (income) expense | (48.3) | (27) | |
Total other expense | (9) | (28.3) | |
Earnings (loss) before income taxes | 8.4 | 28.3 | |
Earnings from continuing operations | 8.4 | 28.3 | |
Subsidiary Guarantors | |||
Revenues | |||
Admissions | 501.9 | 481.5 | |
Food and beverage | 249.9 | 243.6 | |
Other theatre | 42.1 | 39.1 | |
Total revenues | 793.9 | 764.2 | |
Operating costs and expenses | |||
Film exhibition costs | 273.9 | 261.7 | |
Food and beverage costs | 33.6 | 33.9 | |
Operating expense (income) | 220.1 | 201.5 | |
Rent | 123.3 | 124.1 | |
General and administrative: | |||
Merger, acquisition and transaction costs | 40.3 | 4.6 | |
Other | 22.1 | 18.5 | |
Depreciation and amortization | 72.7 | 60.4 | |
Operating costs and expenses | 786 | 704.7 | |
Operating income (loss) | 7.9 | 59.5 | |
Other expense (income) | |||
Equity in (earnings) loss of AMC Entertainment Inc. | (37.5) | 0.2 | |
Other expense (income) | (2.7) | ||
Interest expense: | |||
Corporate borrowings | 48.3 | 32 | |
Capital and financing lease obligations | 2 | 2.2 | |
Equity in (earnings) loss of non-consolidated entities | 2 | (4.2) | |
Investment (income) expense | (5.3) | (15) | |
Total other expense | 6.8 | 15.2 | |
Earnings (loss) before income taxes | 1.1 | 44.3 | |
Income tax provision (benefit) | (10.3) | 18.1 | |
Earnings from continuing operations | 11.4 | 26.2 | |
Subsidiary Non-Guarantors | |||
Revenues | |||
Admissions | 315.4 | 1.1 | |
Food and beverage | 148 | 0.5 | |
Other theatre | 26.1 | 0.2 | |
Total revenues | 489.5 | 1.8 | |
Operating costs and expenses | |||
Film exhibition costs | 146.8 | 0.6 | |
Food and beverage costs | 27 | 0.1 | |
Operating expense (income) | 143.8 | 0.8 | |
Rent | 59.3 | 0.5 | |
General and administrative: | |||
Merger, acquisition and transaction costs | 0.1 | ||
Other | 11.8 | ||
Depreciation and amortization | 52.6 | ||
Operating costs and expenses | 441.4 | 2 | |
Operating income (loss) | 48.1 | (0.2) | |
Interest expense: | |||
Corporate borrowings | 0.4 | ||
Capital and financing lease obligations | 8.8 | ||
Equity in (earnings) loss of non-consolidated entities | 0.3 | ||
Total other expense | 9.5 | ||
Earnings (loss) before income taxes | 38.6 | (0.2) | |
Income tax provision (benefit) | 1.1 | ||
Earnings from continuing operations | $ 37.5 | $ (0.2) |
CONDENSED CONSOLIDATING FINAN59
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income (Loss) from Continuing Operations Attributable to Parent | $ 8.4 | $ 28.3 |
Unrealized foreign currency translation adjustment, net of tax | (2.2) | (0.1) |
Pension and other benefit adjustments: | ||
Amortization of net (gain) loss reclassified into general and administrative: other, net of tax | 0.1 | |
Marketable securities: | ||
Unrealized holding gains arising during the period, net of tax | 0.2 | 0.3 |
Realized net (gain) loss reclassified into investment income, net of tax | (1.7) | |
Equity method investees' cash flow hedge: | ||
Unrealized holding gains arising during the period | (0.5) | |
Realized net loss reclassified into equity in earnings of non-consolidated entities, net of tax | 0.1 | |
Other comprehensive income (loss), net of tax | (1.9) | (1.9) |
Total comprehensive income | 6.5 | 26.4 |
Consolidating Adjustments | ||
Income (Loss) from Continuing Operations Attributable to Parent | (48.9) | (26) |
Equity in other comprehensive income (loss) of subsidiaries | 4.1 | 1.7 |
Equity method investees' cash flow hedge: | ||
Other comprehensive income (loss), net of tax | 4.1 | 1.7 |
Total comprehensive income | (44.8) | (24.3) |
AMCEH | ||
Income (Loss) from Continuing Operations Attributable to Parent | 8.4 | 28.3 |
Equity in other comprehensive income (loss) of subsidiaries | (1.9) | (1.9) |
Equity method investees' cash flow hedge: | ||
Other comprehensive income (loss), net of tax | (1.9) | (1.9) |
Total comprehensive income | 6.5 | 26.4 |
Subsidiary Guarantors | ||
Income (Loss) from Continuing Operations Attributable to Parent | 11.4 | 26.2 |
Equity in other comprehensive income (loss) of subsidiaries | (2.2) | 0.2 |
Unrealized foreign currency translation adjustment, net of tax | (0.3) | |
Pension and other benefit adjustments: | ||
Amortization of net (gain) loss reclassified into general and administrative: other, net of tax | 0.1 | |
Marketable securities: | ||
Unrealized holding gains arising during the period, net of tax | 0.2 | 0.3 |
Realized net (gain) loss reclassified into investment income, net of tax | (1.7) | |
Equity method investees' cash flow hedge: | ||
Unrealized holding gains arising during the period | (0.5) | |
Realized net loss reclassified into equity in earnings of non-consolidated entities, net of tax | 0.1 | |
Other comprehensive income (loss), net of tax | (1.9) | (1.9) |
Total comprehensive income | 9.5 | 24.3 |
Subsidiary Non-Guarantors | ||
Income (Loss) from Continuing Operations Attributable to Parent | 37.5 | (0.2) |
Unrealized foreign currency translation adjustment, net of tax | (2.2) | 0.2 |
Equity method investees' cash flow hedge: | ||
Other comprehensive income (loss), net of tax | (2.2) | $ 0.2 |
Total comprehensive income | $ 35.3 |
CONDENSED CONSOLIDATING FINAN60
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Balance Sheets (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Jan. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | |||||
Cash and equivalents | $ 313.1 | $ 207.1 | $ 107.9 | $ 211.2 | |
Receivables, net | 144.8 | 213.6 | |||
Assets held for sale | 221.4 | 70.4 | |||
Other current assets | 211.7 | 192.5 | |||
Total current assets | 891 | 683.6 | |||
Property, net | 3,162.2 | 3,035.9 | |||
Intangible assets, net | 362.6 | 365.1 | |||
Goodwill | 4,823.7 | $ 4,823.7 | 3,933 | ||
Deferred tax asset | 105.4 | 90.4 | |||
Other long-term assets | 595.1 | 533.8 | |||
Total assets | 9,940 | 8,641.8 | |||
Current liabilities: | |||||
Accounts payable | 510.4 | 501.8 | |||
Accrued expenses and other liabilities | 330.7 | 329 | |||
Deferred revenues and income | 294.5 | 277.2 | |||
Current maturities of corporate borrowings and capital and financing lease obligations | 103.2 | $ 103.2 | 81.2 | ||
Total current liabilities | 1,238.8 | 1,189.2 | |||
Corporate borrowings, noncurrent, carrying value | 4,180 | 3,745.8 | |||
Capital and financing lease obligations | 613.1 | 609.3 | |||
Exhibitor services agreement | 553.3 | 359.3 | |||
Deferred tax liability | 26.6 | 21 | |||
Other long-term liabilities | 726.5 | 706.5 | |||
Total liabilities | 7,338.3 | 6,631.1 | |||
Temporary equity | 1.1 | 1.1 | |||
Total stockholders' equity | 2,600.6 | 2,009.6 | |||
Total liabilities and stockholders' equity | 9,940 | 8,641.8 | |||
Consolidating Adjustments | |||||
Current assets: | |||||
Investment in equity of subsidiaries | (4,324.5) | (3,040.4) | |||
Total assets | (4,324.5) | (3,040.4) | |||
Current liabilities: | |||||
Total stockholders' equity | (4,324.5) | (3,040.4) | |||
Total liabilities and stockholders' equity | (4,324.5) | (3,040.4) | |||
AMCEH | |||||
Current assets: | |||||
Cash and equivalents | 19.2 | 3 | 1.9 | 1.9 | |
Receivables, net | 0.2 | ||||
Other current assets | 1.3 | 1.8 | |||
Total current assets | 20.5 | 5 | |||
Investment in equity of subsidiaries | 2,923.9 | 2,330.7 | |||
Intercompany advances | 3,888.8 | 3,443.8 | |||
Goodwill | (2.1) | (2.1) | |||
Other long-term assets | 7.2 | 7.7 | |||
Total assets | 6,838.3 | 5,785.1 | |||
Current liabilities: | |||||
Accrued expenses and other liabilities | 45.5 | 17.6 | |||
Current maturities of corporate borrowings and capital and financing lease obligations | 13.8 | 13.8 | |||
Total current liabilities | 59.3 | 31.4 | |||
Corporate borrowings, noncurrent, carrying value | 4,177.3 | 3,743 | |||
Total liabilities | 4,236.6 | 3,774.4 | |||
Temporary equity | 1.1 | 1.1 | |||
Total stockholders' equity | 2,600.6 | 2,009.6 | |||
Total liabilities and stockholders' equity | 6,838.3 | 5,785.1 | |||
Subsidiary Guarantors | |||||
Current assets: | |||||
Cash and equivalents | 89 | 94.7 | 63.5 | 167 | |
Receivables, net | 82 | 165.8 | |||
Assets held for sale | 199.7 | 56.3 | |||
Other current assets | 100.5 | 95.6 | |||
Total current assets | 471.2 | 412.4 | |||
Investment in equity of subsidiaries | 1,400.6 | 709.7 | |||
Property, net | 1,650.2 | 1,585.6 | |||
Intangible assets, net | 226 | 228.3 | |||
Intercompany advances | (1,929.6) | (1,781.3) | |||
Goodwill | 2,422.1 | 2,422.1 | |||
Deferred tax asset | 96.6 | 87.5 | |||
Other long-term assets | 498.7 | 475.9 | |||
Total assets | 4,835.8 | 4,140.2 | |||
Current liabilities: | |||||
Accounts payable | 344.2 | 381 | |||
Accrued expenses and other liabilities | 165.4 | 197.6 | |||
Deferred revenues and income | 201.9 | 232.3 | |||
Current maturities of corporate borrowings and capital and financing lease obligations | 11 | 10.8 | |||
Total current liabilities | 722.5 | 821.7 | |||
Corporate borrowings, noncurrent, carrying value | 2.7 | 2.8 | |||
Capital and financing lease obligations | 81.4 | 83.8 | |||
Exhibitor services agreement | 553.3 | 359.3 | |||
Other long-term liabilities | 552 | 541.9 | |||
Total liabilities | 1,911.9 | 1,809.5 | |||
Total stockholders' equity | 2,923.9 | 2,330.7 | |||
Total liabilities and stockholders' equity | 4,835.8 | 4,140.2 | |||
Subsidiary Non-Guarantors | |||||
Current assets: | |||||
Cash and equivalents | 204.9 | 109.4 | $ 42.5 | $ 42.3 | |
Receivables, net | 62.8 | 47.6 | |||
Assets held for sale | 21.7 | 14.1 | |||
Other current assets | 109.9 | 95.1 | |||
Total current assets | 399.3 | 266.2 | |||
Property, net | 1,512 | 1,450.3 | |||
Intangible assets, net | 136.6 | 136.8 | |||
Intercompany advances | (1,959.2) | (1,662.5) | |||
Goodwill | 2,403.7 | 1,513 | |||
Deferred tax asset | 8.8 | 2.9 | |||
Other long-term assets | 89.2 | 50.2 | |||
Total assets | 2,590.4 | 1,756.9 | |||
Current liabilities: | |||||
Accounts payable | 166.2 | 120.8 | |||
Accrued expenses and other liabilities | 119.8 | 113.8 | |||
Deferred revenues and income | 92.6 | 44.9 | |||
Current maturities of corporate borrowings and capital and financing lease obligations | 78.4 | 56.6 | |||
Total current liabilities | 457 | 336.1 | |||
Capital and financing lease obligations | 531.7 | 525.5 | |||
Deferred tax liability | 26.6 | 21 | |||
Other long-term liabilities | 174.5 | 164.6 | |||
Total liabilities | 1,189.8 | 1,047.2 | |||
Total stockholders' equity | 1,400.6 | 709.7 | |||
Total liabilities and stockholders' equity | $ 2,590.4 | $ 1,756.9 |
CONDENSED CONSOLIDATING FINAN61
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Cash Flows (Details) £ in Millions, SEK in Millions, $ in Millions | Mar. 28, 2017SEK | Mar. 28, 2017USD ($) | Dec. 21, 2016USD ($) | Nov. 30, 2016GBP (£) | Nov. 30, 2016USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) |
Net change in operating activities: | |||||||
Net cash provided by operating activities | $ 166 | $ 22.9 | |||||
Cash flows from investing activities: | |||||||
Capital expenditures | (161.3) | (57.7) | |||||
Proceeds from disposition of long-term assets | 4 | 5.4 | |||||
Investments in non-consolidated entities | (0.3) | ||||||
Other, net | (1.6) | 0.3 | |||||
Net cash used in investing activities | (743.5) | (51.6) | |||||
Cash flows from financing activities: | |||||||
Borrowings under (repayments) Revolving Credit Facility | (50) | ||||||
Proceeds from Issuance of Common Stock | 617.5 | ||||||
Principal payment of Bridge Loan | (350) | ||||||
Principal payments under term loan | (2.2) | (2.2) | |||||
Principal payments under capital and financing lease obligations | (19.7) | (2.1) | |||||
Deferred financing costs | (27.5) | (0.5) | |||||
Cash used to pay dividends | (26.2) | (19.8) | |||||
Net cash provided by (used in) financing activities | 680.8 | (74.6) | |||||
Effect of exchange rate changes on cash and equivalents | 2.7 | ||||||
Net increase (decrease) in cash and equivalents | 106 | (103.3) | |||||
Cash and equivalents at beginning of period | 207.1 | 211.2 | |||||
Cash and equivalents at end of period | 313.1 | 107.9 | |||||
Nordic | |||||||
Cash flows from investing activities: | |||||||
Acquisition | SEK (5,756) | $ (654.9) | (584.4) | ||||
Odeon | |||||||
Cash flows from investing activities: | |||||||
Acquisition | £ (510.4) | $ (637.1) | |||||
Carmike | |||||||
Cash flows from investing activities: | |||||||
Acquisition | $ (858.2) | 0.1 | |||||
Starplex Cinemas | |||||||
Cash flows from investing activities: | |||||||
Acquisition | 0.4 | ||||||
6.375% Senior Subordinated Notes due 2024 | |||||||
Cash flows from financing activities: | |||||||
Proceeds from issuance of Senior Subordinated Notes | 327.8 | ||||||
6.125% Senior Subordinated Notes due 2027 | |||||||
Cash flows from financing activities: | |||||||
Proceeds from issuance of Senior Subordinated Notes | 475 | ||||||
Term Loan Facility (SEK) | |||||||
Cash flows from financing activities: | |||||||
Principal payments under term loan | (144.4) | ||||||
Term Loan facility (EUR) | |||||||
Cash flows from financing activities: | |||||||
Principal payments under term loan | (169.5) | ||||||
AMCEH | |||||||
Net change in operating activities: | |||||||
Net cash provided by operating activities | 23.3 | 7.1 | |||||
Cash flows from financing activities: | |||||||
Borrowings under (repayments) Revolving Credit Facility | (50) | ||||||
Proceeds from Issuance of Common Stock | 617.5 | ||||||
Principal payment of Bridge Loan | (350) | ||||||
Principal payments under term loan | (2.2) | (2.2) | |||||
Deferred financing costs | (27.5) | (0.5) | |||||
Cash used to pay dividends | (26.2) | (19.8) | |||||
Change in intercompany advances | (716.7) | 65.4 | |||||
Net cash provided by (used in) financing activities | (16.2) | (7.1) | |||||
Effect of exchange rate changes on cash and equivalents | 9.1 | ||||||
Net increase (decrease) in cash and equivalents | 16.2 | 0 | |||||
Cash and equivalents at beginning of period | 3 | 1.9 | |||||
Cash and equivalents at end of period | 19.2 | 1.9 | |||||
AMCEH | 6.375% Senior Subordinated Notes due 2024 | |||||||
Cash flows from financing activities: | |||||||
Proceeds from issuance of Senior Subordinated Notes | 327.8 | ||||||
AMCEH | 6.125% Senior Subordinated Notes due 2027 | |||||||
Cash flows from financing activities: | |||||||
Proceeds from issuance of Senior Subordinated Notes | 475 | ||||||
AMCEH | Term Loan Facility (SEK) | |||||||
Cash flows from financing activities: | |||||||
Principal payments under term loan | (144.4) | ||||||
AMCEH | Term Loan facility (EUR) | |||||||
Cash flows from financing activities: | |||||||
Principal payments under term loan | (169.5) | ||||||
Subsidiary Guarantors | |||||||
Net change in operating activities: | |||||||
Net cash provided by operating activities | 43.1 | 15.2 | |||||
Cash flows from investing activities: | |||||||
Capital expenditures | (121.9) | (57.7) | |||||
Proceeds from disposition of long-term assets | 0.5 | 5.4 | |||||
Investments in non-consolidated entities | (0.3) | ||||||
Other, net | (1.6) | 0.3 | |||||
Net cash used in investing activities | (778.2) | (51.6) | |||||
Cash flows from financing activities: | |||||||
Principal payments under capital and financing lease obligations | (2.3) | (2.1) | |||||
Change in intercompany advances | 738.6 | (64.2) | |||||
Net cash provided by (used in) financing activities | 736.3 | (66.3) | |||||
Effect of exchange rate changes on cash and equivalents | (6.9) | (0.8) | |||||
Net increase (decrease) in cash and equivalents | (5.7) | (103.5) | |||||
Cash and equivalents at beginning of period | 94.7 | 167 | |||||
Cash and equivalents at end of period | 89 | 63.5 | |||||
Subsidiary Guarantors | Nordic | |||||||
Cash flows from investing activities: | |||||||
Acquisition | (654.9) | ||||||
Subsidiary Guarantors | Starplex Cinemas | |||||||
Cash flows from investing activities: | |||||||
Acquisition | 0.4 | ||||||
Subsidiary Non-Guarantors | |||||||
Net change in operating activities: | |||||||
Net cash provided by operating activities | 99.6 | 0.6 | |||||
Cash flows from investing activities: | |||||||
Capital expenditures | (39.4) | ||||||
Proceeds from disposition of long-term assets | 3.5 | ||||||
Net cash used in investing activities | 34.7 | ||||||
Cash flows from financing activities: | |||||||
Principal payments under capital and financing lease obligations | (17.4) | ||||||
Change in intercompany advances | (21.9) | (1.2) | |||||
Net cash provided by (used in) financing activities | (39.3) | (1.2) | |||||
Effect of exchange rate changes on cash and equivalents | 0.5 | 0.8 | |||||
Net increase (decrease) in cash and equivalents | 95.5 | 0.2 | |||||
Cash and equivalents at beginning of period | 109.4 | 42.3 | |||||
Cash and equivalents at end of period | 204.9 | $ 42.5 | |||||
Subsidiary Non-Guarantors | Nordic | |||||||
Cash flows from investing activities: | |||||||
Acquisition | 70.5 | ||||||
Subsidiary Non-Guarantors | Carmike | |||||||
Cash flows from investing activities: | |||||||
Acquisition | $ 0.1 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - $ / shares | Apr. 27, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Dividends declared | |||
Cash dividend declared (in dollars per share) | $ 0.20 | $ 0.20 | |
Class A Common Stock | Subsequent Events | |||
Dividends declared | |||
Cash dividend declared (in dollars per share) | $ 0.20 | ||
Class B Common Stock | Subsequent Events | |||
Dividends declared | |||
Cash dividend declared (in dollars per share) | $ 0.20 |