Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 03, 2019 | |
Entity Registrant Name | AMC ENTERTAINMENT HOLDINGS, INC. | |
Entity Central Index Key | 0001411579 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Trading Symbol | AMC | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Class A common stock | ||
Entity Common Stock, Shares Outstanding | 52,073,316 | |
Class B common stock | ||
Entity Common Stock, Shares Outstanding | 51,769,784 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues | ||
Revenue | $ 1,200.4 | $ 1,383.6 |
Operating costs and expenses | ||
Operating expenses, excluding depreciation and amortization below | 402.8 | 411.9 |
Rent | 242 | 189.7 |
General and administrative: | ||
Merger, acquisition and transaction costs | 3.3 | 4.7 |
Other, excluding depreciation and amortization below | 46.2 | 44.2 |
Depreciation and amortization | 113 | 130.5 |
Operating costs and expenses | 1,234.1 | 1,273.7 |
Operating income (loss) | (33.7) | 109.9 |
Other expense (income) | ||
Other expense (income) | 29.8 | 1.2 |
Interest expense: | ||
Corporate borrowings | 71.3 | 61.7 |
Capital and financing lease obligations | 2.1 | 10.3 |
Non-cash NCM exhibitor services agreement | 10.2 | 10.5 |
Equity in (earnings) loss of non-consolidated entities | (6.5) | 9 |
Investment (income) expense | (16.1) | (5.2) |
Total other expense | 90.8 | 87.5 |
Earnings (loss) before income taxes | (124.5) | 22.4 |
Income tax provision (benefit) | 5.7 | 4.7 |
Net earnings (loss) | $ (130.2) | $ 17.7 |
Earnings (loss) per share: | ||
Basic | $ (1.25) | $ 0.14 |
Diluted | $ (1.25) | $ 0.14 |
Average shares outstanding: | ||
Basic (in thousands) | 103,783 | 128,046 |
Diluted (in thousands) | 103,783 | 128,046 |
Admissions | ||
Revenues | ||
Revenue | $ 731.5 | $ 875 |
Operating costs and expenses | ||
Operating costs and expenses | 365.3 | 426.5 |
Food and beverage | ||
Revenues | ||
Revenue | 368.8 | 405.8 |
Operating costs and expenses | ||
Operating costs and expenses | 61.5 | 66.2 |
Total other theatre | ||
Revenues | ||
Revenue | $ 100.1 | $ 102.8 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Comprehensive income | ||
Net earnings (loss) for basic earnings (loss) per share | $ (130.2) | $ 17.7 |
Unrealized foreign currency translation adjustment, net of tax | (25.4) | 11.7 |
Realized loss on foreign currency transactions, net of tax | 0.5 | |
Pension and other benefit adjustments: | ||
Net loss arising during the period, net of tax | 0.1 | (1.1) |
Equity method investees' cash flow hedge: | ||
Unrealized net holding gain (loss) arising during the period, net of tax | (0.1) | 0.2 |
Realized net loss (gain) reclassified into equity in earnings of non-consolidated entities, net of tax | (0.1) | |
Other comprehensive income (loss), net of tax | (24.9) | 10.7 |
Total comprehensive income (loss) | $ (155.1) | $ 28.4 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 184.6 | $ 313.3 |
Restricted cash | 10.6 | 10.7 |
Receivables, net | 193.8 | 259.5 |
Other current assets | 162.6 | 197.8 |
Total current assets | 551.6 | 781.3 |
Property, net | 2,600.8 | 3,039.6 |
Operating lease right-of-use assets | 4,809.2 | |
Intangible assets, net | 199 | 352.1 |
Goodwill | 4,787.9 | 4,788.7 |
Deferred tax asset, net | 31 | 28.6 |
Other long-term assets | 493.7 | 505.5 |
Total assets | 13,473.2 | 9,495.8 |
Current liabilities: | ||
Accounts payable | 382.8 | 452.6 |
Accrued expenses and other liabilities | 342.4 | 378.5 |
Deferred revenues and income | 370.1 | 414.8 |
Current maturities of corporate borrowings | 15.2 | 15.2 |
Current maturities of of finance lease liabilities | 11.6 | |
Current maturities of operating lease liabilities | 570.7 | |
Current maturities of corporate borrowings and lease liabilities | 67 | |
Total current liabilities | 1,692.8 | 1,328.1 |
Corporate borrowings | 4,737.7 | 4,707.8 |
Finance lease liability | 117 | 493.2 |
Operating lease liability | 4,826.6 | |
Capital and financing lease obligations | 493.2 | |
Exhibitor services agreement | 561.6 | 564 |
Deferred tax liability, net | 45.8 | 41.6 |
Other long-term liabilities | 188.2 | 963.1 |
Total liabilities | 12,169.7 | 8,097.8 |
Commitments and contingencies | ||
Temporary Equity | ||
Class A common stock (temporary equity) ($.01 par value, 75,712 shares issued; 38,943 shares outstanding as of June 30, 2018 and 112,817 shares issued; 76,048 shares outstanding as of December 31, 2017) | 0.4 | |
Stockholders' equity: | ||
Additional paid-in capital | 2,001.7 | 1,998.4 |
Treasury stock (3,732,625 shares as of June 30, 2018 and 3,232,625 shares as of December 31, 2017 at cost) | (56.4) | (56.4) |
Accumulated other comprehensive income (loss) | (19.4) | 5.5 |
Accumulated earnings | (623.4) | (550.9) |
Total stockholders' equity | 1,303.5 | 1,397.6 |
Total liabilities and stockholders' equity | 13,473.2 | 9,495.8 |
Class A common stock | ||
Stockholders' equity: | ||
Common stock value | 0.5 | 0.5 |
Total stockholders' equity | 0.5 | 0.5 |
Class B common stock | ||
Stockholders' equity: | ||
Common stock value | $ 0.5 | $ 0.5 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Common stock (temporary equity), par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock (temporary equity), shares issued (in shares) | 0 | 75,712 |
Common stock (temporary equity), shares outstanding (in shares) | 0 | 38,943 |
Treasury stock, shares | 3,732,625 | 3,732,625 |
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) | 55,805,941 | 55,401,325 |
Common stock, shares outstanding (in shares) | 52,073,316 | 51,705,469 |
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 | 312,018 |
Common stock, shares issued (in shares) | 51,769,784 | |
Common stock, shares outstanding (in shares) | 51,769,784 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net earnings (loss) | $ (130.2) | $ 17.7 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 113 | 130.5 |
Deferred income taxes | 4.1 | 1.5 |
Amortization of premium on corporate borrowings | 2.2 | (0.9) |
Amortization of deferred charges to interest expense | 4.4 | 3.8 |
Non-cash portion of stock-based compensation | 4 | 2.8 |
Gain on dispositions | (12.9) | (1.2) |
(Gain) loss on disposition | 1.1 | |
Loss on derivative liability | 28.4 | |
Equity in loss from non-consolidated entities, net of distributions | 11.3 | |
NCM held-for-sale impairment loss | 16 | |
Landlord contributions | 35.2 | 42.1 |
Non-cash rent - purchase accounting | 7.6 | |
Deferred rent | (18.1) | (39.3) |
Net periodic benefit cost (credit) | 0.1 | 0.2 |
Change in assets and liabilities, excluding acquisitions: | ||
Receivables | 68.3 | 114 |
Other assets | 14.5 | (3.3) |
Accounts payable | (76.7) | (107.1) |
Accrued expenses and other liabilities | (48) | (28.3) |
Other, net | 5.5 | 4.5 |
Net cash provided by operating activities | 1.4 | 165.4 |
Cash flows from investing activities: | ||
Capital expenditures | (114.8) | (107.3) |
Proceeds from disposition of long-term assets | 17.3 | 3.8 |
Investments in non-consolidated entities, net | (0.1) | (10.7) |
Other, net | (0.9) | (0.6) |
Net cash used in investing activities | (98.5) | (114.8) |
Cash flows from financing activities: | ||
Borrowings under (repayments) Revolving Credit Facility | (3.8) | |
Principal payments under Term Loan | (3.4) | (3.5) |
Principal payments under capital and financing lease obligations | (3.8) | (17.9) |
Cash used to pay dividends | (21.8) | (25.8) |
Taxes paid for restricted unit withholdings | (1.1) | (1.7) |
Purchase of treasury stock | (13.5) | |
Net cash provided by (used in) financing activities | (33.9) | (62.4) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | 2.2 | 6 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (128.8) | (5.8) |
Cash and cash equivalents, and restricted cash at beginning of period | 324 | 318.3 |
Cash and cash equivalents, and restricted cash at end of period | 195.2 | 312.5 |
Cash paid during the period for: | ||
Interest (including amounts capitalized of $0.3 million, $0.3 million, and $0.2 million) | 38.1 | 35.7 |
Income taxes paid, net | 2.5 | 4.5 |
Schedule of non-cash activities: | ||
Investment in NCM (See Note 5-Investments) | 1.4 | (6.3) |
Construction payables at period end | $ 83.8 | 75.8 |
NCM | ||
Cash flows from investing activities: | ||
Proceeds from disposition | $ 3.8 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
Interest, capitalized | $ 0.3 | $ 0.1 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2019 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | NOTE 1—BASIS OF PRESENTATION AMC Entertainment Holdings, Inc. (“Holdings”), through its direct and indirect subsidiaries, including American Multi-Cinema, Inc. and its subsidiaries, (collectively with Holdings, unless the context otherwise requires, the “Company” or “AMC”), is principally involved in the theatrical exhibition business and owns, operates or has interests in theatres located in the United States and Europe. Holdings is an indirect subsidiary of Dalian Wanda Group Co., Ltd. (“Wanda”), a Chinese private conglomerate. As of March 31, 2019, Wanda owned approximately 49.85% of Holdings’ outstanding common stock and 74.89% 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 U.S. 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 period. 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, 2018. The accompanying consolidated balance sheet as of December 31, 2018, which was derived from audited financial statements, and the unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10–Q. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, these interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the Company’s financial position and results of operations. All significant intercompany balances and transactions have been eliminated in consolidation. There are no noncontrolling (minority) interests in the Company’s consolidated subsidiaries; consequently, all of its stockholders’ equity, net earnings and total comprehensive income for the periods presented are attributable to controlling interests. Due to the seasonal nature of the Company’s business, results for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019. The Company manages its business under two reportable segments for its theatrical exhibition operations, U.S. markets and International markets. Accumulated depreciation and amortization: Accumulated depreciation was $1,543.6 million and $1,697.1 million at March 31, 2019 and December 31, 2018, respectively, related to property. Accumulated amortization of intangible assets was $19.0 million and $72.9 million at March 31, 2019 and December 31, 2018, respectively. Other Expense: The following table sets forth the components of other expense: Three Months Ended (In thousands) March 31, 2019 March 31, 2018 Derivative liability fair value adjustment for embedded conversion feature in the Convertible Notes due 2024 $ 13.3 $ — Derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement 15.1 — Loss on GBP forward contract 0.3 — Foreign currency transactions losses 0.5 1.2 Non-operating components of net periodic benefit cost 0.1 — Fees related to modification of term loans 0.2 — Other 0.3 — Total other expense $ 29.8 $ 1.2 Accounting Pronouncements Recently Adopted Leases. The Company adopted the guidance of ASU No. 2016-02, Leases, (“ASC 842”) as of January 1, 2019 using the modified retrospective transition approach with the cumulative effect recognized at the date of initial application. The comparative information in the prior year has not been adjusted and continues to be reported under ASC 840, Leases, which was the accounting standard in effect for that period. ASC 842 requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. See Note 2 — Leases for the required disclosures of the nature, amount, timing, and uncertainty of cash flows arising from leases. Accounting Pronouncements Issued Not Yet Adopted Financial Instruments. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which provides new guidance regarding the measurement and recognition of credit impairment for certain financial assets. Such guidance will impact how the Company determines its allowance for estimated uncollectible receivables and evaluates its available-for-sale investments for impairment. ASU 2016-13 is effective for the Company in the first quarter of 2020. The Company is currently evaluating the effect that ASU 2016-13 will have on its consolidated financial statements and related disclosures. Fair Value Measurement. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework–Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which eliminates, adds, and modifies certain disclosure requirements for fair value measurements as part of its disclosure framework project. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU 2018-13 is effective for the Company in the first quarter of 2020. Early adoption is permitted. The Company is currently evaluating the effect that ASU 2018-13 will have on its fair value measurement disclosures. Cloud Computing Arrangement. In August 2018, the FASB issued ASU 2018-15, Intangibles–Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). ASU 2018-15 requires a customer in a cloud computing arrangement (i.e., hosting arrangement) that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation, setup, and other upfront costs to capitalize as assets or expense as incurred. ASU 2018-15 is effective for the Company in the first quarter of 2020. Early adoption is permitted. Entities have the option to apply the guidance prospectively to all implementation costs incurred after the date of adoption or retrospectively in accordance with ASC 250-10-45. The Company is currently evaluating the effect that ASU 2018-15 will have on its consolidated financial statements. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2019 | |
LEASES | |
LEASES | NOTE 2—LEASES The Company adopted ASC 842 on January 1, 2019 using the modified retrospective transition method; and therefore, the comparative information has not been adjusted for the three months ended March 31, 2018 or as of December 31, 2018. Upon transition to the new standard, the Company elected the package of practical expedients, which permitted the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company leases theatres and equipment under operating and finance leases. The majority of the Company’s operations are conducted in premises occupied under lease agreements with initial base terms ranging generally from 12 to 15 years, with certain leases containing options to extend the leases for up to an additional 20 years. The Company typically does not believe that exercise of the renewal options is reasonably assured at the inception of the lease agreements and, therefore, considers the initial base term as the lease term. Lease terms vary but generally the leases provide for fixed and escalating rentals, contingent escalating rentals based on the Consumer Price Index and other indexes not to exceed certain specified amounts and variable rentals based on a percentage of revenues. The Company often receives contributions from landlords for renovations at existing locations. The Company records the amounts received from landlords as an adjustment to the right-of-use asset and amortizes the balance as a reduction to rent expense over the base term of the lease agreement. Operating lease right-of-use assets and lease liabilities were recognized at commencement date based on the present value of minimum lease payments over the remaining lease term. The minimum lease payments include base rent and other fixed payments, including fixed maintenance costs. The Company’s leases have remaining lease terms of approximately 1 year to 25 years, which may include the option to extend the lease when it is reasonably certain the Company will exercise that option. The present value of the lease payments is calculated using the incremental borrowing rate for operating leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. Operating lease expense is recognized on a straight-line basis over the lease term. The Company’s lease agreements do not contain any material residual value guarantees. Additionally, equipment leases (primarily digital projectors and food and beverage equipment), short-term leases and sublease arrangements are immaterial. The Company elected the practical expedient to not separate lease and non-lease components and also elected the short-term practical expedient for all leases that qualify. As a result, the Company will not recognize right-of-use assets or liabilities for short-term leases that qualify for the short-term practical expedient, but instead will recognize the lease payments as lease cost on a straight-line basis over the lease term. As a result of adopting ASC 842, the Company’s consolidated balance sheet includes additional operating ROU assets and total operating lease liabilities of $4,809.2 million and $5,397.3 million, respectively, at March 31, 2019. The difference between the ROU assets and total lease liabilities upon initial measurement at January 1, 2019, was primarily due to the reclassification of (i) deferred rent, landlord allowances, unfavorable lease balances, and theatre closure liabilities previously recorded in other long-term liabilities, (ii) current portions of theatre closure liabilities previously recorded in accrued expenses and other liabilities; (iii) favorable lease balances previously recorded in intangible assets; and, (iv) prepaid rents recorded in other current assets within the consolidated balance sheets as an offset or addition to the opening ROU asset balances, as required by ASC 842. The following table provides the operating and finance ROU assets and lease liabilities: (In millions) Balance Sheet Classification March 31, 2019 Assets Operating lease right-of-use assets (1) Operating lease right-of-use assets $ 4,809.2 Finance lease right-of-use assets (2) Property, net 97.0 Total leased assets $ 4,906.2 Liabilities Current Operating lease liabilities (1) Current maturities of corporate borrowings and lease liabilities $ 570.7 Finance lease liabilities (2) Current maturities of corporate borrowings and lease liabilities 11.6 Noncurrent Operating lease liabilities (1) Operating lease liabilities 4,826.6 Finance lease liabilities (2) Finance lease liabilities 117.0 Total lease liabilities $ 5,525.9 (1) Included in the operating right-of-use assets and operating lease liabilities are assets and liabilities for leases related to previous build-to-suit failed sale-leaseback transactions, that were derecognized and recorded as a cumulative effect adjustment to accumulated deficit upon adoption of ASC 842. These leases were classified and remeasured at January 1, 2019 as operating right-of-use assets and operating lease liabilities. (2) Corresponding with the adoption of ASC 842, the Company renamed previously classified capital lease assets and capital lease obligations under ASC 840 as finance right-of-use assets and finance lease liabilities, respectively. The Company recognized the finance right-of-use assets and finance lease liabilities on January 1, 2019 at the carrying amount of the capital lease asset and capital lease obligation as of December 31, 2018. The cumulative effect adjustment to accumulated deficit at January 1, 2019 is as follows: Accumulated (In millions) Deficit Balance as of December 31, 2018 $ (550.9) Derecognition of existing assets for certain sale leaseback transactions previously recorded in property, net (405.9) Derecognition of existing liabilities for certain sale leaseback transactions previously recorded in current maturities of corporate borrowings and capital and financing lease obligations 427.5 Derecognition of deferred gains from the sale and leaseback transactions previously recorded in other long-term liabilities 102.4 Difference in fair value compared to the basis of the right-of-use assets for previously impaired asset groups (49.0) Deferred taxes 3.8 Cumulative effect adjustment to accumulated deficit 78.8 Balance as of January 1, 2019 $ (472.1) The following is the impact of the adoption of ASC 842 on the Company’s consolidated income statement for the three months ended March 31, 2019: Three Months Ended March 31, 2019 Without Adoption of U.S. Markets International Markets (In millions) ASC 842 Adjustments Adjustments As Reported Operating costs and expenses Rent (1)(2)(4) $ 211.6 $ 17.4 $ 13.0 $ 242.0 Depreciation and amortization (2)(3) 137.0 (13.4) (10.6) 113.0 Operating costs and expenses 1,227.7 4.0 2.4 1,234.1 Operating income (loss) (27.3) (4.0) (2.4) (33.7) Other expense (income) Interest expense: Capital and financing lease obligations (1) 9.0 (3.3) (3.6) 2.1 Net earnings (loss) (130.7) (0.7) 1.2 (130.2) (1) Cash rent payments for build-to-suit failed sale leasebacks of $11.0 million and $9.9 million for U.S. markets and International markets, respectively, are accounted for as operating leases under ASC 842 that were previously accounted for as financing leases under ASC 840. Corresponding with the adoption of ASC 842, the Company renamed the consolidated statements of operations line item from capital and financing lease obligations to finance lease liabilities. (2) Non-cash amortization expense for favorable lease terms of $4.6 million and $3.1 million, for U.S. markets and international markets, respectively, reclassified to rent expense and amortized over the shorter base lease term under ASC 842. (3) Depreciation on build-to-suit failed sale leaseback buildings that are eliminated upon adoption of ASC 842. (4) Amortization of deferred gains on sale leaseback transactions of $1.8 million for U.S. markets is eliminated upon adoption of ASC 842. The following table reflects the lease costs for the three months ended March 31, 2019: Three Months Ended (In millions) Consolidated Statement of Operations March 31, 2019 Operating lease cost Theatre properties Rent $ 218.9 Theatre properties Operating expense 1.7 Equipment Operating expense 3.5 Office and other General and administrative: other 1.3 Finance lease cost Amortization of finance lease assets Depreciation and amortization 2.7 Interest on lease liabilities Finance lease liabilities 2.1 Variable lease cost Theatre properties Rent 23.0 Equipment Operating expense 10.7 Total lease cost $ 263.9 The following table represents the weighted-average remaining lease term and discount rate as of March 31, 2019: As of March 31, 2019 Weighted Average Weighted Average Remaining Discount Lease Term and Discount Rate Lease Term (years) Rate Operating leases 10.1 Finance leases 12.9 Cash flow and supplemental information is presented below: Three Months Ended (In millions) March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in finance leases $ (2.1) Operating cash flows used in operating leases (236.0) Financing cash flows used in finance leases (3.8) Landlord contributions included in the measurement of ROU assets: Operating cashflows provided by operating leases 35.2 Supplemental disclosure of noncash leasing activities: Right-of-use assets obtained in exchange for new operating lease liabilities (1) 21.0 (1) Includes lease extensions and an option exercise. Minimum annual payments required under existing operating and finance lease liabilities, (net present value thereof) that have initial or remaining non-cancelable terms in excess of one year as of March 31, 2019 are as follows: Operating Lease Financing Lease (In millions) Payments (1)(2) Payments Nine months ended December 31, 2019 $ 685.2 $ 14.8 2020 920.3 19.6 2021 869.7 18.6 2022 805.7 18.0 2023 711.8 14.7 2024 637.7 13.6 Thereafter 3,421.3 92.6 Total lease payments 8,051.7 191.9 Less imputed interest (2,301.7) (63.3) Total $ 5,750.0 $ 128.6 (1) Included in this column upon adoption of ASC 842 are liabilities for leases that were previously classified as build-to-suit failed sale-leaseback transactions that were included in the capital and finance lease obligations columns in the prior year. (2) Included in this column upon adoption of ASC 842 are fixed executory costs that were previously excluded as part of the minimum lease payments. Fixed executory costs, which primarily consist of common area maintenance, insurance and taxes that meet the classification of fixed payments are included as part of the minimum lease payments. The timing of lease commencement is dependent on the landlord providing the Company with control and access to the related facility. Minimum annual payments required under operating lease liabilities and capital and failed sale-leaseback, finance lease obligations, (net present value thereof) that have initial or remaining non-cancelable terms in excess of one year as of December 31, 2018 were as follows: Capital and Finance Lease Obligations Minimum Operating Minimum Lease (In millions) Lease Payments Payments Less Interest Principal 2019 $ 810.2 $ $ $ 2020 801.9 2021 748.9 2022 687.5 2023 597.1 Thereafter 3,367.6 Total minimum payments required $ 7,013.2 $ 769.7 $ 209.4 $ 560.3 During the three months ended March 31, 2018, the Company modified the terms of an existing operating lease to reduce the lease term. The Company received a $35.0 million incentive from the landlord to enter into the new lease agreement. The Company has recorded amortization of the lease incentive as a reduction to rent expense on a straight-line basis over the remaining lease term which reduced rent expense by $24.2 million during the three months ended March 31, 2018. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Mar. 31, 2019 | |
REVENUE RECOGNITION | |
REVENUE RECOGNITION | NOTE 3—REVENUE RECOGNITION Disaggregation of Revenue : Revenue is disaggregated in the following tables by major revenue types and by timing of revenue recognition: Three Months Ended Three Months Ended (In millions) March 31, 2019 March 31, 2018 Major revenue types Admissions $ 731.5 $ 875.0 Food and beverage 368.8 405.8 Other theatre: Advertising 34.5 37.6 Other theatre 65.6 65.2 Other theatre 100.1 102.8 Total revenues $ 1,200.4 $ 1,383.6 Three Months Ended Three Months Ended (In millions) March 31, 2019 March 31, 2018 Timing of revenue recognition Products and services transferred at a point in time $ 1,110.0 $ 1,333.2 Products and services transferred over time (1) 90.4 50.4 Total revenues $ 1,200.4 $ 1,383.6 (1) Amounts primarily include subscription and advertising revenues. The following tables provide the balances of receivables and deferred revenue income: (In millions) March 31, 2019 December 31, 2018 Current assets: Receivables related to contracts with customers $ 99.6 $ 183.2 Miscellaneous receivables 94.2 76.3 Receivables, net $ 193.8 $ 259.5 (In millions) March 31, 2019 December 31, 2018 Current liabilities: Deferred revenue related to contracts with customers $ 366.8 $ 412.8 Miscellaneous deferred income 3.3 2.0 Deferred revenue and income $ 370.1 $ 414.8 The significant changes in contract liabilities with customers included in deferred revenues and income are as follows: Deferred Revenues Related to Contracts (In millions) with Customers Balance as of December 31, 2018 $ 412.8 Cash received in advance (1) 101.6 Customer loyalty rewards accumulated, net of expirations: Admission revenues (2) 7.7 Food and beverage (2) 16.6 Other theatre (2) 3.4 Reclassification to revenue as the result of performance obligations satisfied: Admission revenues (3) (121.6) Food and beverage (3) (22.6) Other theatre (4) (28.9) Disposition of Austria theatres (1.2) Foreign currency translation adjustment (1.0) Balance as of March 31, 2019 $ 366.8 (1) Includes movie tickets, food and beverage, gift cards, exchange tickets, and AMC Stubs ® loyalty membership fees. (2) Amount of rewards accumulated, net of expirations, that are attributed to AMC Stubs ® and other loyalty programs. (3) Amount of rewards redeemed that are attributed to gift cards, exchange tickets, movie tickets, AMC Stubs ® loyalty programs and other loyalty programs. (4) Amounts relate to income from non-redeemed or partially redeemed gift cards, non-redeemed exchange tickets, AMC Stubs ® loyalty membership fees and other loyalty programs. The significant changes to contract liabilities included in the exhibitor services agreement, classified as long-term liabilities in the consolidated balance sheets, are as follows: Exhibitor Services (In millions) Agreement Balance as of December 31, 2018 $ 564.0 Common Unit Adjustment–additions of common units (1) 1.4 Reclassification of the beginning balance to other theatre revenue, as the result of performance obligations satisfied (3.8) Balance as of March 31, 2019 $ 561.6 (1) Represents the fair value amount of the National CineMedia, LLC (“NCM”) common units that were received under the annual Common Unit Adjustment (“CUA”). Such amount will increase the deferred revenues that are being amortized to other theatre revenues over the remainder of the 30-year term of the Exhibitor Service Agreement (“ESA”) ending in February 2037. See Note 5—Investments for further information. Transaction Price Allocated to the Remaining Performance Obligations: The following table includes the amount of NCM ESA, included in deferred revenues and income in the Company’s consolidated balance sheets, that is expected to be recognized as revenues in the future related to performance obligations that are unsatisfied as of March 31, 2019: (In millions) Nine Months Ended Year Ended Year Ended Year Ended Year Ended Year Ended Years Ended Exhibitor services agreement $ 11.9 $ 16.9 $ 18.1 $ 19.5 $ 20.9 $ 22.5 $ 451.8 The total amount of non-redeemed gifts cards and exchange tickets included in deferred revenues and income as of March 31, 2019 was $286.2 million. This will be recognized as revenues as the gift cards and exchange tickets are redeemed or as the non-redeemed gift card and exchange ticket revenues are recognized in proportion to the pattern of actual redemptions, which is estimated to occur over the next 24 months. As of March 31, 2019, the amount of deferred revenue allocated to the AMC Stubs ® loyalty programs included in deferred revenues and income was $54.7 million. The earned points will be recognized as revenue as the points are redeemed, which is estimated to occur over the next 24 months. The annual membership fee is recognized ratably over the one-year membership period. The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less. |
GOODWILL
GOODWILL | 3 Months Ended |
Mar. 31, 2019 | |
GOODWILL | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 4—GOODWILL The following table summarizes the changes in goodwill by reportable operating segment for the three months ended March 31, 2019: (In millions) U.S. Markets International Markets Total Balance as of December 31, 2018 $ 3,072.6 $ 1,716.1 $ 4,788.7 Currency translation adjustment — (0.8) (0.8) Balance as of March 31, 2019 $ 3,072.6 $ 1,715.3 $ 4,787.9 |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Mar. 31, 2019 | |
INVESTMENTS | |
INVESTMENTS | NOTE 5—INVESTMENTS Investments in non-consolidated affiliates and certain other investments accounted for under the equity method generally include all entities in which the Company or its subsidiaries have significant influence, but not more than 50% voting control, and are recorded in the Consolidated Balance Sheets in other long-term assets. Investments in non-consolidated affiliates as of March 31, 2019 include interests in Digital Cinema Implementation Partners, LLC (“DCIP”) of 29.0%, Digital Cinema Distribution Coalition, LLC (“DCDC”) of 14.6%, AC JV, LLC (“AC JV”) owner of Fathom Events, of 32.0%, SV Holdco LLC, owner of Screenvision, 18.4%, and Digital Cinema Media (“DCM”) of 50.0%. The Company also has partnership interests in four U.S. motion picture theatres (“Theatre Partnerships”) and approximately 50.0% interest in 58 theatres in Europe (Nordic theatre JVs) acquired in the Odeon and Nordic acquisitions. Indebtedness held by equity method investees is non-recourse to the Company. Equity in Earnings (Loss) of Non-Consolidated Entities Aggregated condensed financial information of the Company’s significant non-consolidated equity method investment (DCIP) is shown below: Three Months Ended (In millions) March 31, 2019 March 31, 2018 Revenues $ 37.7 $ 121.2 Operating costs and expenses 19.2 102.7 Net earnings $ 18.5 $ 18.5 The components of the Company’s recorded equity in earnings (loss) of non-consolidated entities are as follows: Three Months Ended (In millions) March 31, 2019 March 31, 2018 NCM and NCM, Inc. $ — $ (17.5) Digital Cinema Implementation Partners, LLC 5.6 6.6 Other 0.9 1.9 The Company’s recorded equity in earnings (loss) $ 6.5 $ (9.0) NCM Transaction. In March 2019, the NCM CUA resulted in a positive adjustment of 197,118 common units for the Company. The Company received the units and recorded the common units as an addition to deferred revenues for the ESA at fair value of $1.4 million, based upon a price per share of National CineMedia, Inc. (“NCM, Inc.”)of $7.24 on March 14, 2019. Digital Cinema Media. The Company acquired its equity investment in Digital Cinema Media Ltd (“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 50.0% ownership interest. The Company recorded the following related party transactions with DCM: As of As of (In millions) March 31, 2019 December 31, 2018 Due from DCM for on-screen advertising revenue $ 1.8 $ 2.8 Loan receivable from DCM Three Months Ended (In millions) March 31, 2019 March 31, 2018 DCM screen advertising revenues $ 3.9 $ 1.3 DCIP Transactions. The Company pays equipment rent monthly and records the equipment rental expense on a straight-line basis over 12 years. The Company recorded the following related party transactions with DCIP: As of As of (In millions) March 31, 2019 December 31, 2018 Due from DCIP for warranty expenditures $ 3.5 $ 3.4 Deferred rent liability for digital projectors 0.9 7.8 Three Months Ended (In millions) March 31, 2019 March 31, 2018 Digital equipment rental expense $ 1.1 $ 1.4 AC JV Transactions. The Company recorded the following related party transactions with AC JV: As of As of (In millions) March 31, 2019 December 31, 2018 Due to AC JV for Fathom Events programming 1.3 2.5 Three Months Ended (In millions) March 31, 2019 March 31, 2018 Film exhibition costs: Gross exhibition cost on Fathom Events programming $ 7.3 $ 2.7 Screenvision Transactions. The Company recorded the following related party transactions with Screenvision: As of As of (In millions) March 31, 2019 December 31, 2018 Due from Screenvision for on-screen advertising revenue $ 1.4 $ 2.7 Three Months Ended (In millions) March 31, 2019 March 31, 2018 Screenvision screen advertising revenues $ 3.5 $ 3.7 Nordic JVs. The Company recorded the following related party transactions with the Nordic theatre JVs (“Nordic JVs”): As of As of (In millions) March 31, 2019 December 31, 2018 Due from Nordic JVs $ 3.5 $ 2.6 Due to Nordic JVs for management services 2.3 1.7 |
CORPORATE BORROWINGS
CORPORATE BORROWINGS | 3 Months Ended |
Mar. 31, 2019 | |
CORPORATE BORROWINGS | |
CORPORATE BORROWINGS AND CAPITAL AND FINANCING LEASE OBLIGATIONS | NOTE 6—CORPORATE BORROWINGS A summary of the carrying value of corporate borrowings and capital and finance lease obligations is as follows: (In millions) March 31, 2019 December 31, 2018 Odeon Revolving Credit Facility Due 2022 (2.5% + Base Rate of 0.75% as of March 31, 2019) $ 8.2 $ 11.9 Senior Secured Credit Facility-Term Loan due 2022 (4.7338% as of March 31, 2019) 852.0 854.2 Senior Secured Credit Facility-Term Loan due 2023 (4.7338% as of March 31, 2019) 490.0 491.2 6.0% Senior Secured Notes due 2023 230.0 230.0 2.95% Senior Unsecured Convertible Notes due 2024 600.0 600.0 5.0% Promissory Note payable to NCM due 2019 1.3 1.3 5.875% Senior Subordinated Notes due 2022 375.0 375.0 6.375% Senior Subordinated Notes due 2024 (£500 million par value) 652.1 634.1 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 475.0 475.0 Finance lease obligations 128.6 Debt issuance costs (101.3) (104.4) Net discounts (61.7) (64.4) Derivative liability 37.3 24.0 4,881.5 5,283.2 Less: Current maturities corporate borrowings (15.2) (15.2) Current maturities finance lease obligations (11.6) — Current maturities capital and financing lease obligations — (67.0) $ 4,854.7 $ 5,201.0 Senior Unsecured Convertible Notes due 2024 Carrying value (in millions) as of March 31, 2019: Carrying Value Carrying Value as of Increase to as of December 31, 2018 Net Loss March 31, 2019 Principal balance $ $ — $ 600.0 Discount (86.7) 3.1 (83.6) Debt issuance costs (13.0) 0.4 (12.6) Derivative liability 24.0 13.3 37.3 Carrying Value $ 524.3 $ 16.8 $ 541.1 On September 14, 2018, the Company issued $600.0 million aggregate principal amount of its 2.95% Senior Unsecured Convertible Notes due 2024 (the "Convertible Notes due 2024"). The Convertible Notes due 2024 mature on September 15, 2024, subject to earlier conversion by the holders thereof, repurchase by the Company at the option of the holders or redemption by the Company upon the occurrence of certain contingencies, as discussed below. Upon maturity, the $600.0 million principal amount of the Convertible Notes due 2024 will be payable in cash. The Company will pay interest in cash on the Convertible Notes due 2024 at 2.95% per annum, semi-annually in arrears on September 15th and March 15th, commencing on March 15, 2019. The Company used the net proceeds from the sale of the Convertible Notes due 2024 to repurchase and retire 24,057,143 shares of Class B common stock held by Wanda for $17.50 per share or approximately $421.0 million, associated legal fees of $2.6 million, and to pay a special dividend of $1.55 per share of Class A common stock and Class B common stock, or approximately $160.5 million on September 28, 2018 to shareholders of record on September 25, 2018. The Company bifurcated the conversion feature from the principal balance of the Convertible Notes due 2024 as a derivative liability because (1) a conversion feature is not clearly and closely related to the debt instrument and the reset of the conversion price discussed in the following paragraph causes the conversion feature to not be considered indexed to the Company’s equity, (2) the conversion feature standing alone meets the definition of a derivative, and (3) the Convertible Notes due 2024 are not remeasured at fair value each reporting period with changes in fair value recorded in the consolidated statement of operations. The derivative liability of $90.4 million is offset by a discount to the principal balance and is amortized to interest expense resulting in an effective rate of 5.98% over the term of the Convertible Notes due 2024. The Company also recorded debt issuance costs of approximately $13.6 million related to the issuance of the Convertible Notes due 2024 and will amortize those costs to interest expense under the effective interest method over the term of the Convertible Notes due 2024. The Company recorded interest expense for the three months ended March 31, 2019 of $8.0 million. The derivative liability is remeasured at fair value each reporting period with changes in fair value recorded in the consolidated statement of operations as other expense or income. See Note 9 — Fair Value Measurements for a discussion of the valuation methodology. For the three months ended March 31, 2019, this resulted in a charge of $13.3 million. The if-converted value of the Convertible Notes due 2024 is less than the principal balance by approximately $129.8 million as of March 31, 2019 based on the closing price per share of the Company’s common stock of $14.85 per share. The Convertible Notes due 2024 are generally not convertible to equity in the first year after issuance. Upon conversion by a holder thereof, the Company shall deliver, at its election, either cash, shares of the Company’s Class A common stock or a combination of cash and shares of the Company’s Class A common stock at a conversion rate of 52.7704 per $1,000 principal amount of the Convertible Notes due 2024 (which represents an initial conversion price of $18.95), in each case subject to customary anti-dilution adjustments. As of March 31, 2019, the $600.0 million principal balance of the Convertible Notes due 2024 would be convertible into 31,662,269 shares of Class A common stock. In addition to typical anti-dilution adjustments, in the event that the then-applicable conversion price is greater than 120% of the average of the volume-weighted average price of the Company’s Class A common stock for the ten days prior to the second anniversary of issuance (the “Reset Conversion Price”), the conversion price for the Convertible Notes due 2024 is subject to a reset provision that would adjust the conversion price downward to such Reset Conversion Price. However, this conversion price reset provision is subject to a conversion price floor such that the shares of the Company’s Class A common stock issuable upon conversion would not exceed 30% of the Company’s then outstanding fully-diluted share capital after giving effect to the conversion. In addition, a trigger of the reset provision would result in up to 5,666,000 shares of the Company’s Class B common stock held by Wanda becoming subject to forfeiture and retirement by the Company at no additional cost pursuant to the stock repurchase agreement between the Company and Wanda discussed in Note 7 — Stockholders’ Equity. This cancellation agreement is a contingent call option for the forfeiture shares, which is a freestanding derivative measured at fair value on a recurring basis. The feature is contingent on the same reset of the conversion price which is part of the conversion feature. The initial derivative asset of $10.7 million is offset by a credit to stockholders’ equity related to the Class B common stock purchase and cancellation. The forfeiture shares feature is not clearly and closely related to the Convertible Notes due 2024 host and it is bifurcated and accounted for as a derivative asset measured at fair value through earnings each reporting period with changes in fair value recorded in the consolidated statement of operations as other expense or income. See Note 9 – Fair Value Measurements for a discussion of the valuation methodology. For the three months ended March 31, 2019, this resulted in other expense of $15.4 million. Additionally, the conversion rate will be adjusted if any cash dividend or distribution is made to all or substantially all holders of the Company’s common stock (other than the special dividend referenced above and a regular, quarterly cash dividend that does not exceed $0.20 per share until the second anniversary of issuance and $0.10 per share thereafter). Any Convertible Notes due 2024 that are converted in connection with a Make-Whole Fundamental Change (as defined in the Indenture (the “Indenture”) governing the Convertible Notes due 2024) are, under certain circumstances, entitled to an increase in the conversion rate. The Company has the option to redeem the Convertible Notes due 2024 for cash on or after the fifth anniversary of issuance at par if the price for the Company’s Class A common stock is equal to or greater than 150% of the then applicable conversion price for 20 or more trading days out of a consecutive 30 day trading period (including the final three trading days), at which time the holders have the option to convert. The Company also has the option to redeem the Convertible Notes due 2024, between the second and third anniversary of issuance, if the reset provision described above is triggered at a redemption price in cash that would result in the noteholders realizing a 15% IRR from the date of issuance regardless of when any particular noteholder acquired its Convertible Notes due 2024. The Company also bifurcated this redemption feature from the principal balance of the Convertible Notes due 2024 and considered it as a part of the overall fair value of the derivative liability. During the three months ended March 31, 2019, the Company recorded a charge to other expense for $13.3 million as an increase in fair value of its derivative liability for the Convertible Notes due 2024. With certain exceptions, upon a change of control of the Company or if the Company’s Class A common stock is not listed for trading on The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market, the holders of the Convertible Notes due 2024 may require that the Company repurchase in cash all or part of the principal amount of the Convertible Notes due 2024 at a purchase price equal to the principal amount plus accrued and unpaid interest up to, but excluding, the date of repurchase. The Indenture includes restrictive covenants that, subject to specified exceptions and parameters, limit the ability of the Company to incur additional debt and limit the ability of the Company to incur liens with respect to the Company’s senior subordinated notes or any debt incurred to refinance the Company’s senior subordinated notes. The Indenture also includes customary events of default, which may result in the acceleration of the maturity of the Convertible Notes due 2024 under the Indenture. The Convertible Notes due 2024 are general unsecured senior obligations of the Company and are fully and unconditionally guaranteed on a joint and several senior unsecured basis by all the Company’s existing and future domestic restricted subsidiaries that guarantee its other indebtedness. On September 14, 2018, in connection with the issuance of the Convertible Notes due 2024, the Company entered into an investment agreement (the “Investment Agreement”) providing for, among other things, registration rights with respect to the Convertible Notes due 2024 and the shares of Class A common stock underlying the Convertible Notes due 2024. Subject to the terms of the Investment Agreement, the Company was required to file a registration statement with the SEC not later than three months from the issuance date of the Convertible Notes in order to provide for resales of the Convertible Notes due 2024 and the shares of Class A common stock underlying the Convertible Notes to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The Company filed a registration statement with the SEC on December 14, 2018 to fulfill this requirement. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2019 | |
STOCKHOLDERS' EQUITY | |
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 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2019 | |
INCOME TAXES | |
INCOME TAXES | NOTE 8—INCOME TAXES The Company’s worldwide effective income tax rate is based on expected income, statutory rates, valuation allowances against deferred tax assets 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. The Company recognizes income tax-related interest expense and penalties as income tax expense and general and administrative expense, respectively. At March 31, 2019 and December 31, 2018, the Company has net deferred tax liabilities of $14.8 million and $13.0 million, respectively. During the fourth quarter of 2017, the Company determined that it was appropriate to record a valuation allowance against U.S. deferred tax assets. In addition, several international jurisdictions carry valuation allowances against their deferred tax assets. As a result, the effective tax rate for the period ended March 31, 2019 reflects the impact of these valuation allowances against U.S. and international deferred tax assets generated during the three month period. For the remainder of 2019, the Company anticipates income tax expense will relate solely to domestic state tax expense and international tax expense incurred in certain profitable jurisdictions. 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, including 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, among others. The projected worldwide effective tax rate based on annual projected earnings for the year ending December 31, 2019 is (6.1)%. The actual effective rate for the three months ended March 31, 2019 was (4.5)%. The Company’s consolidated tax rate for the three months ended March 31, 2019 differs from the U.S. statutory tax rate primarily due to the valuation allowances in U.S. and foreign jurisdictions, foreign tax rate differences, federal and state tax credits partially offset by state income taxes, permanent differences related to interest, compensation, and other discrete items. Tax contingencies and other income tax liabilities were $25.6 million and $22.0 million as of March 31, 2019 and December 31, 2018, 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’s operations in certain jurisdictions outside of the U.S. remain subject to examination for tax years 2012 to 2018, 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. 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. While the Tax Reform Act provides for a territorial tax system, beginning in 2018, it includes the global intangible low-taxed income (“GILTI”) provisions. The GILTI provisions require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. For 2019, the Company does not anticipate a GILTI inclusion. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2019 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9—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 and liabilities carried at fair value on a recurring basis as of March 31, 2019: Fair Value Measurements at March 31, 2019 Using Significant Total Carrying Quoted prices in Significant other unobservable Value at active market observable inputs inputs (In millions) March 31, 2019 (Level 1) (Level 2) (Level 3) Other long-term assets: Money market mutual funds $ 0.5 $ 0.5 $ — $ — Derivative asset 40.6 — — 40.6 Investments measured at net asset value (1) 10.9 — — — Equity securities, available-for-sale: Investment in NCM 1.4 1.4 — — Total assets at fair value $ 53.4 $ 1.9 $ — $ 40.6 Corporate Borrowings: Derivative liability $ 37.3 $ — $ — $ 37.3 Total liabilities at fair value $ 37.3 $ — $ — $ 37.3 (1) The investments relate to a non-qualified deferred compensation arrangement on behalf of certain members of 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. See Note 10 — Accumulated Other Comprehensive Income for the unrealized gain on the equity securities recorded in accumulated other comprehensive income. On September 14, 2018, the Company issued Convertible Notes due 2024 with a conversion feature that gave rise to an embedded derivative instrument and a stock purchase and cancellation agreement that gave rise to a derivative asset (See Note 6 — Corporate Borrowings). The derivative features have been valued using a Monte Carlo simulation approach. The Monte Carlo simulation approach consists of simulated common stock prices from the valuation date to the maturity of the Convertible Notes and to September 14, 2020 for the contingent call option for forfeiture shares. Increases or decreases in the Company’s share price, the volatility of the share price, the passage of time, risk-free interest rate, discount yield, and dividend yield will all impact the value of the derivative instruments. The Company re-values the derivative instruments at the end of each reporting period and any changes are recorded in other expense (income) in the consolidated statements of operations. Other Fair Value Measurement Disclosures. The Company is required to disclose the fair value of financial instruments that are not recognized at fair value in the statement of financial position for which it is practicable to estimate that value: Fair Value Measurements at March 31, 2019 Using Significant other Significant Total Carrying Quoted prices in observable unobservable Value at active market inputs inputs (In millions) March 31, 2019 (Level 1) (Level 2) (Level 3) Current maturities of corporate borrowings $ 15.2 $ — $ 14.0 $ 1.4 Corporate borrowings 4,737.7 — 4,112.3 515.4 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. On September 14, 2018, the Company issued $600.0 million of Convertible Notes due 2024. These notes were issued by private placement, as such there is no observable market for these Convertible Notes. The Company valued these notes at principal value less a discount reflecting a market yield to maturity. See Note 6 — Corporate Borrowings for further information. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME | 3 Months Ended |
Mar. 31, 2019 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | NOTE 10—ACCUMULATED OTHER COMPREHENSIVE INCOME The following table presents the change in accumulated other comprehensive income by component: Unrealized Net Unrealized Net Pension and Gain from Gain from Equity Foreign Other Marketable Method Investees’ (In millions) Currency Benefits (1) Securities Cash Flow Hedge Total Balance, December 31, 2018 $ 7.2 $ (1.8) $ — $ 0.1 $ 5.5 Other comprehensive income (loss) before reclassifications (25.4) 0.1 — (0.1) (25.4) Amounts reclassified from accumulated other comprehensive income 0.5 — — — 0.5 Balance, March 31, 2019 $ (17.7) $ (1.7) $ — $ — $ (19.4) The tax effects allocated to each component of other comprehensive income (loss) during the three months ended March 31, 2019 and March 31, 2018 are as follows: Three Months Ended March 31, 2019 March 31, 2018 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) $ (25.4) $ — $ (25.4) $ 11.4 $ 0.3 $ 11.7 Realized loss on foreign currency transactions 0.5 — 0.5 — — — Pension and other benefit adjustments: Net gain arising during the period 0.1 — 0.1 (1.4) 0.3 (1.1) Equity method investees' cash flow hedge: Unrealized net holding loss arising during the period (0.1) — (0.1) 0.2 — 0.2 Realized net loss reclassified into equity in earnings of non-consolidated entities — — — (0.1) — (0.1) Other comprehensive income (loss) $ (24.9) $ — $ (24.9) $ 10.1 $ 0.6 $ 10.7 (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 | 3 Months Ended |
Mar. 31, 2019 | |
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 and reporting units for its theatrical exhibition operations, U.S. markets and International markets. The International markets reportable segment has operations in or partial interest in theatres in the United Kingdom, Germany, Spain, Italy, Ireland, 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 and other loyalty programs, ticket sales, gift card income and exchange ticket income. The measure of segment profit and loss the Company uses to evaluate performance and allocate its resources is Adjusted EBITDA, as defined in the reconciliation table below. The Company does not report asset information by segment because that information is not used to evaluate the performance of or allocate resources between segments. Below is a breakdown of select financial information by reportable operating segment: Three Months Ended Revenues (In millions) March 31, 2019 March 31, 2018 U.S. markets $ 867.2 $ 982.1 International markets 333.2 401.5 Total revenues $ 1,200.4 $ 1,383.6 Three Months Ended Adjusted EBITDA (1) (In millions) March 31, 2019 March 31, 2018 U.S. markets (2) $ 77.5 $ 208.4 International markets 30.7 69.5 Total Adjusted EBITDA $ 108.2 $ 277.9 (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 its debt indentures. (2) Distributions from NCM are reported entirely within the U.S. markets segment. Three Months Ended Capital Expenditures (In millions) March 31, 2019 March 31, 2018 U.S. markets $ 75.5 $ 71.0 International markets 39.3 36.3 Total capital expenditures $ 114.8 $ 107.3 Financial Information About Geographic Area: Three Months Ended Revenues (In millions) March 31, 2019 March 31, 2018 United States $ 867.2 $ 982.1 United Kingdom 102.1 130.5 Spain 41.4 49.6 Sweden 45.7 60.6 Italy 53.2 60.9 Germany 31.6 32.8 Finland 25.7 28.0 Ireland 8.0 10.5 Other foreign countries 25.5 28.6 Total $ 1,200.4 $ 1,383.6 As of As of Long-term assets, net (In millions) March 31, 2019 December 31, 2018 United States $ 8,989.2 $ 5,826.5 International 3,932.4 2,888.0 Total long-term assets (1) $ 12,921.6 $ 8,714.5 (1) Long-term assets are comprised of property, intangible assets, goodwill, deferred income tax assets and other long-term assets, and for 2019, right-of-use assets. The following table sets forth a reconciliation of net earnings (loss) to Adjusted EBITDA: Three Months Ended (In millions) March 31, 2019 March 31, 2018 Net earnings (loss) $ (130.2) $ 17.7 Plus: Income tax provision 5.7 4.7 Interest expense 83.6 82.5 Depreciation and amortization 113.0 130.5 Certain operating expenses (1) 2.5 3.7 Equity in (earnings) loss of non-consolidated entities (2) (6.5) 9.0 Cash distributions from non-consolidated entities (3) 10.5 24.3 Attributable EBITDA (4) 0.9 2.0 Investment expense (income) (16.1) (5.2) Other expense (income) (5) 29.9 1.2 Non-cash rent - purchase accounting (6) 7.6 — General and administrative — unallocated: Merger, acquisition and transaction costs (7) 3.3 4.7 Stock-based compensation expense (8) 4.0 2.8 Adjusted EBITDA $ 108.2 $ 277.9 (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) During the three months ended March 31, 2019, the Company recorded $5.6 million in earnings from DCIP. During the three months ended March 31, 2018, equity in loss of non-consolidated entities includes a lower of carrying value impairment loss on the held-for-sale portion of NCM of $16.0 million. The impairment charges reflect recording its held-for-sale units and other-than-temporary impaired shares at the publicly quoted per share price on March 31, 2018 of $5.19. Equity in (earnings) loss of non-consolidated entities also includes the surrender (disposition) of a portion of its investment in NCM of $1.1 million during the three months ended March 31, 2018. (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 loss 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 its gift card and package ticket program. Three Months Ended (In millions) March 31, 2019 March 31, 2018 Equity in (earnings) loss of non-consolidated entities $ (6.5) $ 9.0 Less: Equity in (earnings) loss of non-consolidated entities excluding international theatre JV's (6.0) 10.3 Equity in earnings (loss) of International theatre JV's 0.5 1.3 Investment income (0.2) — Depreciation and amortization 0.6 0.7 Attributable EBITDA $ 0.9 $ 2.0 (5) Other expense (income) for the three months ended March 31, 2019 includes a loss of $28.4 million as a result of a decrease in fair value of its derivative asset and an increase in fair value of its derivative liability for the Convertible Notes due 2024, also included are financing losses and financing related foreign currency transaction losses. During the three months ended March 31, 2018, the Company recorded expense of $1.6 million financing related foreign currency transaction losses, partially offset by $0.4 million forward currency contract gains. (6) Reflects amortization of certain intangible assets reclassified from depreciation and amortization to rent expense, due to the adoption of ASC 842. (7) Merger, acquisition and transition costs are excluded as they are non-operating in nature. (8) Stock-based compensation expense is non-cash expense included in general and administrative: other. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 12—COMMITMENTS AND CONTINGENCIES The Company, in the normal course of business, is a party to various ordinary course claims from vendors (including food and beverage suppliers and film distributors), landlords, competitors, and other legal proceedings. If management believes that a loss arising from these actions is probable and can reasonably be estimated, the Company records the amount of the loss, or the minimum estimated liability when the loss is estimated using a range and no point is more probable than another. As additional information becomes available, any potential liability related to these actions is assessed and the estimates are revised, if necessary. Management believes that the ultimate outcome of such matters discussed below, individually and in the aggregate, will not have a material adverse effect on the Company’s financial position or overall trends in results of operations. However, litigation and claims are subject to inherent uncertainties and unfavorable outcomes can occur. An unfavorable outcome might include monetary damages. If an unfavorable outcome were to occur, there exists the possibility of a material adverse impact on the results of operations in the period in which the outcome occurs or in future periods. On January 12, 2018 and January 19, 2018, two putative federal securities class actions, captioned Hawaii Structural Ironworkers Pension Trust Fund v. AMC Entertainment Holdings, Inc., et al. , Case No. 1:18-cv-00299-AJN (the “Hawaii Action”), and Nichols v. AMC Entertainment Holdings, Inc., et al. , Case No. 1:18-cv-00510-AJN (the “Nichols Action,” and together with the Hawaii Action, the “Actions”), respectively, were filed against the Company in the U.S. District Court for the Southern District of New York. The Actions, which name certain of the Company’s officers and directors and, in the case of the Hawaii Action, the underwriters of the Company’s February 8, 2017 secondary public offering, as defendants, asserted claims under some or all of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 with respect to alleged material misstatements and omissions in the registration statement for the secondary public offering and in certain other public disclosures. On May 30, 2018, the court consolidated the Actions and appointed the International Union of Operating Engineers Pension Fund of Eastern Pennsylvania and Delaware as lead plaintiff. On August 13, 2018, lead plaintiff and additional named plaintiff Hawaii Structural Ironworkers Pension Trust Fund (“Plaintiffs”) filed an Amended Class Action Complaint. On November 21, 2018, Plaintiffs filed a Second Amended Class Action Complaint. On January 22, 2019, the defendants moved to dismiss the Second Amended Class Action Complaint. On May 21, 2018, a stockholder derivative complaint, captioned Gantulga v. Aron, et al. , Case No. 2:18-cv-02262-JAR-TJJ (the “Gantulga Action”), was filed against certain of the Company’s officers and directors in the U.S. District Court for the District of Kansas. The Gantulga Action, which was filed on behalf of the Company, asserts claims under Section 14(a) of the Securities Exchange Act of 1934 and for breaches of fiduciary duty and unjust enrichment based on allegations substantially similar to the Actions. On August 27, 2018, defendants and the Company as nominal defendant filed a motion to dismiss or, in the alternative, to transfer the action to the U.S. District Court for the Southern District of New York. On September 17, 2018, plaintiff filed an amended complaint. On October 12, 2018, the parties filed a joint motion to transfer the action to the U.S. District Court for the Southern District of New York, which the court granted on October 15, 2018. When the action was transferred to the Southern District of New York, it was re-captioned Gantulga v. Aron, et al. , Case No. 1:18-cv-10007-AJN. The parties filed a joint stipulation to stay the action, which the court granted on December 17, 2018. On April 22, 2019, a putative stockholder class and derivative complaint, captioned Lao v. Dalian Wanda Group Co., Ltd., et al., C.A. No. 2019-0303-JRS (the “Lao Action”), was filed against certain of the Company’s directors, Dalian Wanda Group Co., Ltd. (“Wanda”), two of Wanda’s affiliates, Silver Lake Group, L.L.C. (“Silver Lake”), and one of Silver Lake’s affiliates in the Delaware Court of Chancery. The Lao Action asserts claims directly, on behalf of a putative class of Company stockholders, and derivatively, on behalf of the Company, for breaches of fiduciary duty and aiding and abetting breaches of fiduciary duty with respect to transactions that the Company entered into with affiliates of Wanda and Silver Lake on September 14, 2018, and the special cash dividend of $1.55 per share of common stock that was payable on September 28, 2018 to the Company’s stockholders of record as of September 25, 2018. The Company remains contingently liable for lease payments under certain leases of theatres that it previously divested, in the event that such assignees are unable to fulfill their future lease payment obligations. Due to the variety of remedies available, the Company believes that if the current tenant defaulted on the leases it would not have a material effect on the Company’s financial condition, results of operations or cash flows. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2019 | |
EARNINGS (LOSS) PER SHARE | |
EARNINGS (LOSS) PER SHARE | NOTE 13—EARNINGS (LOSS) PER SHARE Basic net 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 that have service and performance conditions, if dilutive, as well as potential dilutive shares from the conversion feature of the Convertible Notes due 2024, if dilutive. The following table sets forth the computation of basic and diluted earnings (loss) per common share: Three Months Ended (In millions) March 31, 2019 March 31, 2018 Numerator: Net earnings (loss) for basic earnings (loss) per share $ (130.2) $ 17.7 Net earnings (loss) for diluted earnings (loss) per share $ (130.2) $ 17.7 Denominator (shares in thousands): Weighted average shares for basic earnings (loss) per common share 103,783 128,046 Weighted average shares for diluted earnings (loss) per common share 103,783 128,046 Basic earnings (loss) per common share $ (1.25) $ 0.14 Diluted earnings (loss) per common share $ (1.25) $ 0.14 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 if the end of the reporting period were the end of the contingency period. During the three months ended March 31, 2019, unvested PSU’s of 504,253 at the minimum performance target were not included in the computation of diluted earnings (loss) per share because they would not be issuable if the end of the reporting period were the end of the contingency period and unvested RSU’s of 43,073 were not included in the computation of diluted earnings per share because they would not be issuable if the end of the reporting period were the end of the contingency period or they would be anti-dilutive. During the three months ended March 31, 2018, unvested PSU’s of 371,631 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 months ended March 31, 2018, unvested RSU’s of 911,719 were not included in the computation of diluted loss per share because they would be anti-dilutive. The Company uses the if-converted method for calculating any potential dilutive effect of the Convertible Notes due 2024 that were issued on September 14, 2018. The Company has not adjusted net loss for the three months ended March 31, 2019 to eliminate the interest expense and the loss for the derivative liability related to the Convertible Notes due 2024 of $8.0 million and $13.3 million, respectively in the computation of diluted loss per share because the effects would be anti-dilutive. The Company has not included in diluted weighted average shares approximately 31.7 million shares issuable upon conversion for the three months ended March 31, 2019, as the effects would be anti-dilutive. Based on the current conversion price of $18.95 per share the Convertible Notes due 2024 are convertible into 31,662,269 Class A common shares. |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 3 Months Ended |
Mar. 31, 2019 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | NOTE 14—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 March 31, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 422.2 $ 309.3 $ — $ 731.5 Food and beverage — 225.3 143.5 — 368.8 Other theatre — 58.1 42.0 — 100.1 Total revenues — 705.6 494.8 — 1,200.4 Operating costs and expenses Film exhibition costs — 229.3 136.0 — 365.3 Food and beverage costs — 35.0 26.5 — 61.5 Operating expense, excluding depreciation and amortization — 230.1 172.7 — 402.8 Rent — 141.2 100.8 — 242.0 General and administrative: Merger, acquisition and transaction costs — 1.2 2.1 — 3.3 Other, excluding depreciation and amortization — 27.5 18.7 — 46.2 Depreciation and amortization — 67.2 45.8 — 113.0 Operating costs and expenses — 731.5 502.6 — 1,234.1 Operating loss — (25.9) (7.8) — (33.7) Other expense (income): Equity in net loss of subsidiaries 294.7 198.9 — (493.6) — Other expense 28.9 0.5 0.4 — 29.8 Interest expense: Corporate borrowings 70.8 71.0 0.7 (71.2) 71.3 Capital and financing lease obligations — 0.4 1.7 — 2.1 Non-cash NCM exhibitor service agreement — 10.2 — — 10.2 Intercompany interest expense — — 197.5 (197.5) — Equity in earnings of non-consolidated entities — (6.1) (0.4) — (6.5) Investment income (264.2) (9.6) (11.0) 268.7 (16.1) Total other expense (income) 130.2 265.3 188.9 (493.6) 90.8 Loss before income taxes (130.2) (291.2) (196.7) 493.6 (124.5) Income tax provision — 3.5 2.2 — 5.7 Net loss $ (130.2) $ (294.7) $ (198.9) $ 493.6 $ (130.2) Consolidating Statement of Operations Three Months Ended March 31, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 497.1 $ 377.9 $ — $ 875.0 Food and beverage — 245.7 160.1 — 405.8 Other theatre — 61.0 41.8 — 102.8 Total revenues — 803.8 579.8 — 1,383.6 Operating costs and expenses Film exhibition costs — 260.7 165.8 — 426.5 Food and beverage costs — 36.4 29.8 — 66.2 Operating expense, excluding depreciation and amortization — 225.4 186.5 — 411.9 Rent — 107.5 82.2 — 189.7 General and administrative: Merger, acquisition and transaction costs — 4.0 0.7 — 4.7 Other, excluding depreciation and amortization — 26.3 17.9 — 44.2 Depreciation and amortization — 69.8 60.7 — 130.5 Operating costs and expenses — 730.1 543.6 — 1,273.7 Operating income — 73.7 36.2 — 109.9 Other expense (income): Equity in net earnings of subsidiaries (21.3) (23.3) — 44.6 — Other expense (income) — (0.2) 1.4 — 1.2 Interest expense: Corporate borrowings 60.7 62.7 1.0 (62.7) 61.7 Capital and financing lease obligations — 1.8 8.5 — 10.3 Non-cash NCM exhibitor service agreement — 10.5 — 10.5 Equity in (earnings) loss of non-consolidated entities — 10.1 (1.1) — 9.0 Investment income (57.1) (10.3) (0.5) 62.7 (5.2) Total other expense (income) (17.7) 51.3 9.3 44.6 87.5 Earnings before income taxes 17.7 22.4 26.9 (44.6) 22.4 Income tax provision — 1.1 3.6 — 4.7 Net earnings $ 17.7 $ 21.3 $ 23.3 $ (44.6) $ 17.7 Consolidating Statement of Comprehensive Loss Three Months Ended March 31, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net loss $ (130.2) $ (294.7) $ (198.9) $ 493.6 $ (130.2) Other comprehensive income (loss): Equity in other comprehensive loss of subsidiaries (24.9) (15.6) — 40.5 — Unrealized foreign currency translation adjustment, net of tax — (9.7) (15.7) — (25.4) Realized loss on foreign currency transactions reclassified into other expense, net of tax — 0.5 — — 0.5 Pension and other benefit adjustments: Net gain arising during the period, net of tax — — 0.1 — 0.1 Equity method investees’ cash flow hedge: Unrealized net holding gain arising during the period, net of tax — (0.1) — — (0.1) Other comprehensive loss (24.9) (24.9) (15.6) 40.5 (24.9) Total comprehensive loss $ (155.1) $ (319.6) $ (214.5) $ 534.1 $ (155.1) Consolidating Statement of Comprehensive Income Three Months Ended March 31, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings $ 17.7 $ 21.3 $ 23.3 $ (44.6) $ 17.7 Other comprehensive income (loss): Equity in other comprehensive income (loss) of subsidiaries 10.7 15.8 — (26.5) — Unrealized foreign currency translation adjustment, net of tax — (5.2) 16.9 — 11.7 Pension and other benefit adjustments: Net loss arising during period, net of tax — — (1.1) — (1.1) Equity method investees’ cash flow hedge: Unrealized net holding gain arising during the period, net of tax — 0.2 — — 0.2 Realized net holding gain reclassified to equity in earnings of non-consolidated entities, net of tax — (0.1) — — (0.1) Other comprehensive income 10.7 10.7 15.8 (26.5) 10.7 Total comprehensive income $ 28.4 $ 32.0 $ 39.1 $ (71.1) $ 28.4 Consolidating Balance Sheet As of March 31, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and cash equivalents $ 0.3 $ 91.3 $ 93.0 $ — $ 184.6 Restricted cash — — 10.6 — 10.6 Receivables, net — 107.9 88.2 (2.3) 193.8 Other current assets — 100.9 61.7 — 162.6 Total current assets 0.3 300.1 253.5 (2.3) 551.6 Investment in equity of subsidiaries 630.9 1,251.7 — (1,882.6) — Property, net — 1,495.5 1,105.3 — 2,600.8 Operating right-of-use assets — 2,818.1 1,991.1 — 4,809.2 Intangible assets, net — 126.9 72.1 — 199.0 Intercompany advances 5,433.2 (3,377.7) (2,055.5) — — Goodwill (2.1) 2,422.1 2,367.9 — 4,787.9 Deferred tax asset, net — — 99.7 (68.7) 31.0 Other long-term assets 44.1 310.4 139.2 — 493.7 Total assets $ 6,106.4 $ 5,347.1 $ 3,973.3 $ (1,953.6) $ 13,473.2 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ 248.0 $ 137.1 $ (2.3) $ 382.8 Accrued expenses and other liabilities 59.6 146.2 136.6 — 342.4 Deferred revenues and income — 286.0 84.1 — 370.1 Current maturities of corporate borrowings 13.8 1.4 — — 15.2 Current maturities of finance lease liabilities — 3.2 8.4 — 11.6 Current maturities of operating lease liabilities — 356.6 214.1 — 570.7 Total current liabilities 73.4 1,041.4 580.3 (2.3) 1,692.8 Corporate borrowings 4,729.5 — 8.2 — 4,737.7 Finance lease liabilities — 15.2 101.8 — 117.0 Operating lease liabilities — 2,886.0 1,940.6 4,826.6 Exhibitor services agreement — 561.6 — — 561.6 Deferred tax liability, net — 89.5 25.0 (68.7) 45.8 Other long-term liabilities — 122.5 65.7 — 188.2 Total liabilities 4,802.9 4,716.2 2,721.6 (71.0) 12,169.7 Stockholders’ equity 1,303.5 630.9 1,251.7 (1,882.6) 1,303.5 Total liabilities and stockholders’ equity $ 6,106.4 $ 5,347.1 $ 3,973.3 $ (1,953.6) $ 13,473.2 Consolidating Balance Sheet As of December 31, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and cash equivalents $ 0.3 $ 169.5 $ 143.5 $ — $ 313.3 Restricted cash — — 10.7 — 10.7 Receivables, net — 157.3 106.6 (4.4) 259.5 Other current assets — 120.8 77.0 — 197.8 Total current assets 0.3 447.6 337.8 (4.4) 781.3 Investment in equity of subsidiaries 654.3 1,494.8 — (2,149.1) — Property, net — 1,534.9 1,504.7 — 3,039.6 Intangible assets, net — 209.6 142.5 — 352.1 Intercompany advances 5,427.0 (3,541.1) (1,885.9) — — Goodwill (2.1) 2,422.1 2,368.7 — 4,788.7 Deferred tax asset, net — — 97.3 (68.7) 28.6 Other long-term assets 59.8 307.5 138.2 — 505.5 Total assets $ 6,139.3 $ 2,875.4 $ 2,703.3 $ (2,222.2) $ 9,495.8 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ 301.5 $ 155.6 $ (4.5) $ 452.6 Accrued expenses and other liabilities 31.5 176.4 170.5 0.1 378.5 Deferred revenues and income — 313.0 101.8 — 414.8 Current maturities of corporate borrowings 13.8 1.4 — — 15.2 Current maturities of capital and financing lease obligations — 9.7 57.3 — 67.0 Total current liabilities 45.3 802.0 485.2 (4.4) 1,328.1 Corporate borrowings 4,696.0 — 11.8 — 4,707.8 Capital and financing lease obligations — 63.8 429.4 — 493.2 Exhibitor services agreement — 564.0 — — 564.0 Deferred tax liability, net — 86.4 23.9 (68.7) 41.6 Other long-term liabilities — 704.9 258.2 — 963.1 Total liabilities 4,741.3 2,221.1 1,208.5 (73.1) 8,097.8 Temporary equity 0.4 — — — 0.4 Stockholders’ equity 1,397.6 654.3 1,494.8 (2,149.1) 1,397.6 Total liabilities and stockholders’ equity $ 6,139.3 $ 2,875.4 $ 2,703.3 $ (2,222.2) $ 9,495.8 Consolidating Statement of Cash Flows Three Months Ended March 31, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by operating activities $ 228.0 $ (252.5) $ 25.9 $ — $ 1.4 Cash flows from investing activities: Capital expenditures — (61.4) (53.4) — (114.8) Proceeds from disposition of long-term assets — 0.7 16.6 — 17.3 Investments in non-consolidated entities, net — (0.1) — — (0.1) Other, net — (0.9) — — (0.9) Net cash used in investing activities — (61.7) (36.8) — (98.5) Cash flows from financing activities: Net borrowings under Revolving Credit Facility — — (3.8) — (3.8) Principal payments under Term Loan (3.4) — — — (3.4) Principal payments under capital and financing lease obligations — (0.8) (3.0) — (3.8) Cash used to pay dividends (21.8) — — — (21.8) Taxes paid for restricted unit withholdings (1.1) — — — (1.1) Change in intercompany advances (219.6) 254.4 (34.8) — — Net cash provided by (used in) financing activities (245.9) 253.6 (41.6) — (33.9) Effect of exchange rate changes on cash and cash equivalents and restricted cash 17.9 (17.6) 1.9 — 2.2 Net increase (decrease) in cash and cash equivalents and restricted cash — (78.2) (50.6) — (128.8) Cash and cash equivalents and restricted cash at beginning of period 0.3 169.5 154.2 — 324.0 Cash and cash equivalents and restricted cash at end of period $ 0.3 $ 91.3 $ 103.6 $ — $ 195.2 Consolidating Statement of Cash Flows Three Months Ended March 31, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by operating activities $ 46.8 $ 81.1 $ 37.5 $ — $ 165.4 Cash flows from investing activities: Capital expenditures — (58.5) (48.8) — (107.3) Proceeds from disposition of long-term assets — 0.2 3.6 — 3.8 Investments in non-consolidated entities, net — (10.7) — — (10.7) Other, net — (0.9) 0.3 — (0.6) Net cash used in investing activities — (69.9) (44.9) — (114.8) Cash flows from financing activities: Principal payments under Term Loan (3.5) — — — (3.5) Principal payments under capital and financing lease obligations — (2.5) (15.4) — (17.9) Cash used to pay dividends (25.8) — — — (25.8) Taxes paid for restricted unit withholdings (1.7) — — — (1.7) Purchase of treasury stock (13.5) — — — (13.5) Change in intercompany advances (27.5) (5.5) 33.0 — — Net cash provided by (used in) financing activities (72.0) (8.0) 17.6 — (62.4) Effect of exchange rate changes on cash and cash equivalents and restricted cash 25.2 (25.5) 6.3 — 6.0 Net increase (decrease) in cash and cash equivalents and restricted cash — (22.3) 16.5 — (5.8) Cash and cash equivalents and restricted cash at beginning of period 1.1 85.0 232.2 — 318.3 Cash and cash equivalents and restricted cash at end of period $ 1.1 $ 62.7 $ 248.7 $ — $ 312.5 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2019 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 15—SUBSEQUENT EVENT On April 22, 2019 the Company entered into $2,000.0 million of term loans maturing on April 22, 2026 (the “Term Loan due 2026”) pursuant to the Sixth Amendment to the Senior Secured Credit Facility and extended the maturity of the Revolving Credit Facility to April 22, 2024. The Term Loan due 2026 will bear interest at a rate of LIBOR plus 3.0%. The Company recorded deferred financing costs of approximately $0.8 million and a discount of 0.5% or $10 million related to the Term Loan due 2026 and deferred financing costs of approximately $8.1 million related to the Revolving Credit Facility. The Company used the net proceeds from the Term Loan due 2026 to retire $849.8 million aggregate principle amount of Term Loan due 2022 at par; $488.7 million aggregate principle amount of Term Loan due 2023 at par; $230.0 million aggregate principle amount of 6.00% Senior Secured Notes due 2023 at 104.5% of the principal amount thereof; and to retire $375.0 million aggregate principle amount of 5.875% Senior Subordinated Notes due 2022 at 1.01469% of the principle amount thereof. The Company expects to record a loss on extinguishment of approximately $16 million related to the debt repayments. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
BASIS OF PRESENTATION | |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with U.S. 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 period. 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, 2018. The accompanying consolidated balance sheet as of December 31, 2018, which was derived from audited financial statements, and the unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10–Q. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, these interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the Company’s financial position and results of operations. All significant intercompany balances and transactions have been eliminated in consolidation. There are no noncontrolling (minority) interests in the Company’s consolidated subsidiaries; consequently, all of its stockholders’ equity, net earnings and total comprehensive income for the periods presented are attributable to controlling interests. Due to the seasonal nature of the Company’s business, results for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019. The Company manages its business under two reportable segments for its theatrical exhibition operations, U.S. markets and International markets. |
Accumulated depreciation and amortization | Accumulated depreciation and amortization: Accumulated depreciation was $1,543.6 million and $1,697.1 million at March 31, 2019 and December 31, 2018, respectively, related to property. Accumulated amortization of intangible assets was $19.0 million and $72.9 million at March 31, 2019 and December 31, 2018, respectively. |
Other Expense (Income) | Other Expense: The following table sets forth the components of other expense: Three Months Ended (In thousands) March 31, 2019 March 31, 2018 Derivative liability fair value adjustment for embedded conversion feature in the Convertible Notes due 2024 $ 13.3 $ — Derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement 15.1 — Loss on GBP forward contract 0.3 — Foreign currency transactions losses 0.5 1.2 Non-operating components of net periodic benefit cost 0.1 — Fees related to modification of term loans 0.2 — Other 0.3 — Total other expense $ 29.8 $ 1.2 |
Accounting Pronouncements Recently Adopted | Accounting Pronouncements Recently Adopted Leases. The Company adopted the guidance of ASU No. 2016-02, Leases, (“ASC 842”) as of January 1, 2019 using the modified retrospective transition approach with the cumulative effect recognized at the date of initial application. The comparative information in the prior year has not been adjusted and continues to be reported under ASC 840, Leases, which was the accounting standard in effect for that period. ASC 842 requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. See Note 2 — Leases for the required disclosures of the nature, amount, timing, and uncertainty of cash flows arising from leases. Accounting Pronouncements Issued Not Yet Adopted Financial Instruments. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which provides new guidance regarding the measurement and recognition of credit impairment for certain financial assets. Such guidance will impact how the Company determines its allowance for estimated uncollectible receivables and evaluates its available-for-sale investments for impairment. ASU 2016-13 is effective for the Company in the first quarter of 2020. The Company is currently evaluating the effect that ASU 2016-13 will have on its consolidated financial statements and related disclosures. Fair Value Measurement. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework–Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which eliminates, adds, and modifies certain disclosure requirements for fair value measurements as part of its disclosure framework project. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU 2018-13 is effective for the Company in the first quarter of 2020. Early adoption is permitted. The Company is currently evaluating the effect that ASU 2018-13 will have on its fair value measurement disclosures. Cloud Computing Arrangement. In August 2018, the FASB issued ASU 2018-15, Intangibles–Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). ASU 2018-15 requires a customer in a cloud computing arrangement (i.e., hosting arrangement) that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation, setup, and other upfront costs to capitalize as assets or expense as incurred. ASU 2018-15 is effective for the Company in the first quarter of 2020. Early adoption is permitted. Entities have the option to apply the guidance prospectively to all implementation costs incurred after the date of adoption or retrospectively in accordance with ASC 250-10-45. The Company is currently evaluating the effect that ASU 2018-15 will have on its consolidated financial statements. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
BASIS OF PRESENTATION | |
Schedule of Components of Other Expense | Three Months Ended (In thousands) March 31, 2019 March 31, 2018 Derivative liability fair value adjustment for embedded conversion feature in the Convertible Notes due 2024 $ 13.3 $ — Derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement 15.1 — Loss on GBP forward contract 0.3 — Foreign currency transactions losses 0.5 1.2 Non-operating components of net periodic benefit cost 0.1 — Fees related to modification of term loans 0.2 — Other 0.3 — Total other expense $ 29.8 $ 1.2 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
LEASES | |
Schedule of operating and finance ROU assets and lease liabilities | (In millions) Balance Sheet Classification March 31, 2019 Assets Operating lease right-of-use assets (1) Operating lease right-of-use assets $ 4,809.2 Finance lease right-of-use assets (2) Property, net 97.0 Total leased assets $ 4,906.2 Liabilities Current Operating lease liabilities (1) Current maturities of corporate borrowings and lease liabilities $ 570.7 Finance lease liabilities (2) Current maturities of corporate borrowings and lease liabilities 11.6 Noncurrent Operating lease liabilities (1) Operating lease liabilities 4,826.6 Finance lease liabilities (2) Finance lease liabilities 117.0 Total lease liabilities $ 5,525.9 (1) Included in the operating right-of-use assets and operating lease liabilities are assets and liabilities for leases related to previous build-to-suit failed sale-leaseback transactions, that were derecognized and recorded as a cumulative effect adjustment to accumulated deficit upon adoption of ASC 842. These leases were classified and remeasured at January 1, 2019 as operating right-of-use assets and operating lease liabilities. (2) Corresponding with the adoption of ASC 842, the Company renamed previously classified capital lease assets and capital lease obligations under ASC 840 as finance right-of-use assets and finance lease liabilities, respectively. The Company recognized the finance right-of-use assets and finance lease liabilities on January 1, 2019 at the carrying amount of the capital lease asset and capital lease obligation as of December 31, 2018. |
Schedule of lease impact on the income statement | Three Months Ended March 31, 2019 Without Adoption of U.S. Markets International Markets (In millions) ASC 842 Adjustments Adjustments As Reported Operating costs and expenses Rent (1)(2)(4) $ 211.6 $ 17.4 $ 13.0 $ 242.0 Depreciation and amortization (2)(3) 137.0 (13.4) (10.6) 113.0 Operating costs and expenses 1,227.7 4.0 2.4 1,234.1 Operating income (loss) (27.3) (4.0) (2.4) (33.7) Other expense (income) Interest expense: Capital and financing lease obligations (1) 9.0 (3.3) (3.6) 2.1 Net earnings (loss) (130.7) (0.7) 1.2 (130.2) (1) Cash rent payments for build-to-suit failed sale leasebacks of $11.0 million and $9.9 million for U.S. markets and International markets, respectively, are accounted for as operating leases under ASC 842 that were previously accounted for as financing leases under ASC 840. Corresponding with the adoption of ASC 842, the Company renamed the consolidated statements of operations line item from capital and financing lease obligations to finance lease liabilities. (2) Non-cash amortization expense for favorable lease terms of $4.6 million and $3.1 million, for U.S. markets and international markets, respectively, reclassified to rent expense and amortized over the shorter base lease term under ASC 842. (3) Depreciation on build-to-suit failed sale leaseback buildings that are eliminated upon adoption of ASC 842. (4) Amortization of deferred gains on sale leaseback transactions of $1.8 million for U.S. markets is eliminated upon adoption of ASC 842. |
Schedule of components of lease costs | Three Months Ended (In millions) Consolidated Statement of Operations March 31, 2019 Operating lease cost Theatre properties Rent $ 218.9 Theatre properties Operating expense 1.7 Equipment Operating expense 3.5 Office and other General and administrative: other 1.3 Finance lease cost Amortization of finance lease assets Depreciation and amortization 2.7 Interest on lease liabilities Finance lease liabilities 2.1 Variable lease cost Theatre properties Rent 23.0 Equipment Operating expense 10.7 Total lease cost $ 263.9 |
Schedule of weighted average remaining lease term and discount rate | As of March 31, 2019 Weighted Average Weighted Average Remaining Discount Lease Term and Discount Rate Lease Term (years) Rate Operating leases 10.1 Finance leases 12.9 |
Schedule of cash flow and supplemental information | Three Months Ended (In millions) March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in finance leases $ (2.1) Operating cash flows used in operating leases (236.0) Financing cash flows used in finance leases (3.8) Landlord contributions included in the measurement of ROU assets: Operating cashflows provided by operating leases 35.2 Supplemental disclosure of noncash leasing activities: Right-of-use assets obtained in exchange for new operating lease liabilities (1) 21.0 |
Schedule of minimum annual payments required under exixting leases | Operating Lease Financing Lease (In millions) Payments (1)(2) Payments Nine months ended December 31, 2019 $ 685.2 $ 14.8 2020 920.3 19.6 2021 869.7 18.6 2022 805.7 18.0 2023 711.8 14.7 2024 637.7 13.6 Thereafter 3,421.3 92.6 Total lease payments 8,051.7 191.9 Less imputed interest (2,301.7) (63.3) Total $ 5,750.0 $ 128.6 (1) Included in this column upon adoption of ASC 842 are liabilities for leases that were previously classified as build-to-suit failed sale-leaseback transactions that were included in the capital and finance lease obligations columns in the prior year. (2) Included in this column upon adoption of ASC 842 are fixed executory costs that were previously excluded as part of the minimum lease payments. Fixed executory costs, which primarily consist of common area maintenance, insurance and taxes that meet the classification of fixed payments are included as part of the minimum lease payments. |
Schedule of minimum annual payments required under leases | Capital and Finance Lease Obligations Minimum Operating Minimum Lease (In millions) Lease Payments Payments Less Interest Principal 2019 $ 810.2 $ $ $ 2020 801.9 2021 748.9 2022 687.5 2023 597.1 Thereafter 3,367.6 Total minimum payments required $ 7,013.2 $ 769.7 $ 209.4 $ 560.3 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
REVENUE RECOGNITION | |
Schedule of disaggregated revenue | Three Months Ended Three Months Ended (In millions) March 31, 2019 March 31, 2018 Major revenue types Admissions $ 731.5 $ 875.0 Food and beverage 368.8 405.8 Other theatre: Advertising 34.5 37.6 Other theatre 65.6 65.2 Other theatre 100.1 102.8 Total revenues $ 1,200.4 $ 1,383.6 Three Months Ended Three Months Ended (In millions) March 31, 2019 March 31, 2018 Timing of revenue recognition Products and services transferred at a point in time $ 1,110.0 $ 1,333.2 Products and services transferred over time (1) 90.4 50.4 Total revenues $ 1,200.4 $ 1,383.6 (1) Amounts primarily include subscription and advertising revenues. |
Schedule of contract balances | (In millions) March 31, 2019 December 31, 2018 Current assets: Receivables related to contracts with customers $ 99.6 $ 183.2 Miscellaneous receivables 94.2 76.3 Receivables, net $ 193.8 $ 259.5 (In millions) March 31, 2019 December 31, 2018 Current liabilities: Deferred revenue related to contracts with customers $ 366.8 $ 412.8 Miscellaneous deferred income 3.3 2.0 Deferred revenue and income $ 370.1 $ 414.8 |
Schedule of changes in customer contracts | Deferred Revenues Related to Contracts (In millions) with Customers Balance as of December 31, 2018 $ 412.8 Cash received in advance (1) 101.6 Customer loyalty rewards accumulated, net of expirations: Admission revenues (2) 7.7 Food and beverage (2) 16.6 Other theatre (2) 3.4 Reclassification to revenue as the result of performance obligations satisfied: Admission revenues (3) (121.6) Food and beverage (3) (22.6) Other theatre (4) (28.9) Disposition of Austria theatres (1.2) Foreign currency translation adjustment (1.0) Balance as of March 31, 2019 $ 366.8 (1) Includes movie tickets, food and beverage, gift cards, exchange tickets, and AMC Stubs ® loyalty membership fees. (2) Amount of rewards accumulated, net of expirations, that are attributed to AMC Stubs ® and other loyalty programs. (3) Amount of rewards redeemed that are attributed to gift cards, exchange tickets, movie tickets, AMC Stubs ® loyalty programs and other loyalty programs. (4) Amounts relate to income from non-redeemed or partially redeemed gift cards, non-redeemed exchange tickets, AMC Stubs ® loyalty membership fees and other loyalty programs. The significant changes to contract liabilities included in the exhibitor services agreement, classified as long-term liabilities in the consolidated balance sheets, are as follows: Exhibitor Services (In millions) Agreement Balance as of December 31, 2018 $ 564.0 Common Unit Adjustment–additions of common units (1) 1.4 Reclassification of the beginning balance to other theatre revenue, as the result of performance obligations satisfied (3.8) Balance as of March 31, 2019 $ 561.6 (1) Represents the fair value amount of the National CineMedia, LLC (“NCM”) common units that were received under the annual Common Unit Adjustment (“CUA”). Such amount will increase the deferred revenues that are being amortized to other theatre revenues over the remainder of the 30-year term of the Exhibitor Service Agreement (“ESA”) ending in February 2037. See Note 5—Investments for further information. |
Schedule of components of liabilities included in the exhibitor services agreement | (In millions) Nine Months Ended Year Ended Year Ended Year Ended Year Ended Year Ended Years Ended Exhibitor services agreement $ 11.9 $ 16.9 $ 18.1 $ 19.5 $ 20.9 $ 22.5 $ 451.8 |
GOODWILL (Tables)
GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
GOODWILL | |
Schedule of Activity of Goodwill | (In millions) U.S. Markets International Markets Total Balance as of December 31, 2018 $ 3,072.6 $ 1,716.1 $ 4,788.7 Currency translation adjustment — (0.8) (0.8) Balance as of March 31, 2019 $ 3,072.6 $ 1,715.3 $ 4,787.9 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Investments | |
Schedule of Condensed Financial Information of Non-consolidated Equity Method Investments | Three Months Ended (In millions) March 31, 2019 March 31, 2018 Revenues $ 37.7 $ 121.2 Operating costs and expenses 19.2 102.7 Net earnings $ 18.5 $ 18.5 |
Schedule of Components of Recorded Equity in Earnings (Losses) of Non-consolidated Entities | Three Months Ended (In millions) March 31, 2019 March 31, 2018 NCM and NCM, Inc. $ — $ (17.5) Digital Cinema Implementation Partners, LLC 5.6 6.6 Other 0.9 1.9 The Company’s recorded equity in earnings (loss) $ 6.5 $ (9.0) |
DCM | |
Investments | |
Schedule of Transactions | As of As of (In millions) March 31, 2019 December 31, 2018 Due from DCM for on-screen advertising revenue $ 1.8 $ 2.8 Loan receivable from DCM Three Months Ended (In millions) March 31, 2019 March 31, 2018 DCM screen advertising revenues $ 3.9 $ 1.3 |
DCIP | |
Investments | |
Schedule of Transactions | As of As of (In millions) March 31, 2019 December 31, 2018 Due from DCIP for warranty expenditures $ 3.5 $ 3.4 Deferred rent liability for digital projectors 0.9 7.8 Three Months Ended (In millions) March 31, 2019 March 31, 2018 Digital equipment rental expense $ 1.1 $ 1.4 |
ACJV LLC | |
Investments | |
Schedule of Transactions | As of As of (In millions) March 31, 2019 December 31, 2018 Due to AC JV for Fathom Events programming 1.3 2.5 Three Months Ended (In millions) March 31, 2019 March 31, 2018 Film exhibition costs: Gross exhibition cost on Fathom Events programming $ 7.3 $ 2.7 |
Screenvision | |
Investments | |
Schedule of Transactions | As of As of (In millions) March 31, 2019 December 31, 2018 Due from Screenvision for on-screen advertising revenue $ 1.4 $ 2.7 Three Months Ended (In millions) March 31, 2019 March 31, 2018 Screenvision screen advertising revenues $ 3.5 $ 3.7 |
Nordic | |
Investments | |
Schedule of Transactions | As of As of (In millions) March 31, 2019 December 31, 2018 Due from Nordic JVs $ 3.5 $ 2.6 Due to Nordic JVs for management services 2.3 1.7 |
CORPORATE BORROWINGS (Tables)
CORPORATE BORROWINGS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Summary of the carrying value of corporate borrowings and capital and financing lease obligations | (In millions) March 31, 2019 December 31, 2018 Odeon Revolving Credit Facility Due 2022 (2.5% + Base Rate of 0.75% as of March 31, 2019) $ 8.2 $ 11.9 Senior Secured Credit Facility-Term Loan due 2022 (4.7338% as of March 31, 2019) 852.0 854.2 Senior Secured Credit Facility-Term Loan due 2023 (4.7338% as of March 31, 2019) 490.0 491.2 6.0% Senior Secured Notes due 2023 230.0 230.0 2.95% Senior Unsecured Convertible Notes due 2024 600.0 600.0 5.0% Promissory Note payable to NCM due 2019 1.3 1.3 5.875% Senior Subordinated Notes due 2022 375.0 375.0 6.375% Senior Subordinated Notes due 2024 (£500 million par value) 652.1 634.1 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 475.0 475.0 Finance lease obligations 128.6 Debt issuance costs (101.3) (104.4) Net discounts (61.7) (64.4) Derivative liability 37.3 24.0 4,881.5 5,283.2 Less: Current maturities corporate borrowings (15.2) (15.2) Current maturities finance lease obligations (11.6) — Current maturities capital and financing lease obligations — (67.0) $ 4,854.7 $ 5,201.0 |
Senior Unsecured Convertible Notes due 2024 | |
Summary of the carrying value of corporate borrowings and capital and financing lease obligations | Carrying value (in millions) as of March 31, 2019: Carrying Value Carrying Value as of Increase to as of December 31, 2018 Net Loss March 31, 2019 Principal balance $ $ — $ 600.0 Discount (86.7) 3.1 (83.6) Debt issuance costs (13.0) 0.4 (12.6) Derivative liability 24.0 13.3 37.3 Carrying Value $ 524.3 $ 16.8 $ 541.1 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 15, 2019 March 11, 2019 March 25, 2019 $ 0.20 $ 21.3 |
Schedule of unrecognized stock based compensation | 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. |
Schedule of Nonvested RSU and PSU Activity | 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. |
Schedule of Stockholder’s Equity | 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 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Fair Value Hierarchy of Financial Assets Carried at Fair Value on a Recurring Basis | Fair Value Measurements at March 31, 2019 Using Significant Total Carrying Quoted prices in Significant other unobservable Value at active market observable inputs inputs (In millions) March 31, 2019 (Level 1) (Level 2) (Level 3) Other long-term assets: Money market mutual funds $ 0.5 $ 0.5 $ — $ — Derivative asset 40.6 — — 40.6 Investments measured at net asset value (1) 10.9 — — — Equity securities, available-for-sale: Investment in NCM 1.4 1.4 — — Total assets at fair value $ 53.4 $ 1.9 $ — $ 40.6 Corporate Borrowings: Derivative liability $ 37.3 $ — $ — $ 37.3 Total liabilities at fair value $ 37.3 $ — $ — $ 37.3 (1) The investments relate to a non-qualified deferred compensation arrangement on behalf of certain members of management. The Company has an equivalent liability for this related-party transaction recorded in other long-term liabilities for the deferred compensation obligation. |
Schedule of Fair Value of Financial Instruments Not Recognized at Fair Value for Which It Is Practicable to Estimate Fair Value | Fair Value Measurements at March 31, 2019 Using Significant other Significant Total Carrying Quoted prices in observable unobservable Value at active market inputs inputs (In millions) March 31, 2019 (Level 1) (Level 2) (Level 3) Current maturities of corporate borrowings $ 15.2 $ — $ 14.0 $ 1.4 Corporate borrowings 4,737.7 — 4,112.3 515.4 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2018 $ 7.2 $ (1.8) $ — $ 0.1 $ 5.5 Other comprehensive income (loss) before reclassifications (25.4) 0.1 — (0.1) (25.4) Amounts reclassified from accumulated other comprehensive income 0.5 — — — 0.5 Balance, March 31, 2019 $ (17.7) $ (1.7) $ — $ — $ (19.4) |
Schedule of Tax Effects Allocated to Each Component of Other Comprehensive Income | Three Months Ended March 31, 2019 March 31, 2018 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) $ (25.4) $ — $ (25.4) $ 11.4 $ 0.3 $ 11.7 Realized loss on foreign currency transactions 0.5 — 0.5 — — — Pension and other benefit adjustments: Net gain arising during the period 0.1 — 0.1 (1.4) 0.3 (1.1) Equity method investees' cash flow hedge: Unrealized net holding loss arising during the period (0.1) — (0.1) 0.2 — 0.2 Realized net loss reclassified into equity in earnings of non-consolidated entities — — — (0.1) — (0.1) Other comprehensive income (loss) $ (24.9) $ — $ (24.9) $ 10.1 $ 0.6 $ 10.7 (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) | 3 Months Ended |
Mar. 31, 2019 | |
OPERATING SEGMENTS | |
Schedule of financial information by reportable operating segment | Three Months Ended Revenues (In millions) March 31, 2019 March 31, 2018 U.S. markets $ 867.2 $ 982.1 International markets 333.2 401.5 Total revenues $ 1,200.4 $ 1,383.6 Three Months Ended Adjusted EBITDA (1) (In millions) March 31, 2019 March 31, 2018 U.S. markets (2) $ 77.5 $ 208.4 International markets 30.7 69.5 Total Adjusted EBITDA $ 108.2 $ 277.9 (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 its debt indentures. (2) Distributions from NCM are reported entirely within the U.S. markets segment. Three Months Ended Capital Expenditures (In millions) March 31, 2019 March 31, 2018 U.S. markets $ 75.5 $ 71.0 International markets 39.3 36.3 Total capital expenditures $ 114.8 $ 107.3 |
Schedule of information about the Company's revenues from continuing operations and assets by geographic area | Three Months Ended Revenues (In millions) March 31, 2019 March 31, 2018 United States $ 867.2 $ 982.1 United Kingdom 102.1 130.5 Spain 41.4 49.6 Sweden 45.7 60.6 Italy 53.2 60.9 Germany 31.6 32.8 Finland 25.7 28.0 Ireland 8.0 10.5 Other foreign countries 25.5 28.6 Total $ 1,200.4 $ 1,383.6 As of As of Long-term assets, net (In millions) March 31, 2019 December 31, 2018 United States $ 8,989.2 $ 5,826.5 International 3,932.4 2,888.0 Total long-term assets (1) $ 12,921.6 $ 8,714.5 (1) Long-term assets are comprised of property, intangible assets, goodwill, deferred income tax assets and other long-term assets, and for 2019, right-of-use assets. |
Schedule of reconciliation of net earnings to Adjusted EBITDA | Three Months Ended (In millions) March 31, 2019 March 31, 2018 Net earnings (loss) $ (130.2) $ 17.7 Plus: Income tax provision 5.7 4.7 Interest expense 83.6 82.5 Depreciation and amortization 113.0 130.5 Certain operating expenses (1) 2.5 3.7 Equity in (earnings) loss of non-consolidated entities (2) (6.5) 9.0 Cash distributions from non-consolidated entities (3) 10.5 24.3 Attributable EBITDA (4) 0.9 2.0 Investment expense (income) (16.1) (5.2) Other expense (income) (5) 29.9 1.2 Non-cash rent - purchase accounting (6) 7.6 — General and administrative — unallocated: Merger, acquisition and transaction costs (7) 3.3 4.7 Stock-based compensation expense (8) 4.0 2.8 Adjusted EBITDA $ 108.2 $ 277.9 (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) During the three months ended March 31, 2019, the Company recorded $5.6 million in earnings from DCIP. During the three months ended March 31, 2018, equity in loss of non-consolidated entities includes a lower of carrying value impairment loss on the held-for-sale portion of NCM of $16.0 million. The impairment charges reflect recording its held-for-sale units and other-than-temporary impaired shares at the publicly quoted per share price on March 31, 2018 of $5.19. Equity in (earnings) loss of non-consolidated entities also includes the surrender (disposition) of a portion of its investment in NCM of $1.1 million during the three months ended March 31, 2018. (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 loss 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 its gift card and package ticket program. Three Months Ended (In millions) March 31, 2019 March 31, 2018 Equity in (earnings) loss of non-consolidated entities $ (6.5) $ 9.0 Less: Equity in (earnings) loss of non-consolidated entities excluding international theatre JV's (6.0) 10.3 Equity in earnings (loss) of International theatre JV's 0.5 1.3 Investment income (0.2) — Depreciation and amortization 0.6 0.7 Attributable EBITDA $ 0.9 $ 2.0 (5) Other expense (income) for the three months ended March 31, 2019 includes a loss of $28.4 million as a result of a decrease in fair value of its derivative asset and an increase in fair value of its derivative liability for the Convertible Notes due 2024, also included are financing losses and financing related foreign currency transaction losses. During the three months ended March 31, 2018, the Company recorded expense of $1.6 million financing related foreign currency transaction losses, partially offset by $0.4 million forward currency contract gains. (6) Reflects amortization of certain intangible assets reclassified from depreciation and amortization to rent expense, due to the adoption of ASC 842. (7) Merger, acquisition and transition costs are excluded as they are non-operating in nature. (8) Stock-based compensation expense is non-cash expense included in general and administrative: other. |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
EARNINGS (LOSS) PER SHARE | |
Schedule of Computation of basic and diluted earnings (loss) per common share | Three Months Ended (In millions) March 31, 2019 March 31, 2018 Numerator: Net earnings (loss) for basic earnings (loss) per share $ (130.2) $ 17.7 Net earnings (loss) for diluted earnings (loss) per share $ (130.2) $ 17.7 Denominator (shares in thousands): Weighted average shares for basic earnings (loss) per common share 103,783 128,046 Weighted average shares for diluted earnings (loss) per common share 103,783 128,046 Basic earnings (loss) per common share $ (1.25) $ 0.14 Diluted earnings (loss) per common share $ (1.25) $ 0.14 |
CONDENSED CONSOLIDATING FINAN_2
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
Schedule of Condensed Statements of Operations | Consolidating Statement of Operations Three Months Ended March 31, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 422.2 $ 309.3 $ — $ 731.5 Food and beverage — 225.3 143.5 — 368.8 Other theatre — 58.1 42.0 — 100.1 Total revenues — 705.6 494.8 — 1,200.4 Operating costs and expenses Film exhibition costs — 229.3 136.0 — 365.3 Food and beverage costs — 35.0 26.5 — 61.5 Operating expense, excluding depreciation and amortization — 230.1 172.7 — 402.8 Rent — 141.2 100.8 — 242.0 General and administrative: Merger, acquisition and transaction costs — 1.2 2.1 — 3.3 Other, excluding depreciation and amortization — 27.5 18.7 — 46.2 Depreciation and amortization — 67.2 45.8 — 113.0 Operating costs and expenses — 731.5 502.6 — 1,234.1 Operating loss — (25.9) (7.8) — (33.7) Other expense (income): Equity in net loss of subsidiaries 294.7 198.9 — (493.6) — Other expense 28.9 0.5 0.4 — 29.8 Interest expense: Corporate borrowings 70.8 71.0 0.7 (71.2) 71.3 Capital and financing lease obligations — 0.4 1.7 — 2.1 Non-cash NCM exhibitor service agreement — 10.2 — — 10.2 Intercompany interest expense — — 197.5 (197.5) — Equity in earnings of non-consolidated entities — (6.1) (0.4) — (6.5) Investment income (264.2) (9.6) (11.0) 268.7 (16.1) Total other expense (income) 130.2 265.3 188.9 (493.6) 90.8 Loss before income taxes (130.2) (291.2) (196.7) 493.6 (124.5) Income tax provision — 3.5 2.2 — 5.7 Net loss $ (130.2) $ (294.7) $ (198.9) $ 493.6 $ (130.2) Consolidating Statement of Operations Three Months Ended March 31, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 497.1 $ 377.9 $ — $ 875.0 Food and beverage — 245.7 160.1 — 405.8 Other theatre — 61.0 41.8 — 102.8 Total revenues — 803.8 579.8 — 1,383.6 Operating costs and expenses Film exhibition costs — 260.7 165.8 — 426.5 Food and beverage costs — 36.4 29.8 — 66.2 Operating expense, excluding depreciation and amortization — 225.4 186.5 — 411.9 Rent — 107.5 82.2 — 189.7 General and administrative: Merger, acquisition and transaction costs — 4.0 0.7 — 4.7 Other, excluding depreciation and amortization — 26.3 17.9 — 44.2 Depreciation and amortization — 69.8 60.7 — 130.5 Operating costs and expenses — 730.1 543.6 — 1,273.7 Operating income — 73.7 36.2 — 109.9 Other expense (income): Equity in net earnings of subsidiaries (21.3) (23.3) — 44.6 — Other expense (income) — (0.2) 1.4 — 1.2 Interest expense: Corporate borrowings 60.7 62.7 1.0 (62.7) 61.7 Capital and financing lease obligations — 1.8 8.5 — 10.3 Non-cash NCM exhibitor service agreement — 10.5 — 10.5 Equity in (earnings) loss of non-consolidated entities — 10.1 (1.1) — 9.0 Investment income (57.1) (10.3) (0.5) 62.7 (5.2) Total other expense (income) (17.7) 51.3 9.3 44.6 87.5 Earnings before income taxes 17.7 22.4 26.9 (44.6) 22.4 Income tax provision — 1.1 3.6 — 4.7 Net earnings $ 17.7 $ 21.3 $ 23.3 $ (44.6) $ 17.7 |
Schedule of Condensed Statements of Comprehensive Income | Consolidating Statement of Comprehensive Loss Three Months Ended March 31, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net loss $ (130.2) $ (294.7) $ (198.9) $ 493.6 $ (130.2) Other comprehensive income (loss): Equity in other comprehensive loss of subsidiaries (24.9) (15.6) — 40.5 — Unrealized foreign currency translation adjustment, net of tax — (9.7) (15.7) — (25.4) Realized loss on foreign currency transactions reclassified into other expense, net of tax — 0.5 — — 0.5 Pension and other benefit adjustments: Net gain arising during the period, net of tax — — 0.1 — 0.1 Equity method investees’ cash flow hedge: Unrealized net holding gain arising during the period, net of tax — (0.1) — — (0.1) Other comprehensive loss (24.9) (24.9) (15.6) 40.5 (24.9) Total comprehensive loss $ (155.1) $ (319.6) $ (214.5) $ 534.1 $ (155.1) Consolidating Statement of Comprehensive Income Three Months Ended March 31, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings $ 17.7 $ 21.3 $ 23.3 $ (44.6) $ 17.7 Other comprehensive income (loss): Equity in other comprehensive income (loss) of subsidiaries 10.7 15.8 — (26.5) — Unrealized foreign currency translation adjustment, net of tax — (5.2) 16.9 — 11.7 Pension and other benefit adjustments: Net loss arising during period, net of tax — — (1.1) — (1.1) Equity method investees’ cash flow hedge: Unrealized net holding gain arising during the period, net of tax — 0.2 — — 0.2 Realized net holding gain reclassified to equity in earnings of non-consolidated entities, net of tax — (0.1) — — (0.1) Other comprehensive income 10.7 10.7 15.8 (26.5) 10.7 Total comprehensive income $ 28.4 $ 32.0 $ 39.1 $ (71.1) $ 28.4 |
Schedule of Condensed Balance Sheets | Consolidating Balance Sheet As of March 31, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and cash equivalents $ 0.3 $ 91.3 $ 93.0 $ — $ 184.6 Restricted cash — — 10.6 — 10.6 Receivables, net — 107.9 88.2 (2.3) 193.8 Other current assets — 100.9 61.7 — 162.6 Total current assets 0.3 300.1 253.5 (2.3) 551.6 Investment in equity of subsidiaries 630.9 1,251.7 — (1,882.6) — Property, net — 1,495.5 1,105.3 — 2,600.8 Operating right-of-use assets — 2,818.1 1,991.1 — 4,809.2 Intangible assets, net — 126.9 72.1 — 199.0 Intercompany advances 5,433.2 (3,377.7) (2,055.5) — — Goodwill (2.1) 2,422.1 2,367.9 — 4,787.9 Deferred tax asset, net — — 99.7 (68.7) 31.0 Other long-term assets 44.1 310.4 139.2 — 493.7 Total assets $ 6,106.4 $ 5,347.1 $ 3,973.3 $ (1,953.6) $ 13,473.2 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ 248.0 $ 137.1 $ (2.3) $ 382.8 Accrued expenses and other liabilities 59.6 146.2 136.6 — 342.4 Deferred revenues and income — 286.0 84.1 — 370.1 Current maturities of corporate borrowings 13.8 1.4 — — 15.2 Current maturities of finance lease liabilities — 3.2 8.4 — 11.6 Current maturities of operating lease liabilities — 356.6 214.1 — 570.7 Total current liabilities 73.4 1,041.4 580.3 (2.3) 1,692.8 Corporate borrowings 4,729.5 — 8.2 — 4,737.7 Finance lease liabilities — 15.2 101.8 — 117.0 Operating lease liabilities — 2,886.0 1,940.6 4,826.6 Exhibitor services agreement — 561.6 — — 561.6 Deferred tax liability, net — 89.5 25.0 (68.7) 45.8 Other long-term liabilities — 122.5 65.7 — 188.2 Total liabilities 4,802.9 4,716.2 2,721.6 (71.0) 12,169.7 Stockholders’ equity 1,303.5 630.9 1,251.7 (1,882.6) 1,303.5 Total liabilities and stockholders’ equity $ 6,106.4 $ 5,347.1 $ 3,973.3 $ (1,953.6) $ 13,473.2 Consolidating Balance Sheet As of December 31, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and cash equivalents $ 0.3 $ 169.5 $ 143.5 $ — $ 313.3 Restricted cash — — 10.7 — 10.7 Receivables, net — 157.3 106.6 (4.4) 259.5 Other current assets — 120.8 77.0 — 197.8 Total current assets 0.3 447.6 337.8 (4.4) 781.3 Investment in equity of subsidiaries 654.3 1,494.8 — (2,149.1) — Property, net — 1,534.9 1,504.7 — 3,039.6 Intangible assets, net — 209.6 142.5 — 352.1 Intercompany advances 5,427.0 (3,541.1) (1,885.9) — — Goodwill (2.1) 2,422.1 2,368.7 — 4,788.7 Deferred tax asset, net — — 97.3 (68.7) 28.6 Other long-term assets 59.8 307.5 138.2 — 505.5 Total assets $ 6,139.3 $ 2,875.4 $ 2,703.3 $ (2,222.2) $ 9,495.8 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ 301.5 $ 155.6 $ (4.5) $ 452.6 Accrued expenses and other liabilities 31.5 176.4 170.5 0.1 378.5 Deferred revenues and income — 313.0 101.8 — 414.8 Current maturities of corporate borrowings 13.8 1.4 — — 15.2 Current maturities of capital and financing lease obligations — 9.7 57.3 — 67.0 Total current liabilities 45.3 802.0 485.2 (4.4) 1,328.1 Corporate borrowings 4,696.0 — 11.8 — 4,707.8 Capital and financing lease obligations — 63.8 429.4 — 493.2 Exhibitor services agreement — 564.0 — — 564.0 Deferred tax liability, net — 86.4 23.9 (68.7) 41.6 Other long-term liabilities — 704.9 258.2 — 963.1 Total liabilities 4,741.3 2,221.1 1,208.5 (73.1) 8,097.8 Temporary equity 0.4 — — — 0.4 Stockholders’ equity 1,397.6 654.3 1,494.8 (2,149.1) 1,397.6 Total liabilities and stockholders’ equity $ 6,139.3 $ 2,875.4 $ 2,703.3 $ (2,222.2) $ 9,495.8 |
Schedule of Condensed Statements of Cash Flows | Consolidating Statement of Cash Flows Three Months Ended March 31, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by operating activities $ 228.0 $ (252.5) $ 25.9 $ — $ 1.4 Cash flows from investing activities: Capital expenditures — (61.4) (53.4) — (114.8) Proceeds from disposition of long-term assets — 0.7 16.6 — 17.3 Investments in non-consolidated entities, net — (0.1) — — (0.1) Other, net — (0.9) — — (0.9) Net cash used in investing activities — (61.7) (36.8) — (98.5) Cash flows from financing activities: Net borrowings under Revolving Credit Facility — — (3.8) — (3.8) Principal payments under Term Loan (3.4) — — — (3.4) Principal payments under capital and financing lease obligations — (0.8) (3.0) — (3.8) Cash used to pay dividends (21.8) — — — (21.8) Taxes paid for restricted unit withholdings (1.1) — — — (1.1) Change in intercompany advances (219.6) 254.4 (34.8) — — Net cash provided by (used in) financing activities (245.9) 253.6 (41.6) — (33.9) Effect of exchange rate changes on cash and cash equivalents and restricted cash 17.9 (17.6) 1.9 — 2.2 Net increase (decrease) in cash and cash equivalents and restricted cash — (78.2) (50.6) — (128.8) Cash and cash equivalents and restricted cash at beginning of period 0.3 169.5 154.2 — 324.0 Cash and cash equivalents and restricted cash at end of period $ 0.3 $ 91.3 $ 103.6 $ — $ 195.2 Consolidating Statement of Cash Flows Three Months Ended March 31, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by operating activities $ 46.8 $ 81.1 $ 37.5 $ — $ 165.4 Cash flows from investing activities: Capital expenditures — (58.5) (48.8) — (107.3) Proceeds from disposition of long-term assets — 0.2 3.6 — 3.8 Investments in non-consolidated entities, net — (10.7) — — (10.7) Other, net — (0.9) 0.3 — (0.6) Net cash used in investing activities — (69.9) (44.9) — (114.8) Cash flows from financing activities: Principal payments under Term Loan (3.5) — — — (3.5) Principal payments under capital and financing lease obligations — (2.5) (15.4) — (17.9) Cash used to pay dividends (25.8) — — — (25.8) Taxes paid for restricted unit withholdings (1.7) — — — (1.7) Purchase of treasury stock (13.5) — — — (13.5) Change in intercompany advances (27.5) (5.5) 33.0 — — Net cash provided by (used in) financing activities (72.0) (8.0) 17.6 — (62.4) Effect of exchange rate changes on cash and cash equivalents and restricted cash 25.2 (25.5) 6.3 — 6.0 Net increase (decrease) in cash and cash equivalents and restricted cash — (22.3) 16.5 — (5.8) Cash and cash equivalents and restricted cash at beginning of period 1.1 85.0 232.2 — 318.3 Cash and cash equivalents and restricted cash at end of period $ 1.1 $ 62.7 $ 248.7 $ — $ 312.5 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | ||||
Mar. 31, 2018$ / sharesshares | Mar. 31, 2019USD ($)segment | Mar. 31, 2018USD ($)$ / shares | Dec. 31, 2018USD ($) | Sep. 14, 2018 | Mar. 15, 2018$ / shares | |
Schedule of Equity Method Investments [Line Items] | ||||||
Number of reportable segments | segment | 2 | |||||
Accumulated depreciation | $ 1,543.6 | $ 1,697.1 | ||||
Accumulated amortization | 19 | $ 72.9 | ||||
Gain on divestment of equity method investment | $ (1.1) | |||||
Reduction of rent | $ 24.2 | |||||
Derivative Asset and Liability | ||||||
Increase in derivative asset | (15.1) | |||||
Decrease in derivative liability | $ (13.3) | |||||
NCM | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Common units returned under Common Unit Adjustment Agreement | shares | 197,118 | |||||
Price per share (in dollars per share) | $ / shares | $ 5.19 | $ 5.19 | $ 7.24 | |||
AC JV, LLC | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership percentage | 32.00% | |||||
5.75 % Senior Subordinated Notes due 2025 | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Interest rate of debt (as a percent) | 5.75% | 5.75% | ||||
Maximum | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership percentage | 50.00% | |||||
Wanda | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership percentage | 49.85% | |||||
Combined voting power held in Holdings (as a percent) | 74.89% | |||||
Wanda | Minimum | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership percentage | 50.10% |
BASIS OF PRESENTATION - Other E
BASIS OF PRESENTATION - Other Expense (Income) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
BASIS OF PRESENTATION | ||
Derivative liability fair value adjustment for embedded conversion feature in the Convertible Notes due 2024 | $ 13.3 | |
Derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement | 15.1 | |
Loss on GBP forward contract | 0.3 | |
Foriegn currency transactions (gain) losses | 0.5 | $ 1.2 |
Non-operating components of net periodic benefit cost | 0.1 | |
Fees related to modification of term loans | 0.2 | |
Other | 0.3 | |
Other expense (income) | $ 29.8 | $ 1.2 |
BASIS OF PRESENTATION - New acc
BASIS OF PRESENTATION - New accounting pronouncements recently adopted (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Leases | ||||
Lease liabilities | $ 5,750 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Increase to accumulated deficit | (78.8) | $ 31.8 | ||
Other general and administrative | 46.2 | 44.2 | ||
Cash and restricted cash | ||||
Cash and cash equivalents | 184.6 | $ 313.3 | ||
Restricted Cash and Cash Equivalents | 10.6 | 10.7 | ||
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows | 195.2 | $ 312.5 | 324 | $ 318.3 |
Accumulated other comprehensive income (loss) | $ (19.4) | $ 5.5 |
LEASES - (Details)
LEASES - (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |
Optional renewal term, operating lease | 20 years |
Optional renewal term, finance lease | 20 years |
Operating lease right-of-use assets | $ 4,809.2 |
Total lease liabilities | $ 5,397.3 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Initial base terms of operating leases | 12 years |
Initial base terms of finance lease | 12 years |
Operating lease, remaining lease term | 1 year |
Finance lease, remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Initial base terms of operating leases | 15 years |
Initial base terms of finance lease | 15 years |
Operating lease, remaining lease term | 25 years |
Finance lease, remaining lease term | 20 years |
LEASES - Lease assets and liabi
LEASES - Lease assets and liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
LEASES | ||
Operating lease right-of-use assets | $ 4,809.2 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Operating lease right-of-use assets | |
Finance lease right-of-use assets | $ 97 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, Plant and Equipment, Net | |
Total leased assets | $ 4,906.2 | |
Operating Lease, Liability, Current | $ 570.7 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Long Term Debt and Capital and Financing Lease Obligations, Current | |
Finance Lease, Liability, Current | $ 11.6 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Long Term Debt and Capital and Financing Lease Obligations, Current | |
Operating Lease, Liability, Noncurrent | $ 4,826.6 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Operating Lease, Liability, Noncurrent | |
Finance Lease, Liability, Noncurrent | $ 117 | $ 493.2 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Finance Lease, Liability, Noncurrent | |
Total lease liabilities | $ 5,525.9 |
LEASES - Stockholders' equity (
LEASES - Stockholders' equity (Details) - USD ($) $ in Millions | Jan. 01, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Balance at the beginning of the period | $ 1,397.6 | ||
Cumulative effect of change made to accumulated deficit | $ 78.8 | $ (31.8) | |
Accounting Standards Update 2016-02 [Member] | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Balance at the beginning of the period | (550.9) | ||
Derecognition of existing assets for certain sale leaseback transactions previously recorded in property, net | (405.9) | ||
Derecognition of existing liabilities for certain sale leaseback transactions previously recorded in current maturities of corporate borrowings and capital and financing lease obligations and capital and financing lease obligations | 427.5 | ||
Derecognition of deferred gains from the sale and leaseback transactions previously recorded in other long-term liabilities | 102.4 | ||
Difference in fair value compared to the basis of the right-of-use assets for theatres impaired under the new standard | (49) | ||
Deferred taxes | 3.8 | ||
Cumulative effect of change made to accumulated deficit | 78.8 | ||
Balance at the end of the period | $ (472.1) |
LEASES - Income statement (Deta
LEASES - Income statement (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating costs and expenses | ||
Rent | $ 242 | $ 189.7 |
Depreciation and amortization | 113 | 130.5 |
Operating costs and expenses | 1,234.1 | 1,273.7 |
Operating income (loss) | (33.7) | 109.9 |
Interest on capital and financing lease obligations | 2.1 | 10.3 |
Net earnings (loss) | (130.2) | $ 17.7 |
U.S. | ||
Sale and leaseback | ||
Rent payments for failed sale leasebacks | 11 | |
Non-cash amortization expense for favorable lease terms | 4.6 | |
Amortization of deferred gains on sale leaseback transactions | 1.8 | |
International markets | ||
Sale and leaseback | ||
Rent payments for failed sale leasebacks | 9.9 | |
Non-cash amortization expense for favorable lease terms | 3.1 | |
Originally | ||
Operating costs and expenses | ||
Rent | 211.6 | |
Depreciation and amortization | 137 | |
Operating costs and expenses | 1,227.7 | |
Operating income (loss) | (27.3) | |
Interest on capital and financing lease obligations | 9 | |
Net earnings (loss) | (130.7) | |
As Adjusted | U.S. | ||
Operating costs and expenses | ||
Rent | 17.4 | |
Depreciation and amortization | (13.4) | |
Operating costs and expenses | 4 | |
Operating income (loss) | (4) | |
Interest on capital and financing lease obligations | (3.3) | |
Net earnings (loss) | (0.7) | |
As Adjusted | International markets | ||
Operating costs and expenses | ||
Rent | 13 | |
Depreciation and amortization | (10.6) | |
Operating costs and expenses | 2.4 | |
Operating income (loss) | (2.4) | |
Interest on capital and financing lease obligations | (3.6) | |
Net earnings (loss) | $ 1.2 |
LEASES - Lease costs (Details)
LEASES - Lease costs (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Operating Leased Assets [Line Items] | |
Amortization of finance lease assets | $ 2.7 |
Interest on lease liabilities | 2.1 |
Total lease cost | 263.9 |
Theatre Rent | |
Operating Leased Assets [Line Items] | |
Operating lease cost | 218.9 |
Variable lease cost | 23 |
Theatres | |
Operating Leased Assets [Line Items] | |
Operating lease cost | 1.7 |
Equipment | |
Operating Leased Assets [Line Items] | |
Operating lease cost | 3.5 |
Variable lease cost | 10.7 |
Office And Other | |
Operating Leased Assets [Line Items] | |
Operating lease cost | $ 1.3 |
LEASES - Lease terms and discou
LEASES - Lease terms and discount rates (Details) | Mar. 31, 2019 |
LEASES | |
Operating leases, weighted average remaining lease term | 10 years 1 month 6 days |
Finance leases, weighted average remaining lease term | 12 years 10 months 24 days |
Operating leases, weighted average discount rate | 7.30% |
Finance leases, weighted average discount rate | 6.60% |
LEASES - Cash flow information
LEASES - Cash flow information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows used in finance leases | $ (2.1) |
Operating cash flows used in operating leases | (236) |
Financing cash flows used in finance leases | (3.8) |
Landloard contributions included in the measurement of ROU assets, operating cashflows provided by operating leases | 35.2 |
Supplemental disclosure of noncash leasing activities: | |
Right-of-use asseta obtained in exchange for new operating lease liabilities | $ 21 |
LEASES - Minimum annual payment
LEASES - Minimum annual payments under leases (Details) $ in Millions | Mar. 31, 2019USD ($) |
Operating Lease Payments | |
2019 | $ 685.2 |
2020 | 920.3 |
2021 | 869.7 |
2022 | 805.7 |
2023 | 711.8 |
2024 | 637.7 |
Thereafter | 3,421.3 |
Total lease payments | 8,051.7 |
Less imputed interest | (2,301.7) |
Total | 5,750 |
Financing Lease Payments | |
2019 | 14.8 |
2020 | 19.6 |
2021 | 18.6 |
2022 | 18 |
2023 | 14.7 |
2024 | 13.6 |
Thereafter | 92.6 |
Total lease payments | 191.9 |
Less imputed interest | (63.3) |
Total | $ 128.6 |
LEASES - Future lease agreement
LEASES - Future lease agreements (Details) | 3 Months Ended |
Mar. 31, 2019item | |
Future Lease Commitments | |
Number of Theatres | 17 |
Lessee, Operating Lease, Term of Contract | 5 years |
Minimum | |
Lessee, Operating Lease, Term of Contract | 12 years |
Maximum | |
Lessee, Operating Lease, Term of Contract | 15 years |
LEASES - Prior year minimum ann
LEASES - Prior year minimum annual payments under leases (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2018 | |
Operating Leased Assets [Line Items] | ||
Lease incentive | $ 35 | |
Reduction Of Rent Expense | $ 24.2 | |
Minimum Operating Lease Payments | ||
Operating Leased Assets [Line Items] | ||
2019 | $ 810.2 | |
2020 | 801.9 | |
2021 | 748.9 | |
2022 | 687.5 | |
2023 | 597.1 | |
Thereafter | 3,367.6 | |
Total minimum payments required | 7,013.2 | |
Capital And Finance Lease Obligations Miminum Payments | ||
Operating Leased Assets [Line Items] | ||
2019 | 100.7 | |
2020 | 96.6 | |
2021 | 87.8 | |
2022 | 82.7 | |
2023 | 70.4 | |
Thereafter | 331.5 | |
Total minimum payments required | 769.7 | |
Capital And Finance Lease Obligations Less Interest | ||
Operating Leased Assets [Line Items] | ||
2019 | 33.7 | |
2020 | 29.4 | |
2021 | 25.2 | |
2022 | 21.1 | |
2023 | 17.3 | |
Thereafter | 82.7 | |
Total minimum payments required | 209.4 | |
Capital And Finance Lease Obligations Principal | ||
Operating Leased Assets [Line Items] | ||
2019 | 67 | |
2020 | 67.2 | |
2021 | 62.6 | |
2022 | 61.6 | |
2023 | 53.1 | |
Thereafter | 248.8 | |
Total minimum payments required | $ 560.3 |
REVENUE RECOGNITION - Cummulati
REVENUE RECOGNITION - Cummulative information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Balance sheet | |||
Other long-term assets | $ 493.7 | $ 505.5 | |
Deferred revenues and income | 370.1 | 414.8 | |
Exhibitor services agreement | 561.6 | 564 | |
Accumulated deficit | (623.4) | $ (550.9) | |
Revenues | |||
Revenue | 1,200.4 | $ 1,383.6 | |
Operating costs and expenses | |||
Operating expenses, excluding depreciation and amortization below | 402.8 | 411.9 | |
Non-cash NCM exhibitor services agreement | 10.2 | 10.5 | |
Net earnings (loss) | (130.2) | 17.7 | |
Admissions | |||
Revenues | |||
Revenue | 731.5 | 875 | |
Food and beverage | |||
Revenues | |||
Revenue | 368.8 | 405.8 | |
Total other theatre | |||
Revenues | |||
Revenue | $ 100.1 | $ 102.8 |
REVENUE RECOGNITION - Additiona
REVENUE RECOGNITION - Additional disclosures (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | |
Exhibitor Services Agreement | ||||
Cumulative effect adjustments for the adoption of new accounting principles | $ 78.8 | $ (31.8) | ||
Customer Frequency Program | ||||
Deferred revenues and income | 370.1 | $ 414.8 | ||
Gift Card And Ticket Exchange | ||||
Customer Frequency Program | ||||
Redemption period | 24 years | |||
Deferred revenues and income | 286.2 | |||
Loyalty Program | ||||
Customer Frequency Program | ||||
Redemption period | 24 months | |||
Deferred revenues and income | 54.7 | |||
Exhibitor Services Agreement | Three Months Ended March 31, 2019 | ||||
Customer Frequency Program | ||||
Expected to be recognized as revenue | 11.9 | |||
Exhibitor Services Agreement | Year Ended 2020 | ||||
Customer Frequency Program | ||||
Expected to be recognized as revenue | 16.9 | |||
Exhibitor Services Agreement | Year Ended 2021 | ||||
Customer Frequency Program | ||||
Expected to be recognized as revenue | 18.1 | |||
Exhibitor Services Agreement | Year Ended 2022 | ||||
Customer Frequency Program | ||||
Expected to be recognized as revenue | 19.5 | |||
Exhibitor Services Agreement | Year Ended 2023 | ||||
Customer Frequency Program | ||||
Expected to be recognized as revenue | 20.9 | |||
Exhibitor Services Agreement | Years Ended 2024 through February 2037 | ||||
Customer Frequency Program | ||||
Expected to be recognized as revenue | $ 451.8 |
REVENUE RECOGNITION - Disaggreg
REVENUE RECOGNITION - Disaggregation of revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 1,200.4 | $ 1,383.6 |
Admissions | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 731.5 | 875 |
Food and beverage | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 368.8 | 405.8 |
Total other theatre | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 100.1 | 102.8 |
Advertising | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 34.5 | 37.6 |
Other theatre | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 65.6 | 65.2 |
Products and services transferred at point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,110 | 1,333.2 |
Products and services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 90.4 | $ 50.4 |
REVENUE RECOGNITION - Receivabl
REVENUE RECOGNITION - Receivables and deferred revenue (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Receivables related to contracts with customers | $ 99.6 | $ 183.2 |
Miscellaneous receivables | 94.2 | 76.3 |
Receivables, net | 193.8 | 259.5 |
Current liabilities | ||
Deferred revenue related to contracts with customers | 366.8 | 412.8 |
Miscellaneous deferred income | 3.3 | 2 |
Deferred revenues and income | $ 370.1 | $ 414.8 |
REVENUE RECOGNITION - Changes i
REVENUE RECOGNITION - Changes in liabilities (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Deferred revenues related to contracts with customers | ||
Begininning balance | $ 412.8 | |
Customer loyalty awards accumulated, net of expirations | 18.1 | $ 39.3 |
Foreign currency translation adjustment, net of tax | (25.4) | $ 11.7 |
Ending balance | 366.8 | |
Exhibitor Services Agreement | ||
Deferred revenues related to contracts with customers | ||
Begininning balance | $ 564 | |
Common Unit Adjustment - surrender of common units | 1.4 | |
Reclassification revenue, as the result of performance obligations satisfied | $ (3.8) | |
Ending balance | $ 561.6 | |
Term of amortization of the exhibitor services agreement (ESA) with NCM | 30 years | |
Accounting Standards Update 2014-09 - Revenue from contracts | ||
Deferred revenues related to contracts with customers | ||
Begininning balance | $ 412.8 | |
Cash received in advance | 101.6 | |
Business combination - Nordic purchase price allocation | (1.2) | |
Foreign currency translation adjustment, net of tax | (1) | |
Ending balance | 366.8 | |
Accounting Standards Update 2014-09 - Revenue from contracts | Admissions | ||
Deferred revenues related to contracts with customers | ||
Customer loyalty awards accumulated, net of expirations | 7.7 | |
Reclassification revenue, as the result of performance obligations satisfied | (121.6) | |
Accounting Standards Update 2014-09 - Revenue from contracts | Food and beverage | ||
Deferred revenues related to contracts with customers | ||
Customer loyalty awards accumulated, net of expirations | 16.6 | |
Reclassification revenue, as the result of performance obligations satisfied | (22.6) | |
Accounting Standards Update 2014-09 - Revenue from contracts | Total other theatre | ||
Deferred revenues related to contracts with customers | ||
Customer loyalty awards accumulated, net of expirations | 3.4 | |
Reclassification revenue, as the result of performance obligations satisfied | $ (28.9) |
GOODWILL (Details)
GOODWILL (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Goodwill [Roll Forward] | |
Balance at the beginning of the period | $ 4,788.7 |
Effect of foreign currency exchange | (0.8) |
Balance at the end of the period | 4,787.9 |
U.S. | |
Goodwill [Roll Forward] | |
Balance at the beginning of the period | 3,072.6 |
Balance at the end of the period | 3,072.6 |
International markets | |
Goodwill [Roll Forward] | |
Balance at the beginning of the period | 1,716.1 |
Effect of foreign currency exchange | (0.8) |
Balance at the end of the period | $ 1,715.3 |
INVESTMENTS (Details)
INVESTMENTS (Details) $ / shares in Units, $ in Millions | Mar. 15, 2018$ / sharesshares | Mar. 31, 2018$ / sharesshares | Mar. 31, 2019USD ($)item | Mar. 31, 2018USD ($)$ / shares | Dec. 31, 2018 |
Equity Method Investments Ownership Transactions [Abstract] | |||||
Gain on divestment of equity method investment | $ (1.1) | ||||
Recorded equity in earnings | $ 6.5 | (9) | |||
5% Promissory Note payable to NCM due 2019 | |||||
Equity Method Investments Ownership Transactions [Abstract] | |||||
Stated interest rate (as a percent) | 5.00% | 5.00% | |||
U.S. theatres and IMAX screen | |||||
Investments | |||||
Number of theatres | item | 4 | ||||
NCM | |||||
Investments | |||||
Common units returned under Common Unit Adjustment Agreement | shares | 197,118 | ||||
Value of common units returned under Unit Adjustment agreement | shares | 1,400,000 | ||||
Equity Method Investments Ownership Transactions [Abstract] | |||||
Gain (loss) on sale | (1.1) | ||||
Impairment of investment | $ 16 | ||||
Price per share (in dollars per share) | $ / shares | $ 7.24 | $ 5.19 | $ 5.19 | ||
Recorded equity in earnings | $ (17.5) | ||||
Loss NCM charged to merger, acquisition and transaction costs | (1.1) | ||||
DCM | |||||
Investments | |||||
Ownership percentage | 50.00% | ||||
Equity Method Investments Ownership Transactions [Abstract] | |||||
Ownership percentage | 50.00% | ||||
SV Holdco | |||||
Investments | |||||
Ownership percentage | 18.40% | ||||
Equity Method Investments Ownership Transactions [Abstract] | |||||
Ownership percentage | 18.40% | ||||
AC JV, LLC | |||||
Investments | |||||
Ownership percentage | 32.00% | ||||
Equity Method Investments Ownership Transactions [Abstract] | |||||
Ownership percentage | 32.00% | ||||
DCIP | |||||
Investments | |||||
Ownership percentage | 29.00% | ||||
Equity Method Investments Ownership Transactions [Abstract] | |||||
Ownership percentage | 29.00% | ||||
Recorded equity in earnings | $ 5.6 | 6.6 | |||
Other | |||||
Equity Method Investments Ownership Transactions [Abstract] | |||||
Recorded equity in earnings | $ 0.9 | $ 1.9 | |||
U.S. theatres and IMAX screen | Europe | |||||
Investments | |||||
Ownership percentage | 50.00% | ||||
Number of theatres | item | 58 | ||||
Equity Method Investments Ownership Transactions [Abstract] | |||||
Ownership percentage | 50.00% | ||||
DCDC | |||||
Investments | |||||
Ownership percentage | 14.60% | ||||
Equity Method Investments Ownership Transactions [Abstract] | |||||
Ownership percentage | 14.60% | ||||
Maximum | |||||
Investments | |||||
Ownership percentage | 50.00% | ||||
Equity Method Investments Ownership Transactions [Abstract] | |||||
Ownership percentage | 50.00% |
INVESTMENTS - Related Party Tra
INVESTMENTS - Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Related Party Transactions | |||
Revenue | $ 1,200.4 | $ 1,383.6 | |
DCM | |||
Related Party Transactions | |||
Amounts due from affiliate | 1.8 | $ 2.8 | |
Loan receivable from affiliate | 0.7 | 0.6 | |
Revenue | $ 3.9 | 1.3 | |
Interest in non-consolidated affiliates (as a percent) | 50.00% | ||
Ownership percentage | 50.00% | ||
DCIP | |||
Related Party Transactions | |||
Amounts due from affiliate | $ 3.5 | 3.4 | |
Deferred rent liability for digital projectors | 0.9 | 7.8 | |
Digital equipment rental expense | $ 1.1 | 1.4 | |
Equipment rental term | 12 years | ||
AC JV, LLC | |||
Related Party Transactions | |||
Amounts due to affiliate | $ 1.3 | 2.5 | |
Gross film exhibition cost | 7.3 | 2.7 | |
Screenvision | |||
Related Party Transactions | |||
Amounts due from affiliate | 1.4 | 2.7 | |
Revenue | 3.5 | $ 3.7 | |
Nordic | |||
Related Party Transactions | |||
Amounts due from affiliate | 3.5 | 2.6 | |
Amounts due to affiliate | $ 2.3 | $ 1.7 |
INVESTMENTS - Sum. Finan. Info
INVESTMENTS - Sum. Finan. Info and Earnings (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 15, 2018 | |
Operating Results: | |||
Revenues | $ 37.7 | $ 121.2 | |
Operating costs and expenses | 19.2 | 102.7 | |
Net earnings (loss) | 18.5 | 18.5 | |
Recorded equity in earnings | 6.5 | (9) | |
NCM | |||
Operating Results: | |||
Recorded equity in earnings | (17.5) | ||
Impairment of investment | $ 16 | ||
Price per share (in dollars per share) | $ 5.19 | $ 7.24 | |
DCIP | |||
Operating Results: | |||
Recorded equity in earnings | 5.6 | $ 6.6 | |
Other | |||
Operating Results: | |||
Recorded equity in earnings | $ 0.9 | $ 1.9 |
CORPORATE BORROWINGS (Details)
CORPORATE BORROWINGS (Details) € in Millions, $ in Millions | 3 Months Ended | ||||
Mar. 31, 2019EUR (€) | Mar. 31, 2019USD ($) | Dec. 31, 2018EUR (€) | Dec. 31, 2018USD ($) | Sep. 14, 2018USD ($) | |
CORPORATE BORROWINGS | |||||
Deferred charges | $ (101.3) | $ (104.4) | |||
Net premiums | (61.7) | (64.4) | |||
Derivative liability | 37.3 | 24 | |||
Long-term Debt and Capital Lease Obligations, Including Current Maturities, Total | 4,881.5 | 5,283.2 | |||
Current maturities corporate borrowings | (15.2) | (15.2) | |||
Current maturities of finance lease liabilities | (11.6) | ||||
Current maturities capial and financing lease obligations | (67) | ||||
Corporate borrowings and capital and financing lease obligations, non-current | 4,854.7 | 5,201 | |||
Odeon Revolving Credit Facility | |||||
CORPORATE BORROWINGS | |||||
Corporate borrowings and capital and financing lease obligations | $ 8.2 | 11.9 | |||
Stated interest rate (as a percent) | 0.75% | 0.75% | |||
Spread on variable rate basis (as a percent) | 2.50% | ||||
Senior Secured Credit Facility Term-Loan due 2022 | |||||
CORPORATE BORROWINGS | |||||
Corporate borrowings and capital and financing lease obligations | $ 852 | 854.2 | |||
Stated interest rate (as a percent) | 4.7338% | 4.7338% | |||
Senior Secured Credit Facility Term Loan due 2023 | |||||
CORPORATE BORROWINGS | |||||
Corporate borrowings and capital and financing lease obligations | $ 490 | 491.2 | |||
Stated interest rate (as a percent) | 4.7338% | 4.7338% | |||
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% | |
Senior Unsecured Convertible Notes due 2024 | |||||
CORPORATE BORROWINGS | |||||
Corporate borrowings and capital and financing lease obligations | $ 600 | $ 600 | |||
Deferred charges | (12.6) | (13) | |||
Net premiums | (83.6) | (86.7) | |||
Derivative liability | $ 37.3 | 24 | $ 90.4 | ||
Effective interest rate for borrowings | 5.98% | ||||
Stated interest rate (as a percent) | 2.95% | 2.95% | 2.95% | ||
5% Promissory Note payable to NCM due 2019 | |||||
CORPORATE BORROWINGS | |||||
Corporate borrowings and capital and financing lease obligations | $ 1.3 | $ 1.3 | |||
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 | |||
6.375% Senior Subordinated Notes due 2024 | |||||
CORPORATE BORROWINGS | |||||
Corporate borrowings and capital and financing lease obligations | $ 652.1 | $ 634.1 | |||
Stated interest rate (as a percent) | 6.375% | 6.375% | 6.375% | 6.375% | |
Debt Instrument, Face Amount | € | € 500 | € 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) | 5.75% | 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 | $ 475 | |||
Stated interest rate (as a percent) | 6.125% | 6.125% | 6.125% | 6.125% | |
Finance lease obligations | |||||
CORPORATE BORROWINGS | |||||
Corporate borrowings and capital and financing lease obligations | $ 128.6 | $ 560.3 |
CORPORATE BORROWINGS - Senior U
CORPORATE BORROWINGS - Senior Unsecured Convertible Notes (Details) | Feb. 15, 2019USD ($) | Sep. 30, 2018item | Sep. 25, 2018USD ($)$ / shares | Sep. 14, 2018USD ($)item$ / sharesshares | Mar. 31, 2019USD ($)$ / shares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Sep. 04, 2018USD ($) |
CORPORATE BORROWINGS | ||||||||
Discount | $ (61,700,000) | $ (64,400,000) | ||||||
Deferred charges | (101,300,000) | (104,400,000) | ||||||
Derivative liability | 37,300,000 | 24,000,000 | ||||||
Special dividend value | $ 21,300,000 | $ 1.55 | ||||||
Interest expense | 71,300,000 | $ 61,700,000 | ||||||
Senior Unsecured Convertible Notes due 2024 | ||||||||
CORPORATE BORROWINGS | ||||||||
Principal balance | 600,000,000 | 600,000,000 | 600,000,000 | |||||
Discount | (83,600,000) | (86,700,000) | ||||||
Deferred charges | (12,600,000) | (13,000,000) | ||||||
Derivative liability | $ 90,400,000 | 37,300,000 | 24,000,000 | |||||
Carrying value | $ 541,100,000 | $ 524,300,000 | ||||||
Stated interest rate (as a percent) | 2.95% | 2.95% | ||||||
Deferred financing costs | $ 13,600,000 | |||||||
Effective interest rate | 5.98% | |||||||
Interest expense | $ 8,000,000 | |||||||
Other expense | 13,300,000 | |||||||
Other income related to derivative assets and liabilities | 15,400,000 | |||||||
Change fair value of derivative | 13,300,000 | |||||||
If-converted value in excess of principal | $ 129,800,000 | |||||||
Price per share (in dollars per share) | $ / shares | $ 14.85 | |||||||
Conversion rate | 52.7704 | |||||||
Conversion rate (in dollars per share) | $ / shares | $ 18.95 | |||||||
Minimum conversion price percentage causing a reset conversion price | 120.00% | |||||||
Number of days needed to cause a reset conversion price | item | 10 | |||||||
Maximum allowed percentage of outstanding fully-diluted share capital resulting a conversion price floor | 30.00% | |||||||
Maximum dividends allowed through the second anniversary of issuance | $ / shares | $ 0.20 | |||||||
Maximum dividends allowed after the second anniversary of issuance | $ / shares | $ 0.10 | |||||||
Threshold percentage of stock price trigger | 150.00% | |||||||
Debt Instrument, Convertible, Threshold Trading Days | item | 20 | |||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | item | 30 | |||||||
Internal rate of return | 15.00% | |||||||
Senior Unsecured Convertible Notes due 2024 | (Increase) decrease to Net Earnings | ||||||||
CORPORATE BORROWINGS | ||||||||
Discount | $ 3,100,000 | |||||||
Deferred charges | 400,000 | |||||||
Derivative liability | 13,300,000 | |||||||
Carrying value | $ 16,800,000 | |||||||
Senior Unsecured Convertible Notes due 2024 | Class A and B common stock | ||||||||
CORPORATE BORROWINGS | ||||||||
Special dividend (in dollars per share) | $ / shares | $ 1.55 | |||||||
Special dividend value | $ 160,500,000 | |||||||
Legal fees | $ 2,600,000 | |||||||
Senior Unsecured Convertible Notes due 2024 | Class A common stock | ||||||||
CORPORATE BORROWINGS | ||||||||
Conversion rate (in dollars per share) | $ / shares | $ 18.95 | |||||||
Number of shares upon conversion | 31,662,269 | 31,662,269 | ||||||
Senior Unsecured Convertible Notes due 2024 | Class B common stock | ||||||||
CORPORATE BORROWINGS | ||||||||
Derivative asset | $ 10,700,000 | |||||||
Common stock repurchased and cancellation (in shares) | shares | 24,057,143 | |||||||
Value of stock repurchased and canceled | $ 421,000,000 | |||||||
Legal fees | $ 2,600,000 | |||||||
Price per share (in dollars per share) | $ / shares | $ 17.50 | |||||||
Number of shares upon conversion | item | 5,666,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | Mar. 06, 2019USD ($)item$ / sharesshares | Feb. 15, 2019USD ($)$ / shares | Sep. 30, 2018item | Sep. 14, 2018USD ($)item$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) |
Dividends | |||||||
Cash dividend declared (in dollars per share) | $ / shares | $ 0.20 | ||||||
Dividends declared | $ 21,300,000 | $ 1.55 | |||||
Dividends and dividend equivalents | $ 21,800,000 | $ 25,800,000 | |||||
Shares surrendered to pay for payroll taxes, value | 1,100,000 | 1,800,000 | |||||
Additional paid-in capital | 2,001,700,000 | $ 1,998,400,000 | |||||
Reclassification from temporary equity | 400,000 | 300,000 | |||||
Equity disclosures | |||||||
Recorded stock-based compensation expense | 4,000,000 | ||||||
Additional Paid-in Capital | |||||||
Dividends | |||||||
Shares surrendered to pay for payroll taxes, value | 1,100,000 | 1,800,000 | |||||
Reclassification from temporary equity | 400,000 | 300,000 | |||||
G&A: Other | |||||||
Equity disclosures | |||||||
Stock-based compensation expense included in general and administrative expenses | 4,000,000 | $ 2,800,000 | |||||
Senior Unsecured Convertible Notes due 2024 | |||||||
Dividends | |||||||
Carrying value | $ 541,100,000 | 524,300,000 | |||||
Price per share (in dollars per share) | $ / shares | $ 14.85 | ||||||
Equity disclosures | |||||||
Price per share (in dollars per share) | $ / shares | $ 14.85 | ||||||
Maximum | |||||||
Dividends | |||||||
Ownership percentage | 50.00% | ||||||
Employee | |||||||
Equity disclosures | |||||||
Increase (decrease) to additional paid-in capital related to stock based compensation | $ 400,000 | ||||||
Shares of RSU and PSU | |||||||
Forfeited (in shares) | shares | (75,712) | ||||||
RSU and PSU Units | |||||||
Equity disclosures | |||||||
Restricted stock unit granted (in shares) | shares | 1,460,334 | ||||||
Shares of RSU and PSU | |||||||
Balance at the beginning of the period (in shares) | shares | 1,934,447 | ||||||
Granted (in shares) | shares | 1,460,334 | ||||||
Vested (in shares) | shares | (303,201) | ||||||
Forfeited (in shares) | shares | (3,122) | ||||||
Canceled | shares | (100,840) | ||||||
Nonvested at the end of the period (in shares) | shares | 2,987,618 | ||||||
Weighted Average Grant Date Fair Value | |||||||
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 21.50 | ||||||
Granted (in dollars per share) | $ / shares | 15.13 | ||||||
Vested (in dollars per share) | $ / shares | 21.76 | ||||||
Forfeited (in dollars per share) | $ / shares | 18.58 | ||||||
Cancelled (in dollars per share) | $ / shares | 21.46 | ||||||
Unvested at the end of the period (in dollars per share) | $ / shares | $ 17.62 | ||||||
2018 RSU awards | |||||||
Equity disclosures | |||||||
Recorded stock-based compensation expense | $ 900,000 | ||||||
2017 RSU awards | |||||||
Equity disclosures | |||||||
Recorded stock-based compensation expense | $ 500,000 | ||||||
Performance Vesting | Members of management and executive officers | |||||||
Equity disclosures | |||||||
Restricted stock unit granted (in shares) | shares | 730,167 | ||||||
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 | 730,167 | ||||||
Shares of RSU and PSU | |||||||
Granted (in shares) | shares | 730,167 | ||||||
Performance Vesting | Members of management and executive officers | Minimum | |||||||
Equity disclosures | |||||||
PSUs vesting as a percentage of performance target | 80.00% | ||||||
Percentage of performance target | 30.00% | ||||||
Performance Vesting | Members of management and executive officers | Maximum | |||||||
Equity disclosures | |||||||
PSUs vesting as a percentage of performance target | 120.00% | ||||||
Percentage of performance target | 200.00% | ||||||
Performance Vesting | Members of management and executive officers | Prior to January 2, 2019 | |||||||
Equity disclosures | |||||||
Awards forfeited (as a percent) | 66.67% | ||||||
Performance Vesting | Members of management and executive officers | Prior to January 2, 2020 | |||||||
Equity disclosures | |||||||
Awards forfeited (as a percent) | 33.33% | ||||||
2013 Equity Incentive Plan | RSU and PSU Units | |||||||
Equity disclosures | |||||||
Fair value of stock at grant date (in dollars per share) | $ / shares | $ 15.13 | ||||||
2013 Equity Incentive Plan | Restricted stock unit | Members of management | |||||||
Equity disclosures | |||||||
Restricted stock unit granted (in shares) | shares | 730,167 | ||||||
Number of shares to be received for each unit | shares | 1 | ||||||
Number of days from the termination of service for settlement of fully vested units | 30 days | ||||||
Grant date fair value (in dollars) | $ 11,000,000 | ||||||
Shares of RSU and PSU | |||||||
Granted (in shares) | shares | 730,167 | ||||||
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 | Restricted stock unit | Executive officers | |||||||
Related Party Transactions | |||||||
Vesting period (in years) | 3 years | ||||||
2013 Equity Incentive Plan | Performance Vesting | Members of management | |||||||
Dividends | |||||||
Price per share (in dollars per share) | $ / shares | $ 15.13 | ||||||
Equity disclosures | |||||||
Price per share (in dollars per share) | $ / shares | $ 15.13 | ||||||
Class A common stock | Senior Unsecured Convertible Notes due 2024 | |||||||
Dividends | |||||||
Number of shares upon conversion | 31,662,269 | 31,662,269 | |||||
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 | 25,703 | ||||||
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 | Senior Unsecured Convertible Notes due 2024 | |||||||
Dividends | |||||||
Common stock repurchased and cancellation (in shares) | shares | 24,057,143 | ||||||
Price per share (in dollars per share) | $ / shares | $ 17.50 | ||||||
Value of stock repurchased and canceled | $ 421,000,000 | ||||||
Legal fees | $ 2,600,000 | ||||||
Number of shares upon conversion | item | 5,666,000 | ||||||
Equity disclosures | |||||||
Price per share (in dollars per share) | $ / shares | $ 17.50 | ||||||
Wanda | |||||||
Dividends | |||||||
Receivable due from related party | 500,000 | 900,000 | |||||
Reimbursements | $ 100,000 | ||||||
Ownership percentage | 49.85% | ||||||
Combined voting power held in Holdings (as a percent) | 74.89% | ||||||
Related Party Transactions | |||||||
Receivable due from related party | $ 500,000 | $ 900,000 | |||||
Wanda | Minimum | |||||||
Dividends | |||||||
Ownership percentage | 50.10% | ||||||
Wanda | Class A common stock | |||||||
Dividends | |||||||
Voting ratio between Class B and Class A common stock | three-to-one voting ratio | ||||||
Wanda | Class B common stock | |||||||
Dividends | |||||||
Shares owned | shares | 51,769,784 | ||||||
Number of shares upon conversion | 5,666,000 |
STOCKHOLDERS' EQUITY - compensa
STOCKHOLDERS' EQUITY - compensation expense (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Recorded stock-based compensation expense | $ 4 |
Unrecognized stock-based compensation expense | 32.6 |
Board Of Directors 2019 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Recorded stock-based compensation expense | 0.4 |
2019 RSU awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Recorded stock-based compensation expense | 0.4 |
Unrecognized stock-based compensation expense | 10.7 |
2019 PSU awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Recorded stock-based compensation expense | 0.7 |
Unrecognized stock-based compensation expense | 10.4 |
2018 RSU awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Recorded stock-based compensation expense | 0.9 |
Unrecognized stock-based compensation expense | 5.7 |
2018 PSU awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Recorded stock-based compensation expense | 0.8 |
Unrecognized stock-based compensation expense | 3.4 |
2017 RSU awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Recorded stock-based compensation expense | 0.5 |
Unrecognized stock-based compensation expense | 1.4 |
2017 RSU NEO awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Recorded stock-based compensation expense | 0.3 |
Unrecognized stock-based compensation expense | 1 |
Expected to Recognize 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense expected to be recognized | 16.1 |
Expected to Recognize 2019 | 2019 RSU awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense expected to be recognized | 3.3 |
Expected to Recognize 2019 | 2019 PSU awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense expected to be recognized | 5.8 |
Expected to Recognize 2019 | 2018 RSU awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense expected to be recognized | 2.4 |
Expected to Recognize 2019 | 2018 PSU awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense expected to be recognized | 2.2 |
Expected to Recognize 2019 | 2017 RSU awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense expected to be recognized | 1.4 |
Expected to Recognize 2019 | 2017 RSU NEO awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense expected to be recognized | 1 |
Expected to Recognize 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense expected to be recognized | 11.5 |
Expected to Recognize 2020 | 2019 RSU awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense expected to be recognized | 3.7 |
Expected to Recognize 2020 | 2019 PSU awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense expected to be recognized | 3.3 |
Expected to Recognize 2020 | 2018 RSU awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense expected to be recognized | 3.3 |
Expected to Recognize 2020 | 2018 PSU awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense expected to be recognized | 1.2 |
Expected To Recognize 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense expected to be recognized | 5 |
Expected To Recognize 2021 | 2019 RSU awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense expected to be recognized | 3.7 |
Expected To Recognize 2021 | 2019 PSU awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense expected to be recognized | $ 1.3 |
STOCKHOLDERS' EQUITY - equity s
STOCKHOLDERS' EQUITY - equity statements (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Increase (Decrease) in Stockholders' Equity | ||
Balance at the beginning of the period | $ 1,397.6 | $ 2,112.4 |
Cumulative Effect of New Accounting Principle in Period of Adoption | 78.8 | (31.8) |
Net earnings (loss) for basic earnings (loss) per share | (130.2) | 17.7 |
Other comprehensive income (loss) | (24.9) | 10.7 |
RSUs surrendered to pay for payroll taxes | (1.1) | (1.8) |
Reclassification from temporary equity | $ 0.4 | 0.3 |
Stock-based compensation | 2.8 | |
Stock based compensation (in shares) | 4,000,000 | |
Balance at the end of the period | $ 1,303.5 | 2,085 |
Reversed dividend accrual | ||
Increase (Decrease) in Stockholders' Equity | ||
Dividends declared | 0.7 | |
Additional Paid-in Capital | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance at the beginning of the period | 1,998.4 | 2,241.6 |
RSUs surrendered to pay for payroll taxes | (1.1) | (1.8) |
Reclassification from temporary equity | $ 0.4 | 0.3 |
Stock-based compensation | 2.8 | |
Stock based compensation (in shares) | 4,000,000 | |
Balance at the end of the period | $ 2,001.7 | 2,242.9 |
Treasury Stock | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance at the beginning of the period | $ (56.4) | $ (48.2) |
Balance (in shares) | 3,732,625 | 3,232,625 |
Balance at the end of the period | $ (56.4) | $ (48.2) |
Balance (in shares) | 3,732,625 | 3,232,625 |
Accumulated Other Comprehensive Income (Loss) | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance at the beginning of the period | $ 5.5 | $ 125.6 |
Cumulative Effect of New Accounting Principle in Period of Adoption | 4.4 | |
Other comprehensive income (loss) | (24.9) | 10.7 |
Balance at the end of the period | (19.4) | 140.7 |
Accumulated Earnings (Deficit) | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance at the beginning of the period | (550.9) | (207.9) |
Cumulative Effect of New Accounting Principle in Period of Adoption | 78.8 | (36.2) |
Net earnings (loss) for basic earnings (loss) per share | (130.2) | 17.7 |
Balance at the end of the period | (623.4) | (251.7) |
Accumulated Earnings (Deficit) | Reversed dividend accrual | ||
Increase (Decrease) in Stockholders' Equity | ||
Dividends declared | 0.7 | |
Class A common stock | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance at the beginning of the period | $ 0.5 | |
Balance (in shares) | 51,705,469 | |
Balance at the end of the period | $ 0.5 | |
Balance (in shares) | 52,073,316 | |
Class A common stock | Dividend declared | ||
Increase (Decrease) in Stockholders' Equity | ||
Dividends declared | $ (10.7) | (10.8) |
Class A common stock | Common Stock | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance at the beginning of the period | $ 0.5 | |
Balance (in shares) | 55,401,325 | 55,010,160 |
Reclassification from temporary equity (in shares) | 75,712 | 27,195 |
Stock based compensation (in shares) | 328,904 | 354,060 |
Balance at the end of the period | $ 0.5 | |
Balance (in shares) | 55,805,941 | 55,391,415 |
Class A common stock | Accumulated Earnings (Deficit) | Dividend declared | ||
Increase (Decrease) in Stockholders' Equity | ||
Dividends declared | $ (10.7) | $ (10.8) |
Class B common stock | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance (in shares) | 51,769,784 | |
Class B common stock | Dividend declared | ||
Increase (Decrease) in Stockholders' Equity | ||
Dividends declared | $ (10.4) | (15.2) |
Class B common stock | Common Stock | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance at the beginning of the period | $ 0.5 | $ 0.8 |
Balance (in shares) | 51,769,784 | 75,826,927 |
Balance at the end of the period | $ 0.5 | $ 0.8 |
Balance (in shares) | 51,769,784 | 75,826,927 |
Class B common stock | Accumulated Earnings (Deficit) | Dividend declared | ||
Increase (Decrease) in Stockholders' Equity | ||
Dividends declared | $ (10.4) | $ (15.2) |
INCOME TAXES - Effective income
INCOME TAXES - Effective income tax rate on earnings (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Effect of: | ||||
Effective income tax rate (as a percent) | (4.50%) | |||
Tax contingencies and other tax liabilities | $ 25.6 | $ 22 | ||
Net deferred tax assets | 14.8 | $ 13 | ||
Income tax benefit | $ (5.7) | $ (4.7) | ||
Forecast | ||||
Effect of: | ||||
Effective income tax rate (as a percent) | (6.10%) |
INCOME TAXES - Income tax provi
INCOME TAXES - Income tax provision (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Deferred: | ||
Deferred income taxes | $ 4.1 | $ 1.5 |
Income tax provision (benefit) | $ 5.7 | $ 4.7 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair value on a recurring basis (Details) - Recurring basis $ in Millions | Mar. 31, 2019USD ($) |
Other long-term assets: | |
Money market mutual funds | $ 0.5 |
Derivative asset | 40.6 |
Investments measured at net asset value | 10.9 |
Investment in NCM | 1.4 |
Total assets at fair value | 53.4 |
Other long-term liabilities: | |
Derivative liability | 37.3 |
Total liabilities at fair value | 37.3 |
Quoted prices in active market (Level 1) | |
Other long-term assets: | |
Money market mutual funds | 0.5 |
Investment in NCM | 1.4 |
Total assets at fair value | 1.9 |
Significant unobservable inputs (Level 3) | |
Other long-term assets: | |
Derivative asset | 40.6 |
Total assets at fair value | 40.6 |
Other long-term liabilities: | |
Derivative liability | 37.3 |
Total liabilities at fair value | $ 37.3 |
FAIR VALUE MEASUREMENTS - Fai_2
FAIR VALUE MEASUREMENTS - Fair value on a nonrecurring basis (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 14, 2018 | |
Fair value measurements | ||||
Other than Temporary Impairment Losses, Investments | $ 16 | |||
Other Fair Value Measurement Disclosures | ||||
Operating lease right-of-use assets | $ 4,809.2 | |||
Current maturities of corporate borrowings, carrying value | 15.2 | $ 15.2 | ||
Corporate borrowings, noncurrent, carrying value | 4,737.7 | 4,707.8 | ||
Senior Unsecured Convertible Notes due 2024 | ||||
Other Fair Value Measurement Disclosures | ||||
Convertible debt, carrying value | 541.1 | $ 524.3 | ||
Conavertible debt, fair value | $ 600 | |||
Total Carrying Value | ||||
Other Fair Value Measurement Disclosures | ||||
Current maturities of corporate borrowings, carrying value | 15.2 | |||
Corporate borrowings, noncurrent, carrying value | 4,737.7 | |||
Significant other observable inputs (Level 2) | ||||
Other Fair Value Measurement Disclosures | ||||
Current maturities of corporate borrowings, fair value | 14 | |||
Corporate borrowings, noncurrent, fair value | 4,112.3 | |||
Significant unobservable inputs (Level 3) | ||||
Other Fair Value Measurement Disclosures | ||||
Current maturities of corporate borrowings, fair value | 1.4 | |||
Corporate borrowings, noncurrent, fair value | $ 515.4 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME - Change in AOCI by component (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Changes in accumulated other comprehensive income | ||
Balance at the beginning of the period | $ 1,397.6 | $ 2,112.4 |
Other comprehensive income (loss), net of tax | (24.9) | 10.7 |
Balance at the end of the period | 1,303.5 | 2,085 |
Accumulated Other Comprehensive Income (Loss) | ||
Changes in accumulated other comprehensive income | ||
Balance at the beginning of the period | 5.5 | 125.6 |
Other comprehensive income (loss) before reclassifications | (25.4) | |
Amounts reclassified from accumulated other comprehensive income | 0.5 | |
Other comprehensive income (loss), net of tax | (24.9) | 10.7 |
Balance at the end of the period | (19.4) | 140.7 |
Foreign Currency | ||
Changes in accumulated other comprehensive income | ||
Balance at the beginning of the period | 7.2 | |
Other comprehensive income (loss) before reclassifications | (25.4) | 11.7 |
Amounts reclassified from accumulated other comprehensive income | 0.5 | |
Balance at the end of the period | (17.7) | |
Pension and Other Benefits (recorded in G&A : Other) | ||
Changes in accumulated other comprehensive income | ||
Balance at the beginning of the period | (1.8) | |
Other comprehensive income (loss) before reclassifications | 0.1 | |
Balance at the end of the period | (1.7) | |
Unrealized Gain from Equity Method Investees' Cash Flow Hedge | ||
Changes in accumulated other comprehensive income | ||
Balance at the beginning of the period | 0.1 | |
Other comprehensive income (loss) before reclassifications | $ (0.1) | $ (0.2) |
ACCUMULATED OTHER COMPREHENSI_4
ACCUMULATED OTHER COMPREHENSIVE INCOME - OCI and tax effects (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Pre-Tax Amount | ||
Realized loss on foreign currency transactions | $ 0.5 | |
Other comprehensive income (loss), before tax | (24.9) | $ 10.1 |
Tax (Expense) Benefit | ||
Other comprehensive income (loss), tax | 0.6 | |
Net-of-Tax Amount | ||
Realized loss on foreign currency transactions, net of tax | 0.5 | |
Other comprehensive income (loss), net of tax | (24.9) | 10.7 |
Foreign Currency | ||
Pre-Tax Amount | ||
Unrealized net holding gain (loss) arising during the period | (25.4) | 11.4 |
Tax (Expense) Benefit | ||
Unrealized net holding gain (loss) arising during the period, tax | 0.3 | |
Net-of-Tax Amount | ||
Unrealized net holding gain (loss) arising during the period, net of tax | (25.4) | 11.7 |
Reclassification adjustment for net gain (loss) realized in net earnings, net of tax | 0.5 | |
Pension and Other Benefit Adjustments, Net Gain or Loss | ||
Pre-Tax Amount | ||
Unrealized net holding gain (loss) arising during the period | 0.1 | (1.4) |
Tax (Expense) Benefit | ||
Unrealized net holding gain (loss) arising during the period, tax | 0.3 | |
Net-of-Tax Amount | ||
Unrealized net holding gain (loss) arising during the period, net of tax | 0.1 | (1.1) |
Unrealized Gain from Equity Method Investees' Cash Flow Hedge | ||
Pre-Tax Amount | ||
Unrealized net holding gain (loss) arising during the period | (0.1) | (0.2) |
Net-of-Tax Amount | ||
Unrealized net holding gain (loss) arising during the period, net of tax | $ (0.1) | (0.2) |
Realized Net Loss from Non-Consolidated Entities' Cash Flow Hedge | ||
Pre-Tax Amount | ||
Reclassification adjustment for net gain (loss) realized in net earnings | (0.1) | |
Net-of-Tax Amount | ||
Reclassification adjustment for net gain (loss) realized in net earnings, net of tax | $ (0.1) |
OPERATING SEGMENT (Details)
OPERATING SEGMENT (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019USD ($)segment | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | |
OPERATING SEGMENT | |||
Number of reportable segments | segment | 2 | ||
Revenue | $ 1,200.4 | $ 1,383.6 | |
Long-term assets, net | 12,921.6 | $ 8,714.5 | |
Adjusted EBITDA | 108.2 | 277.9 | |
Capital expenditures | 114.8 | 107.3 | |
U.S. | |||
OPERATING SEGMENT | |||
Revenue | 867.2 | 982.1 | |
Long-term assets, net | 8,989.2 | 5,826.5 | |
Adjusted EBITDA | 77.5 | 208.4 | |
Capital expenditures | 75.5 | 71 | |
International markets | |||
OPERATING SEGMENT | |||
Revenue | 333.2 | 401.5 | |
Long-term assets, net | 3,932.4 | $ 2,888 | |
Adjusted EBITDA | 30.7 | 69.5 | |
Capital expenditures | 39.3 | 36.3 | |
UK | |||
OPERATING SEGMENT | |||
Revenue | 102.1 | 130.5 | |
Spain | |||
OPERATING SEGMENT | |||
Revenue | 41.4 | 49.6 | |
Sweden | |||
OPERATING SEGMENT | |||
Revenue | 45.7 | 60.6 | |
Italy | |||
OPERATING SEGMENT | |||
Revenue | 53.2 | 60.9 | |
Germany | |||
OPERATING SEGMENT | |||
Revenue | 31.6 | 32.8 | |
Finland | |||
OPERATING SEGMENT | |||
Revenue | 25.7 | 28 | |
Ireland | |||
OPERATING SEGMENT | |||
Revenue | 8 | 10.5 | |
Other foreign countries | |||
OPERATING SEGMENT | |||
Revenue | $ 25.5 | $ 28.6 |
OPERATING SEGMENT - Reconciliat
OPERATING SEGMENT - Reconciliation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 15, 2018 | |
Reconciliation of net income to EBITDA | |||
Net earnings (loss) for basic earnings (loss) per share | $ (130.2) | $ 17.7 | |
Income tax provision (benefit) | 5.7 | 4.7 | |
Interest expense | 83.6 | 82.5 | |
Depreciation, Depletion and Amortization | 113 | 130.5 | |
Certain operating expenses | 2.5 | 3.7 | |
Recorded equity in earnings | 6.5 | (9) | |
Cash distributions from non-consolidated entities | 10.5 | 24.3 | |
Investment (income) expense | (16.1) | (5.2) | |
Attributable EBITDA | 0.9 | 2 | |
Other expense (income) | 29.9 | 1.2 | |
Non-cash rent - purchase accounting | 7.6 | ||
General and Administrative Expense [Abstract] | |||
Merger Acquisition Transaction Costs | 3.3 | 4.7 | |
Stock-based compensation expense | 4 | 2.8 | |
Adjusted EBITDA | 108.2 | 277.9 | |
Foriegn currency transactions (gain) losses | (0.5) | (1.2) | |
Income (Loss) from Equity Method Investments | 6.5 | (9) | |
Loss on derivative asset, increase of derivative liability | 28.4 | ||
Attributable EBITDA | |||
Reconciliation of net income to EBITDA | |||
Recorded equity in earnings | 6.5 | (9) | |
Equity in earnings (loss) non-theatre JV's | (6) | 10.3 | |
Investment (income) expense | (0.2) | ||
Attributable EBITDA | 0.9 | 2 | |
Other expense (income) | 1.6 | ||
General and Administrative Expense [Abstract] | |||
Financing related foreign currency transaction gain | 0.4 | ||
Income (Loss) from Equity Method Investments | 6.5 | (9) | |
International markets | |||
General and Administrative Expense [Abstract] | |||
Adjusted EBITDA | 30.7 | 69.5 | |
International markets | Attributable EBITDA | |||
Reconciliation of net income to EBITDA | |||
Depreciation, Depletion and Amortization | 0.6 | 0.7 | |
Equity in earnings (loss) International theatre JV's | 0.5 | 1.3 | |
NCM | |||
Reconciliation of net income to EBITDA | |||
Recorded equity in earnings | (17.5) | ||
General and Administrative Expense [Abstract] | |||
Income (Loss) from Equity Method Investments | (17.5) | ||
Impairment of investment | $ 16 | ||
Price per share (in dollars per share) | $ 5.19 | $ 7.24 | |
Gain (loss) on sale | $ (1.1) | ||
DCIP | |||
Reconciliation of net income to EBITDA | |||
Recorded equity in earnings | 5.6 | 6.6 | |
General and Administrative Expense [Abstract] | |||
Income (Loss) from Equity Method Investments | $ 5.6 | $ 6.6 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Feb. 15, 2019USD ($) | Sep. 14, 2018USD ($) | Mar. 31, 2019 | Jan. 31, 2018item |
COMMITMENTS AND CONTINGENCIES | ||||
Weighted average discount rate | 7.30% | |||
Dividends declared | $ | $ 21,300,000 | $ 1.55 | ||
Number of pending actions | item | 2 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) $ / shares in Units, $ in Millions | Sep. 30, 2018item | Mar. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | Sep. 14, 2018USD ($)$ / shares |
Numerator: | |||||
Net earnings (loss) for basic earnings (loss) per share | $ (130.2) | $ 17.7 | |||
Net earnings (loss) for diluted earnings (loss) per share | $ (130.2) | $ 17.7 | |||
Denominator (shares in thousands): | |||||
Weighted average shares for basic earnings per common share | shares | 103,783,000 | 128,046,000 | |||
Weighted average shares for diluted earnings per common share | shares | 103,783,000 | 128,046,000 | |||
Basic earnings (loss) per common share (in dollars per share) | $ / shares | $ (1.25) | $ 0.14 | |||
Diluted earnings (loss) per common share (in dollars per share) | $ / shares | $ (1.25) | $ 0.14 | |||
Interest expense | $ 71.3 | $ 61.7 | |||
Derivative liability | $ 37.3 | $ 24 | |||
Senior Unsecured Convertible Notes due 2024 | |||||
Denominator (shares in thousands): | |||||
Anti-dilutive securities not included in the computations of diluted earnings per share (in shares) | shares | 31,700,000 | ||||
Interest expense | $ 8 | ||||
Gain on derivative liability | 13.3 | ||||
Conversion rate (in dollars per share) | $ / shares | $ 18.95 | ||||
Derivative liability | $ 37.3 | $ 24 | $ 90.4 | ||
Senior Unsecured Convertible Notes due 2024 | Class A common stock | |||||
Denominator (shares in thousands): | |||||
Conversion rate (in dollars per share) | $ / shares | $ 18.95 | ||||
Number of shares upon conversion | 31,662,269 | 31,662,269 | |||
Senior Unsecured Convertible Notes due 2024 | (Increase) decrease to Net Earnings | |||||
Denominator (shares in thousands): | |||||
Derivative liability | $ 13.3 | ||||
Performance Vesting | |||||
Denominator (shares in thousands): | |||||
Anti-dilutive securities not included in the computations of diluted earnings per share (in shares) | shares | 504,253 | ||||
Restricted stock unit | |||||
Denominator (shares in thousands): | |||||
Anti-dilutive securities not included in the computations of diluted earnings per share (in shares) | shares | 43,073 |
CONDENSED CONSOLIDATING FINAN_3
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues | ||
Revenue | $ 1,200.4 | $ 1,383.6 |
Operating costs and expenses | ||
Operating expenses, excluding depreciation and amortization below | 402.8 | 411.9 |
Rent | 242 | 189.7 |
General and administrative: | ||
Merger, acquisition and transaction costs | 3.3 | 4.7 |
Other, excluding depreciation and amortization below | 46.2 | 44.2 |
Depreciation and amortization | 113 | 130.5 |
Operating costs and expenses | 1,234.1 | 1,273.7 |
Operating income (loss) | (33.7) | 109.9 |
Other expense (income) | ||
Other expense (income) | 29.8 | 1.2 |
Interest expense: | ||
Corporate borrowings | 71.3 | 61.7 |
Capital and financing lease obligations | 2.1 | 10.3 |
Non-cash NCM exhibitor services agreement | 10.2 | 10.5 |
Equity in (earnings) loss of non-consolidated entities | (6.5) | 9 |
Investment (income) expense | (16.1) | (5.2) |
Total other expense | 90.8 | 87.5 |
Earnings (loss) before income taxes | (124.5) | 22.4 |
Income tax provision (benefit) | 5.7 | 4.7 |
Net earnings (loss) | (130.2) | 17.7 |
Consolidating Adjustments | ||
Other expense (income) | ||
Equity in (earnings) loss of AMC Entertainment Inc. | (493.6) | 44.6 |
Interest expense: | ||
Corporate borrowings | (71.2) | (62.7) |
Intercompany interest expense | (197.5) | |
Investment (income) expense | 268.7 | 62.7 |
Total other expense | (493.6) | 44.6 |
Earnings (loss) before income taxes | 493.6 | (44.6) |
Net earnings (loss) | 493.6 | (44.6) |
AMCE | ||
Other expense (income) | ||
Equity in (earnings) loss of AMC Entertainment Inc. | 294.7 | (21.3) |
Other expense (income) | 28.9 | |
Interest expense: | ||
Corporate borrowings | 70.8 | 60.7 |
Investment (income) expense | (264.2) | (57.1) |
Total other expense | 130.2 | (17.7) |
Earnings (loss) before income taxes | (130.2) | 17.7 |
Net earnings (loss) | (130.2) | 17.7 |
Subsidiary Guarantors | ||
Revenues | ||
Revenue | 705.6 | 803.8 |
Operating costs and expenses | ||
Operating expenses, excluding depreciation and amortization below | 230.1 | 225.4 |
Rent | 141.2 | 107.5 |
General and administrative: | ||
Merger, acquisition and transaction costs | 1.2 | 4 |
Other, excluding depreciation and amortization below | 27.5 | 26.3 |
Depreciation and amortization | 67.2 | 69.8 |
Operating costs and expenses | 731.5 | 730.1 |
Operating income (loss) | (25.9) | 73.7 |
Other expense (income) | ||
Equity in (earnings) loss of AMC Entertainment Inc. | 198.9 | (23.3) |
Other expense (income) | 0.5 | (0.2) |
Interest expense: | ||
Corporate borrowings | 71 | 62.7 |
Capital and financing lease obligations | 0.4 | 1.8 |
Non-cash NCM exhibitor services agreement | 10.2 | 10.5 |
Equity in (earnings) loss of non-consolidated entities | (6.1) | 10.1 |
Investment (income) expense | (9.6) | (10.3) |
Total other expense | 265.3 | 51.3 |
Earnings (loss) before income taxes | (291.2) | 22.4 |
Income tax provision (benefit) | 3.5 | 1.1 |
Net earnings (loss) | (294.7) | 21.3 |
Subsidiary Non-Guarantors | ||
Revenues | ||
Revenue | 494.8 | 579.8 |
Operating costs and expenses | ||
Operating expenses, excluding depreciation and amortization below | 172.7 | 186.5 |
Rent | 100.8 | 82.2 |
General and administrative: | ||
Merger, acquisition and transaction costs | 2.1 | 0.7 |
Other, excluding depreciation and amortization below | 18.7 | 17.9 |
Depreciation and amortization | 45.8 | 60.7 |
Operating costs and expenses | 502.6 | 543.6 |
Operating income (loss) | (7.8) | 36.2 |
Other expense (income) | ||
Other expense (income) | 0.4 | 1.4 |
Interest expense: | ||
Corporate borrowings | 0.7 | 1 |
Capital and financing lease obligations | 1.7 | 8.5 |
Intercompany interest expense | 197.5 | |
Equity in (earnings) loss of non-consolidated entities | (0.4) | (1.1) |
Investment (income) expense | (11) | (0.5) |
Total other expense | 188.9 | 9.3 |
Earnings (loss) before income taxes | (196.7) | 26.9 |
Income tax provision (benefit) | 2.2 | 3.6 |
Net earnings (loss) | (198.9) | 23.3 |
Admissions | ||
Revenues | ||
Revenue | 731.5 | 875 |
Operating costs and expenses | ||
Operating costs and expenses | 365.3 | 426.5 |
Admissions | Subsidiary Guarantors | ||
Revenues | ||
Revenue | 422.2 | 497.1 |
Operating costs and expenses | ||
Operating costs and expenses | 229.3 | 260.7 |
Admissions | Subsidiary Non-Guarantors | ||
Revenues | ||
Revenue | 309.3 | 377.9 |
Operating costs and expenses | ||
Operating costs and expenses | 136 | 165.8 |
Food and beverage | ||
Revenues | ||
Revenue | 368.8 | 405.8 |
Operating costs and expenses | ||
Operating costs and expenses | 61.5 | 66.2 |
Food and beverage | Subsidiary Guarantors | ||
Revenues | ||
Revenue | 225.3 | 245.7 |
Operating costs and expenses | ||
Operating costs and expenses | 35 | 36.4 |
Food and beverage | Subsidiary Non-Guarantors | ||
Revenues | ||
Revenue | 143.5 | 160.1 |
Operating costs and expenses | ||
Operating costs and expenses | 26.5 | 29.8 |
Total other theatre | ||
Revenues | ||
Revenue | 100.1 | 102.8 |
Total other theatre | Subsidiary Guarantors | ||
Revenues | ||
Revenue | 58.1 | 61 |
Total other theatre | Subsidiary Non-Guarantors | ||
Revenues | ||
Revenue | $ 42 | $ 41.8 |
CONDENSED CONSOLIDATING FINAN_4
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net earnings (loss) | $ (130.2) | $ 17.7 |
Unrealized foreign currency translation adjustment, net of tax | (25.4) | 11.7 |
Realized loss on foreign currency transactions, net of tax | 0.5 | |
Pension and other benefit adjustments: | ||
Net loss arising during the period, net of tax | 0.1 | (1.1) |
Equity method investees' cash flow hedge: | ||
Unrealized holding gains arising during the period | (0.1) | 0.2 |
Realized net loss (gain) reclassified into equity in earnings of non-consolidated entities, net of tax | (0.1) | |
Other comprehensive income (loss), net of tax | (24.9) | 10.7 |
Total comprehensive income (loss) | (155.1) | 28.4 |
Consolidating Adjustments | ||
Net earnings (loss) | 493.6 | (44.6) |
Equity in other comprehensive income (loss) of subsidiaries | 40.5 | (26.5) |
Equity method investees' cash flow hedge: | ||
Other comprehensive income (loss), net of tax | 40.5 | (26.5) |
Total comprehensive income (loss) | 534.1 | (71.1) |
AMCE | ||
Net earnings (loss) | (130.2) | 17.7 |
Equity in other comprehensive income (loss) of subsidiaries | (24.9) | 10.7 |
Equity method investees' cash flow hedge: | ||
Other comprehensive income (loss), net of tax | (24.9) | 10.7 |
Total comprehensive income (loss) | (155.1) | 28.4 |
Subsidiary Guarantors | ||
Net earnings (loss) | (294.7) | 21.3 |
Equity in other comprehensive income (loss) of subsidiaries | (15.6) | 15.8 |
Unrealized foreign currency translation adjustment, net of tax | (9.7) | (5.2) |
Realized loss on foreign currency transactions, net of tax | 0.5 | |
Equity method investees' cash flow hedge: | ||
Unrealized holding gains arising during the period | (0.1) | 0.2 |
Realized net loss (gain) reclassified into equity in earnings of non-consolidated entities, net of tax | (0.1) | |
Other comprehensive income (loss), net of tax | (24.9) | 10.7 |
Total comprehensive income (loss) | (319.6) | 32 |
Subsidiary Non-Guarantors | ||
Net earnings (loss) | (198.9) | 23.3 |
Unrealized foreign currency translation adjustment, net of tax | (15.7) | 16.9 |
Pension and other benefit adjustments: | ||
Net loss arising during the period, net of tax | 0.1 | (1.1) |
Equity method investees' cash flow hedge: | ||
Other comprehensive income (loss), net of tax | (15.6) | 15.8 |
Total comprehensive income (loss) | $ (214.5) | $ 39.1 |
CONDENSED CONSOLIDATING FINAN_5
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Balance Sheets (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||||
Cash and cash equivalents | $ 184.6 | $ 313.3 | ||
Restricted cash | 10.6 | 10.7 | ||
Receivables, net | 193.8 | 259.5 | ||
Other current assets | 162.6 | 197.8 | ||
Total current assets | 551.6 | 781.3 | ||
Property, net | 2,600.8 | 3,039.6 | ||
Operating lease right-of-use assets | 4,809.2 | |||
Intangible assets, net | 199 | 352.1 | ||
Goodwill | 4,787.9 | 4,788.7 | ||
Deferred tax asset, net | 31 | 28.6 | ||
Other long-term assets | 493.7 | 505.5 | ||
Total assets | 13,473.2 | 9,495.8 | ||
Current liabilities: | ||||
Accounts payable | 382.8 | 452.6 | ||
Accrued expenses and other liabilities | 342.4 | 378.5 | ||
Deferred revenues and income | 370.1 | 414.8 | ||
Current maturities of corporate borrowings, carrying value | 15.2 | 15.2 | ||
Current maturities of of finance lease liabilities | 11.6 | |||
Current maturities of operating lease liabilities | 570.7 | |||
Current maturities of corporate borrowings and lease liabilities | 67 | |||
Total current liabilities | 1,692.8 | 1,328.1 | ||
Corporate borrowings | 4,737.7 | 4,707.8 | ||
Finance lease liability | 117 | 493.2 | ||
Operating lease liability | 4,826.6 | |||
Capital and financing lease obligations | 493.2 | |||
Exhibitor services agreement | 561.6 | 564 | ||
Deferred tax liability, net | 45.8 | 41.6 | ||
Other long-term liabilities | 188.2 | 963.1 | ||
Total liabilities | 12,169.7 | 8,097.8 | ||
Temporary equity | 0.4 | |||
Total stockholders' equity | 1,303.5 | 1,397.6 | $ 2,085 | $ 2,112.4 |
Total liabilities and stockholders' equity | 13,473.2 | 9,495.8 | ||
Consolidating Adjustments | ||||
Current assets: | ||||
Receivables, net | (2.3) | (4.4) | ||
Total current assets | (2.3) | (4.4) | ||
Investment in equity of subsidiaries | (1,882.6) | (2,149.1) | ||
Deferred tax asset, net | (68.7) | (68.7) | ||
Total assets | (1,953.6) | (2,222.2) | ||
Current liabilities: | ||||
Accounts payable | (2.3) | (4.5) | ||
Accrued expenses and other liabilities | 0.1 | |||
Total current liabilities | (2.3) | (4.4) | ||
Deferred tax liability, net | (68.7) | (68.7) | ||
Total liabilities | (71) | (73.1) | ||
Total stockholders' equity | (1,882.6) | (2,149.1) | ||
Total liabilities and stockholders' equity | (1,953.6) | (2,222.2) | ||
AMCE | ||||
Current assets: | ||||
Cash and cash equivalents | 0.3 | 0.3 | ||
Total current assets | 0.3 | 0.3 | ||
Investment in equity of subsidiaries | 630.9 | 654.3 | ||
Intercompany advances | 5,433.2 | 5,427 | ||
Goodwill | (2.1) | (2.1) | ||
Other long-term assets | 44.1 | 59.8 | ||
Total assets | 6,106.4 | 6,139.3 | ||
Current liabilities: | ||||
Accrued expenses and other liabilities | 59.6 | 31.5 | ||
Current maturities of corporate borrowings, carrying value | 13.8 | 13.8 | ||
Total current liabilities | 73.4 | 45.3 | ||
Corporate borrowings | 4,729.5 | 4,696 | ||
Total liabilities | 4,802.9 | 4,741.3 | ||
Temporary equity | 0.4 | |||
Total stockholders' equity | 1,303.5 | 1,397.6 | ||
Total liabilities and stockholders' equity | 6,106.4 | 6,139.3 | ||
Subsidiary Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 91.3 | 169.5 | ||
Receivables, net | 107.9 | 157.3 | ||
Other current assets | 100.9 | 120.8 | ||
Total current assets | 300.1 | 447.6 | ||
Investment in equity of subsidiaries | 1,251.7 | 1,494.8 | ||
Property, net | 1,495.5 | 1,534.9 | ||
Operating lease right-of-use assets | 2,818.1 | |||
Intangible assets, net | 126.9 | 209.6 | ||
Intercompany advances | (3,377.7) | (3,541.1) | ||
Goodwill | 2,422.1 | 2,422.1 | ||
Other long-term assets | 310.4 | 307.5 | ||
Total assets | 5,347.1 | 2,875.4 | ||
Current liabilities: | ||||
Accounts payable | 248 | 301.5 | ||
Accrued expenses and other liabilities | 146.2 | 176.4 | ||
Deferred revenues and income | 286 | 313 | ||
Current maturities of corporate borrowings, carrying value | 1.4 | 1.4 | ||
Current maturities of of finance lease liabilities | 3.2 | |||
Current maturities of operating lease liabilities | 356.6 | |||
Current maturities of corporate borrowings and lease liabilities | 9.7 | |||
Total current liabilities | 1,041.4 | 802 | ||
Finance lease liability | 15.2 | |||
Operating lease liability | 2,886 | |||
Capital and financing lease obligations | 63.8 | |||
Exhibitor services agreement | 561.6 | 564 | ||
Deferred tax liability, net | 89.5 | 86.4 | ||
Other long-term liabilities | 122.5 | 704.9 | ||
Total liabilities | 4,716.2 | 2,221.1 | ||
Total stockholders' equity | 630.9 | 654.3 | ||
Total liabilities and stockholders' equity | 5,347.1 | 2,875.4 | ||
Subsidiary Non-Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 93 | 143.5 | ||
Restricted cash | 10.6 | 10.7 | ||
Receivables, net | 88.2 | 106.6 | ||
Other current assets | 61.7 | 77 | ||
Total current assets | 253.5 | 337.8 | ||
Property, net | 1,105.3 | 1,504.7 | ||
Operating lease right-of-use assets | 1,991.1 | |||
Intangible assets, net | 72.1 | 142.5 | ||
Intercompany advances | (2,055.5) | (1,885.9) | ||
Goodwill | 2,367.9 | 2,368.7 | ||
Deferred tax asset, net | 99.7 | 97.3 | ||
Other long-term assets | 139.2 | 138.2 | ||
Total assets | 3,973.3 | 2,703.3 | ||
Current liabilities: | ||||
Accounts payable | 137.1 | 155.6 | ||
Accrued expenses and other liabilities | 136.6 | 170.5 | ||
Deferred revenues and income | 84.1 | 101.8 | ||
Current maturities of of finance lease liabilities | 8.4 | |||
Current maturities of operating lease liabilities | 214.1 | |||
Current maturities of corporate borrowings and lease liabilities | 57.3 | |||
Total current liabilities | 580.3 | 485.2 | ||
Corporate borrowings | 8.2 | 11.8 | ||
Finance lease liability | 101.8 | |||
Operating lease liability | 1,940.6 | |||
Capital and financing lease obligations | 429.4 | |||
Deferred tax liability, net | 25 | 23.9 | ||
Other long-term liabilities | 65.7 | 258.2 | ||
Total liabilities | 2,721.6 | 1,208.5 | ||
Total stockholders' equity | 1,251.7 | 1,494.8 | ||
Total liabilities and stockholders' equity | $ 3,973.3 | $ 2,703.3 |
CONDENSED CONSOLIDATING FINAN_6
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Cash Flows (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net change in operating activities: | ||
Net cash provided by operating activities | $ 1.4 | $ 165.4 |
Cash flows from investing activities: | ||
Capital expenditures | (114.8) | (107.3) |
Proceeds from disposition of long-term assets | 17.3 | 3.8 |
Investments in non-consolidated entities, net | (0.1) | (10.7) |
Other, net | (0.9) | (0.6) |
Net cash provided by (used in) investing activities | (98.5) | (114.8) |
Cash flows from financing activities: | ||
Borrowings under (repayments) Revolving Credit Facility | (3.8) | |
Principal payment of Loan | (3.5) | |
Principal payments under term loan | (3.4) | (3.5) |
Principal payments under capital and financing lease obligations | (3.8) | (17.9) |
Cash used to pay dividends | (21.8) | (25.8) |
Taxes paid for restricted unit withholdings | (1.1) | (1.7) |
Purchase of treasury stock | (13.5) | |
Net cash provided by (used in) financing activities | (33.9) | (62.4) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | 2.2 | 6 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (128.8) | (5.8) |
Cash and cash equivalents, and restricted cash at beginning of period | 324 | 318.3 |
Cash and cash equivalents, and restricted cash at end of period | 195.2 | 312.5 |
NCM | ||
Cash flows from investing activities: | ||
Proceeds from disposition | 3.8 | |
Open Road Films | ||
Cash flows from investing activities: | ||
Investments in non-consolidated entities | (10.7) | |
AMCE | ||
Net change in operating activities: | ||
Net cash provided by operating activities | 228 | 46.8 |
Cash flows from financing activities: | ||
Principal payment of Loan | (3.5) | |
Principal payments under term loan | (3.4) | |
Cash used to pay dividends | (21.8) | (25.8) |
Taxes paid for restricted unit withholdings | (1.1) | (1.7) |
Purchase of treasury stock | (13.5) | |
Change in intercompany advances | (219.6) | 27.5 |
Net cash provided by (used in) financing activities | (245.9) | (72) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | 17.9 | 25.2 |
Cash and cash equivalents, and restricted cash at beginning of period | 0.3 | 1.1 |
Cash and cash equivalents, and restricted cash at end of period | 0.3 | 1.1 |
Subsidiary Guarantors | ||
Net change in operating activities: | ||
Net cash provided by operating activities | (252.5) | 81.1 |
Cash flows from investing activities: | ||
Capital expenditures | (61.4) | (58.5) |
Proceeds from disposition of long-term assets | 0.7 | |
Investments in non-consolidated entities, net | (0.1) | |
Other, net | (0.9) | (0.9) |
Net cash provided by (used in) investing activities | (61.7) | (69.9) |
Cash flows from financing activities: | ||
Principal payments under capital and financing lease obligations | (0.8) | (2.5) |
Change in intercompany advances | 254.4 | 5.5 |
Net cash provided by (used in) financing activities | 253.6 | (8) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (17.6) | (25.5) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (78.2) | (22.3) |
Cash and cash equivalents, and restricted cash at beginning of period | 169.5 | 85 |
Cash and cash equivalents, and restricted cash at end of period | 91.3 | 62.7 |
Subsidiary Guarantors | NCM | ||
Cash flows from investing activities: | ||
Proceeds from disposition | 0.2 | |
Subsidiary Guarantors | Open Road Films | ||
Cash flows from investing activities: | ||
Investments in non-consolidated entities | (10.7) | |
Subsidiary Non-Guarantors | ||
Net change in operating activities: | ||
Net cash provided by operating activities | 25.9 | 37.5 |
Cash flows from investing activities: | ||
Capital expenditures | (53.4) | (48.8) |
Proceeds from disposition of long-term assets | 16.6 | |
Other, net | 0.3 | |
Net cash provided by (used in) investing activities | (36.8) | (44.9) |
Cash flows from financing activities: | ||
Borrowings under (repayments) Revolving Credit Facility | (3.8) | |
Principal payments under capital and financing lease obligations | (3) | (15.4) |
Change in intercompany advances | (34.8) | (33) |
Net cash provided by (used in) financing activities | (41.6) | 17.6 |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | 1.9 | 6.3 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (50.6) | 16.5 |
Cash and cash equivalents, and restricted cash at beginning of period | 154.2 | 232.2 |
Cash and cash equivalents, and restricted cash at end of period | $ 103.6 | 248.7 |
Subsidiary Non-Guarantors | NCM | ||
Cash flows from investing activities: | ||
Proceeds from disposition | $ 3.6 |
CONDENSED CONSOLIDATING FINAN_7
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Details) | 3 Months Ended |
Mar. 31, 2019 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
Ownership percentage | 100.00% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Millions | Apr. 22, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Senior Secured Credit Facility Term-Loan due 2022 | |||
Subsequent Events | |||
Stated interest rate (as a percent) | 4.7338% | ||
Senior Secured Credit Facility Term Loan due 2023 | |||
Subsequent Events | |||
Stated interest rate (as a percent) | 4.7338% | ||
6.0% Senior Secured Notes due 2023 | |||
Subsequent Events | |||
Stated interest rate (as a percent) | 6.00% | 6.00% | |
Subsequent Events | |||
Subsequent Events | |||
Loss on repayment of notes | $ 16 | ||
Subsequent Events | Term Loan due 2026 | |||
Subsequent Events | |||
Debt instrument face amount | 2,000 | ||
Deferred financing costs | $ 0.8 | ||
Discount on debt instrument (as a percent) | 0.50% | ||
Discount amount on issuance of term loan | $ 10 | ||
Subsequent Events | Term Loan due 2026 | LIBOR | |||
Subsequent Events | |||
Spread over interest rate (as a percent) | 3.00% | ||
Subsequent Events | Revolving Credit Facility Due 2020 | |||
Subsequent Events | |||
Deferred financing costs | $ 8.1 | ||
Subsequent Events | Senior Secured Credit Facility Term-Loan due 2022 | |||
Subsequent Events | |||
Aggregate principal amount of debt retired | 849.8 | ||
Subsequent Events | Senior Secured Credit Facility Term Loan due 2023 | |||
Subsequent Events | |||
Aggregate principal amount of debt retired | 488.7 | ||
Subsequent Events | 6.0% Senior Secured Notes due 2023 | |||
Subsequent Events | |||
Aggregate principal amount of debt retired | $ 230 | ||
Stated interest rate (as a percent) | 6.00% | ||
Debt instrument redemption amount as a percentage of principal amount | 104.50% | ||
Subsequent Events | 5.875% Senior Subordinated Notes due 2022 | |||
Subsequent Events | |||
Aggregate principal amount of debt retired | $ 375 | ||
Stated interest rate (as a percent) | 5.875% | ||
Debt instrument redemption amount as a percentage of principal amount | 1.01469% |