Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Entity Registrant Name | AMC ENTERTAINMENT HOLDINGS, INC. | |
Entity Central Index Key | 1,411,579 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 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 | Q3 | |
Class A common stock | ||
Entity Common Stock, Shares Outstanding | 53,184,885 | |
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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues | ||||
Admissions | $ 753.5 | $ 496.8 | $ 2,332.4 | $ 1,460.6 |
Food and beverage | 361.4 | 248.9 | 1,133.1 | 736.6 |
Other theatre | 63.8 | 34.1 | 196.9 | 112.6 |
Total revenues | 1,178.7 | 779.8 | 3,662.4 | 2,309.8 |
Operating costs and expenses | ||||
Film exhibition costs | 364.8 | 259.1 | 1,164.2 | 784.4 |
Food and beverage costs | 60.7 | 33.9 | 182.6 | 102 |
Operating expense (income) | 383.2 | 211.6 | 1,128.8 | 613.9 |
Rent | 200.7 | 121.9 | 590.9 | 369.3 |
General and administrative: | ||||
Merger, acquisition and transaction costs | 5.6 | 4.9 | 57.2 | 15.1 |
Other | 32.8 | 19.8 | 113.4 | 58.9 |
Depreciation and amortization | 135.2 | 63.1 | 393.9 | 185.8 |
Operating costs and expenses | 1,183 | 714.3 | 3,631 | 2,129.4 |
Operating income (loss) | (4.3) | 65.5 | 31.4 | 180.4 |
Other expense (income) | ||||
Other expense (income) | (0.6) | 0.1 | (2.3) | |
Interest expense: | ||||
Corporate borrowings | 60.8 | 24.6 | 171.7 | 74.4 |
Capital and financing lease obligations | 10.6 | 2.1 | 31.7 | 6.4 |
Equity in (earnings) loss of non-consolidated entities | 1.8 | (12) | 199.1 | (28.1) |
Investment (income) expense | (16.6) | 0.2 | (21.6) | (9.6) |
Total other expense | 56 | 15 | 378.6 | 43.1 |
Earnings (loss) before income taxes | (60.3) | 50.5 | (347.2) | 137.3 |
Income tax provision (benefit) | (17.6) | 20.1 | (136.4) | 54.6 |
Net earnings (loss) | $ (42.7) | $ 30.4 | $ (210.8) | $ 82.7 |
Earnings (loss) per share: | ||||
Basic | $ (0.33) | $ 0.31 | $ (1.65) | $ 0.84 |
Diluted | $ (0.33) | $ 0.31 | $ (1.65) | $ 0.84 |
Average shares outstanding: | ||||
Basic (in thousands) | 131,077 | 98,194 | 127,902 | 98,196 |
Diluted (in thousands) | 131,077 | 98,284 | 127,902 | 98,211 |
Dividends declared per basic and diluted common share (in dollars per share) | $ 0.20 | $ 0.20 | $ 0.60 | $ 0.60 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Comprehensive income | ||||
Net earnings (loss) | $ (42.7) | $ 30.4 | $ (210.8) | $ 82.7 |
Unrealized foreign currency translation adjustment, net of tax | 34.4 | 0.2 | 109.3 | 0.8 |
Pension and other benefit adjustments: | ||||
Amortization of net (gain) loss reclassified into general and administrative: other, net of tax | (0.5) | |||
Marketable securities: | ||||
Unrealized net holding gain arising during the period, net of tax | 0.2 | 0.2 | 0.5 | 0.6 |
Realized net (gain) loss reclassified into investment income, net of tax | (0.1) | (1.8) | ||
Equity method investees' cash flow hedge: | ||||
Unrealized net holding gain (loss) arising during the period, net of tax | 0.1 | (0.6) | ||
Realized net loss (gain) reclassified into equity in earnings of non-consolidated entities, net of tax | (1) | 0.1 | (0.9) | 0.3 |
Other comprehensive income (loss), net of tax | 33.7 | 0.5 | 108.3 | (0.7) |
Total comprehensive income (loss) | $ (9) | $ 30.9 | $ (102.5) | $ 82 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 260 | $ 207.1 |
Restricted cash | 6.8 | |
Receivables, net | 128.9 | 213.6 |
Assets held for sale | 70.4 | |
Other current assets | 226.3 | 192.5 |
Total current assets | 622 | 683.6 |
Property, net | 3,244.5 | 3,035.9 |
Intangible assets, net | 387.8 | 365.1 |
Goodwill | 4,889.5 | 3,933 |
Deferred tax asset, net | 222.2 | 90.4 |
Other long-term assets | 544.7 | 533.8 |
Total assets | 9,910.7 | 8,641.8 |
Current liabilities: | ||
Accounts payable | 469.1 | 501.8 |
Accrued expenses and other liabilities | 337.4 | 329 |
Deferred revenues and income | 284.6 | 277.2 |
Current maturities of corporate borrowings and capital and financing lease obligations | 89.1 | 81.2 |
Total current liabilities | 1,180.2 | 1,189.2 |
Corporate borrowings | 4,277.4 | 3,745.8 |
Capital and financing lease obligations | 594.4 | 609.3 |
Exhibitor services agreement | 538.4 | 359.3 |
Deferred tax liability, net | 47.4 | 21 |
Other long-term liabilities | 847.7 | 706.5 |
Total liabilities | 7,485.5 | 6,631.1 |
Commitments and contingencies | ||
Temporary Equity | ||
Class A common stock (temporary equity) ($.01 par value, 112,817 shares issued; 76,048 shares outstanding as of September 30, 2017 and 140,014 sahres issued; 103,245 shares outstanding as of December 31, 2016) | 0.8 | 1.1 |
Stockholders' equity: | ||
Additional paid-in capital | 2,240 | 1,627.3 |
Treasury stock (1,105,069 shares as of September 30, 2017 and 36,769 shares as of December 31, 2016, at cost) | (17.2) | (0.7) |
Accumulated other comprehensive income (loss) | 105.8 | (2.5) |
Accumulated earnings | 94.5 | 384.4 |
Total stockholders' equity | 2,424.4 | 2,009.6 |
Total liabilities and stockholders' equity | 9,910.7 | 8,641.8 |
Class A common stock | ||
Stockholders' equity: | ||
Common stock value | 0.5 | 0.3 |
Class B common stock | ||
Stockholders' equity: | ||
Common stock value | $ 0.8 | $ 0.8 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 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) | 112,817 | 140,014 |
Common stock (temporary equity), shares outstanding (in shares) | 76,048 | 103,245 |
Treasury stock, shares | 1,105,069 | 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) | 55,002,524 | 34,236,561 |
Common stock, shares outstanding (in shares) | 53,934,224 | |
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 | 9 Months Ended | |
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | |
Cash flows from operating activities: | ||
Net earnings (loss) | $ (210.8) | $ 82.7 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 393.9 | 185.8 |
Loss NCM charged to merger, acquisition and transaction costs | 22.6 | |
Loss on extinguishment of debt | 0.5 | |
Deferred income taxes | (137.9) | 45.6 |
Amortization of premium on corporate borrowings | (1.9) | 0.2 |
Amortization of deferred charges to interest expense | 9.2 | 3.8 |
Theatre and other closure expense | 1.1 | 3.6 |
Non-cash portion of stock-based compensation | 3.9 | 4.5 |
Loss (gain) on dispositions | (4.5) | (2.7) |
Repayment of Nordic interest rate swaps | (2.7) | |
Equity in earnings and losses from non-consolidated entities, net of distributions | (0.1) | (13.7) |
NCM other-than-temporary impairment loss | 204.5 | |
Landlord contributions | 76.4 | 77.3 |
Deferred rent | (35.2) | (23.4) |
Net periodic benefit cost (credit) | 0.6 | 0.6 |
Change in assets and liabilities, excluding acquisitions: | ||
Receivables | 104.5 | 51.7 |
Other assets | (3.6) | 0.3 |
Accounts payable | (116.3) | (116.9) |
Accrued expenses and other liabilities | (71.9) | (87.2) |
Other, net | (8.2) | (0.9) |
Net cash provided by operating activities | 229.1 | 211.3 |
Cash flows from investing activities: | ||
Capital expenditures | (467.7) | (256.6) |
Proceeds from sale leaseback transaction | 128.4 | |
Proceeds from disposition of long-term assets | 22.5 | 19.4 |
Investments in non-consolidated entities, net | (10) | (10.5) |
Other, net | (3.6) | (1.3) |
Net cash used in investing activities | (815.3) | (248.3) |
Cash flows from financing activities: | ||
Borrowings under (repayments) Revolving Credit Facility | 60 | (55) |
Repayments of Term Loan | (9.1) | (6.6) |
Net proceeds from equity offering | 616.8 | |
Principal payment of Bridge Loan | (350) | |
Principal payments under capital and financing lease obligations | (54.1) | (6.3) |
Deferred financing costs | (29.8) | (0.8) |
Cash used to pay dividends | (78.7) | (59.1) |
Taxes paid for restricted unit withhholdings | (6.5) | |
Purchase of treasury stock | (16.5) | |
Net cash provided by (used in) financing activities | 621 | (127.8) |
Effect of exchange rate changes on cash and equivalents | 18.1 | (0.1) |
Net increase (decrease) in cash and equivalents | 52.9 | (164.9) |
Cash and equivalents at beginning of period | 207.1 | 211.2 |
Cash and equivalents at end of period | 260 | 46.3 |
Cash paid during the period for: | ||
Interest (including amounts capitalized of $0.2 million and $0.1 million) | 161.5 | 67.9 |
Income taxes paid (refunded), net | 9.6 | 4.6 |
Schedule of non-cash investing and financing activities: | ||
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 | (583.5) | |
Odeon | ||
Cash flows from operating activities: | ||
Net earnings (loss) | (14.9) | |
Carmike | ||
Cash flows from operating activities: | ||
Net earnings (loss) | (7.9) | |
Starplex Cinemas | ||
Cash flows from investing activities: | ||
Acquisition | $ 0.7 | |
NCM | ||
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Loss NCM charged to merger, acquisition and transaction costs | (22.2) | |
Loss (gain) on dispositions | 22.2 | |
Cash flows from investing activities: | ||
Proceeds from disposition | 89.4 | |
Open Road Films | ||
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Loss (gain) on dispositions | (17.2) | |
Cash flows from investing activities: | ||
Proceeds from disposition | $ 9.2 |
CONSOLIDATED STATEMENTS OF CAS7
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
Interest, capitalized | $ 0.2 | $ 0.1 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 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 September 30, 2017, Wanda owned approximately 58.42% of Holdings’ outstanding common stock and 80.82% 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 (loss) and total comprehensive income (loss) for the periods presented are attributable to controlling interests. Due to the seasonal nature of the Company’s business, results for the year-to-date period ended September 30, 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. Accumulated depreciation and amortization: Accumulated depreciation was $1,106.8 million and $792.3 million, at September 30, 2017 and December 31, 2016, respectively, related to property. Accumulated amortization of intangible assets was $147.1 million and $35.4 million, at September 30, 2017 and December 31, 2016, respectively. Sale and Leaseback Transaction: On September 14, 2017, the Company completed the sale and leaseback of the real estate assets associated with seven theatres for proceeds net of closing costs of $128.4 million. The gain on sale of approximately $78.2 million has been deferred and will be amortized over the remaining lease term. Early Adoption of New Accounting Pronouncements: The Company early adopted the provisions of Accounting Standards Update (“ASU”) No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), as of the third quarter of 2017 on a prospective basis. The adoption of ASU 2017-04 was preferable because it simplifies how the Company is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. The Company performed an interim goodwill impairment test during the third quarter of 2017 due to the recent declines in equity values of the Company’s publicly traded stock. As a result of this test, the Company did not record a goodwill impairment loss during the nine months ended September 30, 2017. See Note 3—Goodwill for further information regarding the interim goodwill impairment test and Management’s Discussion and Analysis —New Accounting Pronouncements for further information on ASU 2017-04. In January 2017, the Financial Accounting Standards Board issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The standard provides guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 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. As a result of the acquisition, the Company assumed the 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, which was refinanced subsequent to the acquisition. The Company also assumed approximately SEK 13.5 million ($1.6 million) and approximately €1.0 million ($1.1 million) of interest rate swaps related to the indebtedness which were repaid following the acquisition. 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. Nordic operated 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 or holds partial interests in theatres 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 Accounting Standards Codification Topic 805, Business Combinations (“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 appraisals of tangible and intangible assets and liabilities including working capital are finalized, purchase price adjustments are completed and additional information regarding the tax bases of assets and liabilities at the acquisition date becomes available. The following is a summary of a preliminary allocation of the purchase price: (In millions) March 28, 2017 Changes September 30, 2017 Cash $ 70.5 $ 0.9 $ 71.4 Restricted cash — 5.9 5.9 Receivables 25.0 (11.6) 13.4 Other current assets 14.0 8.9 22.9 Property (1) 89.8 54.8 144.6 Intangible assets (1) (4) — 23.8 23.8 Goodwill (2) 872.1 (78.5) 793.6 Deferred tax asset 5.5 (5.1) 0.4 Other long-term assets 41.0 27.5 68.5 Accounts payable (30.3) 0.1 (30.2) Accrued expenses and other liabilities (26.5) (6.0) (32.5) Deferred revenues and income (43.5) — (43.5) Term Loan Facility (SEK) (144.4) — (144.4) Term Loan Facility (EUR) (169.5) — (169.5) Capital lease and financing lease obligations (1)(3) (29.2) 14.1 (15.1) Deferred tax liability (5.2) (16.9) (22.1) Other long-term liabilities (5) (14.4) (17.9) (32.3) Total estimated purchase price $ 654.9 $ — $ 654.9 (1) Amounts recorded for property include land, buildings, capital lease assets, leasehold improvements, furniture, fixtures and equipment. During the nine months ended September 30, 2017, the Company recorded measurement period adjustments primarily related to the preliminary valuation of property, intangible assets, equity method investments, financing lease obligations and related tax adjustments. (2) Amounts recorded for goodwill are not expected to be deductible for tax purposes. (3) Including current portion of approximately $3.5 million. (4) Additional information for intangible assets acquired on March 28, 2017 is presented below: Weighted Average Gross (In millions) Amortization Period Carrying Amount Acquired intangible assets: Amortizable intangible assets: Favorable leases 7.0 years $ 3.2 Favorable subleases 4.5 years 1.3 Screen advertising agreement 5.0 years 8.3 Trade name agreement 4.0 years 1.0 Total, amortizable 5.3 years $ 13.8 Unamortized intangible assets: Trade names $ 10.0 (5) Amounts recorded for other long-term liabilities include unfavorable leases of approximately $18.5 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. 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 three and nine months ended September 30, 2017, the Company incurred acquisition-related and transition costs for Nordic of approximately $0.6 million and $8.9 million, respectively, which were included in general and administrative expense: merger, acquisition and transaction costs in the Consolidated Statements of Operations. The revenues for Nordic during the three and nine months ended September 30, 2017 were $80.2 million and $152.6 million, respectively, and net earnings (loss) was an immaterial amount for the three and nine months ended September 30, 2017. 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 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 appraisals of tangible and intangible assets and liabilities including working capital are finalized, purchase price adjustments are completed and additional information regarding the tax bases of assets and liabilities at the acquisition date becomes available. The following is a summary of a preliminary allocation of the purchase price: (In millions) November 30, 2016 Changes September 30, 2017 Cash $ 41.6 $ — $ 41.6 Receivables 26.2 — 26.2 Other current assets 58.1 — 58.1 Property (1) 755.9 (20.1) 735.8 Intangible assets (2) 112.1 — 112.1 Goodwill (3) 898.6 21.3 919.9 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) 0.8 (19.6) 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 (4) (365.3) (2.0) (367.3) Deferred tax liability (21.3) — (21.3) Other long-term liabilities (5) (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. During the nine months ended September 30, 2017, the Company recorded measurement period adjustments primarily related to the preliminary valuation of property and financing lease obligations. During the nine months ended September 30, 2017, the Company sold one theatre and reduced the carrying value to fair value. (2) Amounts recorded for intangible assets include favorable leases, management agreements and trade names. (3) Amounts recorded for goodwill are not expected to be deductible for tax purposes. (4) Including current portion of approximately $26.4 million. (5) A mounts recorded for other long-term liabilities include unfavorable leases of approximately $48.3 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. 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 three and nine months ended September 30, 2017, the Company incurred acquisition-related and transition costs for Odeon of approximately $1.5 million and $6.4 million, respectively, which were included in general and administrative expense: merger, acquisition and transaction costs in the Consolidated Statements of Operations. The revenues for Odeon during the three and nine months ended September 30, 2017 were $251.4 million and $760.2 million, respectively, and the net loss was $9.4 million and $14.9 million, respectively. 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 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 appraisals of tangible and intangible assets and liabilities including working capital are finalized, purchase price adjustments are completed and additional information regarding the tax bases of assets and liabilities at the acquisition date becomes available. The following is a summary of a preliminary allocation of the purchase price: (In millions) December 21, 2016 Changes September 30, 2017 Cash $ 86.5 $ $ 86.5 Receivables 12.3 — 12.3 Other current assets 14.2 — 14.2 Property (1) 719.6 (2.8) 716.8 Intangible assets (2) 25.9 — 25.9 Goodwill (3) 624.8 2.5 627.3 Other long-term assets 19.4 — 19.4 Accounts payable (37.0) — (37.0) Accrued expenses and other liabilities (53.0) 0.2 (52.8) Deferred revenues and income (19.9) — (19.9) Deferred tax liability (19.5) 1.5 (18.0) 6% Senior Secured Notes due 2023 (242.1) — (242.1) Capital and financing lease obligations (4) (222.0) (2.0) (224.0) Other long-term liabilities (5) (51.0) 0.6 (50.4) 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 nine months ended September 30, 2017, the Company sold 13 theatres and reduced the carrying value to fair value. (2) Amounts recorded for intangible assets include favorable leases and trade name. (3) Amounts recorded for goodwill are not expected to be deductible for tax purposes. (4) Including current portion of approximately $30.4 million. (5) Amounts recorded for other long-term liabilities include unfavorable leases of approximately $50.4 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. 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 three and nine months ended September 30, 2017, the Company incurred acquisition-related and transition costs for Carmike of approximately $1.5 million and $14.7 million, respectively, 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 three and nine months ended September 30, 2017 were $148.8 million and $516.8 million, respectively, and the net loss was $(16.1) million and $(7.9) million, respectively. 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 the divestiture of 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 (the Company received gross proceeds of $25.1 million related to divested theatre assets that were held for sale and sold during the nine months ended September 30, 2017); establish firewalls to ensure the Company does not obtain National CineMedia, LLC’s (“NCM LLC”), National CineMedia, Inc. (“NCM, Inc” and collectively with NCM LLC “NCM”) Screenvision’s or other exhibitors competitively sensitive information; relinquish seats on NCM’s board of directors and all other NCM governance rights; and transfer 24 theatres comprising 384 screens (which represent less than 2% of NCM’s total network) to the Screenvision network. This includes five Carmike theatres that implemented the Screenvision network prior to completion of the Carmike acquisition, an AMC theatre required to 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 NCM LLC, so that by June 20, 2019, it owns no more than 4.99% of NCM’s outstanding equity interests on a fully converted basis per the following schedule: (i) on or before December 20, 2017, AMC must own no more than 15% of NCM’s outstanding equity interests; (ii) on or before December 20, 2018, AMC must own no more than 7.5% of NCM’s outstanding equity interests; and (iii) on or before June 20, 2019 AMC must own no more than 4.99% of NCM’s outstanding equity interests. The Company sold 14,800,000 NCM, Inc. common shares during the three months ended September 30, 2017 and has satisfied the DOJ divestiture requirements related to NCM for calendar 2017 as calculated pursuant to the Final Judgment. 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 NCM, Inc. Pro Forma Results of Operations (Unaudited) The following selected comparative unaudited pro forma results of operation information for the three months and nine months ended September 30, 2017 and September 30, 2016 assumes that the Odeon, Carmike, and Nordic acquisitions occurred at the beginning of 2016, and reflects the full results of operations for the years presented. The pro forma results have been prepared for comparative purposes only and do not purport to indicate the results of operations which would actually have occurred had the combination been in effect on the dates indicated, or which may occur in the future. These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Odeon, Carmike, and Nordic to reflect the preliminary fair value adjustments to property and equipment and financing obligations. The pro forma financial information presented includes the effects of adjustments related to preliminary values assigned to long-lived assets, including depreciation charges from acquired property and equipment, interest expense and incremental shares issued from financing the acquisitions and the related income tax effects and the elimination of Carmike and AMC historical revenues and expenses for theatres in markets that were divested as required by the Department of Justice. Merger, acquisition and transaction costs directly related to the acquisitions have not been removed. Pro Forma Three Months Ended Pro Forma Nine Months Ended September 30, September 30, (In millions) 2017 2016 2017 2016 Revenues $ 1,178.7 $ 1,307.3 $ 3,739.2 $ 3,908.7 Operating income (loss) $ (4.3) $ 61.2 $ 38.4 $ 185.7 Net earnings (loss) $ (42.7) $ (25.1) $ (209.0) $ (91.0) Income (loss) per share: Basic $ (0.33) $ (0.19) $ (1.63) $ (0.69) Diluted $ (0.33) $ (0.19) $ (1.63) $ (0.69) |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 30, 2017 | |
GOODWILL. | |
GOODWILL | NOTE 3—GOODWILL The following table summarizes the changes in goodwill by reportable operating segment for the nine months ended September 30, 2017: (In millions) U.S. Markets International Markets (2) Total Balance as of December 31, 2016 $ 3,044.8 $ 888.2 $ 3,933.0 Acquisition of Nordic — 872.1 872.1 Adjustments to acquisition of Nordic Cinemas (1) — (78.5) (78.5) Adjustments to acquisition of Odeon Cinemas (1) — 21.3 21.3 Adjustments to acquisition of Carmike Cinemas (1) 2.5 — 2.5 Effect of foreign currency exchange — 139.1 139.1 Balance as of September 30, 2017 $ 3,047.3 $ 1,842.2 $ 4,889.5 (1) Change in goodwill from purchase price allocations adjustments. See Note 2 —Acquisitions for further information. (2) As of September 30, 2017, the goodwill for the Odeon Theatres reporting unit and the Nordic Theatres reporting unit was $987.2 and $855.0, respectively. The Company evaluates goodwill for impairment annually as of the beginning of the fourth fiscal quarter and any time an event occurs or circumstances change that would more likely than not reduce the fair value for a reporting unit below its carrying amount. A decline in our common stock price and the resulting impact on market capitalization is one of several qualitative factors we consider when making this evaluation. Based on recent declines in the trading price of the Company’s Class A common stock, the Company performed an interim goodwill impairment test during the third quarter of 2017. See Note 1—Basis of Presentation regarding the change in accounting principle. The Company believes the decline in market capitalization was precipitated by poor box office performance during 2017 and other uncertainties affecting the outlook for performance by the Company and the industry. The Company has three reporting units that were separately evaluated for possible goodwill impairment. Those reporting units include the U.S. Markets Domestic Theatres and the International Markets Odeon Theatres and Nordic Theatres. Management estimated fair value of each reporting unit using an equally weighted combination of the income approach which utilizes discounted cash flows and the market approach which utilizes market comparable multiples of cash flows. |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2017 | |
INVESTMENTS | |
INVESTMENTS | NOTE 4—INVESTMENTS Investments in non-consolidated affiliates and certain other investments accounted for under the equity method generally include all entities in which the Company or its subsidiaries have significant influence, but not more than 50% voting control, and are recorded in the Consolidated Balance Sheets in other long-term assets. Investments in non-consolidated affiliates as of September 30, 2017 include a 15.2% interest in NCM LLC, a 29.0% interest in Digital Cinema Implementation Partners, LLC (“DCIP”), a 14.6% interest in Digital Cinema Distribution Coalition, LLC (“DCDC”), a 32.0% interest in AC JV, LLC (“AC JV”), owner of Fathom Events, a 16.8% interest in SV Holdco LLC, owner of Screenvision, a 50.0% interest in Digital Cinema Media (“DCM”), 50.0% interest in five U.S. motion picture theatres and one IMAX ® screen and approximately 50.0% 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 nine months ended September 30, 2016, the Company sold all of its 1,222,780 shares in RealD Inc. and recognized a gain on sale of $3.0 million. Dreamscape and Central Services Studios Preferred Stock. During the three months ended September 30, 2017, the Company invested $5.0 million in the non-public preferred shares of Dreamscape Immersive, Inc. (“Dreamscape”) and invested $5.0 million in the non-public preferred shares Central Services Studios, Inc. (“Central Services Studios”) as a part of its virtual reality technologies strategy. The Company will invest an additional $5.0 million in preferred shares in each of Dreamscape and Central Services Studios in January 2018. The Company does not have significant influence over these entities and will follow the cost method of accounting. Equity in Earnings (Loss) of Non-Consolidated Entities Aggregated condensed financial information of the Company’s significant non-consolidated equity method investments (DCIP and NCM) is shown below: Three Months Ended Nine Months Ended (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Revenues $ 156.3 $ 161.8 $ 417.9 $ 438.7 Operating costs and expenses 99.3 110.9 303.6 321.4 Net earnings $ 57.0 $ 50.9 $ 114.3 $ 117.3 The components of the Company’s recorded equity in earnings (loss) of non-consolidated entities are as follows: Three Months Ended Nine Months Ended (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 National CineMedia (1) $ (11.1) $ 3.4 $ (216.8) $ 6.2 Digital Cinema Implementation Partners, LLC 6.0 7.9 21.2 20.6 Open Road 0.9 — (8.0) — Other 2.4 0.7 4.5 1.3 The Company’s recorded equity in earnings (loss) (1) $ (1.8) $ 12.0 $ (199.1) $ 28.1 (1) Equity in earnings (loss) of non-consolidated entities includes an other-than-temporary impairment of the Company’s investment in NCM LLC and NCM, Inc. of $204.5 million for the nine months ended September 30, 2017. The other-than-temporary impairment charge under the U.S. markets segment reflects recording our units and shares at the publicly quoted per share price on June 30, 2017 of $7.42 based on the Company’s determination that the decline in the price per share during the respective quarter was other than temporary. NCM Transactions. On September 7, 2017, the Company converted 14,600,000 common membership units in NCM LLC to common shares of NCM, Inc. On September 18, 2017, the Company entered into an agreement to sell 12,000,000 common shares in NCM Inc. for approximately $73.1 million, representing a price per share of $6.09 per share. The sale was completed on September 20, 2017 and the Company recognized a loss on sale of approximately $17.9 million including transaction costs on the sale of these units. On September 29, 2017, the Company sold its remaining 2,800,000 common shares of NCM, Inc. for approximately $18.2 million, representing a price per share of $6.49. The Company recognized a loss on sale of approximately $3.1 million including transaction costs on the sale of these units. As of September 30, 2017, the Company owned 23,392,630 common membership units, or a 15.2% interest, in NCM LLC and no common shares of NCM, Inc. The estimated fair market value of the common units in NCM LLC was approximately $163.3 million based on the publicly quoted price per share of NCM, Inc. on September 29, 2017 of $6.98 per share. The Company recorded the following related party transactions with NCM: As of As of (In millions) September 30, 2017 December 31, 2016 Due from NCM for on-screen advertising revenue $ 1.7 $ 2.6 Due to NCM for Exhibitor Services Agreement 6.7 1.4 Promissory note payable to NCM 4.2 4.2 Three Months Ended Nine Months Ended (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Net NCM screen advertising revenues $ 6.7 $ 10.4 $ 28.0 $ 31.1 NCM beverage advertising expense 1.7 1.5 5.3 4.5 The Company recorded the following changes in the carrying amount of its investment in NCM, LLC and equity in loss of NCM, LLC during the nine months ended September 30, 2017: Accumulated G&A: Mergers Exhibitor Other and Investment Services Comprehensive Cash Equity in Acquisitions Advertising (In millions) in NCM (1) Agreement (2) (Income)/Loss Received Loss (3) Expense (Revenue) Ending balance at December 31, 2016 $ 323.9 $ (359.2) $ (4.0) Receipt of common units 235.2 (235.2) — Receipt of excess cash distributions (20.5) — — $ 20.5 $ — $ — $ — 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 — Other-than-temporary impairment loss - held for sale (4) (203.3) — — — 203.3 — — Units exchanged for NCM, Inc. common shares (109.1) — — — — Equity in earnings 8.4 — 1.5 — (9.9) — — Amortization of ESA — 20.4 — — — — (20.4) For the period ended or balance as of September 30, 2017 $ 175.1 $ (538.3) $ (2.5) $ 20.5 $ 194.6 $ 22.6 $ (20.4) (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 Common Shares Tranche 1 Tranche 2 (a) NCM, Inc. 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) 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) Conversion of units to NCM, Inc. common shares in September 2017 — (14,600,000) 14,600,000 Sale of NCM, Inc. common shares in September 2017 — - (14,800,000) Ending balance at September 30, 2017 17,323,782 6,068,848 — (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 2037, using a units-of-revenue method, as described in ASC 470-10-35 (formerly EITF 88-18, Sales of Future Revenues ). (3) Excludes an other-than-temporary impairment loss of $1.2 million related to the Company’s common stock investment in NCM, Inc. See Note 8–Fair Value Measurements for further information regarding an other-than-temporary impairment losses. (4) The Company recorded an other-than-temporary impairment loss for NCM, Inc. of $1.2 million and NCM LLC of $203.3 million for a total other-than-temporary impairment of $204.5 million during the nine months ended September 30, 2017. The other-than-temporary impairment charges reflect recording our units and shares at the publicly quoted per share price on June 30, 2017 of $7.42 based on the Company’s determination that the decline in the price per share during the second quarter was other than temporary. See Note 8–Fair Value Measurements for further information regarding an other-than-temporary impairment loss. Cash NCM Inc. Investment in Received Equity in (In millions) NCM Inc. (Paid) Loss Ending balance at December 31, 2016 $ 2.7 $ — $ — Receipt of cash dividends (0.1) 0.1 — Other-than-temporary impairment loss (1.2) — 1.2 NCM, LLC Units exchanged for NCM Inc. Common Shares 109.1 — — Net proceeds from sale of NCM Inc. Common Shares — 89.4 (89.4) Carrying value of NCM Inc. shares sold (110.5) — Ending balance September 30, 2017 $ — $ 89.5 $ 22.3 During the nine months ended September 30, 2017 and September 30, 2016, the Company recorded investment income, net of related amortization of $5.5 million and $7.2 million, respectively, related to the NCM tax receivable agreement. 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 LLC common units in March 2017 related to annual attendance at the Carmike theatres and 361,892 NCM LLC 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 (valued at $36.4 million) 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 LLC 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 three months ended March 31, 2017. The Company recorded a loss of $1.2 million on the return of NCM LLC 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 LLC 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 also agreed to reimburse NCM up to $1.0 million for expenses related to the negotiation of this agreement. The Company sold 14,800,000 NCM, Inc. shares during the three months ended September 30, 2017 and has satisfied the DOJ divestiture requirements related to NCM dispositions for calendar 2017. The Company recorded in: Equity in (earnings) loss of non-consolidated entities an other-than-temporary impairment charge of $204.5 million to reduce the carrying value of its investment in NCM to Level 1 fair value during the nine months ended September 30, 2017. The other-than-temporary impairment charge reflects recording our units and shares at the publicly quoted per share price on June 30, 2017 of $7.42 based on the Company’s determination that the decline in the price per share during the respective quarter was other than temporary. Digital Cinema Media. The Company acquired its equity 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. During the three and nine months ended September 30, 2017, the Company recorded revenue of $5.7 million and $17.8 million, respectively, and a recorded receivable as of September 30, 2017 of $0.8 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) September 30, 2017 December 31, 2016 Due from DCIP for equipment and warranty purchases $ 2.6 $ 2.1 Deferred rent liability for digital projectors 8.2 8.4 Three Months Ended Nine Months Ended (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Digital equipment rental expense $ 1.4 $ 1.4 $ 4.3 $ 3.8 Open Road Transactions. During the three and nine months ended September 30, 2017, the Company recorded additional equity earnings (loss) in Open Road Releasing, LLC (“Open Road”) of $0.9 million and $(8.0) million, respectively, related to certain advances to and on behalf of Open Road. On August 4, 2017, the Company and Regal Entertainment Group consummated a transaction for the sale of all the issued and outstanding ownership interests in Open Road for total proceeds of $28.8 million of which the Company received $14.0 million in net proceeds after transaction expenses for its 50% investment including collection of amounts due from Open Road of $4.8 million and recognized a gain on sale of $17.2 million. The Company and Open Road have entered into a new marketing agreement with respect to films released by Open Road after the closing date. AC JV Transactions. The Company recorded the following related party transactions with AC JV: As of As of (In millions) September 30, 2017 December 31, 2016 Due to AC JV for Fathom Events programming $ 1.5 $ 0.6 Three Months Ended Nine Months Ended (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Film exhibition costs: Gross exhibition cost on Fathom Events programming $ 2.2 $ 2.1 $ 9.0 $ 5.8 Screenvision Transactions. The Company recorded the following related party transactions with Screenvision: As of As of (In millions) September 30, 2017 December 31, 2016 Due from Screenvision for on-screen advertising revenue $ 1.6 $ 1.7 Three Months Ended Nine Months Ended (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Screenvision screen advertising revenues $ 3.5 $ 0.2 $ 9.9 $ 0.7 |
CORPORATE BORROWINGS
CORPORATE BORROWINGS | 9 Months Ended |
Sep. 30, 2017 | |
CORPORATE BORROWINGS | |
CORPORATE BORROWINGS | NOTE 5—CORPORATE BORROWINGS A summary of the carrying value of corporate borrowings and capital and financing lease obligations is as follows: (In millions) September 30, 2017 December 31, 2016 Revolving Credit Facility Due 2020 (5.75% as of September 30, 2017) $ 60.0 $ — Senior Secured Credit Facility-Term Loan due 2022 (3.48% as of September 30, 2017) 865.2 871.8 Senior Secured Credit Facility-Term Loan due 2023 (3.48% as of September 30, 2017) 497.5 500.0 Bridge Loan Agreement due 2017 (7%) — 350.0 5.0% 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) 669.7 308.4 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% 675.4 Deferred charges (106.6) (82.9) Net premiums 27.6 9.4 4,960.9 4,436.3 Less: current maturities (89.1) (81.2) $ 4,871.8 $ 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 6–Stockholders’ Equity. The Company recorded a loss of $0.4 million in other income, which included a write-off of deferred financing costs of $3.7 million, partially offset by a refund of fees of $3.3 million on the extinguishment of indebtedness related to the redemption of the interim bridge loan. Third Amendment to Credit Agreement On May 9, 2017, the Company entered into the Third Amendment to Credit Agreement with Citicorp North America, Inc., as administrative agent and the other lenders party thereto (the Third Amendment”), amending the Credit Agreement dated as of April 30, 2013. The Third Amendment decreased the applicable margin for the term loans outstanding under the Credit Agreement from 1.75% to 1.25% with respect to base rate borrowings and 2.75% to 2.25% with respect to LIBOR borrowings. The Company expensed $1.0 million during the nine months ended September 30, 2017 for third party fees related to the Third Amendment to the Company’s Senior Secured Credit Agreement . Fourth Amendment to Credit Agreement On June 13, 2017, the Company entered into the Fourth Amendment to Credit Agreement with Citicorp North America, Inc., as administrative agent and the other lenders party thereto (the “Fourth Amendment”), amending the Credit Agreement dated as of April 30, 2013. The Fourth Amendment increased the revolving loan commitment under the Credit Agreement from $150.0 million to $225.0 million. 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 $19.8 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 nor 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, and it was declared effective June 7, 2017. All of the original notes were exchanged as of July 12, 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 $12.7 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, and it was declared effective June 7, 2017. All of the original notes were exchanged as of July 12, 2017. As of September 30, 2017, the Company was in compliance with all financial debt covenants. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2017 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 6—STOCKHOLDERS’ EQUITY Common Stock Rights and Privileges The rights of the holders of Holdings’ Class A common stock and Holdings’ Class B common stock are identical, except with respect to voting and conversion applicable to the Class B common stock. Holders of Holdings’ Class A common stock are entitled to one vote per share and holders of Holdings’ Class B common stock are entitled to three votes per share. Holders of Class A common stock and Class B common stock will share ratably (based on the number of shares of common stock held) in any dividend declared by the board of directors, subject to any preferential rights of any outstanding preferred stock. The Class A common stock is not convertible into any other shares of Holdings’ capital stock. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock shall convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain transfers described in Holdings’ certificate of incorporation. Dividends The following is a summary of dividends and dividend equivalents paid to stockholders during the nine months ended September 30, 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 April 27, 2017 June 5, 2017 June 19, 2017 0.20 26.5 August 3, 2017 September 11, 2017 September 25, 2017 0.20 26.5 During the nine months ended September 30, 2017, the Company paid dividends and dividend equivalents of $78.7 million, decreased additional paid-in capital for 191,429 shares surrendered to pay payroll and income taxes of $6.4 million and accrued $0.9 million for the remaining unpaid dividends at September 30, 2017. The aggregate dividends declared for Class A common stock and Class B common stock, were approximately $33.7 million and $45.7 million, respectively. On October 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 December 18, 2017 to stockholders of record on December 4, 2017. On February 13, 2017, the Company completed an additional public offering of 20,330,874 shares of Class A common stock at a price of $31.50 per share ($640.4 million), resulting in net proceeds of $616.8 million after underwriters commission and other professional fees. The Company used a portion of the net proceeds to repay the aggregate principal amount of the Interim Bridge Loan of $350.0 million and general corporate purposes. Treasury Stock On August 3, 2017, Holdings’ Board of Directors approved a $100.0 million share repurchase program to repurchase AMC Class A common stock over a two-year period. Repurchases may be made at management's discretion from time to time through open-market transactions including block purchases, through privately negotiated transactions, or otherwise over the next two years in accordance with all applicable securities laws and regulations. The extent to which AMC repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including liquidity, capital needs of the business, market conditions, regulatory requirements, and other corporate considerations, as determined by AMC’s management team. Repurchases may be made under a Rule 10b5-1 plan, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The repurchase program does not obligate the Company to repurchase any minimum dollar amount or number of shares and may be suspended for periods or discontinued at any time. During the three months ended September 30, 2017, the Company repurchased 1,068,300 shares of AMC Class A common stock at cost of $16.5 million. As of September 30, 2017, the Company had approximately $83.5 million remaining under its repurchase authorization. Subsequent to September 30, 2017 through October 31, 2017, the Company repurchased 826,905 shares of its common stock under the August 3, 2017 repurchase authorization. These shares were repurchased for approximately $11.9 million, at an average share price of $14.39. As of October 31, 2017, the Company had approximately $71.6 million remaining authorized for repurchase. Related Party Transactions As of September 30, 2017, and December 31, 2016, the Company recorded a receivable due from Wanda of $0.1 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 nine months ended September 30, 2017, the Company recorded $0.4 million of cost reductions for general and administrative services provided on behalf of Wanda. Wanda owns Legendary Entertainment, a motion picture production company. The Company will occasionally play Legendary’s films in its theatres as a result of transactions with independent film distributors. Temporary Equity Certain members of management have the right to require Holdings to repurchase the Class A common stock held by them under certain limited circumstances pursuant to the terms of a stockholders’ agreement. Beginning on January 1, 2016 (or upon the termination of a management stockholder’s employment by the Company without cause, by the management stockholder for good reason, or due to the management stockholder’s death or disability) management stockholders will have the right, in limited circumstances, to require Holdings to purchase shares that are not fully and freely tradeable at a price equal to the price per share paid by such management stockholder with appropriate adjustments for any subsequent events such as dividends, splits, or combinations. The shares of Class A common stock, subject to the stockholder agreement, are classified as temporary equity, apart from permanent equity, as a result of the contingent redemption feature contained in the stockholder agreement. The Company determined the amount reflected in temporary equity for the Class A common stock based on the price paid per share by the management stockholders and Wanda on August 30, 2012, the date Wanda acquired Holdings. During the nine months ended September 30, 2017, a former employee who held 27,197 shares, relinquished his put right, therefore the related share amount of $0.3 million was reclassified to additional paid in capital, a component of stockholders’ equity. Stock-Based Compensation Holdings adopted a stock-based compensation plan in December of 2013. The Company recognized stock-based compensation expense of $(0.1) million and $1.7 million within general and administrative: other during the three months ended September 30, 2017 and 2016, respectively, and $3.9 million and $4.5 million during the nine months ended September 30, 2017 and 2016, respectively. The Company’s financial statements reflect an increase to additional paid-in capital related to stock-based compensation of $2.2 million during the nine months ended September 30, 2017. During the nine months ended September 30, 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. During the three months ended September 30, 2017, the Company determined that achieving the three-year performance thresholds of the 2017 Performance Stock Units was improbable and reversed $1.8 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 2017 Performance Stock Units is probable, then historical expense would be reinstated and accruals would resume. During the three months ended September 30, 2017, the Company determined that achieving the one-year performance thresholds of the 2017 Performance Stock Units Transition was improbable and reversed $0.4 million of stock-based compensation expense and ceased accruing any additional expense on these units. As of September 30, 2017, including the 2017 grants, there was approximately $10.6 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 with respect to RSU awards of $1.6 million, $5.6 million, and $3.3 million during the remainder of calendar 2017, 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 September 30, 2017, the aggregate number of shares of Holdings’ common stock remaining available for grant was 7,257,686 shares. Awards Granted in 2017 The Company’s Board of Directors approved awards of stock, restricted stock units (“RSUs”), and performance stock units (“PSUs”) to certain of the Company’s employees and directors under the 2013 Equity Incentive Plan. The fair value of the stock at the grant dates of March 31, 2017, May 11, 2017, and June 5, 2017, was $31.45 per share, $27.50 per share and $25.00 per share, respectively, 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 nine months ended September 30, 2017, in connection with these share grants. · Restricted Stock Unit Awards: 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. On March 31, 2017, RSU awards of 189,109 units were granted to certain members of management. The grant date fair value was approximately $5.9 million based on a stock price of $31.45 on March 31, 2017. On May 11, 2017, RSU awards of 2,301 units were granted to certain members of management. The grant date fair value was approximately $0.1 million based on a stock price of $27.50 on May 11, 2017. On June 5, 2017, RSU awards of 10,316 units were granted to certain members of management. The grant date fair value was approximately $0.3 million based on a stock price of $25.00 on June 5, 2017. During the three and nine months ended September 30, 2017, the Company recognized $0.7 million and $1.3 million expense in general and administrative: other expense in connection with these awards, respectively. 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. During the three and nine months ended September 30, 2017, the Company recognized $0.4 million and $0.9 million expense in general and administrative: other expense in connection with these awards, respectively. · Performance Stock Unit Award: On March 31, 2017, May 11, 2017 and June 5, 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, May 11, 2017, and June 5, 2017, will vest at 318,323 units, 2,301 units and 10,316 units, respectively. 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. During the three months ended September 30, 2017, the Company deemed that these awards were improbable of vesting and reversed $1.8 million previously recognized compensation cost. · 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. During the three months ended September 30, 2017, the Company deemed that these awards were improbable of vesting and reversed $0.4 million previously recognized compensation cost. The following table represents the nonvested RSU and PSU activity for the nine months ended September 30, 2017: Weighted Average Shares of RSU Grant Date and PSU Fair Value Beginning balance at January 1, 2017 556,510 $ 24.88 Granted 701,788 31.23 Vested (191,429) 24.68 Forfeited (42,205) 31.39 Nonvested at September 30, 2017 1,024,664 $ 28.95 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2017 | |
INCOME TAXES | |
INCOME TAXES | NOTE 7—INCOME TAXES The Company’s worldwide 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 worldwide 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 worldwide 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 worldwide effective tax rate based on annual projected earnings for the year ending December 31, 2017 is projected to be 43.3%. The effective rate for the nine months ended September 30, 2017 is 39.3%. During the nine months ended September 30, 2017, the Company recorded three discrete tax benefits. The first related to excess tax benefits recognized under Accounting Standards Update 2016-09 “Compensation – Stock Compensation” of approximately $2.6 million. The second related to the tax benefit on the NCM other-than-temporary impairment of approximately $79.7 million. The third related to the tax benefit on the change in Illinois state tax rate of approximately $0.4 million. The Company’s consolidated tax rate for the nine months ended September 30, 2017 differs from the statutory tax rate primarily due to the foreign tax rate differential driven by Odeon and Nordic earnings, valuation allowances recorded in the Odeon jurisdictions, the domestic discrete items, state income taxes, permanent items and credits. Tax contingencies and other income tax liabilities were $15.4 million and $12.7 million as of September 30, 2017 and December 31, 2016, respectively, and are included in other long-term liabilities. The increase relates primarily to state income taxes and state income tax credits. The Company also continues to be subject to examination by the IRS and the fiscal year ended March 29, 2012 (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 2012 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. At September 30, 2017 and December 31, 2016, the Company recorded net deferred tax assets of $174.8 million and $69.4 million, respectively. The Company evaluates its deferred tax assets each period to determine if a valuation allowance is required based on whether it is “more likely than not” that some portion of the deferred tax assets would not be realized. The ultimate realization of these deferred tax assets is dependent upon the generation of sufficient taxable income during future periods on a federal, state and foreign jurisdiction basis. The Company conducts its evaluation by considering all available positive and negative evidence. This evaluation considers, among other factors, historical operating results, forecasts of future profitability, the duration of statutory carryforward periods, and the outlooks for the U.S. motion picture and broader economy. Based on the Company’s evaluation through September 30, 2017, the Company continued to reserve a portion of its net deferred tax assets due to uncertainty of their realization and dependence upon future taxable income. The accounting for deferred taxes is based upon an estimate of future results. Differences between estimated and actual results could have a material impact on the Company’s consolidated results of operations, its financial position and the ability to fully realize its deferred tax assets over time. Changes in existing tax laws could also affect actual tax results and the realization of deferred tax assets over time. If future results are significantly different from the Company’s estimates and judgments, the Company may be required to record a valuation allowance against some or all of its deferred tax assets prospectively. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2017 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 8—FAIR VALUE MEASUREMENTS Fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the entity transacts business. The inputs used to develop these fair value measurements are established in a hierarchy, which ranks the quality and reliability of the information used to determine the fair values. The fair value classification is based on levels of inputs. Assets and liabilities that are carried at fair value are classified and disclosed in one of the following categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. Recurring Fair Value Measurements. The following table summarizes the fair value hierarchy of the Company’s financial assets carried at fair value on a recurring basis as of September 30, 2017: Fair Value Measurements at September 30, 2017 Using Total Carrying Significant Value at Quoted prices in Significant other unobservable September 30, active market observable inputs inputs (In millions) 2017 (1) (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 2.6 2.6 — — Mutual fund small/mid U.S. equity 3.7 3.7 — — Mutual fund international 1.3 1.3 — — Mutual fund balanced 0.6 0.6 — — Mutual fund fixed income 1.5 1.5 — — Total assets at fair value $ 9.9 $ 9.9 $ — $ — (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 10 — Accumulated Other Comprehensive Income for the unrealized gain on the equity securities recorded in accumulated other comprehensive income. Nonrecurring Fair Value Measurements. Equity interests in NCM, Inc. and NCM LLC were considered impaired and were written down to their fair value during the six months ended June 30, 2017. The Company has not recorded an additional impairment for remaining NCM LLC units as they are not classified as held for sale and the decline in fair value as of September 30, 2017 is temporary given the short period of duration of the decline (one quarter) and the severity of the decline (7% below carrying value). The Company has observed closing prices of NCM, Inc. subsequent to September 30, 2017 in excess of our carrying value. Other Fair Value Measurement Disclosures. The Company is required to disclose the fair value of financial instruments that are not recognized at fair value in the statement of financial position for which it is practicable to estimate that value: Fair Value Measurements at September 30, 2017 Using Significant other Significant Total Carrying Quoted prices in observable unobservable Value at active market inputs inputs (In millions) September 30, 2017 (Level 1) (Level 2) (Level 3) Current maturities of corporate borrowings $ 15.2 $ — $ 14.0 $ 1.4 Corporate borrowings 4,277.4 — 4,343.0 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. In addition, 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. The methods and assumptions used to estimate the fair value of each class of financial instrument are as follows: Cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities: The carrying amounts approximate fair value because of the short maturity of these instruments. |
THEATRE AND OTHER CLOSURE AND D
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS | 9 Months Ended |
Sep. 30, 2017 | |
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS | |
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS | NOTE 9—THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS A rollforward of reserves for theatre and other closure and disposition of assets is as follows: Nine Months Ended (In millions) September 30, 2017 September 30, 2016 Beginning balance $ 34.6 $ 43.0 Theatre and other closure expense 1.1 3.6 Transfer of assets and liabilities 1.2 — Foreign currency translation adjustment 1.0 (0.8) Cash payments (8.3) (8.9) Ending balance $ 29.6 $ 36.9 In the accompanying Consolidated Balance Sheets, as of September 30, 2017, the current portion of the ending balance totaling $8.8 million is included with accrued expenses and other liabilities and the long-term portion of the ending balance totaling $20.8 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 three months ended September 30, 2017 and the 2016, the Company recognized theatre and other closure (income) expense of $(0.6) million and $1.0 million, respectively, and during the nine months ended September 30, 2017 and 2016, the Company recognized theatre and other closure expense of $1.1 million and $3.6 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 | 9 Months Ended |
Sep. 30, 2017 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | NOTE 10—ACCUMULATED OTHER COMPREHENSIVE INCOME The following tables present the change in accumulated other comprehensive income (loss) by component: Unrealized Net Unrealized Net Pension and Gain from Gain from Equity Foreign Other Marketable Method Investees’ (In millions) Currency Benefits (1) 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 109.3 — 0.5 — 109.8 Amounts reclassified from accumulated other comprehensive income — (0.5) (0.1) (0.9) (1.5) Other comprehensive income (loss) 109.3 (0.5) 0.4 (0.9) 108.3 Balance, September 30, 2017 $ 107.5 $ (4.1) $ 0.7 $ 1.7 $ 105.8 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 0.8 — 0.6 (0.6) 0.8 Amounts reclassified from accumulated other comprehensive income — — (1.8) 0.3 (1.5) Other comprehensive income (loss) 0.8 — (1.2) (0.3) (0.7) Balance, September 30, 2016 $ 2.9 $ (3.3) $ 0.3 $ 2.2 $ 2.1 The tax effects allocated to each component of other comprehensive income (loss) during the three months ended September 30, 2017 and 2016 are as follows: Three Months Ended September 30, 2017 September 30, 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 $ 39.0 $ (4.6) $ 34.4 $ 0.3 $ (0.1) $ 0.2 Marketable securities: Unrealized net holding gain (loss) arising during the period 0.4 (0.2) 0.2 0.2 — 0.2 Equity method investees' cash flow hedge: Unrealized net holding loss arising during the period 0.1 — 0.1 0.1 (0.1) — Realized net loss reclassified into equity in earnings of non-consolidated entities (1.6) 0.6 (1.0) 0.2 (0.1) 0.1 Other comprehensive income (loss) $ 37.9 $ (4.2) $ 33.7 $ 0.8 $ (0.3) $ 0.5 The tax effects allocated to each component of other comprehensive income (loss) during the nine months ended September 30, 2017 and 2016 are as follows: Nine Months Ended September 30, 2017 September 30, 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 (1) $ 120.4 $ (11.1) $ 109.3 $ 1.3 $ (0.5) $ 0.8 Pension and other benefit adjustments: Amortization of net (gain) loss reclassified into general and administrative: other (0.5) — (0.5) — — — Marketable securities: Unrealized net holding gain (loss) arising during the period 0.9 (0.4) 0.5 0.9 (0.3) 0.6 Realized net gain reclassified into investment expense (income) (0.1) — (0.1) (2.9) 1.1 (1.8) Equity method investees' cash flow hedge: Unrealized net holding gain (loss) arising during the period — — — (0.9) 0.3 (0.6) Realized net (gain) loss reclassified into equity in earnings of non-consolidated entities (1.5) 0.6 (0.9) 0.5 (0.2) 0.3 Other comprehensive income (loss) $ 119.2 $ (10.9) $ 108.3 $ (1.1) $ 0.4 $ (0.7) (1) Deferred tax impacts of foreign currency translation for the Odeon and Nordic international operations have not been recorded due to the Company’s intent to remain permanently invested. |
OPERATING SEGMENTS
OPERATING SEGMENTS | 9 Months Ended |
Sep. 30, 2017 | |
OPERATING SEGMENTS | |
OPERATING SEGMENTS | NOTE 11—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 reportable segments consist of two operating segments (Odeon Theatres and Nordic Theatres) with operations in or partial interest in theatres 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 two international operating segments are combined into one reportable segment (International markets) because they have similar economic characteristics and meet the aggregation criteria described in the accounting guidance for segment reporting. 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: Three Months Ended Nine Months Ended Revenues (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 U.S. markets $ 845.7 $ 778.3 $ 2,745.2 $ 2,305.0 International markets 333.0 1.5 917.2 4.8 Total revenues $ 1,178.7 $ 779.8 $ 3,662.4 $ 2,309.8 Three Months Ended Nine Months Ended Adjusted EBITDA (1) (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 U.S. markets (2) $ 107.6 $ 144.5 $ 420.6 $ 420.5 International markets 39.8 (0.1) 113.7 (0.1) Total Adjusted EBITDA $ 147.4 $ 144.4 $ 534.3 $ 420.4 (1) The Company presents Adjusted EBITDA as a supplemental measure of its performance. The Company defines Adjusted EBITDA as net earnings (loss) plus (i) income tax provision (benefit), (ii) interest expense and (iii) depreciation and amortization, as further adjusted to eliminate the impact of certain items that the Company does not consider indicative of its ongoing operating performance and to include attributable EBITDA from equity investments in theatre operations in international markets and any cash distributions of earnings from its other 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. Three Months Ended Nine Months Ended Capital Expenditures (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 U.S. markets $ 126.9 $ 116.3 $ 416.6 $ 256.6 International markets 22.8 — 51.1 — Total capital expenditures $ 149.7 $ 116.3 $ 467.7 $ 256.6 Financial Information About Geographic Area: Three Months Ended Nine Months Ended Revenues (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 United States $ 845.7 $ 778.3 $ 2,745.2 $ 2,305.0 United Kingdom 127.8 1.5 366.9 4.8 Sweden 47.9 — 89.2 — Italy 33.2 — 125.9 — Spain 47.4 — 132.3 — Germany 26.6 — 86.6 — Finland 21.9 — 41.5 — Other foreign countries 28.2 — 74.8 — Total $ 1,178.7 $ 779.8 $ 3,662.4 $ 2,309.8 As of As of Long-term assets, net (In millions) September 30, 2017 December 31, 2016 United States $ 6,283.8 $ 6,156.9 International 3,004.9 1,801.3 Total long-term assets (1) $ 9,288.7 $ 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 (loss) to Adjusted EBITDA: Three Months Ended Nine Months Ended (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Net earnings (loss) $ (42.7) $ 30.4 $ (210.8) $ 82.7 Plus: Income tax provision (benefit) (17.6) 20.1 (136.4) 54.6 Interest expense 71.4 26.7 203.4 80.8 Depreciation and amortization 135.2 63.1 393.9 185.8 Certain operating expenses (1) 3.7 5.8 12.5 13.0 Equity in (earnings) loss of non-consolidated entities (2) 1.8 (12.0) 199.1 (28.1) Cash distributions from non-consolidated entities (3) 6.5 3.4 33.1 21.6 Attributable EBITDA (4) 0.8 — 1.8 — Investment (income) expense (16.6) 0.2 (21.6) (9.6) Other expense (income) (5) (0.6) 0.1 (1.8) — General and administrative expense—unallocated: Merger, acquisition and transaction costs (6) 5.6 4.9 57.2 15.1 Stock-based compensation expense (7) (0.1) 1.7 3.9 4.5 Adjusted EBITDA $ 147.4 $ 144.4 $ 534.3 $ 420.4 (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) Equity in (earnings) loss of non-consolidated entities includes an other-than-temporary impairment of the Company’s investment in NCM of $204.5 million for the nine months ended September 30, 2017. The other-than-temporary impairment charge reflects recording our units and shares at the publicly quoted per share price on June 30, 2017 of $7.42 based on the Company’s determination that the decline in the price per share during the quarter was other than temporary. Equity in (earnings) loss of non-consolidated entities includes loss on the sale of a portion of the Company’s investment in NCM of $21.0 million and $22.2 million during the three and nine months ended September 30, 2017, respectively. (3) Includes U.S. non-theatre distributions from equity method investments and International non-theatre distributions from equity method investments to the extent received. The Company believes including cash distributions is an appropriate reflection of the contribution of these investments to its operations. (4) Attributable EBITDA includes the EBITDA from equity investments in theatre operators in certain international markets. See below for a reconciliation of the Company’s equity earnings of non-consolidated entities to attributable EBITDA. Because these equity investments are in theatre operators in regions where the Company holds a significant market share, the Company believes attributable EBITDA is more indicative of the performance of these equity investments and management uses this measure to monitor and evaluate these equity investments. The Company also provides services to these theatre operators including information technology systems, certain on-screen advertising services and our gift card and package ticket program. As these investments relate only to our Nordic acquisition, the second quarter of 2017 represents the first time the Company has made this adjustment and does not impact prior historical presentations of Adjusted EBITDA. Three Months Ended Nine Months Ended (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Equity in loss of non-consolidated entities $ 1.8 $ — $ 199.1 $ — Less: Equity in loss of non-consolidated entities excluding international theatre JV's 2.1 — 199.6 — Equity in earnings of International theatre JV's 0.3 — 0.5 — Depreciation and amortization 0.5 — 1.3 — Attributable EBITDA $ 0.8 $ — $ 1.8 $ — (5) Other income for the nine months ended September 30, 2017 includes $3.2 million financing related foreign currency transaction gains, partially offset by $1.0 million in fees relating to third party fees related to the Third Amendment to our Senior Secured Credit Agreement and a $0.4 million loss on the redemption of the Bridge Loan Facility. Other income for the three months ended September 30, 2017 includes $0.5 million related to financing related foreign currency transaction gains. (6) Merger, acquisition and transition costs are excluded as they are non-operating in nature. (7) Non-cash or non-recurring expense included in general and administrative: other. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 9 Months Ended |
Sep. 30, 2017 | |
EMPLOYEE BENEFIT PLANS | |
EMPLOYEE BENEFIT PLANS | NOTE 12—EMPLOYEE BENEFIT PLANS In the U.S., 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 three months ended September 30, 2017 and 2016 consists of the following: U.S. Pension Benefits International Pension Benefits (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Components of net periodic benefit cost: Service cost $ — $ — $ 0.1 $ — Interest cost 1.1 1.1 0.7 — Expected return on plan assets (0.8) (0.9) (0.8) — Net periodic benefit cost (credit) $ 0.3 $ 0.2 $ — $ — Net periodic benefit cost (credit) recognized for the plans in general and administrative: other during the nine months ended September 30, 2017 and 2016 consists of the following: U.S. Pension Benefits International Pension Benefits (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Components of net periodic benefit cost: Service cost $ — $ — $ 0.2 $ — Interest cost 3.2 3.3 2.0 — Expected return on plan assets (2.4) (2.7) (2.4) — Net periodic benefit cost (credit) $ 0.8 $ 0.6 $ (0.2) $ — |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2017 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 13—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 consolidated 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. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2017 | |
EARNINGS (LOSS) PER SHARE | |
EARNINGS PER SHARE | NOTE 14—EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed by dividing net earnings (loss) 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 (loss) per common share: Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2017 2016 2017 2016 Numerator: Net earnings (loss) from continuing operations $ (42.7) $ 30.4 $ (210.8) $ 82.7 Denominator (shares in thousands): Weighted average shares for basic earnings per common share 131,077 98,194 127,902 98,196 Common equivalent shares for RSUs and PSUs — 90 — 15 Shares for diluted earnings per common share 131,077 98,284 127,902 98,211 Basic earnings (loss) per common share $ (0.33) $ 0.31 $ (1.65) $ 0.84 Diluted earnings (loss) per common share $ (0.33) $ 0.31 $ (1.65) $ 0.84 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, based on the number of shares, if any, that would be issuable under the terms of the Company’s 2013 Equity Incentive Plan (“Plan”) if the end of the reporting period were the end of the contingency period. During the three and nine months ended September 30, 2017, unvested PSU’s and Transition PSU’s of 187,468 at the minimum performance target were not included in the computation of diluted loss 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 and they would also be anti-dilutive. During the three and nine months ended September 30, 2017, unvested RSU’s of 366,773 were not included in the computation of diluted loss per share because they would be anti-dilutive. |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 9 Months Ended |
Sep. 30, 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 Three Months Ended September 30, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 438.2 $ 315.3 $ — $ 753.5 Food and beverage — 222.0 139.4 — 361.4 Other theatre — 36.7 27.1 — 63.8 Total revenues — 696.9 481.8 — 1,178.7 Operating costs and expenses Film exhibition costs — 221.5 143.3 — 364.8 Food and beverage costs — 33.5 27.2 — 60.7 Operating expense — 216.5 166.7 — 383.2 Rent — 123.0 77.7 — 200.7 General and administrative: Merger, acquisition and transaction costs — 3.7 1.9 — 5.6 Other 0.3 16.7 15.8 — 32.8 Depreciation and amortization — 72.9 62.3 — 135.2 Operating costs and expenses 0.3 687.8 494.9 — 1,183.0 Operating income (loss) (0.3) 9.1 (13.1) — (4.3) Other expense (income): Equity in net (earnings) loss of subsidiaries 38.9 20.9 — (59.8) — Other income — (0.4) (0.2) — (0.6) Interest expense: Corporate borrowings 60.3 57.7 0.5 (57.7) 60.8 Capital and financing lease obligations — 1.9 8.7 — 10.6 Equity in (earnings) loss of non-consolidated entities — 3.8 (2.0) — 1.8 Investment income (56.8) (17.0) (0.5) 57.7 (16.6) Total other expense (income) 42.4 66.9 6.5 (59.8) 56.0 Earnings (loss) before income taxes (42.7) (57.8) (19.6) 59.8 (60.3) Income tax provision (benefit) — (18.9) 1.3 — (17.6) Net loss $ (42.7) $ (38.9) $ (20.9) $ 59.8 $ (42.7) Consolidating Statement of Operations Three Months Ended September 30, 2016: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 495.8 $ 1.0 $ — $ 496.8 Food and beverage — 248.5 0.4 — 248.9 Other theatre — 34.0 0.1 — 34.1 Total revenues — 778.3 1.5 — 779.8 Operating costs and expenses Film exhibition costs — 258.6 0.5 — 259.1 Food and beverage costs — 33.8 0.1 — 33.9 Operating expense — 210.8 0.8 — 211.6 Rent — 121.5 0.4 — 121.9 General and administrative: Merger, acquisition and transaction costs — 4.9 — — 4.9 Other — 19.8 — — 19.8 Depreciation and amortization — 63.1 — — 63.1 Operating costs and expenses — 712.5 1.8 — 714.3 Operating income (loss) — 65.8 (0.3) — 65.5 Other expense (income): Equity in net (earnings) loss of subsidiaries (28.3) 0.2 — 28.1 — Other expense (income) — 0.1 — — 0.1 Interest expense: Corporate borrowings 24.6 26.9 — (26.9) 24.6 Capital and financing lease obligations — 2.1 — — 2.1 Equity in earnings of non-consolidated entities — (12.0) — — (12.0) Investment income (26.7) 0.1 (0.1) 26.9 0.2 Total other expense (income) (30.4) 17.4 (0.1) 28.1 15.0 Earnings (loss) before income taxes 30.4 48.4 (0.2) (28.1) 50.5 Income tax provision — 20.1 — — 20.1 Net earnings (loss) $ 30.4 $ 28.3 $ (0.2) $ (28.1) $ 30.4 Consolidating Statement of Operations Nine Months Ended September 30, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 1,402.3 $ 930.1 $ — $ 2,332.4 Food and beverage — 707.4 425.7 — 1,133.1 Other theatre — 118.8 78.1 — 196.9 Total revenues — 2,228.5 1,433.9 — 3,662.4 Operating costs and expenses Film exhibition costs — 738.8 425.4 — 1,164.2 Food and beverage costs — 100.5 82.1 — 182.6 Operating expense — 652.7 476.1 — 1,128.8 Rent — 370.9 220.0 — 590.9 General and administrative: Merger, acquisition and transaction costs — 54.3 2.9 — 57.2 Other 1.8 66.0 45.6 — 113.4 Depreciation and amortization — 219.4 174.5 — 393.9 Operating costs and expenses 1.8 2,202.6 1,426.6 — 3,631.0 Operating income (loss) (1.8) 25.9 7.3 — 31.4 Other expense (income): Equity in net (earnings) loss of subsidiaries 199.8 19.0 — (218.8) — Other expense (income) — (2.1) (0.2) — (2.3) Interest expense: Corporate borrowings 170.1 167.1 1.5 (167.0) 171.7 Capital and financing lease obligations — 5.8 25.9 — 31.7 Equity in (earnings) loss of non-consolidated entities — 201.2 (2.1) — 199.1 Investment income (160.9) (27.3) (0.4) 167.0 (21.6) Total other expense (income) 209.0 363.7 24.7 (218.8) 378.6 Loss before income taxes (210.8) (337.8) (17.4) 218.8 (347.2) Income tax provision (benefit) — (138.0) 1.6 — (136.4) Net loss $ (210.8) $ (199.8) $ (19.0) $ 218.8 $ (210.8) Consolidating Statement of Operations Nine Months Ended September 30, 2016: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 1,457.5 $ 3.1 $ — $ 1,460.6 Food and beverage — 735.3 1.3 — 736.6 Other theatre — 112.2 0.4 — 112.6 Total revenues — 2,305.0 4.8 — 2,309.8 Operating costs and expenses Film exhibition costs — 782.9 1.5 — 784.4 Food and beverage costs — 101.7 0.3 — 102.0 Operating expense — 611.4 2.5 — 613.9 Rent — 367.9 1.4 — 369.3 General and administrative: Merger, acquisition and transaction costs — 15.1 — — 15.1 Other — 58.9 — — 58.9 Depreciation and amortization — 185.8 — — 185.8 Operating costs and expenses — 2,123.7 5.7 — 2,129.4 Operating income (loss) — 181.3 (0.9) — 180.4 Other expense (income): Equity in net (earnings) loss of subsidiaries (76.5) 0.4 — 76.1 — Interest expense: Corporate borrowings 74.3 86.1 — (86.0) 74.4 Capital and financing lease obligations — 6.4 — — 6.4 Equity in earnings of non-consolidated entities — (28.1) — — (28.1) Investment income (80.5) (14.6) (0.5) 86.0 (9.6) Total other expense (income) (82.7) 50.2 (0.5) 76.1 43.1 Earnings (loss) before income taxes 82.7 131.1 (0.4) (76.1) 137.3 Income tax provision — 54.6 — — 54.6 Net earnings (loss) $ 82.7 $ 76.5 $ (0.4) $ (76.1) $ 82.7 Consolidating Statement of Comprehensive Loss Three Months Ended September 30, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net loss $ (42.7) $ (38.9) $ (20.9) $ 59.8 $ (42.7) Other comprehensive income (loss) Equity in other comprehensive income (loss) of subsidiaries 33.7 34.6 — (68.3) — Unrealized foreign currency translation adjustment, net of tax — (0.2) 34.6 — 34.4 Marketable securities: Unrealized holding gain arising during the period, net of tax — 0.2 — — 0.2 Equity method investees’ cash flow hedge: Unrealized net holding gain arising during the period, net of tax — 0.1 — — 0.1 Realized net holding gain reclassified to equity in earnings of non-consolidated entities, net of tax — (1.0) — — (1.0) Other comprehensive income 33.7 33.7 34.6 (68.3) 33.7 Total comprehensive income (loss) $ (9.0) $ (5.2) $ 13.7 $ (8.5) $ (9.0) Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2016: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings (loss) $ 30.4 $ 28.3 $ (0.2) $ (28.1) $ 30.4 Other comprehensive income (loss) Equity in other comprehensive income of subsidiaries 0.5 0.1 — (0.6) — Unrealized foreign currency translation adjustment, net of tax — 0.1 0.1 — 0.2 Marketable securities: Unrealized holding gain arising during the period, net of tax — 0.2 — — 0.2 Equity method investees’ cash flow hedge: Realized net holding loss reclassified to equity in earnings of non-consolidated entities, net of tax — 0.1 — — 0.1 Other comprehensive income 0.5 0.5 0.1 (0.6) 0.5 Total comprehensive income (loss) $ 30.9 $ 28.8 $ (0.1) $ (28.7) $ 30.9 Consolidating Statement of Comprehensive Loss Nine Months Ended September 30, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings (loss) $ (210.8) $ (199.8) $ (19.0) $ 218.8 $ (210.8) Other comprehensive income (loss) Equity in other comprehensive income (loss) of subsidiaries 108.3 109.0 — (217.3) — Unrealized foreign currency translation adjustment, net of tax — (0.2) 109.5 — 109.3 Pension and other benefit adjustments: Amortization of net loss (gain) reclassified into general and administrative: other, net of tax — — (0.5) — (0.5) Marketable securities: Unrealized holding gain arising during the period, net of tax — 0.5 — — 0.5 Realized net gain reclassified into investment income, net of tax — (0.1) — — (0.1) Equity method investees’ cash flow hedge: Realized net holding loss (gain) reclassified to equity in earnings of non-consolidated entities, net of tax — (0.9) — — (0.9) Other comprehensive income 108.3 108.3 109.0 (217.3) 108.3 Total comprehensive income (loss) $ (102.5) $ (91.5) $ 90.0 $ 1.5 $ (102.5) Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2016: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings (loss) $ 82.7 $ 76.5 $ (0.4) $ (76.1) $ 82.7 Other comprehensive income (loss) Equity in other comprehensive income (loss) of subsidiaries (0.7) 1.0 — (0.3) — Unrealized foreign currency translation adjustment, net of tax — (0.2) 1.0 — 0.8 Marketable securities: Unrealized holding loss arising during the period, net of tax — 0.6 — — 0.6 Realized net gain reclassified into net investment income, net of tax — (1.8) — — (1.8) Equity method investees’ cash flow hedge: Unrealized net holding gain arising during the period, net of tax — (0.6) — — (0.6) Realized net holding loss reclassified to equity in earnings of non-consolidated entities, net of tax — 0.3 — — 0.3 Other comprehensive income (loss) (0.7) (0.7) 1.0 (0.3) (0.7) Total comprehensive income $ 82.0 $ 75.8 $ 0.6 $ (76.4) $ 82.0 Consolidating Balance Sheet As of September 30, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and cash equivalents $ 0.1 $ 126.8 $ 133.1 $ — $ 260.0 Restricted cash — — 6.8 — 6.8 Receivables, net — 74.5 54.4 — 128.9 Other current assets 0.2 105.2 120.9 — 226.3 Total current assets 0.3 306.5 315.2 — 622.0 Investment in equity of subsidiaries 2,726.4 1,436.8 — (4,163.2) — Property, net — 1,664.4 1,580.1 — 3,244.5 Intangible assets, net — 221.2 166.6 — 387.8 Intercompany advances 4,044.1 (1,994.6) (2,049.5) — — Goodwill (2.1) 2,422.1 2,469.5 — 4,889.5 Deferred tax asset, net — 215.4 6.8 — 222.2 Other long-term assets 6.3 409.5 128.9 — 544.7 Total assets $ 6,775.0 $ 4,681.3 $ 2,617.6 $ (4,163.2) $ 9,910.7 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ 318.9 $ 150.2 $ — $ 469.1 Accrued expenses and other liabilities 61.4 154.6 121.4 — 337.4 Deferred revenues and income — 199.5 85.1 — 284.6 Current maturities of corporate borrowings and capital and financing lease obligations 13.8 11.6 63.7 — 89.1 Total current liabilities 75.2 684.6 420.4 — 1,180.2 Corporate borrowings 4,274.6 2.8 — — 4,277.4 Capital and financing lease obligations — 76.1 518.3 — 594.4 Exhibitor services agreement — 538.4 — — 538.4 Deferred tax liability, net — — 47.4 — 47.4 Other long-term liabilities — 653.0 194.7 — 847.7 Total liabilities 4,349.8 1,954.9 1,180.8 — 7,485.5 Temporary equity 0.8 — — — 0.8 Stockholders’ equity 2,424.4 2,726.4 1,436.8 (4,163.2) 2,424.4 Total liabilities and stockholders’ equity $ 6,775.0 $ 4,681.3 $ 2,617.6 $ (4,163.2) $ 9,910.7 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 cash 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, net — 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, net — — 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 Nine Months Ended September 30, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by operating activities $ 42.0 $ 64.1 $ 123.0 $ — $ 229.1 Cash flows from investing activities: Capital expenditures — (320.5) (147.2) — (467.7) Acquisition of Nordic, net of cash acquired — (654.9) 71.4 — (583.5) Proceeds from sale leaseback transaction — 128.4 — — 128.4 Proceeds from disposition of NCM shares — 89.4 — — 89.4 Proceeds from disposition of Open Road — 9.2 — — 9.2 Proceeds from disposition of long-term assets — 9.1 13.4 — 22.5 Investments in non-consolidated entities, net — (11.6) 1.6 — (10.0) Other, net — (3.4) (0.2) — (3.6) Net cash used in investing activities — (754.3) (61.0) — (815.3) 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 616.8 — — — 616.8 Net borrowings under Revolving Credit Facility 60.0 — — — 60.0 Principal payment of Bridge Loan due 2017 (350.0) — — — (350.0) Principal payments under Term Loan (9.1) — — — (9.1) Principal payments under capital and financing lease obligations — (6.9) (47.2) — (54.1) Cash used to pay deferred financing costs (29.8) — — — (29.8) Cash used to pay dividends (78.7) — — — (78.7) Taxes paid for restricted unit withholdings (6.5) — — — (6.5) Purchase of treasury stock (16.5) — — — (16.5) Change in intercompany advances (771.4) 773.7 (2.3) — — Net cash provided by (used in) financing activities (96.3) 766.8 (49.5) — 621.0 Effect of exchange rate changes on cash and equivalents 51.4 (44.5) 11.2 — 18.1 Net increase (decrease) in cash and equivalents (2.9) 32.1 23.7 — 52.9 Cash and equivalents at beginning of period 3.0 94.7 109.4 — 207.1 Cash and equivalents at end of period $ 0.1 $ 126.8 $ 133.1 $ — $ 260.0 Consolidating Statement of Cash Flows Nine Months Ended September 30, 2016: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by operating activities $ 19.6 $ 193.7 $ (2.0) $ — $ 211.3 Cash flows from investing activities: Capital expenditures — (256.6) — — (256.6) Acquisition of Starplex Cinemas, net of cash acquired — 0.7 — — 0.7 Proceeds from disposition of long-term assets — 19.4 — — 19.4 Investments in non-consolidated entities, net — (10.5) — — (10.5) Other, net — (1.3) — — (1.3) Net cash used in investing activities — (248.3) — — (248.3) Cash flows from financing activities: Net borrowings under Revolving Credit Facility (55.0) — — — (55.0) Principal payments under Term Loan (6.6) — — — (6.6) Principal payments under capital and financing lease obligations — (6.3) — — (6.3) Cash used to pay deferred financing costs (0.8) — — — (0.8) Change in intercompany advances 101.9 (62.2) (39.7) — — Cash used to pay dividends (59.1) — — — (59.1) Net cash used in financing activities (19.6) (68.5) (39.7) — (127.8) Effect of exchange rate changes on cash and equivalents — — (0.1) — (0.1) Net decrease in cash and equivalents — (123.1) (41.8) — (164.9) Cash and equivalents at beginning of period 1.9 167.0 42.3 — 211.2 Cash and equivalents at end of period $ 1.9 $ 43.9 $ 0.5 $ — $ 46.3 |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 (loss) and total comprehensive income (loss) for the periods presented are attributable to controlling interests. Due to the seasonal nature of the Company’s business, results for the year-to-date period ended September 30, 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. |
Early adoption of New Accounting Pronouncements | Early Adoption of New Accounting Pronouncements: The Company early adopted the provisions of Accounting Standards Update (“ASU”) No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), as of the third quarter of 2017 on a prospective basis. The adoption of ASU 2017-04 was preferable because it simplifies how the Company is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. The Company performed an interim goodwill impairment test during the third quarter of 2017 due to the recent declines in equity values of the Company’s publicly traded stock. As a result of this test, the Company did not record a goodwill impairment loss during the nine months ended September 30, 2017. See Note 3—Goodwill for further information regarding the interim goodwill impairment test and Management’s Discussion and Analysis —New Accounting Pronouncements for further information on ASU 2017-04. In January 2017, the Financial Accounting Standards Board issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The standard provides guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
ACQUISITION | |
Schedule of Activity of Goodwill | The following table summarizes the changes in goodwill by reportable operating segment for the nine months ended September 30, 2017: (In millions) U.S. Markets International Markets (2) Total Balance as of December 31, 2016 $ 3,044.8 $ 888.2 $ 3,933.0 Acquisition of Nordic — 872.1 872.1 Adjustments to acquisition of Nordic Cinemas (1) — (78.5) (78.5) Adjustments to acquisition of Odeon Cinemas (1) — 21.3 21.3 Adjustments to acquisition of Carmike Cinemas (1) 2.5 — 2.5 Effect of foreign currency exchange — 139.1 139.1 Balance as of September 30, 2017 $ 3,047.3 $ 1,842.2 $ 4,889.5 (1) Change in goodwill from purchase price allocations adjustments. See Note 2 —Acquisitions for further information. (2) As of September 30, 2017, the goodwill for the Odeon Theatres reporting unit and the Nordic Theatres reporting unit was $987.2 and $855.0, respectively. |
Nordic | |
ACQUISITION | |
Summary of Allocation of the Purchase Price | (In millions) March 28, 2017 Changes September 30, 2017 Cash $ 70.5 $ 0.9 $ 71.4 Restricted cash — 5.9 5.9 Receivables 25.0 (11.6) 13.4 Other current assets 14.0 8.9 22.9 Property (1) 89.8 54.8 144.6 Intangible assets (1) (4) — 23.8 23.8 Goodwill (2) 872.1 (78.5) 793.6 Deferred tax asset 5.5 (5.1) 0.4 Other long-term assets 41.0 27.5 68.5 Accounts payable (30.3) 0.1 (30.2) Accrued expenses and other liabilities (26.5) (6.0) (32.5) Deferred revenues and income (43.5) — (43.5) Term Loan Facility (SEK) (144.4) — (144.4) Term Loan Facility (EUR) (169.5) — (169.5) Capital lease and financing lease obligations (1)(3) (29.2) 14.1 (15.1) Deferred tax liability (5.2) (16.9) (22.1) Other long-term liabilities (5) (14.4) (17.9) (32.3) Total estimated purchase price $ 654.9 $ — $ 654.9 (1) Amounts recorded for property include land, buildings, capital lease assets, leasehold improvements, furniture, fixtures and equipment. During the nine months ended September 30, 2017, the Company recorded measurement period adjustments primarily related to the preliminary valuation of property, intangible assets, equity method investments, financing lease obligations and related tax adjustments. (2) Amounts recorded for goodwill are not expected to be deductible for tax purposes. (3) Including current portion of approximately $3.5 million. (4) Additional information for intangible assets acquired on March 28, 2017 is presented below: Weighted Average Gross (In millions) Amortization Period Carrying Amount Acquired intangible assets: Amortizable intangible assets: Favorable leases 7.0 years $ 3.2 Favorable subleases 4.5 years 1.3 Screen advertising agreement 5.0 years 8.3 Trade name agreement 4.0 years 1.0 Total, amortizable 5.3 years $ 13.8 Unamortized intangible assets: Trade names $ 10.0 (5) Amounts recorded for other long-term liabilities include unfavorable leases of approximately $18.5 million. |
Odeon | |
ACQUISITION | |
Summary of Allocation of the Purchase Price | (In millions) November 30, 2016 Changes September 30, 2017 Cash $ 41.6 $ — $ 41.6 Receivables 26.2 — 26.2 Other current assets 58.1 — 58.1 Property (1) 755.9 (20.1) 735.8 Intangible assets (2) 112.1 — 112.1 Goodwill (3) 898.6 21.3 919.9 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) 0.8 (19.6) 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 (4) (365.3) (2.0) (367.3) Deferred tax liability (21.3) — (21.3) Other long-term liabilities (5) (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. During the nine months ended September 30, 2017, the Company recorded measurement period adjustments primarily related to the preliminary valuation of property and financing lease obligations. During the nine months ended September 30, 2017, the Company sold one theatre and reduced the carrying value to fair value. (2) Amounts recorded for intangible assets include favorable leases, management agreements and trade names. (3) Amounts recorded for goodwill are not expected to be deductible for tax purposes. (4) Including current portion of approximately $26.4 million. (5) A mounts recorded for other long-term liabilities include unfavorable leases of approximately $48.3 million. |
Carmike | |
ACQUISITION | |
Summary of Allocation of the Purchase Price | (In millions) December 21, 2016 Changes September 30, 2017 Cash $ 86.5 $ $ 86.5 Receivables 12.3 — 12.3 Other current assets 14.2 — 14.2 Property (1) 719.6 (2.8) 716.8 Intangible assets (2) 25.9 — 25.9 Goodwill (3) 624.8 2.5 627.3 Other long-term assets 19.4 — 19.4 Accounts payable (37.0) — (37.0) Accrued expenses and other liabilities (53.0) 0.2 (52.8) Deferred revenues and income (19.9) — (19.9) Deferred tax liability (19.5) 1.5 (18.0) 6% Senior Secured Notes due 2023 (242.1) — (242.1) Capital and financing lease obligations (4) (222.0) (2.0) (224.0) Other long-term liabilities (5) (51.0) 0.6 (50.4) 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 nine months ended September 30, 2017, the Company sold 13 theatres and reduced the carrying value to fair value. (2) Amounts recorded for intangible assets include favorable leases and trade name. (3) Amounts recorded for goodwill are not expected to be deductible for tax purposes. (4) Including current portion of approximately $30.4 million. (5) Amounts recorded for other long-term liabilities include unfavorable leases of approximately $50.4 million. |
GOODWILL (Tables)
GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
GOODWILL. | |
Schedule of Activity of Goodwill | The following table summarizes the changes in goodwill by reportable operating segment for the nine months ended September 30, 2017: (In millions) U.S. Markets International Markets (2) Total Balance as of December 31, 2016 $ 3,044.8 $ 888.2 $ 3,933.0 Acquisition of Nordic — 872.1 872.1 Adjustments to acquisition of Nordic Cinemas (1) — (78.5) (78.5) Adjustments to acquisition of Odeon Cinemas (1) — 21.3 21.3 Adjustments to acquisition of Carmike Cinemas (1) 2.5 — 2.5 Effect of foreign currency exchange — 139.1 139.1 Balance as of September 30, 2017 $ 3,047.3 $ 1,842.2 $ 4,889.5 (1) Change in goodwill from purchase price allocations adjustments. See Note 2 —Acquisitions for further information. (2) As of September 30, 2017, the goodwill for the Odeon Theatres reporting unit and the Nordic Theatres reporting unit was $987.2 and $855.0, respectively. |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Investments | |
Schedule of Condensed Financial Information of Non-consolidated Equity Method Investments | Three Months Ended Nine Months Ended (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Revenues $ 156.3 $ 161.8 $ 417.9 $ 438.7 Operating costs and expenses 99.3 110.9 303.6 321.4 Net earnings $ 57.0 $ 50.9 $ 114.3 $ 117.3 |
Schedule of Components of Recorded Equity in Earnings (Losses) of Non-consolidated Entities | Three Months Ended Nine Months Ended (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 National CineMedia (1) $ (11.1) $ 3.4 $ (216.8) $ 6.2 Digital Cinema Implementation Partners, LLC 6.0 7.9 21.2 20.6 Open Road 0.9 — (8.0) — Other 2.4 0.7 4.5 1.3 The Company’s recorded equity in earnings (loss) (1) $ (1.8) $ 12.0 $ (199.1) $ 28.1 |
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)/Loss Received Loss (3) Expense (Revenue) Ending balance at December 31, 2016 $ 323.9 $ (359.2) $ (4.0) Receipt of common units 235.2 (235.2) — Receipt of excess cash distributions (20.5) — — $ 20.5 $ — $ — $ — 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 — Other-than-temporary impairment loss - held for sale (4) (203.3) — — — 203.3 — — Units exchanged for NCM, Inc. common shares (109.1) — — — — Equity in earnings 8.4 — 1.5 — (9.9) — — Amortization of ESA — 20.4 — — — — (20.4) For the period ended or balance as of September 30, 2017 $ 175.1 $ (538.3) $ (2.5) $ 20.5 $ 194.6 $ 22.6 $ (20.4) (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 Common Shares Tranche 1 Tranche 2 (a) NCM, Inc. 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) 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) Conversion of units to NCM, Inc. common shares in September 2017 — (14,600,000) 14,600,000 Sale of NCM, Inc. common shares in September 2017 — - (14,800,000) Ending balance at September 30, 2017 17,323,782 6,068,848 — (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 2037, using a units-of-revenue method, as described in ASC 470-10-35 (formerly EITF 88-18, Sales of Future Revenues ). (3) Excludes an other-than-temporary impairment loss of $1.2 million related to the Company’s common stock investment in NCM, Inc. See Note 8–Fair Value Measurements for further information regarding an other-than-temporary impairment losses. (4) The Company recorded an other-than-temporary impairment loss for NCM, Inc. of $1.2 million and NCM LLC of $203.3 million for a total other-than-temporary impairment of $204.5 million during the nine months ended September 30, 2017. The other-than-temporary impairment charges reflect recording our units and shares at the publicly quoted per share price on June 30, 2017 of $7.42 based on the Company’s determination that the decline in the price per share during the second quarter was other than temporary. See Note 8–Fair Value Measurements for further information regarding an other-than-temporary impairment loss. Cash NCM Inc. Investment in Received Equity in (In millions) NCM Inc. (Paid) Loss Ending balance at December 31, 2016 $ 2.7 $ — $ — Receipt of cash dividends (0.1) 0.1 — Other-than-temporary impairment loss (1.2) — 1.2 NCM, LLC Units exchanged for NCM Inc. Common Shares 109.1 — — Net proceeds from sale of NCM Inc. Common Shares — 89.4 (89.4) Carrying value of NCM Inc. shares sold (110.5) — Ending balance September 30, 2017 $ — $ 89.5 $ 22.3 |
NCM | |
Investments | |
Schedule of Transactions | As of As of (In millions) September 30, 2017 December 31, 2016 Due from NCM for on-screen advertising revenue $ 1.7 $ 2.6 Due to NCM for Exhibitor Services Agreement 6.7 1.4 Promissory note payable to NCM 4.2 4.2 Three Months Ended Nine Months Ended (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Net NCM screen advertising revenues $ 6.7 $ 10.4 $ 28.0 $ 31.1 NCM beverage advertising expense 1.7 1.5 5.3 4.5 |
DCIP | |
Investments | |
Schedule of Transactions | As of As of (In millions) September 30, 2017 December 31, 2016 Due from DCIP for equipment and warranty purchases $ 2.6 $ 2.1 Deferred rent liability for digital projectors 8.2 8.4 Three Months Ended Nine Months Ended (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Digital equipment rental expense $ 1.4 $ 1.4 $ 4.3 $ 3.8 |
ACJV LLC | |
Investments | |
Schedule of Transactions | As of As of (In millions) September 30, 2017 December 31, 2016 Due to AC JV for Fathom Events programming $ 1.5 $ 0.6 Three Months Ended Nine Months Ended (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Film exhibition costs: Gross exhibition cost on Fathom Events programming $ 2.2 $ 2.1 $ 9.0 $ 5.8 |
Screenvision | |
Investments | |
Schedule of Transactions | As of As of (In millions) September 30, 2017 December 31, 2016 Due from Screenvision for on-screen advertising revenue $ 1.6 $ 1.7 Three Months Ended Nine Months Ended (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Screenvision screen advertising revenues $ 3.5 $ 0.2 $ 9.9 $ 0.7 |
CORPORATE BORROWINGS (Tables)
CORPORATE BORROWINGS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
CORPORATE BORROWINGS | |
Summary of the carrying value of corporate borrowings and capital and financing lease obligations | (In millions) September 30, 2017 December 31, 2016 Revolving Credit Facility Due 2020 (5.75% as of September 30, 2017) $ 60.0 $ — Senior Secured Credit Facility-Term Loan due 2022 (3.48% as of September 30, 2017) 865.2 871.8 Senior Secured Credit Facility-Term Loan due 2023 (3.48% as of September 30, 2017) 497.5 500.0 Bridge Loan Agreement due 2017 (7%) — 350.0 5.0% 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) 669.7 308.4 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% 675.4 Deferred charges (106.6) (82.9) Net premiums 27.6 9.4 4,960.9 4,436.3 Less: current maturities (89.1) (81.2) $ 4,871.8 $ 4,355.1 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 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 April 27, 2017 June 5, 2017 June 19, 2017 0.20 26.5 August 3, 2017 September 11, 2017 September 25, 2017 0.20 26.5 |
Schedule of Nonvested RSU and PSU Activity | The following table represents the nonvested RSU and PSU activity for the nine months ended September 30, 2017: Weighted Average Shares of RSU Grant Date and PSU Fair Value Beginning balance at January 1, 2017 556,510 $ 24.88 Granted 701,788 31.23 Vested (191,429) 24.68 Forfeited (42,205) 31.39 Nonvested at September 30, 2017 1,024,664 $ 28.95 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Fair Value Hierarchy of Financial Assets Carried at Fair Value on a Recurring Basis | Fair Value Measurements at September 30, 2017 Using Total Carrying Significant Value at Quoted prices in Significant other unobservable September 30, active market observable inputs inputs (In millions) 2017 (1) (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 2.6 2.6 — — Mutual fund small/mid U.S. equity 3.7 3.7 — — Mutual fund international 1.3 1.3 — — Mutual fund balanced 0.6 0.6 — — Mutual fund fixed income 1.5 1.5 — — Total assets at fair value $ 9.9 $ 9.9 $ — $ — (1) The investments relate to a non-qualified deferred compensation arrangement on behalf of certain management. The Company has an equivalent liability for this related-party transaction recorded in other long-term liabilities for the deferred compensation obligation. |
Schedule of Fair Value of Financial Instruments Not Recognized at Fair Value for Which It Is Practicable to Estimate Fair Value | Fair Value Measurements at September 30, 2017 Using Significant other Significant Total Carrying Quoted prices in observable unobservable Value at active market inputs inputs (In millions) September 30, 2017 (Level 1) (Level 2) (Level 3) Current maturities of corporate borrowings $ 15.2 $ — $ 14.0 $ 1.4 Corporate borrowings 4,277.4 — 4,343.0 2.8 |
THEATRE AND OTHER CLOSURE AND30
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS | |
Rollforward of Reserves for Theatre and Other Closure and Disposition of Assets | Nine Months Ended (In millions) September 30, 2017 September 30, 2016 Beginning balance $ 34.6 $ 43.0 Theatre and other closure expense 1.1 3.6 Transfer of assets and liabilities 1.2 — Foreign currency translation adjustment 1.0 (0.8) Cash payments (8.3) (8.9) Ending balance $ 29.6 $ 36.9 |
ACCUMULATED OTHER COMPREHENSI31
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 9 Months Ended |
Sep. 30, 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 (1) 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 109.3 — 0.5 — 109.8 Amounts reclassified from accumulated other comprehensive income — (0.5) (0.1) (0.9) (1.5) Other comprehensive income (loss) 109.3 (0.5) 0.4 (0.9) 108.3 Balance, September 30, 2017 $ 107.5 $ (4.1) $ 0.7 $ 1.7 $ 105.8 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 0.8 — 0.6 (0.6) 0.8 Amounts reclassified from accumulated other comprehensive income — — (1.8) 0.3 (1.5) Other comprehensive income (loss) 0.8 — (1.2) (0.3) (0.7) Balance, September 30, 2016 $ 2.9 $ (3.3) $ 0.3 $ 2.2 $ 2.1 |
Schedule of Tax Effects Allocated to Each Component of Other Comprehensive Income | The tax effects allocated to each component of other comprehensive income (loss) during the three months ended September 30, 2017 and 2016 are as follows: Three Months Ended September 30, 2017 September 30, 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 $ 39.0 $ (4.6) $ 34.4 $ 0.3 $ (0.1) $ 0.2 Marketable securities: Unrealized net holding gain (loss) arising during the period 0.4 (0.2) 0.2 0.2 — 0.2 Equity method investees' cash flow hedge: Unrealized net holding loss arising during the period 0.1 — 0.1 0.1 (0.1) — Realized net loss reclassified into equity in earnings of non-consolidated entities (1.6) 0.6 (1.0) 0.2 (0.1) 0.1 Other comprehensive income (loss) $ 37.9 $ (4.2) $ 33.7 $ 0.8 $ (0.3) $ 0.5 The tax effects allocated to each component of other comprehensive income (loss) during the nine months ended September 30, 2017 and 2016 are as follows: Nine Months Ended September 30, 2017 September 30, 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 (1) $ 120.4 $ (11.1) $ 109.3 $ 1.3 $ (0.5) $ 0.8 Pension and other benefit adjustments: Amortization of net (gain) loss reclassified into general and administrative: other (0.5) — (0.5) — — — Marketable securities: Unrealized net holding gain (loss) arising during the period 0.9 (0.4) 0.5 0.9 (0.3) 0.6 Realized net gain reclassified into investment expense (income) (0.1) — (0.1) (2.9) 1.1 (1.8) Equity method investees' cash flow hedge: Unrealized net holding gain (loss) arising during the period — — — (0.9) 0.3 (0.6) Realized net (gain) loss reclassified into equity in earnings of non-consolidated entities (1.5) 0.6 (0.9) 0.5 (0.2) 0.3 Other comprehensive income (loss) $ 119.2 $ (10.9) $ 108.3 $ (1.1) $ 0.4 $ (0.7) (1) Deferred tax impacts of foreign currency translation for the Odeon and Nordic international operations have not been recorded due to the Company’s intent to remain permanently invested. |
OPERATING SEGMENT (Tables)
OPERATING SEGMENT (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
OPERATING SEGMENTS | |
Schedule of financial information by reportable operating segment | Three Months Ended Nine Months Ended Revenues (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 U.S. markets $ 845.7 $ 778.3 $ 2,745.2 $ 2,305.0 International markets 333.0 1.5 917.2 4.8 Total revenues $ 1,178.7 $ 779.8 $ 3,662.4 $ 2,309.8 Three Months Ended Nine Months Ended Adjusted EBITDA (1) (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 U.S. markets (2) $ 107.6 $ 144.5 $ 420.6 $ 420.5 International markets 39.8 (0.1) 113.7 (0.1) Total Adjusted EBITDA $ 147.4 $ 144.4 $ 534.3 $ 420.4 (1) The Company presents Adjusted EBITDA as a supplemental measure of its performance. The Company defines Adjusted EBITDA as net earnings (loss) plus (i) income tax provision (benefit), (ii) interest expense and (iii) depreciation and amortization, as further adjusted to eliminate the impact of certain items that the Company does not consider indicative of its ongoing operating performance and to include attributable EBITDA from equity investments in theatre operations in international markets and any cash distributions of earnings from its other 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. Three Months Ended Nine Months Ended Capital Expenditures (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 U.S. markets $ 126.9 $ 116.3 $ 416.6 $ 256.6 International markets 22.8 — 51.1 — Total capital expenditures $ 149.7 $ 116.3 $ 467.7 $ 256.6 |
Schedule of information about the Company's revenues from continuing operations and assets by geographic area | Three Months Ended Nine Months Ended Revenues (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 United States $ 845.7 $ 778.3 $ 2,745.2 $ 2,305.0 United Kingdom 127.8 1.5 366.9 4.8 Sweden 47.9 — 89.2 — Italy 33.2 — 125.9 — Spain 47.4 — 132.3 — Germany 26.6 — 86.6 — Finland 21.9 — 41.5 — Other foreign countries 28.2 — 74.8 — Total $ 1,178.7 $ 779.8 $ 3,662.4 $ 2,309.8 As of As of Long-term assets, net (In millions) September 30, 2017 December 31, 2016 United States $ 6,283.8 $ 6,156.9 International 3,004.9 1,801.3 Total long-term assets (1) $ 9,288.7 $ 7,958.2 (1) Long-term assets are comprised of property, intangible assets, goodwill, deferred income tax assets and other long-term assets. |
Schedule of reconciliation of net earnings to Adjusted EBITDA | Three Months Ended Nine Months Ended (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Net earnings (loss) $ (42.7) $ 30.4 $ (210.8) $ 82.7 Plus: Income tax provision (benefit) (17.6) 20.1 (136.4) 54.6 Interest expense 71.4 26.7 203.4 80.8 Depreciation and amortization 135.2 63.1 393.9 185.8 Certain operating expenses (1) 3.7 5.8 12.5 13.0 Equity in (earnings) loss of non-consolidated entities (2) 1.8 (12.0) 199.1 (28.1) Cash distributions from non-consolidated entities (3) 6.5 3.4 33.1 21.6 Attributable EBITDA (4) 0.8 — 1.8 — Investment (income) expense (16.6) 0.2 (21.6) (9.6) Other expense (income) (5) (0.6) 0.1 (1.8) — General and administrative expense—unallocated: Merger, acquisition and transaction costs (6) 5.6 4.9 57.2 15.1 Stock-based compensation expense (7) (0.1) 1.7 3.9 4.5 Adjusted EBITDA $ 147.4 $ 144.4 $ 534.3 $ 420.4 (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) Equity in (earnings) loss of non-consolidated entities includes an other-than-temporary impairment of the Company’s investment in NCM of $204.5 million for the nine months ended September 30, 2017. The other-than-temporary impairment charge reflects recording our units and shares at the publicly quoted per share price on June 30, 2017 of $7.42 based on the Company’s determination that the decline in the price per share during the quarter was other than temporary. Equity in (earnings) loss of non-consolidated entities includes loss on the sale of a portion of the Company’s investment in NCM of $21.0 million and $22.2 million during the three and nine months ended September 30, 2017, respectively. (3) Includes U.S. non-theatre distributions from equity method investments and International non-theatre distributions from equity method investments to the extent received. The Company believes including cash distributions is an appropriate reflection of the contribution of these investments to its operations. (4) Attributable EBITDA includes the EBITDA from equity investments in theatre operators in certain international markets. See below for a reconciliation of the Company’s equity earnings of non-consolidated entities to attributable EBITDA. Because these equity investments are in theatre operators in regions where the Company holds a significant market share, the Company believes attributable EBITDA is more indicative of the performance of these equity investments and management uses this measure to monitor and evaluate these equity investments. The Company also provides services to these theatre operators including information technology systems, certain on-screen advertising services and our gift card and package ticket program. As these investments relate only to our Nordic acquisition, the second quarter of 2017 represents the first time the Company has made this adjustment and does not impact prior historical presentations of Adjusted EBITDA. Three Months Ended Nine Months Ended (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Equity in loss of non-consolidated entities $ 1.8 $ — $ 199.1 $ — Less: Equity in loss of non-consolidated entities excluding international theatre JV's 2.1 — 199.6 — Equity in earnings of International theatre JV's 0.3 — 0.5 — Depreciation and amortization 0.5 — 1.3 — Attributable EBITDA $ 0.8 $ — $ 1.8 $ — (5) Other income for the nine months ended September 30, 2017 includes $3.2 million financing related foreign currency transaction gains, partially offset by $1.0 million in fees relating to third party fees related to the Third Amendment to our Senior Secured Credit Agreement and a $0.4 million loss on the redemption of the Bridge Loan Facility. Other income for the three months ended September 30, 2017 includes $0.5 million related to financing related foreign currency transaction gains. (6) Merger, acquisition and transition costs are excluded as they are non-operating in nature. (7) Non-cash or non-recurring expense included in general and administrative: other. |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 9 Months Ended |
Sep. 30, 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 three months ended September 30, 2017 and 2016 consists of the following: U.S. Pension Benefits International Pension Benefits (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Components of net periodic benefit cost: Service cost $ — $ — $ 0.1 $ — Interest cost 1.1 1.1 0.7 — Expected return on plan assets (0.8) (0.9) (0.8) — Net periodic benefit cost (credit) $ 0.3 $ 0.2 $ — $ — Net periodic benefit cost (credit) recognized for the plans in general and administrative: other during the nine months ended September 30, 2017 and 2016 consists of the following: U.S. Pension Benefits International Pension Benefits (In millions) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Components of net periodic benefit cost: Service cost $ — $ — $ 0.2 $ — Interest cost 3.2 3.3 2.0 — Expected return on plan assets (2.4) (2.7) (2.4) — Net periodic benefit cost (credit) $ 0.8 $ 0.6 $ (0.2) $ — |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
EARNINGS (LOSS) PER SHARE | |
Schedule of Computation of Basic and Diluted Earnings per Common Share | Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2017 2016 2017 2016 Numerator: Net earnings (loss) from continuing operations $ (42.7) $ 30.4 $ (210.8) $ 82.7 Denominator (shares in thousands): Weighted average shares for basic earnings per common share 131,077 98,194 127,902 98,196 Common equivalent shares for RSUs and PSUs — 90 — 15 Shares for diluted earnings per common share 131,077 98,284 127,902 98,211 Basic earnings (loss) per common share $ (0.33) $ 0.31 $ (1.65) $ 0.84 Diluted earnings (loss) per common share $ (0.33) $ 0.31 $ (1.65) $ 0.84 |
CONDENSED CONSOLIDATING FINAN35
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
Schedule of Condensed Statements of Operations | Consolidating Statement of Operations Three Months Ended September 30, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 438.2 $ 315.3 $ — $ 753.5 Food and beverage — 222.0 139.4 — 361.4 Other theatre — 36.7 27.1 — 63.8 Total revenues — 696.9 481.8 — 1,178.7 Operating costs and expenses Film exhibition costs — 221.5 143.3 — 364.8 Food and beverage costs — 33.5 27.2 — 60.7 Operating expense — 216.5 166.7 — 383.2 Rent — 123.0 77.7 — 200.7 General and administrative: Merger, acquisition and transaction costs — 3.7 1.9 — 5.6 Other 0.3 16.7 15.8 — 32.8 Depreciation and amortization — 72.9 62.3 — 135.2 Operating costs and expenses 0.3 687.8 494.9 — 1,183.0 Operating income (loss) (0.3) 9.1 (13.1) — (4.3) Other expense (income): Equity in net (earnings) loss of subsidiaries 38.9 20.9 — (59.8) — Other income — (0.4) (0.2) — (0.6) Interest expense: Corporate borrowings 60.3 57.7 0.5 (57.7) 60.8 Capital and financing lease obligations — 1.9 8.7 — 10.6 Equity in (earnings) loss of non-consolidated entities — 3.8 (2.0) — 1.8 Investment income (56.8) (17.0) (0.5) 57.7 (16.6) Total other expense (income) 42.4 66.9 6.5 (59.8) 56.0 Earnings (loss) before income taxes (42.7) (57.8) (19.6) 59.8 (60.3) Income tax provision (benefit) — (18.9) 1.3 — (17.6) Net loss $ (42.7) $ (38.9) $ (20.9) $ 59.8 $ (42.7) Consolidating Statement of Operations Three Months Ended September 30, 2016: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 495.8 $ 1.0 $ — $ 496.8 Food and beverage — 248.5 0.4 — 248.9 Other theatre — 34.0 0.1 — 34.1 Total revenues — 778.3 1.5 — 779.8 Operating costs and expenses Film exhibition costs — 258.6 0.5 — 259.1 Food and beverage costs — 33.8 0.1 — 33.9 Operating expense — 210.8 0.8 — 211.6 Rent — 121.5 0.4 — 121.9 General and administrative: Merger, acquisition and transaction costs — 4.9 — — 4.9 Other — 19.8 — — 19.8 Depreciation and amortization — 63.1 — — 63.1 Operating costs and expenses — 712.5 1.8 — 714.3 Operating income (loss) — 65.8 (0.3) — 65.5 Other expense (income): Equity in net (earnings) loss of subsidiaries (28.3) 0.2 — 28.1 — Other expense (income) — 0.1 — — 0.1 Interest expense: Corporate borrowings 24.6 26.9 — (26.9) 24.6 Capital and financing lease obligations — 2.1 — — 2.1 Equity in earnings of non-consolidated entities — (12.0) — — (12.0) Investment income (26.7) 0.1 (0.1) 26.9 0.2 Total other expense (income) (30.4) 17.4 (0.1) 28.1 15.0 Earnings (loss) before income taxes 30.4 48.4 (0.2) (28.1) 50.5 Income tax provision — 20.1 — — 20.1 Net earnings (loss) $ 30.4 $ 28.3 $ (0.2) $ (28.1) $ 30.4 Consolidating Statement of Operations Nine Months Ended September 30, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 1,402.3 $ 930.1 $ — $ 2,332.4 Food and beverage — 707.4 425.7 — 1,133.1 Other theatre — 118.8 78.1 — 196.9 Total revenues — 2,228.5 1,433.9 — 3,662.4 Operating costs and expenses Film exhibition costs — 738.8 425.4 — 1,164.2 Food and beverage costs — 100.5 82.1 — 182.6 Operating expense — 652.7 476.1 — 1,128.8 Rent — 370.9 220.0 — 590.9 General and administrative: Merger, acquisition and transaction costs — 54.3 2.9 — 57.2 Other 1.8 66.0 45.6 — 113.4 Depreciation and amortization — 219.4 174.5 — 393.9 Operating costs and expenses 1.8 2,202.6 1,426.6 — 3,631.0 Operating income (loss) (1.8) 25.9 7.3 — 31.4 Other expense (income): Equity in net (earnings) loss of subsidiaries 199.8 19.0 — (218.8) — Other expense (income) — (2.1) (0.2) — (2.3) Interest expense: Corporate borrowings 170.1 167.1 1.5 (167.0) 171.7 Capital and financing lease obligations — 5.8 25.9 — 31.7 Equity in (earnings) loss of non-consolidated entities — 201.2 (2.1) — 199.1 Investment income (160.9) (27.3) (0.4) 167.0 (21.6) Total other expense (income) 209.0 363.7 24.7 (218.8) 378.6 Loss before income taxes (210.8) (337.8) (17.4) 218.8 (347.2) Income tax provision (benefit) — (138.0) 1.6 — (136.4) Net loss $ (210.8) $ (199.8) $ (19.0) $ 218.8 $ (210.8) Consolidating Statement of Operations Nine Months Ended September 30, 2016: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 1,457.5 $ 3.1 $ — $ 1,460.6 Food and beverage — 735.3 1.3 — 736.6 Other theatre — 112.2 0.4 — 112.6 Total revenues — 2,305.0 4.8 — 2,309.8 Operating costs and expenses Film exhibition costs — 782.9 1.5 — 784.4 Food and beverage costs — 101.7 0.3 — 102.0 Operating expense — 611.4 2.5 — 613.9 Rent — 367.9 1.4 — 369.3 General and administrative: Merger, acquisition and transaction costs — 15.1 — — 15.1 Other — 58.9 — — 58.9 Depreciation and amortization — 185.8 — — 185.8 Operating costs and expenses — 2,123.7 5.7 — 2,129.4 Operating income (loss) — 181.3 (0.9) — 180.4 Other expense (income): Equity in net (earnings) loss of subsidiaries (76.5) 0.4 — 76.1 — Interest expense: Corporate borrowings 74.3 86.1 — (86.0) 74.4 Capital and financing lease obligations — 6.4 — — 6.4 Equity in earnings of non-consolidated entities — (28.1) — — (28.1) Investment income (80.5) (14.6) (0.5) 86.0 (9.6) Total other expense (income) (82.7) 50.2 (0.5) 76.1 43.1 Earnings (loss) before income taxes 82.7 131.1 (0.4) (76.1) 137.3 Income tax provision — 54.6 — — 54.6 Net earnings (loss) $ 82.7 $ 76.5 $ (0.4) $ (76.1) $ 82.7 |
Schedule of Condensed Statements of Comprehensive Income | Consolidating Statement of Comprehensive Loss Three Months Ended September 30, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net loss $ (42.7) $ (38.9) $ (20.9) $ 59.8 $ (42.7) Other comprehensive income (loss) Equity in other comprehensive income (loss) of subsidiaries 33.7 34.6 — (68.3) — Unrealized foreign currency translation adjustment, net of tax — (0.2) 34.6 — 34.4 Marketable securities: Unrealized holding gain arising during the period, net of tax — 0.2 — — 0.2 Equity method investees’ cash flow hedge: Unrealized net holding gain arising during the period, net of tax — 0.1 — — 0.1 Realized net holding gain reclassified to equity in earnings of non-consolidated entities, net of tax — (1.0) — — (1.0) Other comprehensive income 33.7 33.7 34.6 (68.3) 33.7 Total comprehensive income (loss) $ (9.0) $ (5.2) $ 13.7 $ (8.5) $ (9.0) Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2016: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings (loss) $ 30.4 $ 28.3 $ (0.2) $ (28.1) $ 30.4 Other comprehensive income (loss) Equity in other comprehensive income of subsidiaries 0.5 0.1 — (0.6) — Unrealized foreign currency translation adjustment, net of tax — 0.1 0.1 — 0.2 Marketable securities: Unrealized holding gain arising during the period, net of tax — 0.2 — — 0.2 Equity method investees’ cash flow hedge: Realized net holding loss reclassified to equity in earnings of non-consolidated entities, net of tax — 0.1 — — 0.1 Other comprehensive income 0.5 0.5 0.1 (0.6) 0.5 Total comprehensive income (loss) $ 30.9 $ 28.8 $ (0.1) $ (28.7) $ 30.9 Consolidating Statement of Comprehensive Loss Nine Months Ended September 30, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings (loss) $ (210.8) $ (199.8) $ (19.0) $ 218.8 $ (210.8) Other comprehensive income (loss) Equity in other comprehensive income (loss) of subsidiaries 108.3 109.0 — (217.3) — Unrealized foreign currency translation adjustment, net of tax — (0.2) 109.5 — 109.3 Pension and other benefit adjustments: Amortization of net loss (gain) reclassified into general and administrative: other, net of tax — — (0.5) — (0.5) Marketable securities: Unrealized holding gain arising during the period, net of tax — 0.5 — — 0.5 Realized net gain reclassified into investment income, net of tax — (0.1) — — (0.1) Equity method investees’ cash flow hedge: Realized net holding loss (gain) reclassified to equity in earnings of non-consolidated entities, net of tax — (0.9) — — (0.9) Other comprehensive income 108.3 108.3 109.0 (217.3) 108.3 Total comprehensive income (loss) $ (102.5) $ (91.5) $ 90.0 $ 1.5 $ (102.5) Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2016: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings (loss) $ 82.7 $ 76.5 $ (0.4) $ (76.1) $ 82.7 Other comprehensive income (loss) Equity in other comprehensive income (loss) of subsidiaries (0.7) 1.0 — (0.3) — Unrealized foreign currency translation adjustment, net of tax — (0.2) 1.0 — 0.8 Marketable securities: Unrealized holding loss arising during the period, net of tax — 0.6 — — 0.6 Realized net gain reclassified into net investment income, net of tax — (1.8) — — (1.8) Equity method investees’ cash flow hedge: Unrealized net holding gain arising during the period, net of tax — (0.6) — — (0.6) Realized net holding loss reclassified to equity in earnings of non-consolidated entities, net of tax — 0.3 — — 0.3 Other comprehensive income (loss) (0.7) (0.7) 1.0 (0.3) (0.7) Total comprehensive income $ 82.0 $ 75.8 $ 0.6 $ (76.4) $ 82.0 |
Schedule of Condensed Balance Sheets | Consolidating Balance Sheet As of September 30, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and cash equivalents $ 0.1 $ 126.8 $ 133.1 $ — $ 260.0 Restricted cash — — 6.8 — 6.8 Receivables, net — 74.5 54.4 — 128.9 Other current assets 0.2 105.2 120.9 — 226.3 Total current assets 0.3 306.5 315.2 — 622.0 Investment in equity of subsidiaries 2,726.4 1,436.8 — (4,163.2) — Property, net — 1,664.4 1,580.1 — 3,244.5 Intangible assets, net — 221.2 166.6 — 387.8 Intercompany advances 4,044.1 (1,994.6) (2,049.5) — — Goodwill (2.1) 2,422.1 2,469.5 — 4,889.5 Deferred tax asset, net — 215.4 6.8 — 222.2 Other long-term assets 6.3 409.5 128.9 — 544.7 Total assets $ 6,775.0 $ 4,681.3 $ 2,617.6 $ (4,163.2) $ 9,910.7 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ 318.9 $ 150.2 $ — $ 469.1 Accrued expenses and other liabilities 61.4 154.6 121.4 — 337.4 Deferred revenues and income — 199.5 85.1 — 284.6 Current maturities of corporate borrowings and capital and financing lease obligations 13.8 11.6 63.7 — 89.1 Total current liabilities 75.2 684.6 420.4 — 1,180.2 Corporate borrowings 4,274.6 2.8 — — 4,277.4 Capital and financing lease obligations — 76.1 518.3 — 594.4 Exhibitor services agreement — 538.4 — — 538.4 Deferred tax liability, net — — 47.4 — 47.4 Other long-term liabilities — 653.0 194.7 — 847.7 Total liabilities 4,349.8 1,954.9 1,180.8 — 7,485.5 Temporary equity 0.8 — — — 0.8 Stockholders’ equity 2,424.4 2,726.4 1,436.8 (4,163.2) 2,424.4 Total liabilities and stockholders’ equity $ 6,775.0 $ 4,681.3 $ 2,617.6 $ (4,163.2) $ 9,910.7 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 cash 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, net — 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, net — — 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 Nine Months Ended September 30, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by operating activities $ 42.0 $ 64.1 $ 123.0 $ — $ 229.1 Cash flows from investing activities: Capital expenditures — (320.5) (147.2) — (467.7) Acquisition of Nordic, net of cash acquired — (654.9) 71.4 — (583.5) Proceeds from sale leaseback transaction — 128.4 — — 128.4 Proceeds from disposition of NCM shares — 89.4 — — 89.4 Proceeds from disposition of Open Road — 9.2 — — 9.2 Proceeds from disposition of long-term assets — 9.1 13.4 — 22.5 Investments in non-consolidated entities, net — (11.6) 1.6 — (10.0) Other, net — (3.4) (0.2) — (3.6) Net cash used in investing activities — (754.3) (61.0) — (815.3) 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 616.8 — — — 616.8 Net borrowings under Revolving Credit Facility 60.0 — — — 60.0 Principal payment of Bridge Loan due 2017 (350.0) — — — (350.0) Principal payments under Term Loan (9.1) — — — (9.1) Principal payments under capital and financing lease obligations — (6.9) (47.2) — (54.1) Cash used to pay deferred financing costs (29.8) — — — (29.8) Cash used to pay dividends (78.7) — — — (78.7) Taxes paid for restricted unit withholdings (6.5) — — — (6.5) Purchase of treasury stock (16.5) — — — (16.5) Change in intercompany advances (771.4) 773.7 (2.3) — — Net cash provided by (used in) financing activities (96.3) 766.8 (49.5) — 621.0 Effect of exchange rate changes on cash and equivalents 51.4 (44.5) 11.2 — 18.1 Net increase (decrease) in cash and equivalents (2.9) 32.1 23.7 — 52.9 Cash and equivalents at beginning of period 3.0 94.7 109.4 — 207.1 Cash and equivalents at end of period $ 0.1 $ 126.8 $ 133.1 $ — $ 260.0 Consolidating Statement of Cash Flows Nine Months Ended September 30, 2016: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by operating activities $ 19.6 $ 193.7 $ (2.0) $ — $ 211.3 Cash flows from investing activities: Capital expenditures — (256.6) — — (256.6) Acquisition of Starplex Cinemas, net of cash acquired — 0.7 — — 0.7 Proceeds from disposition of long-term assets — 19.4 — — 19.4 Investments in non-consolidated entities, net — (10.5) — — (10.5) Other, net — (1.3) — — (1.3) Net cash used in investing activities — (248.3) — — (248.3) Cash flows from financing activities: Net borrowings under Revolving Credit Facility (55.0) — — — (55.0) Principal payments under Term Loan (6.6) — — — (6.6) Principal payments under capital and financing lease obligations — (6.3) — — (6.3) Cash used to pay deferred financing costs (0.8) — — — (0.8) Change in intercompany advances 101.9 (62.2) (39.7) — — Cash used to pay dividends (59.1) — — — (59.1) Net cash used in financing activities (19.6) (68.5) (39.7) — (127.8) Effect of exchange rate changes on cash and equivalents — — (0.1) — (0.1) Net decrease in cash and equivalents — (123.1) (41.8) — (164.9) Cash and equivalents at beginning of period 1.9 167.0 42.3 — 211.2 Cash and equivalents at end of period $ 1.9 $ 43.9 $ 0.5 $ — $ 46.3 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) $ in Millions | Sep. 14, 2017USD ($)item | Feb. 13, 2017shares | Sep. 30, 2017USD ($)segment | Dec. 31, 2016USD ($) |
BASIS OF PRESENTATION | ||||
Noncontrolling interests in consolidated subsidiaries (as a percent) | 0.00% | |||
Number of reportable segments | segment | 2 | |||
Accumulated depreciation | $ 1,106.8 | $ 792.3 | ||
Accumulated amortization | $ 147.1 | $ 35.4 | ||
Sale and Leaseback Transaction | ||||
Number of Theatres Sold | item | 7 | |||
Net proceeds | $ 128.4 | |||
Deferred gain on sale | $ 78.2 | |||
Maximum | ||||
BASIS OF PRESENTATION | ||||
Ownership percentage | 50.00% | |||
Wanda | ||||
BASIS OF PRESENTATION | ||||
Ownership percentage | 58.42% | |||
Combined voting power held in Holdings (as a percent) | 80.82% | |||
AC JV, LLC | ||||
BASIS OF PRESENTATION | ||||
Ownership percentage | 32.00% | |||
Class A common stock | ||||
BASIS OF PRESENTATION | ||||
Number of shares issued | shares | 20,330,874 | |||
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 | Sep. 14, 2017item | 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 | Sep. 30, 2017USD ($)$ / shares | Mar. 31, 2017item | Sep. 30, 2016USD ($)$ / shares | Sep. 30, 2017USD ($)item$ / shares | Sep. 30, 2016USD ($)$ / shares | Mar. 27, 2017SEK / $ | Mar. 27, 2017€ / $ | Dec. 31, 2016USD ($) |
ACQUISITION | |||||||||||||||||
Number of theatres sold | item | 7 | ||||||||||||||||
Allocation of purchase price | |||||||||||||||||
Current portion | $ 89.1 | $ 89.1 | $ 81.2 | ||||||||||||||
Assets held for sale | |||||||||||||||||
Value of assets held for sale | $ 70.4 | ||||||||||||||||
Revenues | 1,178.7 | $ 779.8 | 3,662.4 | $ 2,309.8 | |||||||||||||
Net earnings (loss) | (42.7) | 30.4 | (210.8) | 82.7 | |||||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||||||
Revenues | 1,178.7 | 1,307.3 | 3,739.2 | 3,908.7 | |||||||||||||
Operationg income (loss) | (4.3) | 61.2 | 38.4 | 185.7 | |||||||||||||
Net earnings (loss) | $ (42.7) | $ (25.1) | $ (209) | $ (91) | |||||||||||||
Income per share, basic | $ / shares | $ (0.33) | $ (0.19) | $ (1.63) | $ (0.69) | |||||||||||||
Income per share, diluted | $ / shares | $ (0.33) | $ (0.19) | $ (1.63) | $ (0.69) | |||||||||||||
Merger Acquisition And Transaction Costs Caption [Member] | NCM | |||||||||||||||||
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 | |||||||||||||||||
Number of local markets | item | 15 | ||||||||||||||||
Proceeds from Sale of Productive Assets | $ 25.1 | ||||||||||||||||
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 | |||||||||||||||||
Assets held for sale | |||||||||||||||||
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 | $ 583.5 | ||||||||||||||
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 | ||||||||||||||||
Allocation of purchase price | |||||||||||||||||
Cash | 71.4 | 71.4 | |||||||||||||||
Restricted cash | 5.9 | 5.9 | |||||||||||||||
Receivables | 13.4 | 13.4 | |||||||||||||||
Other current assets | 22.9 | 22.9 | |||||||||||||||
Property | 144.6 | 144.6 | |||||||||||||||
Intangible assets | 23.8 | 23.8 | |||||||||||||||
Goodwill | 793.6 | 793.6 | |||||||||||||||
Deferred tax assets | 0.4 | 0.4 | |||||||||||||||
Other long-term assets | 68.5 | 68.5 | |||||||||||||||
Accounts payable | (30.2) | (30.2) | |||||||||||||||
Accrued expenses and other liabilities | (32.5) | (32.5) | |||||||||||||||
Deferred revenues and income | (43.5) | (43.5) | |||||||||||||||
Deferred tax liability | (22.1) | (22.1) | |||||||||||||||
Other long-term liabilities | (32.3) | (32.3) | |||||||||||||||
Total estimated purchase price | 654.9 | ||||||||||||||||
Unfavorable lease acquired | 18.5 | ||||||||||||||||
Current portion | 3.5 | ||||||||||||||||
Acquisition-related costs | 0.6 | 8.9 | |||||||||||||||
Assets held for sale | |||||||||||||||||
Revenues | 80.2 | 152.6 | |||||||||||||||
Nordic | Minority Investment | |||||||||||||||||
ACQUISITION | |||||||||||||||||
Number of theatres | item | 51 | ||||||||||||||||
Number of screens | item | 216 | ||||||||||||||||
Nordic | Preliminary Allocation | |||||||||||||||||
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 estimated purchase price | 654.9 | ||||||||||||||||
Nordic | Changes To Preliminary Allocation | |||||||||||||||||
Allocation of purchase price | |||||||||||||||||
Cash | 0.9 | 0.9 | |||||||||||||||
Restricted cash | 5.9 | 5.9 | |||||||||||||||
Receivables | (11.6) | (11.6) | |||||||||||||||
Other current assets | 8.9 | 8.9 | |||||||||||||||
Property | 54.8 | 54.8 | |||||||||||||||
Intangible assets | 23.8 | 23.8 | |||||||||||||||
Goodwill | (78.5) | (78.5) | |||||||||||||||
Deferred tax assets | (5.1) | (5.1) | |||||||||||||||
Other long-term assets | 27.5 | 27.5 | |||||||||||||||
Accounts payable | 0.1 | 0.1 | |||||||||||||||
Accrued expenses and other liabilities | (6) | (6) | |||||||||||||||
Deferred tax liability | (16.9) | (16.9) | |||||||||||||||
Other long-term liabilities | (17.9) | (17.9) | |||||||||||||||
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) | (144.4) | |||||||||||||||
Nordic | Term Loan Facility (SEK) | Preliminary Allocation | |||||||||||||||||
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) | (169.5) | |||||||||||||||
Nordic | Term Loan facility (EUR) | Preliminary Allocation | |||||||||||||||||
Allocation of purchase price | |||||||||||||||||
Indebtedness assumed | (169.5) | ||||||||||||||||
Nordic | Capital and financing lease obligations | |||||||||||||||||
Allocation of purchase price | |||||||||||||||||
Indebtedness assumed | (15.1) | (15.1) | |||||||||||||||
Nordic | Capital and financing lease obligations | Preliminary Allocation | |||||||||||||||||
Allocation of purchase price | |||||||||||||||||
Indebtedness assumed | $ (29.2) | ||||||||||||||||
Nordic | Capital and financing lease obligations | Changes To Preliminary Allocation | |||||||||||||||||
Allocation of purchase price | |||||||||||||||||
Indebtedness assumed | 14.1 | $ 14.1 | |||||||||||||||
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 sold | item | 1 | ||||||||||||||||
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 | 735.8 | 735.8 | |||||||||||||||
Intangible assets | 112.1 | 112.1 | |||||||||||||||
Goodwill | 919.9 | 919.9 | |||||||||||||||
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 | (19.6) | (19.6) | |||||||||||||||
Deferred tax liability | (21.3) | (21.3) | |||||||||||||||
Other long-term liabilities | (103) | (103) | |||||||||||||||
Total estimated purchase price | 637.1 | ||||||||||||||||
Unfavorable lease acquired | 48.3 | ||||||||||||||||
Current portion | 26.4 | 26.4 | |||||||||||||||
Acquisition-related costs | 1.5 | 6.4 | |||||||||||||||
Assets held for sale | |||||||||||||||||
Revenues | 251.4 | 760.2 | |||||||||||||||
Net earnings (loss) | (9.4) | (14.9) | |||||||||||||||
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 estimated purchase price | 637.1 | ||||||||||||||||
Odeon | Changes To Preliminary Allocation | |||||||||||||||||
Allocation of purchase price | |||||||||||||||||
Property | (20.1) | (20.1) | |||||||||||||||
Goodwill | 21.3 | 21.3 | |||||||||||||||
Deferred revenues and income | 0.8 | 0.8 | |||||||||||||||
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 | |||||||||||||||||
Allocation of purchase price | |||||||||||||||||
Capital and financing lease obligations | (367.3) | (367.3) | |||||||||||||||
Odeon | Capital and financing lease obligations | Preliminary Allocation | |||||||||||||||||
Allocation of purchase price | |||||||||||||||||
Capital and financing lease obligations | $ (365.3) | ||||||||||||||||
Odeon | Capital and financing lease obligations | Changes To Preliminary Allocation | |||||||||||||||||
Allocation of purchase price | |||||||||||||||||
Capital and financing lease obligations | (2) | $ (2) | |||||||||||||||
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 | ||||||||||||||||
Purchase price, cash | $ 584.3 | ||||||||||||||||
Number of theatres sold | item | 13 | ||||||||||||||||
Number of theatres | item | 271 | ||||||||||||||||
Number of screens | item | 2,923 | ||||||||||||||||
Number of states | item | 41 | ||||||||||||||||
Allocation of purchase price | |||||||||||||||||
Cash | 86.5 | $ 86.5 | |||||||||||||||
Receivables | 12.3 | 12.3 | |||||||||||||||
Other current assets | 14.2 | 14.2 | |||||||||||||||
Property | 716.8 | 716.8 | |||||||||||||||
Intangible assets | 25.9 | 25.9 | |||||||||||||||
Goodwill | 627.3 | 627.3 | |||||||||||||||
Other long-term assets | 19.4 | 19.4 | |||||||||||||||
Accounts payable | (37) | (37) | |||||||||||||||
Accrued expenses and other liabilities | (52.8) | (52.8) | |||||||||||||||
Deferred revenues and income | (19.9) | (19.9) | |||||||||||||||
Deferred tax liability | (18) | (18) | |||||||||||||||
Total estimated purchase price | 858.2 | ||||||||||||||||
Unfavorable lease acquired | 50.4 | ||||||||||||||||
Current portion | 30.4 | 30.4 | |||||||||||||||
Acquisition-related costs | 1.5 | 14.7 | |||||||||||||||
Assets held for sale | |||||||||||||||||
Revenues | 148.8 | 516.8 | |||||||||||||||
Net earnings (loss) | (16.1) | (7.9) | |||||||||||||||
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) | ||||||||||||||||
Deferred tax liability | (19.5) | ||||||||||||||||
Total estimated purchase price | 858.2 | ||||||||||||||||
Carmike | Changes To Preliminary Allocation | |||||||||||||||||
Allocation of purchase price | |||||||||||||||||
Property | (2.8) | (2.8) | |||||||||||||||
Goodwill | 2.5 | 2.5 | |||||||||||||||
Accrued expenses and other liabilities | 0.2 | 0.2 | |||||||||||||||
Deferred tax liability | 1.5 | 1.5 | |||||||||||||||
Carmike | Theatres Divested as Required by US DOJ | NCM | |||||||||||||||||
Assets held for sale | |||||||||||||||||
Total common units received | shares | 18,425,423 | ||||||||||||||||
Carmike | 6.0% Senior Secured Notes due 2023 | |||||||||||||||||
Allocation of purchase price | |||||||||||||||||
Indebtedness assumed | (230) | (242.1) | (242.1) | ||||||||||||||
Carmike | 6.0% Senior Secured Notes due 2023 | Preliminary Allocation | |||||||||||||||||
Allocation of purchase price | |||||||||||||||||
Indebtedness assumed | (242.1) | ||||||||||||||||
Carmike | Capital and financing lease obligations | |||||||||||||||||
Allocation of purchase price | |||||||||||||||||
Indebtedness assumed | (224) | (224) | |||||||||||||||
Other long-term liabilities | (50.4) | (50.4) | |||||||||||||||
Carmike | Capital and financing lease obligations | Preliminary Allocation | |||||||||||||||||
Allocation of purchase price | |||||||||||||||||
Indebtedness assumed | (222) | ||||||||||||||||
Other long-term liabilities | $ (51) | ||||||||||||||||
Carmike | Capital and financing lease obligations | Changes To Preliminary Allocation | |||||||||||||||||
Allocation of purchase price | |||||||||||||||||
Indebtedness assumed | (2) | (2) | |||||||||||||||
Other long-term liabilities | $ 0.6 | $ 0.6 | |||||||||||||||
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 |
ACQUISTION - Intangible assets
ACQUISTION - Intangible assets (Details) - USD ($) $ in Millions | Mar. 28, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Amortizable Intangible Assets: | |||
Accumulated Amortization | $ (147.1) | $ (35.4) | |
Nordic | |||
Amortizable Intangible Assets: | |||
Weighted Average Amortization Period | 4 years 9 months 18 days | ||
Gross Carrying Amount | $ 13.8 | ||
Unamortized Intangible Assets: | |||
Trade names | $ 10 | ||
Favorable leases | Nordic | |||
Amortizable Intangible Assets: | |||
Weighted Average Amortization Period | 1 year 3 months 18 days | ||
Gross Carrying Amount | $ 3.2 | ||
Favorable sublease | Nordic | |||
Amortizable Intangible Assets: | |||
Weighted Average Amortization Period | 4 years 6 months | ||
Gross Carrying Amount | $ 1.3 | ||
Screen advertising agreement | Nordic | |||
Amortizable Intangible Assets: | |||
Weighted Average Amortization Period | 5 years | ||
Gross Carrying Amount | $ 8.3 | ||
Loews' trade name | Nordic | |||
Amortizable Intangible Assets: | |||
Weighted Average Amortization Period | 4 years | ||
Gross Carrying Amount | $ 1 |
GOODWILL (Details)
GOODWILL (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($)item | |
Goodwill [Roll Forward] | |
Balance at the beginning of the period | $ 3,933 |
Effect of foreign currency exchange | 139.1 |
Balance at the end of the period | $ 4,889.5 |
Number of reporting units | item | 3 |
U.S. | |
Goodwill [Roll Forward] | |
Balance at the beginning of the period | $ 3,044.8 |
Balance at the end of the period | 3,047.3 |
International markets | |
Goodwill [Roll Forward] | |
Balance at the beginning of the period | 888.2 |
Effect of foreign currency exchange | 139.1 |
Balance at the end of the period | 1,842.2 |
Nordic | |
Goodwill [Roll Forward] | |
Acquisition | 872.1 |
Adjustments | (78.5) |
Balance at the end of the period | 855 |
Nordic | International markets | |
Goodwill [Roll Forward] | |
Acquisition | 872.1 |
Adjustments | (78.5) |
Odeon | |
Goodwill [Roll Forward] | |
Adjustments | 21.3 |
Balance at the end of the period | 987.2 |
Odeon | International markets | |
Goodwill [Roll Forward] | |
Adjustments | 21.3 |
Carmike | |
Goodwill [Roll Forward] | |
Adjustments | 2.5 |
Carmike | U.S. | |
Goodwill [Roll Forward] | |
Adjustments | 2.5 |
AMCE | |
Goodwill [Roll Forward] | |
Balance at the beginning of the period | (2.1) |
Balance at the end of the period | $ (2.1) |
INVESTMENTS (Details)
INVESTMENTS (Details) $ / shares in Units, $ in Millions | Sep. 29, 2017USD ($)$ / sharesshares | Sep. 20, 2017USD ($)$ / sharesshares | Sep. 07, 2017shares | Mar. 07, 2017item | Jan. 31, 2018USD ($) | Mar. 31, 2017USD ($)shares | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($)item$ / sharesshares | Sep. 30, 2016USD ($) | Aug. 04, 2017 | Jun. 30, 2017$ / shares | Mar. 16, 2017$ / shares |
Investments | ||||||||||||
Consideration received for spin-off | $ 235.2 | |||||||||||
Equity Method Investments Ownership Transactions [Abstract] | ||||||||||||
Loss on sale of investment | $ (22.6) | |||||||||||
Price per share (in dollars per share) | $ / shares | $ 7.42 | $ 7.42 | ||||||||||
Loss NCM charged to merger, acquisition and transaction costs | $ 22.6 | |||||||||||
NCM | ||||||||||||
Investments | ||||||||||||
Ownership percentage | 15.20% | 15.20% | ||||||||||
Equity Method Investments Ownership Transactions [Abstract] | ||||||||||||
Number of shares converted | shares | 14,600,000 | |||||||||||
Number of shares sold | shares | 2,800,000 | 12,000,000 | ||||||||||
Value of stock sold | $ 18.2 | $ 73.1 | ||||||||||
Sale price per share | $ / shares | $ 6.49 | $ 6.09 | ||||||||||
Loss on sale of investment | $ 3.1 | $ 17.9 | $ 21 | $ 22.2 | ||||||||
Price per share (in dollars per share) | $ / shares | $ 7.42 | |||||||||||
Loss NCM charged to merger, acquisition and transaction costs | $ (3.1) | $ (17.9) | $ (21) | (22.2) | ||||||||
NCM | 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% | |||||||||||
DCM | ||||||||||||
Investments | ||||||||||||
Ownership percentage | 50.00% | 50.00% | ||||||||||
SV Holdco | ||||||||||||
Investments | ||||||||||||
Ownership percentage | 16.80% | 16.80% | ||||||||||
AC JV, LLC | ||||||||||||
Investments | ||||||||||||
Ownership percentage | 32.00% | 32.00% | ||||||||||
DCIP | ||||||||||||
Investments | ||||||||||||
Ownership percentage | 29.00% | 29.00% | ||||||||||
RealD 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 | |||||||||||
Dreamscape and Central Services Studios | Forecast | ||||||||||||
Equity Method Investments Ownership Transactions [Abstract] | ||||||||||||
Purchase of preferred shares | $ 5 | |||||||||||
Dreamscape | ||||||||||||
Equity Method Investments Ownership Transactions [Abstract] | ||||||||||||
Purchase of preferred shares | $ 5 | |||||||||||
Central Services Studios | ||||||||||||
Equity Method Investments Ownership Transactions [Abstract] | ||||||||||||
Purchase of preferred shares | $ 5 | |||||||||||
U.S. theatres and IMAX screen | ||||||||||||
Investments | ||||||||||||
Ownership percentage | 50.00% | 50.00% | ||||||||||
Number of theatres | item | 5 | |||||||||||
Number of screens | item | 1 | |||||||||||
U.S. theatres and IMAX screen | 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 | ||||||||||||
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) | |||||||||||
Number of shares sold | shares | 14,800,000 | |||||||||||
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 ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | |
Operating Results: | ||||||
Revenues | $ 156.3 | $ 161.8 | $ 417.9 | $ 438.7 | ||
Operating costs and expenses | 99.3 | 110.9 | 303.6 | 321.4 | ||
Net earnings (loss) | 57 | 50.9 | 114.3 | 117.3 | ||
Recorded equity in earnings | $ (1.8) | 12 | $ (199.1) | 28.1 | ||
Price per share (in dollars per share) | $ 7.42 | $ 7.42 | ||||
NCM | ||||||
Financial Condition: | ||||||
The company's recorded investment | $ 175.1 | $ 175.1 | $ 323.9 | |||
Operating Results: | ||||||
Recorded equity in earnings | (11.1) | 3.4 | (216.8) | 6.2 | ||
Impairment of investment | 204.5 | |||||
Price per share (in dollars per share) | $ 7.42 | |||||
Open Road Releasing, LLC, operator of ORF | ||||||
Operating Results: | ||||||
Recorded equity in earnings | 0.9 | (8) | ||||
DCIP | ||||||
Operating Results: | ||||||
Recorded equity in earnings | 6 | 7.9 | 21.2 | 20.6 | ||
Other | ||||||
Operating Results: | ||||||
Recorded equity in earnings | $ 2.4 | $ 0.7 | $ 4.5 | $ 1.3 |
INVESTMENTS - Related Party Tra
INVESTMENTS - Related Party Transactions (Details) - USD ($) $ in Millions | Aug. 04, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Related Party Transactions | ||||||
Gross film exhibition cost | $ 364.8 | $ 259.1 | $ 1,164.2 | $ 784.4 | ||
Gain on sale | 22.6 | |||||
NCM | ||||||
Related Party Transactions | ||||||
Amounts due from affiliate | 1.7 | 1.7 | $ 2.6 | |||
Amounts due to affiliate | 6.7 | 6.7 | 1.4 | |||
Note payable to affiliate | 4.2 | 4.2 | 4.2 | |||
Advertising revenue | 6.7 | 10.4 | 28 | 31.1 | ||
Advertising expense | 1.7 | 1.5 | 5.3 | 4.5 | ||
DCM | ||||||
Related Party Transactions | ||||||
Amounts due from affiliate | 0.8 | 0.8 | ||||
Advertising revenue | $ 5.7 | $ 17.8 | ||||
Interest in non-consolidated affiliates (as a percent) | 50.00% | 50.00% | ||||
Ownership percentage | 50.00% | 50.00% | ||||
DCIP | ||||||
Related Party Transactions | ||||||
Amounts due from affiliate | $ 2.6 | $ 2.6 | 2.1 | |||
Deferred rent liability for digital projectors | 8.2 | 8.2 | 8.4 | |||
Digital equipment rental expense | $ 1.4 | 1.4 | 4.3 | 3.8 | ||
Equipment rental term | 12 years | |||||
Open Road Releasing, LLC, operator of ORF | ||||||
Related Party Transactions | ||||||
Amounts due from affiliate | $ 4.8 | |||||
Additional loss | $ 0.9 | (8) | ||||
Total proceeds | 28.8 | |||||
Proceeds from disposition | 14 | |||||
Gain on sale | $ 17.2 | |||||
AC JV, LLC | ||||||
Related Party Transactions | ||||||
Amounts due to affiliate | 1.5 | 1.5 | 0.6 | |||
Gross film exhibition cost | 2.2 | 2.1 | 9 | 5.8 | ||
Screenvision | ||||||
Related Party Transactions | ||||||
Amounts due from affiliate | 1.6 | 1.6 | $ 1.7 | |||
Advertising revenue | $ 3.5 | $ 0.2 | $ 9.9 | $ 0.7 |
INVESTMENTS - Rollforwards (Det
INVESTMENTS - Rollforwards (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 33 Months Ended | ||||||||||
Sep. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 29, 2017 | Jun. 30, 2017 | 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 | $ (33.7) | $ (0.5) | (108.3) | $ 0.7 | ||||||||||
Balance at the end of the period | $ 2,424.4 | 2,424.4 | 2,424.4 | $ 2,424.4 | ||||||||||
Equity in (earnings) loss of non-consolidated entities | $ 1.8 | (12) | $ 199.1 | (28.1) | ||||||||||
Common Membership Units rollforward | ||||||||||||||
Price per share (in dollars per share) | $ 7.42 | $ 7.42 | $ 7.42 | $ 7.42 | ||||||||||
Impairment charge | $ 204.5 | |||||||||||||
Exhibitor Services Agreement | ||||||||||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | ||||||||||||||
Balance at the beginning of the period | (359.2) | |||||||||||||
Receipt of common units | (235.2) | |||||||||||||
Surrender of common units for transferred theatres | 35.7 | |||||||||||||
Amortization of ESA | 20.4 | |||||||||||||
Balance at the end of the period | $ (538.3) | $ (538.3) | (538.3) | $ (538.3) | ||||||||||
Other Comprehensive (Income) | ||||||||||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | ||||||||||||||
Balance at the beginning of the period | (4) | |||||||||||||
Equity in earnings | 1.5 | |||||||||||||
Balance at the end of the period | (2.5) | (2.5) | (2.5) | (2.5) | ||||||||||
Cash Received (Paid) | ||||||||||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | ||||||||||||||
Receipt of excess cash distributions | 20.5 | |||||||||||||
Balance at the end of the period | 20.5 | 20.5 | 20.5 | 20.5 | ||||||||||
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 | |||||||||||||
Other-than-temporary impairment loss - held for sale | 203.3 | |||||||||||||
Equity in earnings | (9.9) | |||||||||||||
Balance at the end of the period | 194.6 | 194.6 | 194.6 | 194.6 | ||||||||||
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 make whole agreement | 22.6 | |||||||||||||
Balance at the end of the period | 22.6 | 22.6 | 22.6 | 22.6 | ||||||||||
Advertising (Revenue) | ||||||||||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | ||||||||||||||
Amortization of ESA | (20.4) | |||||||||||||
Balance at the end of the period | (20.4) | (20.4) | (20.4) | (20.4) | ||||||||||
NCM, Inc. | ||||||||||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | ||||||||||||||
Balance at the beginning of the period | 2.7 | |||||||||||||
Receipt of excess cash distributions | (0.1) | |||||||||||||
Other-than-temporary impairment loss - held for sale | 1.2 | (1.2) | ||||||||||||
Exchange of common units | 109.1 | |||||||||||||
Carrying value of shares sold | (110.5) | |||||||||||||
Common Membership Units rollforward | ||||||||||||||
Impairment charge | 1.2 | |||||||||||||
NCM, Inc. | Cash Received (Paid) | ||||||||||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | ||||||||||||||
Receipt of excess cash distributions | 0.1 | |||||||||||||
Net proceeds from the sale of common shares | 89.4 | |||||||||||||
Balance at the end of the period | 89.5 | 89.5 | 89.5 | 89.5 | ||||||||||
NCM, Inc. | Equity in (Earnings)/Loss | ||||||||||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | ||||||||||||||
Other-than-temporary impairment loss - held for sale | 1.2 | |||||||||||||
Net proceeds from the sale of common shares | (89.4) | |||||||||||||
Carrying value of shares sold | 110.5 | |||||||||||||
Balance at the end of the period | $ 22.3 | 22.3 | 22.3 | 22.3 | ||||||||||
NCM, Inc. | Common Stock | ||||||||||||||
Common Membership Units rollforward | ||||||||||||||
Membership units received in ESA (in shares) | ||||||||||||||
Units exchanged for NCM, Inc. shares | 200,000 | |||||||||||||
Number of units converted | 14,600,000 | |||||||||||||
Number of units sold | (14,800,000) | |||||||||||||
NCM | ||||||||||||||
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 | (20.5) | |||||||||||||
Surrender of common units for transferred theatres | (36.4) | |||||||||||||
Surrender of common units for make whole agreement | (23.1) | |||||||||||||
Other-than-temporary impairment loss - held for sale | (203.3) | |||||||||||||
Exchange of common units | (109.1) | |||||||||||||
Equity in earnings | 8.4 | |||||||||||||
Balance at the end of the period | $ 175.1 | 175.1 | 175.1 | 175.1 | ||||||||||
Other comprehensive income rollforward | ||||||||||||||
Equity in (earnings) loss of non-consolidated entities | $ 11.1 | $ (3.4) | 216.8 | $ (6.2) | ||||||||||
Common Membership Units rollforward | ||||||||||||||
Price per share (in dollars per share) | $ 7.42 | |||||||||||||
Term of amortization of the exhibitor services agreement (ESA) with NCM | 30 years | |||||||||||||
Impairment charge | 203.3 | |||||||||||||
NCM | Common Stock | ||||||||||||||
Common Membership Units rollforward | ||||||||||||||
Estimated fair market value of the units | $ 163.3 | $ 163.3 | $ 163.3 | $ 163.3 | ||||||||||
Number of units converted | (14,600,000) | |||||||||||||
Price per share (in dollars per share) | $ 6.98 | |||||||||||||
NCM | Member Units [Member] | ||||||||||||||
Common Membership Units rollforward | ||||||||||||||
Number of units owned (in shares) | 23,392,630 | 23,392,630 | 23,392,630 | 23,392,630 | ||||||||||
NCM | Member Units Tranche 1 [Member] | ||||||||||||||
Common Membership Units rollforward | ||||||||||||||
Number of units owned (in shares) | 17,323,782 | 17,323,782 | 17,323,782 | 17,323,782 | 17,323,782 | |||||||||
Membership units received in ESA (in shares) | ||||||||||||||
NCM | Member Units Tranche 2 [Member] | ||||||||||||||
Common Membership Units rollforward | ||||||||||||||
Number of units owned (in shares) | 6,068,848 | 6,068,848 | 6,068,848 | 6,068,848 | ||||||||||
Membership units received in ESA (in shares) | 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 | $ 15.75 | $ 14.52 | $ 15.08 | $ 15.22 | |||||||||
NCM | 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) - USD ($) $ / shares in Units, $ in Millions | Sep. 29, 2017 | Sep. 20, 2017 | Mar. 07, 2017 | Mar. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 16, 2017 |
Investments | ||||||||
Price per share (in dollars per share) | $ 7.42 | $ 7.42 | ||||||
Impairment charge | $ 204.5 | |||||||
NCM, Inc. | ||||||||
Investments | ||||||||
Impairment charge | 1.2 | |||||||
NCM | ||||||||
Investments | ||||||||
Price per share (in dollars per share) | $ 7.42 | |||||||
Number of shares sold | 2,800,000 | 12,000,000 | ||||||
Impairment charge | 203.3 | |||||||
Theatres Divested as Required by US DOJ | ||||||||
Investments | ||||||||
Maximum equity interest, final, as a percent | 4.99% | |||||||
Impairment charge | $ 204.5 | |||||||
Theatres Divested as Required by US DOJ | NCM | ||||||||
Investments | ||||||||
Total common units received | 361,892 | |||||||
Common units returned under Common Unit Adjustment Agreement | 2,850,453 | |||||||
Value of common units returned under Unit Adjustment agreement | 36,400,000 | |||||||
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 | |||||||
Number of shares sold | 14,800,000 | |||||||
Carmike | Theatres Divested as Required by US DOJ | NCM | ||||||||
Investments | ||||||||
Total common units received | 18,425,423 |
CORPORATE BORROWINGS (Details)
CORPORATE BORROWINGS (Details) £ in Millions, $ in Millions | Sep. 30, 2017GBP (£) | Sep. 30, 2017USD ($) | Mar. 17, 2017GBP (£) | Mar. 17, 2017USD ($) | Dec. 31, 2016GBP (£) | Dec. 31, 2016USD ($) | Dec. 21, 2016USD ($) |
CORPORATE BORROWINGS | |||||||
Deferred charges | $ (106.6) | $ (82.9) | |||||
Unamortized premium and discounts | 27.6 | 9.4 | |||||
Long-term Debt and Capital Lease Obligations, Including Current Maturities, Total | 4,960.9 | 4,436.3 | |||||
Less: current maturities | (89.1) | (81.2) | |||||
Corporate borrowings and capital and financing lease obligations, non-current | 4,871.8 | 4,355.1 | |||||
Revolving credit facility | |||||||
CORPORATE BORROWINGS | |||||||
Corporate borrowings and capital and financing lease obligations | $ 60 | ||||||
Stated interest rate (as a percent) | 5.75% | 5.75% | |||||
Senior Secured Credit Facility Term-Loan due 2022 | |||||||
CORPORATE BORROWINGS | |||||||
Corporate borrowings and capital and financing lease obligations | $ 865.2 | 871.8 | |||||
Stated interest rate (as a percent) | 3.48% | 3.48% | |||||
Senior Secured Credit Facility Term Loan Due 2023 | |||||||
CORPORATE BORROWINGS | |||||||
Corporate borrowings and capital and financing lease obligations | $ 497.5 | 500 | |||||
Stated interest rate (as a percent) | 3.48% | 3.48% | |||||
Bridge Loan Agreement due 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% | 6.00% | |||
6.375% Senior Subordinated Notes due 2024 | |||||||
CORPORATE BORROWINGS | |||||||
Corporate borrowings and capital and financing lease obligations | $ 669.7 | $ 308.4 | |||||
Deferred charges | $ (12.7) | ||||||
Stated interest rate (as a percent) | 6.375% | 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% | 5.875% | |||
5.75 % Senior Subordinated Notes due 2025 | Minimum | |||||||
CORPORATE BORROWINGS | |||||||
Stated interest rate (as a percent) | 5.75% | 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 | $ (19.8) | ||||||
Stated interest rate (as a percent) | 6.125% | 6.125% | 6.125% | 6.125% | |||
Debt Instrument, Face Amount | $ 475 | ||||||
Capital and financing lease obligations | |||||||
CORPORATE BORROWINGS | |||||||
Corporate borrowings and capital and financing lease obligations | $ 668.3 | $ 675.4 | |||||
Capital and financing lease obligations | Minimum | |||||||
CORPORATE BORROWINGS | |||||||
Stated interest rate (as a percent) | 5.75% | 5.75% | |||||
Capital and financing lease obligations | 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 | May 09, 2017USD ($) | May 08, 2017 | Mar. 17, 2017GBP (£) | Feb. 13, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2017GBP (£) | Sep. 30, 2017USD ($) | Jun. 13, 2017USD ($) | Jun. 12, 2017USD ($) | Mar. 17, 2017USD ($) | Dec. 31, 2016GBP (£) | Dec. 31, 2016USD ($) | Dec. 21, 2016USD ($) |
Corporate borrowings and capital and financing lease obligations | |||||||||||||||
Deferred financing costs | $ 106,600,000 | $ 82,900,000 | |||||||||||||
Other Nonoperating Income (Expense) | $ 600,000 | $ (100,000) | $ 2,300,000 | ||||||||||||
Bridge Loan Agreement due 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% | 7.00% | |||||||||||||
Repayment of Bridge Loan | $ 350 | ||||||||||||||
Other Nonoperating Income (Expense) | (400,000) | ||||||||||||||
Write-off of deferred financing costs | 3,700,000 | ||||||||||||||
Gain on extinguishment of debt | $ 3,300,000 | ||||||||||||||
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 | $ 19,800,000 | ||||||||||||||
Stated interest rate (as a percent) | 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 | Additional debt that could be incurred under financial covenants after giving effect to the event on a pro forma basis | |||||||||||||||
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 | $ 12,700,000 | ||||||||||||||
Stated interest rate (as a percent) | 6.375% | 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% | ||||||||||||||
Senior Secured Credit Facility Term Loans | |||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||
Loss on credit agreement amendment | $ 1,000,000 | ||||||||||||||
Senior Secured Credit Facility Term Loans | Base rate | |||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||
Spread on variable rate basis (as a percent) | 1.25% | 1.75% | |||||||||||||
Senior Secured Credit Facility Term Loans | LIBOR | |||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||
Spread on variable rate basis (as a percent) | 2.25% | 2.75% | |||||||||||||
Revolving credit facility | |||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||
Stated interest rate (as a percent) | 5.75% | 5.75% | |||||||||||||
Maximum borrowing capacity | $ 225,000,000 | $ 150,000,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | Oct. 27, 2017USD ($) | Aug. 03, 2017USD ($) | Jun. 05, 2017USD ($)$ / sharesshares | May 11, 2017USD ($)$ / sharesshares | Mar. 31, 2017USD ($)item$ / sharesshares | Feb. 13, 2017USD ($)$ / sharesshares | Oct. 31, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($)$ / shares | Mar. 31, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)item$ / sharesshares | Sep. 30, 2016USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($) |
Dividends | |||||||||||||||||
Amount per Share of Common Stock | $ / shares | $ 0.20 | $ 0.20 | $ 0.20 | ||||||||||||||
Dividends declared | $ 26,500,000 | $ 26,500,000 | $ 26,200,000 | ||||||||||||||
Dividends and dividend equivalents | 78,700,000 | $ 78,700,000 | $ 59,100,000 | ||||||||||||||
Shares surrendered to pay for payroll taxes, value | $ 6,400,000 | ||||||||||||||||
Number of shares surrendered for taxes | shares | 191,429 | ||||||||||||||||
Accrued unpaid dividends | 900,000 | $ 900,000 | |||||||||||||||
Additional Public Offering | |||||||||||||||||
Value of shares issued | 616,800,000 | ||||||||||||||||
Net proceeds | 616,800,000 | ||||||||||||||||
Additional paid-in capital | 2,240,000,000 | 2,240,000,000 | $ 1,627,300,000 | ||||||||||||||
Equity disclosures | |||||||||||||||||
Increase (decrease) to additional paid-in capital related to stock based compensation | 2,200,000 | ||||||||||||||||
Total estimated unrecognized compensation cost related to nonvested stock-based compensation arrangements | $ 10,600,000 | $ 10,600,000 | |||||||||||||||
Expected performance target to be achieved (as a percent) | 100.00% | ||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 7.42 | $ 7.42 | |||||||||||||||
G&A: Other | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ (100,000) | $ 1,700,000 | $ 3,900,000 | $ 4,500,000 | |||||||||||||
Forecast | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 3,300,000 | $ 5,600,000 | $ 1,600,000 | ||||||||||||||
RSU and PSU Units | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Restricted stock unit granted (in shares) | shares | 701,788 | ||||||||||||||||
Shares of RSU and PSU | |||||||||||||||||
Balance at the beginning of the period (in shares) | shares | 1,024,664 | 556,510 | 556,510 | 556,510 | |||||||||||||
Granted (in shares) | shares | 701,788 | ||||||||||||||||
Vested (in shares) | shares | (191,429) | ||||||||||||||||
Forfeited (in shares) | shares | (42,205) | ||||||||||||||||
Nonvested at the end of the period (in shares) | shares | 1,024,664 | 1,024,664 | |||||||||||||||
Weighted Average Grant Date Fair Value | |||||||||||||||||
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 28.95 | $ 24.88 | $ 24.88 | $ 24.88 | |||||||||||||
Granted (in dollars per share) | $ / shares | 31.23 | ||||||||||||||||
Vested (in dollars per share) | $ / shares | 24.68 | ||||||||||||||||
Forfeited (in dollars per share) | $ / shares | 31.39 | ||||||||||||||||
Unvested at the end of the period (in dollars per share) | $ / shares | $ 28.95 | $ 28.95 | |||||||||||||||
Performance Vesting | One-year performance threshold | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ (400,000) | ||||||||||||||||
Performance Vesting | Three-year performance threshold | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | (1,800,000) | $ (2,000,000) | |||||||||||||||
Members of managment and executive officers | Performance Stock Unit Transition Award | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ (400,000) | ||||||||||||||||
Number of days from the termination of service for settlement of fully vested units | 30 days | ||||||||||||||||
Awards to be granted upon achieving 100% of performance target (in shares) | shares | 39,908 | ||||||||||||||||
Awards to be granted if target not acheived (in shares) | shares | 0 | ||||||||||||||||
Members of managment and executive officers | Performance Stock Unit Transition Award | Minimum | |||||||||||||||||
Equity disclosures | |||||||||||||||||
PSUs vesting as a percentage of performance target | 80.00% | ||||||||||||||||
Percentage of performance target | 30.00% | ||||||||||||||||
Members of managment and executive officers | Performance Stock Unit Transition Award | Maximum | |||||||||||||||||
Equity disclosures | |||||||||||||||||
PSUs vesting as a percentage of performance target | 120.00% | ||||||||||||||||
Percentage of performance target | 150.00% | ||||||||||||||||
Members of managment and executive officers | Performance Stock Unit Transition Award | One-year performance threshold | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Period of cumulative adjusted EBITDA, diluted earnings pershare, and net profit results to meet the performance target condition | 1 year | ||||||||||||||||
Members of managment and executive officers | Performance Stock Unit Transition Award | Three-year performance threshold | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Period of cumulative adjusted EBITDA, diluted earnings pershare, and net profit results to meet the performance target condition | 3 years | ||||||||||||||||
Members of managment and executive officers | Performance Vesting | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ (1,800,000) | ||||||||||||||||
Number of days from the termination of service for settlement of fully vested units | 30 days | ||||||||||||||||
Period of cumulative adjusted EBITDA, diluted earnings pershare, and net profit results to meet the performance target condition | 3 years | ||||||||||||||||
Awards to be granted upon achieving 100% of performance target (in shares) | shares | 10,316 | 2,301 | 318,323 | ||||||||||||||
Members of managment and executive officers | Performance Vesting | Minimum | |||||||||||||||||
Equity disclosures | |||||||||||||||||
PSUs vesting as a percentage of performance target | 80.00% | ||||||||||||||||
Percentage of performance target | 30.00% | ||||||||||||||||
Members of managment and executive officers | Performance Vesting | Maximum | |||||||||||||||||
Equity disclosures | |||||||||||||||||
PSUs vesting as a percentage of performance target | 120.00% | ||||||||||||||||
Percentage of performance target | 200.00% | ||||||||||||||||
Members of managment and executive officers | Performance Vesting | Prior to January 2, 2019 | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Awards forfeited (as a percent) | 66.67% | 66.67% | |||||||||||||||
Members of managment and executive officers | Performance Vesting | Prior to January 2, 2020 | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Awards forfeited (as a percent) | 33.33% | 33.33% | |||||||||||||||
Former Employee | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Increase (decrease) to additional paid-in capital related to stock based compensation | $ 300,000 | ||||||||||||||||
Shares of RSU and PSU | |||||||||||||||||
Forfeited (in shares) | shares | (27,197) | ||||||||||||||||
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 | 7,257,686 | 7,257,686 | |||||||||||||||
2013 Equity Incentive Plan | RSU and PSU Units | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Fair value of stock at grant date (in dollars per share) | $ / shares | $ 25 | $ 27.50 | $ 31.45 | ||||||||||||||
2013 Equity Incentive Plan | Members of management | Restricted stock unit | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 700,000 | $ 1,300,000 | |||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 25 | $ 27.50 | |||||||||||||||
Restricted stock unit granted (in shares) | shares | 10,316 | 2,301 | 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 units | 30 days | ||||||||||||||||
Grant date fair value (in dollars) | $ 300,000 | $ 100,000 | $ 5,900,000 | ||||||||||||||
Shares of RSU and PSU | |||||||||||||||||
Granted (in shares) | shares | 10,316 | 2,301 | 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 Vesting | |||||||||||||||||
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 | $ 400,000 | $ 900,000 | |||||||||||||||
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 units | 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 | 3 years | |||||||||||||||
Class A common stock | |||||||||||||||||
Common Stock Rights and Privileges | |||||||||||||||||
Number of votes per share | item | 1 | ||||||||||||||||
Dividends | |||||||||||||||||
Dividends and dividend equivalents | $ 33,700,000 | ||||||||||||||||
Additional Public Offering | |||||||||||||||||
Number of shares issued | shares | 20,330,874 | ||||||||||||||||
Price per share | $ / shares | $ 31.50 | ||||||||||||||||
Value of shares issued | $ 640,400,000 | ||||||||||||||||
Net proceeds | 616,800,000 | ||||||||||||||||
Repayment of Bridge Loan | $ 350,000,000 | ||||||||||||||||
Treasury Stock | |||||||||||||||||
Share repurchase program amount | $ 100,000,000 | ||||||||||||||||
Stock repurchase program period | 2 years | ||||||||||||||||
Number of treasury shares purchased | shares | 1,068,300 | ||||||||||||||||
Cost of treasury shares | $ 16,500,000 | ||||||||||||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | 83,500,000 | 83,500,000 | |||||||||||||||
Class A common stock | Subsequent Events | |||||||||||||||||
Dividends | |||||||||||||||||
Dividends declared | $ 0.20 | ||||||||||||||||
Additional Public Offering | |||||||||||||||||
Price per share | $ / shares | $ 14.39 | ||||||||||||||||
Treasury Stock | |||||||||||||||||
Number of treasury shares purchased | shares | 826,905 | ||||||||||||||||
Cost of treasury shares | $ 11,900,000 | ||||||||||||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 71,600,000 | ||||||||||||||||
Class A common stock | 2013 Equity Incentive Plan | Board of Director | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Number of Board of Directors to whom common stock was granted | item | 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 | $ 45,700,000 | ||||||||||||||||
Class B common stock | Subsequent Events | |||||||||||||||||
Dividends | |||||||||||||||||
Dividends declared | $ 0.20 | ||||||||||||||||
Wanda | |||||||||||||||||
Additional Public Offering | |||||||||||||||||
Receivable due from related party | 100,000 | 100,000 | 10,600,000 | ||||||||||||||
Reimbursements | 400,000 | ||||||||||||||||
Related Party Transactions | |||||||||||||||||
Receivable due from related party | $ 100,000 | $ 100,000 | $ 10,600,000 |
INCOME TAXES - Effective income
INCOME TAXES - Effective income tax rate on earnings (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)item | Sep. 30, 2016USD ($) | Dec. 31, 2017 | Dec. 31, 2016USD ($) | |
Effect of: | ||||||
Effective income tax rate (as a percent) | 39.30% | |||||
Number of discrete tax benefits | item | 3 | |||||
Discrete tax benefit related to stock compensaation costs | $ 2.6 | |||||
Discrete tax benefit related to NCM impairment | 79.7 | |||||
Discrete tax benefit related to a change in Illinois state tax rates | 0.4 | |||||
Tax contingencies and other tax liabilities | $ 15.4 | 15.4 | $ 12.7 | |||
Net deferred tax assets | 174.8 | 174.8 | $ 69.4 | |||
Income tax benefit | $ 17.6 | $ (20.1) | $ 136.4 | $ (54.6) | ||
Forecast | ||||||
Effect of: | ||||||
Effective income tax rate (as a percent) | 43.30% |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair value on a recurring basis (Details) - Recurring basis $ in Millions | Sep. 30, 2017USD ($) |
Other long-term assets: | |
Money market mutual funds | $ 0.2 |
Total assets at fair value | 9.9 |
Mutual Fund Large U.S. Equity | |
Other long-term assets: | |
Equity securities, available-for-sale: | 2.6 |
Mutual Fund Small/Mid U.S. Equity | |
Other long-term assets: | |
Equity securities, available-for-sale: | 3.7 |
Mutual Fund International | |
Other long-term assets: | |
Equity securities, available-for-sale: | 1.3 |
Mutual Fund Balance | |
Other long-term assets: | |
Equity securities, available-for-sale: | 0.6 |
Mutual Fund Fixed Income | |
Other long-term assets: | |
Equity securities, available-for-sale: | 1.5 |
Quoted prices in active market (Level 1) | |
Other long-term assets: | |
Money market mutual funds | 0.2 |
Total assets at fair value | 9.9 |
Quoted prices in active market (Level 1) | Mutual Fund Large U.S. Equity | |
Other long-term assets: | |
Equity securities, available-for-sale: | 2.6 |
Quoted prices in active market (Level 1) | Mutual Fund Small/Mid U.S. Equity | |
Other long-term assets: | |
Equity securities, available-for-sale: | 3.7 |
Quoted prices in active market (Level 1) | Mutual Fund International | |
Other long-term assets: | |
Equity securities, available-for-sale: | 1.3 |
Quoted prices in active market (Level 1) | Mutual Fund Balance | |
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: | $ 1.5 |
FAIR VALUE MEASUREMENTS - Fai50
FAIR VALUE MEASUREMENTS - Fair value on a nonrecurring basis (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Fair value measurements | ||
Other than Temporary Impairment Losses, Investments | $ 204.5 | |
Other Fair Value Measurement Disclosures | ||
Current maturities of corporate borrowings, carrying value | 15.2 | |
Corporate borrowings, noncurrent, carrying value | 4,277.4 | $ 3,745.8 |
Significant other observable inputs (Level 2) | ||
Other Fair Value Measurement Disclosures | ||
Current maturities of corporate borrowings, fair value | 14 | |
Corporate borrowings, noncurrent, fair value | 4,343 | |
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 | |
NCM, Inc and NCM, LLC | ||
Other Fair Value Measurement Disclosures | ||
Fair value exceed (less than) fair value (as a percent) | (7.00%) | |
AMCE | ||
Other Fair Value Measurement Disclosures | ||
Corporate borrowings, noncurrent, carrying value | $ 4,274.6 | $ 3,743 |
THEATRE AND OTHER CLOSURE AND51
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 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 | $ (0.6) | $ 1 | 1.1 | 3.6 |
Transfer of assets and liabilities | 1.2 | |||
Foreign currency translation adjustment | 1 | (0.8) | ||
Cash payments | (8.3) | (8.9) | ||
Ending balance | 29.6 | $ 36.9 | 29.6 | $ 36.9 |
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 | 8 | ||
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 | $ 20.8 | $ 20.8 |
ACCUMULATED OTHER COMPREHENSI52
ACCUMULATED OTHER COMPREHENSIVE INCOME - Change in AOCI by component (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Changes in accumulated other comprehensive income | ||||
Balance at the beginning of the period | $ 2,009.6 | |||
Amounts reclassified from accumulated other comprehensive income | (0.1) | $ (1.8) | ||
Other comprehensive income (loss), net of tax | $ 33.7 | $ 0.5 | 108.3 | (0.7) |
Balance at the end of the period | 2,424.4 | 2,424.4 | ||
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 | 109.8 | 0.8 | ||
Amounts reclassified from accumulated other comprehensive income | (1.5) | (1.5) | ||
Other comprehensive income (loss), net of tax | 108.3 | (0.7) | ||
Balance at the end of the period | 105.8 | 2.1 | 105.8 | 2.1 |
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 | 34.4 | 0.2 | 109.3 | 0.8 |
Other comprehensive income (loss), net of tax | 109.3 | 0.8 | ||
Balance at the end of the period | 107.5 | 2.9 | 107.5 | 2.9 |
Pension and Other Benefits (recorded in G&A : Other) | ||||
Changes in accumulated other comprehensive income | ||||
Balance at the beginning of the period | (3.6) | (3.3) | ||
Amounts reclassified from accumulated other comprehensive income | (0.5) | |||
Other comprehensive income (loss), net of tax | (0.5) | |||
Balance at the end of the period | (4.1) | (3.3) | (4.1) | (3.3) |
Unrealized Gains on Marketable Securities (Recorded in Investment income) | ||||
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 | 0.2 | 0.5 | 0.6 |
Amounts reclassified from accumulated other comprehensive income | (0.1) | (1.8) | ||
Other comprehensive income (loss), net of tax | 0.4 | (1.2) | ||
Balance at the end of the period | 0.7 | 0.3 | 0.7 | 0.3 |
Unrealized 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 | 0.1 | (0.6) | ||
Amounts reclassified from accumulated other comprehensive income | (1) | 0.1 | (0.9) | 0.3 |
Other comprehensive income (loss), net of tax | (0.9) | (0.3) | ||
Balance at the end of the period | $ 1.7 | $ 2.2 | $ 1.7 | $ 2.2 |
ACCUMULATED OTHER COMPREHENSI53
ACCUMULATED OTHER COMPREHENSIVE INCOME - OCI and tax effects (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Pre-Tax Amount | ||||
Reclassification adjustment for net gain (loss) realized in net earnings | $ (0.1) | $ (2.9) | ||
Other comprehensive income (loss), before tax | $ 37.9 | $ 0.8 | 119.2 | (1.1) |
Tax (Expense) Benefit | ||||
Reclassification adjustment for net gain (loss) realized in net earnings, tax | 1.1 | |||
Other comprehensive income (loss), tax | (4.2) | (0.3) | (10.9) | 0.4 |
Net-of-Tax Amount | ||||
Reclassification adjustment for net gain (loss) realized in net earnings, net of tax | (0.1) | (1.8) | ||
Other comprehensive income (loss), net of tax | 33.7 | 0.5 | 108.3 | (0.7) |
Foreign Currency | ||||
Pre-Tax Amount | ||||
Unrealized net holding gain (loss) arising during the period | 39 | 0.3 | 120.4 | 1.3 |
Tax (Expense) Benefit | ||||
Unrealized net holding gain (loss) arising during the period, tax | (4.6) | (0.1) | (11.1) | (0.5) |
Net-of-Tax Amount | ||||
Unrealized net holding gain (loss) arising during the period, net of tax | 34.4 | 0.2 | 109.3 | 0.8 |
Other comprehensive income (loss), net of tax | 109.3 | 0.8 | ||
Pension and Other Benefit Adjustments, Net Gain or Loss | G&A: Other | ||||
Pre-Tax Amount | ||||
Reclassification adjustment for net gain (loss) realized in net earnings | (0.5) | |||
Net-of-Tax Amount | ||||
Reclassification adjustment for net gain (loss) realized in net earnings, net of tax | (0.5) | |||
Unrealized Gains on Marketable Securities (Recorded in Investment income) | ||||
Pre-Tax Amount | ||||
Unrealized net holding gain (loss) arising during the period | 0.4 | 0.2 | 0.9 | 0.9 |
Tax (Expense) Benefit | ||||
Unrealized net holding gain (loss) arising during the period, tax | 0.2 | (0.4) | (0.3) | |
Net-of-Tax Amount | ||||
Unrealized net holding gain (loss) arising during the period, net of tax | 0.2 | 0.2 | 0.5 | 0.6 |
Reclassification adjustment for net gain (loss) realized in net earnings, net of tax | (0.1) | (1.8) | ||
Other comprehensive income (loss), net of tax | 0.4 | (1.2) | ||
Unrealized Gain from Equity Method Investees' Cash Flow Hedge | ||||
Pre-Tax Amount | ||||
Unrealized net holding gain (loss) arising during the period | 0.1 | 0.1 | (0.9) | |
Reclassification adjustment for net gain (loss) realized in net earnings | (1.6) | 0.2 | ||
Tax (Expense) Benefit | ||||
Unrealized net holding gain (loss) arising during the period, tax | (0.1) | 0.3 | ||
Reclassification adjustment for net gain (loss) realized in net earnings, tax | 0.6 | (0.1) | ||
Net-of-Tax Amount | ||||
Unrealized net holding gain (loss) arising during the period, net of tax | 0.1 | (0.6) | ||
Reclassification adjustment for net gain (loss) realized in net earnings, net of tax | $ (1) | $ 0.1 | (0.9) | 0.3 |
Other comprehensive income (loss), net of tax | (0.9) | (0.3) | ||
Realized Net Loss from Non-Consolidated Entities' Cash Flow Hedge | ||||
Pre-Tax Amount | ||||
Reclassification adjustment for net gain (loss) realized in net earnings | (1.5) | 0.5 | ||
Tax (Expense) Benefit | ||||
Reclassification adjustment for net gain (loss) realized in net earnings, tax | 0.6 | (0.2) | ||
Net-of-Tax Amount | ||||
Reclassification adjustment for net gain (loss) realized in net earnings, net of tax | $ (0.9) | $ 0.3 |
OPERATING SEGMENT (Details)
OPERATING SEGMENT (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)segment | Sep. 30, 2016USD ($) | |
OPERATING SEGMENT | ||||
Number of reportable segments | segment | 2 | |||
Revenues | $ 1,178.7 | $ 779.8 | $ 3,662.4 | $ 2,309.8 |
Long-term assets, net | 9,288.7 | 7,958.2 | 9,288.7 | 7,958.2 |
Adjusted EBITDA | 147.4 | 144.4 | 534.3 | 420.4 |
Capital expenditures | 149.7 | 116.3 | 467.7 | 256.6 |
U.S. | ||||
OPERATING SEGMENT | ||||
Revenues | 845.7 | 778.3 | 2,745.2 | 2,305 |
Long-term assets, net | 6,283.8 | 6,156.9 | 6,283.8 | 6,156.9 |
Adjusted EBITDA | 107.6 | 144.5 | 420.6 | 420.5 |
Capital expenditures | 126.9 | 116.3 | 416.6 | 256.6 |
International markets | ||||
OPERATING SEGMENT | ||||
Revenues | 333 | 1.5 | 917.2 | 4.8 |
Long-term assets, net | 3,004.9 | 1,801.3 | 3,004.9 | 1,801.3 |
Adjusted EBITDA | 39.8 | (0.1) | 113.7 | (0.1) |
Capital expenditures | 22.8 | 51.1 | ||
UK | ||||
OPERATING SEGMENT | ||||
Revenues | 127.8 | $ 1.5 | 366.9 | $ 4.8 |
Sweden | ||||
OPERATING SEGMENT | ||||
Revenues | 47.9 | 89.2 | ||
Italy | ||||
OPERATING SEGMENT | ||||
Revenues | 33.2 | 125.9 | ||
Spain | ||||
OPERATING SEGMENT | ||||
Revenues | 47.4 | 132.3 | ||
Germany | ||||
OPERATING SEGMENT | ||||
Revenues | 26.6 | 86.6 | ||
Finland | ||||
OPERATING SEGMENT | ||||
Revenues | 21.9 | 41.5 | ||
Other foreign countries | ||||
OPERATING SEGMENT | ||||
Revenues | $ 28.2 | $ 74.8 |
OPERATING SEGMENT - Reconciliat
OPERATING SEGMENT - Reconciliation (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 29, 2017 | Sep. 20, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 |
Reconciliation of net income to EBITDA | |||||||
Net earnings (loss) | $ (42.7) | $ 30.4 | $ (210.8) | $ 82.7 | |||
Income tax provision (benefit) | (17.6) | 20.1 | (136.4) | 54.6 | |||
Interest expense | 71.4 | 26.7 | 203.4 | 80.8 | |||
Depreciation and amortization | 135.2 | 63.1 | 393.9 | 185.8 | |||
Certain operating expenses | 3.7 | 5.8 | 12.5 | 13 | |||
Equity in (earnings) loss of non-consolidated entities | 1.8 | (12) | 199.1 | (28.1) | |||
Cash distributions from non-consolidated entities | 6.5 | 3.4 | 33.1 | 21.6 | |||
Attributable EBITDA | 0.8 | 1.8 | |||||
Investment (income) expense | (16.6) | 0.2 | (21.6) | (9.6) | |||
Other expense (income) | (0.6) | 0.1 | (1.8) | ||||
General and Administrative Expense [Abstract] | |||||||
Merger Acquisition Transaction Costs | 5.6 | 4.9 | 57.2 | 15.1 | |||
Stock-based compensation expense | (0.1) | 1.7 | 3.9 | 4.5 | |||
Adjusted EBITDA | 147.4 | 144.4 | 534.3 | 420.4 | |||
Foreign currency transaction gain | $ 0.5 | 3.2 | |||||
Loss on redemption of debt | $ 0.4 | ||||||
Price per share (in dollars per share) | $ 7.42 | $ 7.42 | |||||
Loss on sale of investment | $ (22.6) | ||||||
Third party fees on debt agreement | $ 1 | 1 | |||||
Loss on extinguishment of debt | 0.5 | ||||||
Attributible EBITDA | |||||||
Reconciliation of net income to EBITDA | |||||||
Depreciation and amortization | 0.5 | 1.3 | |||||
Equity in (earnings) loss of non-consolidated entities | 1.8 | 199.1 | |||||
Equity in earnings (loss) non-theatre JV's | (2.1) | (199.6) | |||||
Equity in earnings (loss) International theatre JV's | (0.3) | (0.5) | |||||
Attributable EBITDA | 0.8 | 1.8 | |||||
International markets | |||||||
General and Administrative Expense [Abstract] | |||||||
Adjusted EBITDA | 39.8 | (0.1) | 113.7 | (0.1) | |||
NCM | |||||||
Reconciliation of net income to EBITDA | |||||||
Equity in (earnings) loss of non-consolidated entities | 11.1 | $ (3.4) | 216.8 | $ (6.2) | |||
General and Administrative Expense [Abstract] | |||||||
Impairment of investment | 204.5 | ||||||
Price per share (in dollars per share) | $ 7.42 | ||||||
Loss on sale of investment | $ 3.1 | $ 17.9 | $ 21 | $ 22.2 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Components of net periodic benefit (credit): | ||||
Net periodic benefit (credit) | $ 0.6 | $ 0.6 | ||
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 | |||
Components of net periodic benefit (credit): | ||||
Interest cost | $ 3.2 | 3.3 | ||
Expected return on plan assets | (2.4) | (2.7) | ||
Net periodic benefit (credit) | 0.8 | $ 0.6 | ||
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 Net of Medicare Part D Adjustment | ||||
Components of net periodic benefit (credit): | ||||
Service cost | 0.2 | |||
Interest cost | 2 | |||
Expected return on plan assets | (2.4) | |||
Net periodic benefit (credit) | $ (0.2) | |||
Other Benefits Net of Medicare Part D Adjustment | Other General And Administrative Expense Caption [Member] | ||||
Components of net periodic benefit (credit): | ||||
Service cost | 0.1 | |||
Interest cost | 0.7 | |||
Expected return on plan assets | $ (0.8) |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator: | ||||||
Net earnings (loss) | $ (42.7) | $ 30.4 | $ (210.8) | $ 82.7 | ||
Denominator (shares in thousands): | ||||||
Weighted average shares for basic earnings per common share | 131,077,000 | 98,194,000 | 127,902,000 | 98,196,000 | ||
Common equivalent shares for RSUs and PSUs | 90,000 | 15,000 | ||||
Shares for diluted earnings per common share | 131,077,000 | 98,284,000 | 127,902,000 | 98,211,000 | ||
Basic earnings from continuing operations per common share (in dollars per share) | $ (0.33) | $ 0.31 | $ (1.65) | $ 0.84 | ||
Diluted earnings from continuing operations per common share (in dollars per share) | $ (0.33) | $ 0.31 | $ (1.65) | $ 0.84 | ||
Performance Vesting | ||||||
Denominator (shares in thousands): | ||||||
Anti-dilutive securities not included in the computations of diluted earnings per share (in shares) | 187,468 | 187,468 |
CONDENSED CONSOLIDATING FINAN58
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Details) | 3 Months Ended |
Sep. 30, 2017 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
Ownership percentage | 100.00% |
CONDENSED CONSOLIDATING FINAN59
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues | ||||
Admissions | $ 753.5 | $ 496.8 | $ 2,332.4 | $ 1,460.6 |
Food and beverage | 361.4 | 248.9 | 1,133.1 | 736.6 |
Other theatre | 63.8 | 34.1 | 196.9 | 112.6 |
Total revenues | 1,178.7 | 779.8 | 3,662.4 | 2,309.8 |
Operating costs and expenses | ||||
Film exhibition costs | 364.8 | 259.1 | 1,164.2 | 784.4 |
Food and beverage costs | 60.7 | 33.9 | 182.6 | 102 |
Operating expense (income) | 383.2 | 211.6 | 1,128.8 | 613.9 |
Rent | 200.7 | 121.9 | 590.9 | 369.3 |
General and administrative: | ||||
Merger, acquisition and transaction costs | 5.6 | 4.9 | 57.2 | 15.1 |
Other | 32.8 | 19.8 | 113.4 | 58.9 |
Depreciation and amortization | 135.2 | 63.1 | 393.9 | 185.8 |
Operating costs and expenses | 1,183 | 714.3 | 3,631 | 2,129.4 |
Operating income (loss) | (4.3) | 65.5 | 31.4 | 180.4 |
Other expense (income) | ||||
Other expense (income) | (0.6) | 0.1 | (2.3) | |
Interest expense: | ||||
Corporate borrowings | 60.8 | 24.6 | 171.7 | 74.4 |
Capital and financing lease obligations | 10.6 | 2.1 | 31.7 | 6.4 |
Equity in (earnings) loss of non-consolidated entities | 1.8 | (12) | 199.1 | (28.1) |
Investment (income) expense | (16.6) | 0.2 | (21.6) | (9.6) |
Total other expense | 56 | 15 | 378.6 | 43.1 |
Earnings (loss) before income taxes | (60.3) | 50.5 | (347.2) | 137.3 |
Income tax provision (benefit) | (17.6) | 20.1 | (136.4) | 54.6 |
Net earnings (loss) | (42.7) | 30.4 | (210.8) | 82.7 |
Net earnings | (42.7) | (210.8) | 82.7 | |
Consolidating Adjustments | ||||
Other expense (income) | ||||
Equity in (earnings) loss of AMC Entertainment Inc. | (59.8) | 28.1 | (218.8) | 76.1 |
Interest expense: | ||||
Corporate borrowings | (57.7) | (26.9) | (167) | (86) |
Investment (income) expense | 57.7 | 26.9 | 167 | 86 |
Total other expense | (59.8) | 28.1 | (218.8) | 76.1 |
Earnings (loss) before income taxes | 59.8 | (28.1) | 218.8 | (76.1) |
Net earnings (loss) | 59.8 | (28.1) | 218.8 | (76.1) |
Net earnings | 59.8 | 218.8 | (76.1) | |
AMCE | ||||
General and administrative: | ||||
Other | 0.3 | 1.8 | ||
Operating costs and expenses | 0.3 | 1.8 | ||
Operating income (loss) | (0.3) | (1.8) | ||
Other expense (income) | ||||
Equity in (earnings) loss of AMC Entertainment Inc. | 38.9 | (28.3) | 199.8 | (76.5) |
Interest expense: | ||||
Corporate borrowings | 60.3 | 24.6 | 170.1 | 74.3 |
Investment (income) expense | (56.8) | (26.7) | (160.9) | (80.5) |
Total other expense | 42.4 | (30.4) | 209 | (82.7) |
Earnings (loss) before income taxes | (42.7) | 30.4 | (210.8) | 82.7 |
Net earnings (loss) | (42.7) | 30.4 | (210.8) | 82.7 |
Net earnings | (42.7) | (210.8) | 82.7 | |
Subsidiary Guarantors | ||||
Revenues | ||||
Admissions | 438.2 | 495.8 | 1,402.3 | 1,457.5 |
Food and beverage | 222 | 248.5 | 707.4 | 735.3 |
Other theatre | 36.7 | 34 | 118.8 | 112.2 |
Total revenues | 696.9 | 778.3 | 2,228.5 | 2,305 |
Operating costs and expenses | ||||
Film exhibition costs | 221.5 | 258.6 | 738.8 | 782.9 |
Food and beverage costs | 33.5 | 33.8 | 100.5 | 101.7 |
Operating expense (income) | 216.5 | 210.8 | 652.7 | 611.4 |
Rent | 123 | 121.5 | 370.9 | 367.9 |
General and administrative: | ||||
Merger, acquisition and transaction costs | 3.7 | 4.9 | 54.3 | 15.1 |
Other | 16.7 | 19.8 | 66 | 58.9 |
Depreciation and amortization | 72.9 | 63.1 | 219.4 | 185.8 |
Operating costs and expenses | 687.8 | 712.5 | 2,202.6 | 2,123.7 |
Operating income (loss) | 9.1 | 65.8 | 25.9 | 181.3 |
Other expense (income) | ||||
Equity in (earnings) loss of AMC Entertainment Inc. | 20.9 | 0.2 | 19 | 0.4 |
Other expense (income) | (0.4) | 0.1 | (2.1) | |
Interest expense: | ||||
Corporate borrowings | 57.7 | 26.9 | 167.1 | 86.1 |
Capital and financing lease obligations | 1.9 | 2.1 | 5.8 | 6.4 |
Equity in (earnings) loss of non-consolidated entities | 3.8 | (12) | 201.2 | (28.1) |
Investment (income) expense | (17) | 0.1 | (27.3) | (14.6) |
Total other expense | 66.9 | 17.4 | 363.7 | 50.2 |
Earnings (loss) before income taxes | (57.8) | 48.4 | (337.8) | 131.1 |
Income tax provision (benefit) | (18.9) | 20.1 | (138) | 54.6 |
Net earnings (loss) | (38.9) | 28.3 | (199.8) | 76.5 |
Net earnings | (38.9) | (199.8) | 76.5 | |
Subsidiary Non-Guarantors | ||||
Revenues | ||||
Admissions | 315.3 | 1 | 930.1 | 3.1 |
Food and beverage | 139.4 | 0.4 | 425.7 | 1.3 |
Other theatre | 27.1 | 0.1 | 78.1 | 0.4 |
Total revenues | 481.8 | 1.5 | 1,433.9 | 4.8 |
Operating costs and expenses | ||||
Film exhibition costs | 143.3 | 0.5 | 425.4 | 1.5 |
Food and beverage costs | 27.2 | 0.1 | 82.1 | 0.3 |
Operating expense (income) | 166.7 | 0.8 | 476.1 | 2.5 |
Rent | 77.7 | 0.4 | 220 | 1.4 |
General and administrative: | ||||
Merger, acquisition and transaction costs | 1.9 | 2.9 | ||
Other | 15.8 | 45.6 | ||
Depreciation and amortization | 62.3 | 174.5 | ||
Operating costs and expenses | 494.9 | 1.8 | 1,426.6 | 5.7 |
Operating income (loss) | (13.1) | (0.3) | 7.3 | (0.9) |
Other expense (income) | ||||
Other expense (income) | (0.2) | (0.2) | ||
Interest expense: | ||||
Corporate borrowings | 0.5 | 1.5 | ||
Capital and financing lease obligations | 8.7 | 25.9 | ||
Equity in (earnings) loss of non-consolidated entities | (2) | (2.1) | ||
Investment (income) expense | (0.5) | (0.1) | (0.4) | (0.5) |
Total other expense | 6.5 | (0.1) | 24.7 | (0.5) |
Earnings (loss) before income taxes | (19.6) | (0.2) | (17.4) | (0.4) |
Income tax provision (benefit) | 1.3 | 1.6 | ||
Net earnings (loss) | (20.9) | $ (0.2) | (19) | (0.4) |
Net earnings | $ (20.9) | $ (19) | $ (0.4) |
CONDENSED CONSOLIDATING FINAN60
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net earnings (loss) | $ (42.7) | $ 30.4 | $ (210.8) | $ 82.7 |
Unrealized foreign currency translation adjustment, net of tax | 34.4 | 0.2 | 109.3 | 0.8 |
Pension and other benefit adjustments: | ||||
Amortization of net (gain) loss reclassified into general and administrative: other, net of tax | (0.5) | |||
Marketable securities: | ||||
Unrealized holding gains arising during the period, net of tax | 0.2 | 0.2 | 0.5 | 0.6 |
Realized net (gain) loss reclassified into investment income, net of tax | (0.1) | (1.8) | ||
Equity method investees' cash flow hedge: | ||||
Unrealized holding gains arising during the period | 0.1 | (0.6) | ||
Realized net loss (gain) reclassified into equity in earnings of non-consolidated entities, net of tax | (1) | 0.1 | (0.9) | 0.3 |
Other comprehensive income (loss), net of tax | 33.7 | 0.5 | 108.3 | (0.7) |
Total comprehensive income (loss) | (9) | 30.9 | (102.5) | 82 |
Consolidating Adjustments | ||||
Net earnings (loss) | 59.8 | (28.1) | 218.8 | (76.1) |
Equity in other comprehensive income (loss) of subsidiaries | (68.3) | (0.6) | (217.3) | (0.3) |
Equity method investees' cash flow hedge: | ||||
Other comprehensive income (loss), net of tax | (68.3) | (0.6) | (217.3) | (0.3) |
Total comprehensive income (loss) | (8.5) | (28.7) | 1.5 | (76.4) |
AMCE | ||||
Net earnings (loss) | (42.7) | 30.4 | (210.8) | 82.7 |
Equity in other comprehensive income (loss) of subsidiaries | 33.7 | 0.5 | 108.3 | (0.7) |
Equity method investees' cash flow hedge: | ||||
Other comprehensive income (loss), net of tax | 33.7 | 0.5 | 108.3 | (0.7) |
Total comprehensive income (loss) | (9) | 30.9 | (102.5) | 82 |
Subsidiary Guarantors | ||||
Net earnings (loss) | (38.9) | 28.3 | (199.8) | 76.5 |
Equity in other comprehensive income (loss) of subsidiaries | 34.6 | 0.1 | 109 | 1 |
Unrealized foreign currency translation adjustment, net of tax | (0.2) | 0.1 | (0.2) | (0.2) |
Marketable securities: | ||||
Unrealized holding gains arising during the period, net of tax | 0.2 | 0.2 | 0.5 | 0.6 |
Realized net (gain) loss reclassified into investment income, net of tax | (0.1) | (1.8) | ||
Equity method investees' cash flow hedge: | ||||
Unrealized holding gains arising during the period | 0.1 | (0.6) | ||
Realized net loss (gain) reclassified into equity in earnings of non-consolidated entities, net of tax | (1) | 0.1 | (0.9) | 0.3 |
Other comprehensive income (loss), net of tax | 33.7 | 0.5 | 108.3 | (0.7) |
Total comprehensive income (loss) | (5.2) | 28.8 | (91.5) | 75.8 |
Subsidiary Non-Guarantors | ||||
Net earnings (loss) | (20.9) | (0.2) | (19) | (0.4) |
Unrealized foreign currency translation adjustment, net of tax | 34.6 | 0.1 | 109.5 | 1 |
Pension and other benefit adjustments: | ||||
Amortization of net (gain) loss reclassified into general and administrative: other, net of tax | (0.5) | |||
Equity method investees' cash flow hedge: | ||||
Other comprehensive income (loss), net of tax | 34.6 | 0.1 | 109 | 1 |
Total comprehensive income (loss) | $ 13.7 | $ (0.1) | $ 90 | $ 0.6 |
CONDENSED CONSOLIDATING FINAN61
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Balance Sheets (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||||
Cash and cash equivalents | $ 260 | $ 207.1 | $ 46.3 | $ 211.2 |
Restricted cash | 6.8 | |||
Receivables, net | 128.9 | 213.6 | ||
Assets held for sale | 70.4 | |||
Other current assets | 226.3 | 192.5 | ||
Total current assets | 622 | 683.6 | ||
Property, net | 3,244.5 | 3,035.9 | ||
Intangible assets, net | 387.8 | 365.1 | ||
Goodwill | 4,889.5 | 3,933 | ||
Deferred tax asset, net | 222.2 | 90.4 | ||
Other long-term assets | 544.7 | 533.8 | ||
Total assets | 9,910.7 | 8,641.8 | ||
Current liabilities: | ||||
Accounts payable | 469.1 | 501.8 | ||
Accrued expenses and other liabilities | 337.4 | 329 | ||
Deferred revenues and income | 284.6 | 277.2 | ||
Current maturities of corporate borrowings and capital and financing lease obligations | 89.1 | 81.2 | ||
Total current liabilities | 1,180.2 | 1,189.2 | ||
Corporate borrowings, noncurrent, carrying value | 4,277.4 | 3,745.8 | ||
Capital and financing lease obligations | 594.4 | 609.3 | ||
Exhibitor services agreement | 538.4 | 359.3 | ||
Deferred tax liability, net | 47.4 | 21 | ||
Other long-term liabilities | 847.7 | 706.5 | ||
Total liabilities | 7,485.5 | 6,631.1 | ||
Temporary equity | 0.8 | 1.1 | ||
Total stockholders' equity | 2,424.4 | 2,009.6 | ||
Total liabilities and stockholders' equity | 9,910.7 | 8,641.8 | ||
Consolidating Adjustments | ||||
Current assets: | ||||
Investment in equity of subsidiaries | (4,163.2) | (3,040.4) | ||
Total assets | (4,163.2) | (3,040.4) | ||
Current liabilities: | ||||
Total stockholders' equity | (4,163.2) | (3,040.4) | ||
Total liabilities and stockholders' equity | (4,163.2) | (3,040.4) | ||
AMCE | ||||
Current assets: | ||||
Cash and cash equivalents | 0.1 | 3 | 1.9 | 1.9 |
Receivables, net | 0.2 | |||
Other current assets | 0.2 | 1.8 | ||
Total current assets | 0.3 | 5 | ||
Investment in equity of subsidiaries | 2,726.4 | 2,330.7 | ||
Intercompany advances | 4,044.1 | 3,443.8 | ||
Goodwill | (2.1) | (2.1) | ||
Other long-term assets | 6.3 | 7.7 | ||
Total assets | 6,775 | 5,785.1 | ||
Current liabilities: | ||||
Accrued expenses and other liabilities | 61.4 | 17.6 | ||
Current maturities of corporate borrowings and capital and financing lease obligations | 13.8 | 13.8 | ||
Total current liabilities | 75.2 | 31.4 | ||
Corporate borrowings, noncurrent, carrying value | 4,274.6 | 3,743 | ||
Total liabilities | 4,349.8 | 3,774.4 | ||
Temporary equity | 0.8 | 1.1 | ||
Total stockholders' equity | 2,424.4 | 2,009.6 | ||
Total liabilities and stockholders' equity | 6,775 | 5,785.1 | ||
Subsidiary Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 126.8 | 94.7 | 43.9 | 167 |
Receivables, net | 74.5 | 165.8 | ||
Assets held for sale | 56.3 | |||
Other current assets | 105.2 | 95.6 | ||
Total current assets | 306.5 | 412.4 | ||
Investment in equity of subsidiaries | 1,436.8 | 709.7 | ||
Property, net | 1,664.4 | 1,585.6 | ||
Intangible assets, net | 221.2 | 228.3 | ||
Intercompany advances | (1,994.6) | (1,781.3) | ||
Goodwill | 2,422.1 | 2,422.1 | ||
Deferred tax asset, net | 215.4 | 87.5 | ||
Other long-term assets | 409.5 | 475.9 | ||
Total assets | 4,681.3 | 4,140.2 | ||
Current liabilities: | ||||
Accounts payable | 318.9 | 381 | ||
Accrued expenses and other liabilities | 154.6 | 197.6 | ||
Deferred revenues and income | 199.5 | 232.3 | ||
Current maturities of corporate borrowings and capital and financing lease obligations | 11.6 | 10.8 | ||
Total current liabilities | 684.6 | 821.7 | ||
Corporate borrowings, noncurrent, carrying value | 2.8 | 2.8 | ||
Capital and financing lease obligations | 76.1 | 83.8 | ||
Exhibitor services agreement | 538.4 | 359.3 | ||
Other long-term liabilities | 653 | 541.9 | ||
Total liabilities | 1,954.9 | 1,809.5 | ||
Total stockholders' equity | 2,726.4 | 2,330.7 | ||
Total liabilities and stockholders' equity | 4,681.3 | 4,140.2 | ||
Subsidiary Non-Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 133.1 | 109.4 | $ 0.5 | $ 42.3 |
Restricted cash | 6.8 | |||
Receivables, net | 54.4 | 47.6 | ||
Assets held for sale | 14.1 | |||
Other current assets | 120.9 | 95.1 | ||
Total current assets | 315.2 | 266.2 | ||
Property, net | 1,580.1 | 1,450.3 | ||
Intangible assets, net | 166.6 | 136.8 | ||
Intercompany advances | (2,049.5) | (1,662.5) | ||
Goodwill | 2,469.5 | 1,513 | ||
Deferred tax asset, net | 6.8 | 2.9 | ||
Other long-term assets | 128.9 | 50.2 | ||
Total assets | 2,617.6 | 1,756.9 | ||
Current liabilities: | ||||
Accounts payable | 150.2 | 120.8 | ||
Accrued expenses and other liabilities | 121.4 | 113.8 | ||
Deferred revenues and income | 85.1 | 44.9 | ||
Current maturities of corporate borrowings and capital and financing lease obligations | 63.7 | 56.6 | ||
Total current liabilities | 420.4 | 336.1 | ||
Capital and financing lease obligations | 518.3 | 525.5 | ||
Deferred tax liability, net | 47.4 | 21 | ||
Other long-term liabilities | 194.7 | 164.6 | ||
Total liabilities | 1,180.8 | 1,047.2 | ||
Total stockholders' equity | 1,436.8 | 709.7 | ||
Total liabilities and stockholders' equity | $ 2,617.6 | $ 1,756.9 |
CONDENSED CONSOLIDATING FINAN62
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 ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) |
Net change in operating activities: | |||||||||
Net cash provided by operating activities | $ 229.1 | $ 211.3 | |||||||
Cash flows from investing activities: | |||||||||
Capital expenditures | $ (149.7) | $ (116.3) | (467.7) | (256.6) | |||||
Proceeds from sale leaseback transaction | 128.4 | ||||||||
Proceeds from disposition of long-term assets | 22.5 | 19.4 | |||||||
Investments in non-consolidated entities, net | (10) | (10.5) | |||||||
Other, net | (3.6) | (1.3) | |||||||
Net cash provided by (used in) investing activities | (815.3) | (248.3) | |||||||
Cash flows from financing activities: | |||||||||
Borrowings under (repayments) Revolving Credit Facility | 60 | (55) | |||||||
Borrowings under Revolving Credit Facility | 60 | ||||||||
Proceeds from Issuance of Common Stock | 616.8 | ||||||||
Principal payment of Bridge Loan | (350) | ||||||||
Principal payments under term loan | (9.1) | (6.6) | |||||||
Principal payments under capital and financing lease obligations | (54.1) | (6.3) | |||||||
Deferred financing costs | (29.8) | (0.8) | |||||||
Cash used to pay dividends | (78.7) | (78.7) | (59.1) | ||||||
Taxes paid for restricted unit withhholdings | (6.5) | ||||||||
Purchase of treasury stock | (16.5) | ||||||||
Net cash provided by (used in) financing activities | 621 | (127.8) | |||||||
Effect of exchange rate changes on cash and equivalents | 18.1 | (0.1) | |||||||
Net increase (decrease) in cash and equivalents | 52.9 | (164.9) | |||||||
Cash and equivalents at beginning of period | 207.1 | 211.2 | |||||||
Cash and equivalents at end of period | 260 | 46.3 | 260 | 46.3 | |||||
NCM | |||||||||
Cash flows from investing activities: | |||||||||
Proceeds from disposition | 89.4 | ||||||||
Open Road Films | |||||||||
Cash flows from investing activities: | |||||||||
Proceeds from disposition | 9.2 | ||||||||
Nordic | |||||||||
Cash flows from investing activities: | |||||||||
Acquisition | SEK (5,756) | $ (654.9) | (583.5) | ||||||
Odeon | |||||||||
Cash flows from investing activities: | |||||||||
Acquisition | £ (510.4) | $ (637.1) | |||||||
Carmike | |||||||||
Cash flows from investing activities: | |||||||||
Acquisition | $ (858.2) | ||||||||
Starplex Cinemas | |||||||||
Cash flows from investing activities: | |||||||||
Acquisition | 0.7 | ||||||||
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) | ||||||||
AMCE | |||||||||
Net change in operating activities: | |||||||||
Net cash provided by operating activities | 42 | 19.6 | |||||||
Cash flows from financing activities: | |||||||||
Borrowings under (repayments) Revolving Credit Facility | (55) | ||||||||
Borrowings under Revolving Credit Facility | 60 | ||||||||
Proceeds from Issuance of Common Stock | 616.8 | ||||||||
Principal payment of Bridge Loan | (350) | ||||||||
Principal payments under term loan | (9.1) | (6.6) | |||||||
Deferred financing costs | (29.8) | (0.8) | |||||||
Cash used to pay dividends | (78.7) | (59.1) | |||||||
Taxes paid for restricted unit withhholdings | (6.5) | ||||||||
Purchase of treasury stock | (16.5) | ||||||||
Change in intercompany advances | (771.4) | 101.9 | |||||||
Net cash provided by (used in) financing activities | (96.3) | (19.6) | |||||||
Effect of exchange rate changes on cash and equivalents | 51.4 | ||||||||
Net increase (decrease) in cash and equivalents | (2.9) | ||||||||
Cash and equivalents at beginning of period | 3 | 1.9 | |||||||
Cash and equivalents at end of period | 0.1 | 1.9 | 0.1 | 1.9 | |||||
AMCE | 6.375% Senior Subordinated Notes due 2024 | |||||||||
Cash flows from financing activities: | |||||||||
Proceeds from issuance of Senior Subordinated Notes | 327.8 | ||||||||
AMCE | 6.125% Senior Subordinated Notes due 2027 | |||||||||
Cash flows from financing activities: | |||||||||
Proceeds from issuance of Senior Subordinated Notes | 475 | ||||||||
AMCE | Term Loan Facility (SEK) | |||||||||
Cash flows from financing activities: | |||||||||
Principal payments under term loan | (144.4) | ||||||||
AMCE | 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 | 64.1 | 193.7 | |||||||
Cash flows from investing activities: | |||||||||
Capital expenditures | (320.5) | (256.6) | |||||||
Proceeds from sale leaseback transaction | 128.4 | ||||||||
Proceeds from disposition of long-term assets | 9.1 | 19.4 | |||||||
Investments in non-consolidated entities, net | (11.6) | (10.5) | |||||||
Other, net | (3.4) | (1.3) | |||||||
Net cash provided by (used in) investing activities | (754.3) | (248.3) | |||||||
Cash flows from financing activities: | |||||||||
Principal payments under capital and financing lease obligations | (6.9) | (6.3) | |||||||
Change in intercompany advances | 773.7 | (62.2) | |||||||
Net cash provided by (used in) financing activities | 766.8 | (68.5) | |||||||
Effect of exchange rate changes on cash and equivalents | (44.5) | ||||||||
Net increase (decrease) in cash and equivalents | 32.1 | (123.1) | |||||||
Cash and equivalents at beginning of period | 94.7 | 167 | |||||||
Cash and equivalents at end of period | 126.8 | 43.9 | 126.8 | 43.9 | |||||
Subsidiary Guarantors | NCM | |||||||||
Cash flows from investing activities: | |||||||||
Proceeds from disposition | 89.4 | ||||||||
Subsidiary Guarantors | Open Road Films | |||||||||
Cash flows from investing activities: | |||||||||
Proceeds from disposition | 9.2 | ||||||||
Subsidiary Guarantors | Nordic | |||||||||
Cash flows from investing activities: | |||||||||
Acquisition | (654.9) | ||||||||
Subsidiary Guarantors | Starplex Cinemas | |||||||||
Cash flows from investing activities: | |||||||||
Acquisition | 0.7 | ||||||||
Subsidiary Non-Guarantors | |||||||||
Net change in operating activities: | |||||||||
Net cash provided by operating activities | 123 | (2) | |||||||
Cash flows from investing activities: | |||||||||
Capital expenditures | (147.2) | ||||||||
Proceeds from disposition of long-term assets | 13.4 | ||||||||
Investments in non-consolidated entities, net | 1.6 | ||||||||
Other, net | (0.2) | ||||||||
Net cash provided by (used in) investing activities | (61) | ||||||||
Cash flows from financing activities: | |||||||||
Principal payments under capital and financing lease obligations | (47.2) | ||||||||
Change in intercompany advances | (2.3) | (39.7) | |||||||
Net cash provided by (used in) financing activities | (49.5) | (39.7) | |||||||
Effect of exchange rate changes on cash and equivalents | 11.2 | (0.1) | |||||||
Net increase (decrease) in cash and equivalents | 23.7 | (41.8) | |||||||
Cash and equivalents at beginning of period | 109.4 | 42.3 | |||||||
Cash and equivalents at end of period | $ 133.1 | $ 0.5 | 133.1 | $ 0.5 | |||||
Subsidiary Non-Guarantors | Nordic | |||||||||
Cash flows from investing activities: | |||||||||
Acquisition | $ 71.4 |