STOCKHOLDERS' EQUITY | NOTE 7—STOCKHOLDERS’ EQUITY Dividends The following is a summary of dividends and dividend equivalents paid to stockholders during the three months ended March 31, 2019: Amount per Total Amount Share of Declared Declaration Date Record Date Date Paid Common Stock (In millions) February 15, 2019 March 11, 2019 March 25, 2019 $ 0.20 $ 21.3 On May 3, 2019, the Holdings’ Board of Directors declared a cash dividend in the amount of $0.20 per share on its Class A and Class B common stock, payable on June 24, 2019 to stockholders of record on June 10, 2019. Related Party Transactions As of March 31, 2019 and December 31, 2018, the Company recorded a receivable due from Wanda of $0.5 million and $0.9 million, respectively, for reimbursement of general administrative and other expense incurred on behalf of Wanda. During the three months ended March 31, 2019, the Company recorded $0.1 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. On September 14, 2018, the Company entered into the Investment Agreement with Silver Lake Alpine, L.P., an affiliate of Silver Lake Group, L.L.C. (“Silver Lake”), relating to the issuance to Silver Lake (or its designated affiliates) of $600.0 million principal amount of the Convertible Notes due 2024. See Note 6 — Corporate Borrowings - Senior Unsecured Convertible Notes due 2024 for more information. On September 14, 2018, the Company, Silver Lake and Wanda entered into a Right of First Refusal Agreement (the “ ROFR Agreement ”), which provides Silver Lake certain rights to purchase shares of the Company’s common stock that Wanda proposes to sell during a period of two years from the date of execution of the ROFR Agreement or, if earlier, until such time that Wanda and its affiliates cease to beneficially own at least 50.1% of the total voting power of the Company’s voting stock. The right of first refusal applies to both registered and unregistered transfers of shares. Under the ROFR Agreement, in the event that Wanda and its affiliates cease to beneficially own at least 50.1% of the total voting power of the Company’s voting stock, then the Company will have the same right of first refusal over sales of the Company’s common stock by Wanda as described above until the expiration of the two-year period beginning on the date of execution of the ROFR Agreement. In such event, the Company may exercise such right to purchase shares from Wanda from time to time pursuant to the ROFR Agreement in its sole discretion, subject to approval by the disinterested directors of the Board. If the Company determines to exercise its right to purchase shares from Wanda pursuant to the ROFR Agreement, it will have the obligation under the Investment Agreement to offer to sell to Silver Lake a like number of shares of the Company’s Class A Common Stock, at the same per share price at which it purchased the Wanda shares. On September 14, 2018, the Company used the proceeds from the Convertible Notes due 2024, and pursuant to a stock repurchase agreement between the Company and Wanda, repurchased 24,057,143 shares of Class B common stock at a price of $17.50 per share or $421.0 million and associated legal fees of $2.6 million. As of March 31, 2019, Wanda owns 49.85% of AMC through its 51,769,784 shares of Class B common stock. With the three-to-one voting ratio between the Company’s Class B and Class A common stock, Wanda retains voting control of AMC with 74.89% of the voting power of the Company’s common stock. As discussed in Note 6 — Corporate Borrowings up to 5,666,000 shares of Class B common stock are subject to forfeiture for no consideration in connection with the reset provision contained in the Indenture. 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. As of January 1, 2019, the temporary equity program expired and management employees who held 75,712 shares relinquished their put rights, therefore the related share amount of $0.4 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 $4.0 million and $2.8 million within general and administrative: other during the three months ended March 31, 2019 and March 31, 2018, respectively. The components of the Company’s recorded and unrecognized stock-based compensation expense are as follows: Additional Amount Recognized Amount Expected to Expected to Expected to Three Months Ended Unrecognized Recognize Recognize Recognize Grant Tranche March 31, 2019 March 31, 2019 2019 2020 2021 2019 Board of Directors $ 0.4 $ — $ — $ — $ — 2019 RSU awards 0.4 10.7 3.3 3.7 3.7 2019 PSU awards 0.7 10.4 5.8 3.3 1.3 2018 RSU awards 0.9 5.7 2.4 3.3 — 2018 PSU awards 0.8 3.4 2.2 1.2 — 2017 RSU awards 0.5 1.4 1.4 — — 2017 RSU NEO awards 0.3 1.0 1.0 — — 2017 PSU awards (1) — — — — — $ 4.0 $ 32.6 $ 16.1 $ 11.5 $ 5.0 (1) During the year ended December 31, 2017, the Company determined that achieving the three-year performance thresholds of the 2017 Performance Stock Units was improbable and reversed all previously recorded expense and ceased accruing any additional expense on these units. If the Company later determines that the performance thresholds become probable, then historical expense would be reinstated, and the Company would resume recognizing expense. Awards Granted in 2019 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 Plan. The fair value of the stock at the grant date of March 6, 2019 was $15.13 per share and was based on the closing price of Holdings’ stock. The award agreements generally had the following features: · Stock Award: On March 6, 2019, five members of Holdings’ Board of Directors were granted awards of 25,703 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 three months ended March 31, 2019, in connection with these share grants. · Restricted Stock Unit Awards: On March 6, 2019, RSU awards of 730,167 units were granted to certain members of management and executive officers. The grant date fair value was approximately $11.0 million based on a stock price of $15.13 on March 6, 2019. 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, 2020, 2021, and 2022. 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. · Performance Stock Unit Award: On March 6, 2019, PSU awards of 730,167 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, 2019 and ending on December 31, 2021. 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 6, 2019, will vest at 730,167 units in the aggregate. No PSUs will vest if Holdings does not achieve 80% of the three-year cumulative adjusted EBITDA, diluted earnings per share, and net profit performance target. Additionally, unvested PSU’s shall be ratably forfeited upon termination of service prior to December 31, 2021. If service terminates prior to January 2, 2020, all unvested PSU’s shall be forfeited, if service terminates prior to January 2, 2021, 2/3 of unvested PSU’s shall be forfeited and if service terminates prior to January 4, 2022, 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 by the Compensation Committee of the Board of Directors. A dividend equivalent equal to the amount paid in respect of one share of Class A common stock underlying the PSUs began to accrue with respect to the PSUs on the date of grant. Such accrued dividend equivalents are paid to the holder upon vesting of the PSUs. The following table represents the nonvested RSU and PSU activity for the three months ended March 30, 2019: Weighted Average Shares of RSU Grant Date and PSU Fair Value Beginning balance at January 1, 2019 1,934,447 $ 21.50 Granted 1,460,334 15.13 Vested (303,201) 21.76 Forfeited (3,122) 18.58 Cancelled (1) (100,840) 21.46 Nonvested at March 31, 2019 2,987,618 $ 17.62 (1) Represents vested RSUs surrendered in lieu of taxes and returned to the 2013 Equity Incentive Plan. (1) Consolidated Statements of Stockholders’ Equity For the Three Months Ended March 31, 2019 Accumulated Class A Voting Class B Voting Additional Other Accumulated Total Common Stock Common Stock Paid-in Treasury Stock Comprehensive Earnings Stockholders’ (In millions, except share and per share data) Shares Amount Shares Amount Capital Shares Amount Income (Loss) (Deficit) Equity Balances December 31, 2018 55,401,325 $ 0.5 51,769,784 $ 0.5 $ 1,998.4 3,732,625 $ (56.4) $ 5.5 $ (550.9) $ 1,397.6 Cumulative effect adjustments for the adoption of new accounting principles (ASU 842) — — — — — — — — 78.8 78.8 Net loss — — — — — — — — (130.2) (130.2) Other comprehensive income — — — — — — — (24.9) — (24.9) Dividends declared: Class A common stock, $0.20/share, net of forfeitures — — — — — — — — (10.7) (10.7) Class B common stock, $0.20/share — — — — — — — — (10.4) (10.4) Taxes paid for restricted unit withholdings — — — — (1.1) — — — — (1.1) Reclassification from temporary equity 75,712 — — — 0.4 — — — — 0.4 Stock-based compensation 328,904 — — — 4.0 — — — — 4.0 Balances March 31, 2019 55,805,941 $ 0.5 51,769,784 $ 0.5 $ 2,001.7 3,732,625 $ (56.4) $ (19.4) $ (623.4) $ 1,303.5 Consolidated Statements of Stockholders’ Equity For the Three Months Ended March 31, 2018 Accumulated Class A Voting Class B Voting Additional Other Accumulated Total Common Stock Common Stock Paid-in Treasury Stock Comprehensive Earnings Stockholders’ (In millions, except share and per share data) Shares Amount Shares Amount Capital Shares Amount Income (Loss) (Deficit) Equity Balances December 31, 2017 55,010,160 $ 0.5 75,826,927 $ 0.8 $ 2,241.6 3,232,625 $ (48.2) $ 125.6 $ (207.9) $ 2,112.4 Cumulative effect adjustments for the adoption of new accounting principles (ASU 606, ASU 2016-01 and ASU 2018-02) — — — — — — — 4.4 (36.2) (31.8) Net earnings — — — — — — — — 17.7 17.7 Other comprehensive income — — — — — — — 10.7 — 10.7 Dividends declared: Class A common stock, $0.20/share — — — — — — — — (10.8) (10.8) Class B common stock, $0.20/share — — — — — — — — (15.2) (15.2) Reversed dividend accrual for nonvested PSU's — — — — — — — — 0.7 0.7 RSUs surrendered to pay for payroll taxes — — — — (1.8) — — — — (1.8) Reclassification from temporary equity 27,195 — — — 0.3 — — — — 0.3 Stock-based compensation 354,060 — — — 2.8 — — — — 2.8 Balances March 31, 2018 55,391,415 $ 0.5 75,826,927 $ 0.8 $ 2,242.9 3,232,625 $ (48.2) $ 140.7 $ (251.7) $ 2,085.0 |