CONDENSED CONSOLIDATING FINANCIAL INFORMATION | NOTE 13—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 the Convertible Notes due 2024, 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. The condensed consolidating information for the guarantors/non-guarantors has been retrospectively revised based on the structure that exists as of March 31, 2020 and reflecting changes as a result of the Sixth Amendment to the Senior Secured Credit Facility. Condensed Consolidating Statement of Operations Three Months Ended March 31, 2020: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 389.1 $ 178.9 $ — $ 568.0 Food and beverage — 216.6 71.5 — 288.1 Other theatre — 55.6 29.8 — 85.4 Total revenues — 661.3 280.2 — 941.5 Operating costs and expenses Film exhibition costs — 198.9 72.8 — 271.7 Food and beverage costs — 34.9 18.5 — 53.4 Operating expense, excluding depreciation and amortization — 251.9 105.0 — 356.9 Rent — 174.4 63.4 — 237.8 General and administrative: Merger, acquisition and other costs — 0.3 (0.1) — 0.2 Other, excluding depreciation and amortization — 17.3 15.9 — 33.2 Depreciation and amortization — 92.4 30.1 — 122.5 Impairment of long-lived assets, indefinite-lived intangible assets and goodwill — 1,214.3 637.6 — 1,851.9 Operating costs and expenses — 1,984.4 943.2 — 2,927.6 Operating loss — (1,323.1) (663.0) — (1,986.1) Other expense (income): Equity in net loss of subsidiaries 2,158.2 744.2 — (2,902.4) — Other expense 20.2 5.3 1.4 — 26.9 Interest expense: Corporate borrowings 70.7 71.0 0.8 (71.2) 71.3 Financing lease obligations — 0.4 1.2 — 1.6 Non-cash NCM exhibitor service agreement — 9.9 — — 9.9 Intercompany interest expense — — 6.0 (6.0) — Equity in loss of non-consolidated entities — 1.9 1.0 — 2.9 Investment expense (income) (72.8) 5.3 (0.3) 77.2 9.4 Total other expense, net 2,176.3 838.0 10.1 (2,902.4) 122.0 Loss before income taxes (2,176.3) (2,161.1) (673.1) 2,902.4 (2,108.1) Income tax provision (benefit) — (2.9) 71.1 — 68.2 Net loss $ (2,176.3) $ (2,158.2) $ (744.2) $ 2,902.4 $ (2,176.3) Condensed Consolidating Statement of Operations Three Months Ended March 31, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 515.4 $ 216.1 $ — $ 731.5 Food and beverage — 287.6 81.2 — 368.8 Other theatre — 64.2 35.9 — 100.1 Total revenues — 867.2 333.2 — 1,200.4 Operating costs and expenses Film exhibition costs — 277.3 88.0 — 365.3 Food and beverage costs — 43.0 18.5 — 61.5 Operating expense, excluding depreciation and amortization — 285.6 117.2 — 402.8 Rent — 176.6 65.4 — 242.0 General and administrative: Merger, acquisition and other costs — 1.2 2.1 — 3.3 Other, excluding depreciation and amortization — 27.5 18.7 — 46.2 Depreciation and amortization — 83.6 29.4 — 113.0 Operating costs and expenses — 894.8 339.3 — 1,234.1 Operating loss — (27.6) (6.1) — (33.7) Other expense (income): Equity in net loss of subsidiaries 294.7 196.9 — (491.6) — Other expense 28.9 0.5 0.4 — 29.8 Interest expense: Corporate borrowings 70.8 71.0 0.7 (71.2) 71.3 Finance lease obligations — 0.7 1.4 — 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 130.2 263.6 188.6 (491.6) 90.8 Loss before income taxes (130.2) (291.2) (194.7) 491.6 (124.5) Income tax provision — 3.5 2.2 — 5.7 Net loss $ (130.2) $ (294.7) $ (196.9) $ 491.6 $ (130.2) Condensed Consolidating Statement of Comprehensive Loss Three Months Ended March 31, 2020: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net loss $ (2,176.3) $ (2,158.2) $ (744.2) $ 2,902.4 $ (2,176.3) Other comprehensive loss: Equity in other comprehensive loss of subsidiaries (93.5) (108.6) — 202.1 — Unrealized foreign currency translation adjustments, net of tax — 15.1 (108.7) — (93.6) Pension adjustments: Realized net loss reclassified into other expense, net of tax — — 0.1 — 0.1 Other comprehensive loss (93.5) (93.5) (108.6) 202.1 (93.5) Total comprehensive loss $ (2,269.8) $ (2,251.7) $ (852.8) $ 3,104.5 $ (2,269.8) Condensed 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) $ (196.9) $ 491.6 $ (130.2) Other comprehensive loss: Equity in other comprehensive loss of subsidiaries (24.9) (15.6) — 40.5 — Unrealized foreign currency translation adjustments, 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 adjustments: Realized net loss reclassified into other expense, net of tax — — 0.1 — 0.1 Equity method investee's cash flow hedge: Unrealized net holding loss 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) $ (212.5) $ 532.1 $ (155.1) Condensed Consolidating Balance Sheet As of March 31, 2020: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and cash equivalents $ 0.5 $ 129.1 $ 170.2 $ — $ 299.8 Restricted cash — — 10.0 — 10.0 Receivables, net — 57.6 79.5 (10.3) 126.8 Other current assets — 82.0 33.2 — 115.2 Total current assets 0.5 268.7 292.9 (10.3) 551.8 Investment in equity of subsidiaries 877.2 996.1 — (1,873.3) — Property, net — 1,889.2 631.2 — 2,520.4 Operating lease right-of-use assets, net — 3,402.6 1,199.7 — 4,602.3 Intangible assets, net — 121.7 53.4 — 175.1 Intercompany advances 3,002.5 (2,623.7) (378.8) — — Goodwill (2.1) 1,949.8 990.3 — 2,938.0 Deferred tax asset, net — — 0.5 — 0.5 Other long-term assets 26.8 310.8 112.6 — 450.2 Total assets $ 3,904.9 $ 6,315.2 $ 2,901.8 $ (1,883.6) $ 11,238.3 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ 157.2 $ 190.3 $ (10.4) $ 337.1 Accrued expenses and other liabilities 47.9 124.8 90.2 0.1 263.0 Deferred revenues and income — 320.6 79.7 — 400.3 Current maturities of corporate borrowings 20.0 — — — 20.0 Current maturities of finance lease liabilities — 5.3 4.9 — 10.2 Current maturities of operating lease liabilities — 453.2 128.3 — 581.5 Total current liabilities 67.9 1,061.1 493.4 (10.3) 1,612.1 Corporate borrowings 4,911.0 — 109.8 — 5,020.8 Finance lease liabilities — 12.7 72.3 — 85.0 Operating lease liabilities — 3,621.1 1,163.2 — 4,784.3 Exhibitor services agreement — 550.4 — — 550.4 Deferred tax liability, net — 27.6 20.1 — 47.7 Other long-term liabilities — 165.1 46.9 — 212.0 Total liabilities 4,978.9 5,438.0 1,905.7 (10.3) 12,312.3 Stockholders’ equity (deficit) (1,074.0) 877.2 996.1 (1,873.3) (1,074.0) Total liabilities and stockholders’ equity $ 3,904.9 $ 6,315.2 $ 2,901.8 $ (1,883.6) $ 11,238.3 Condensed Consolidating Balance Sheet As of December 31, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and cash equivalents $ 0.3 $ 94.9 $ 169.8 $ — $ 265.0 Restricted cash — — 10.5 — 10.5 Receivables, net — 160.1 104.0 (9.9) 254.2 Other current assets — 108.5 34.9 — 143.4 Total current assets 0.3 363.5 319.2 (9.9) 673.1 Investment in equity of subsidiaries 452.6 1,962.8 — (2,415.4) — Property, net — 1,969.3 679.9 — 2,649.2 Operating lease right-of-use assets, net — 3,491.8 1,304.2 — 4,796.0 Intangible assets, net — 130.6 64.7 — 195.3 Intercompany advances 5,488.0 (5,097.7) (390.3) — — Goodwill (2.1) 3,074.7 1,716.5 — 4,789.1 Deferred tax asset, net — — 70.1 — 70.1 Other long-term assets 47.4 328.0 127.6 — 503.0 Total assets $ 5,986.2 $ 6,223.0 $ 3,891.9 $ (2,425.3) $ 13,675.8 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ 382.8 $ 170.5 $ (10.0) $ 543.3 Accrued expenses and other liabilities 18.6 184.0 121.9 0.1 324.6 Deferred revenues and income — 348.9 100.3 — 449.2 Current maturities of corporate borrowings 20.0 — — — 20.0 Current maturities of finance lease liabilities — 5.3 5.0 — 10.3 Current maturities of operating lease liabilities — 449.5 136.3 — 585.8 Total current liabilities 38.6 1,370.5 534.0 (9.9) 1,933.2 Corporate borrowings 4,733.4 — — — 4,733.4 Finance lease obligations — 13.9 75.7 — 89.6 Operating lease liabilities — 3,666.8 1,247.0 — 4,913.8 Exhibitor services agreement — 549.7 — — 549.7 Deferred tax liability, net — 26.8 19.2 — 46.0 Other long-term liabilities — 142.7 53.2 — 195.9 Total liabilities 4,772.0 5,770.4 1,929.1 (9.9) 12,461.6 Stockholders’ equity 1,214.2 452.6 1,962.8 (2,415.4) 1,214.2 Total liabilities and stockholders’ equity $ 5,986.2 $ 6,223.0 $ 3,891.9 $ (2,425.3) $ 13,675.8 Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2020: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by (used in) operating activities $ 35.2 $ (259.6) $ 40.4 $ — $ (184.0) Cash flows from investing activities: Capital expenditures — (56.9) (34.8) — (91.7) Proceeds from disposition of long-term assets — 3.1 0.3 — 3.4 Other, net — 0.9 — — 0.9 Net cash used in investing activities — (52.9) (34.5) — (87.4) Cash flows from financing activities: Borrowings under revolving credit facilities 215.0 — 110.1 — 325.1 Scheduled principal payments under Term Loans (5.0) — — — (5.0) Principal payments under finance lease obligations — (1.3) (1.0) — (2.3) Cash used to pay deferred financing costs (0.1) — — — (0.1) Cash used to pay dividends (4.3) — — — (4.3) Taxes paid for restricted unit withholdings (1.0) — — — (1.0) Change in intercompany advances (201.5) 308.7 (107.2) — — Net cash provided by financing activities 3.1 307.4 1.9 — 312.4 Effect of exchange rate changes on cash and cash equivalents and restricted cash (38.1) 39.3 (7.9) — (6.7) Net increase (decrease) in cash and cash equivalents and restricted cash 0.2 34.2 (0.1) — 34.3 Cash and cash equivalents and restricted cash at beginning of period 0.3 94.9 180.3 — 275.5 Cash and cash equivalents and restricted cash at end of period $ 0.5 $ 129.1 $ 180.2 $ — $ 309.8 Condensed 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 (used in) operating activities $ 228.0 $ (231.3) $ 4.7 $ — $ 1.4 Cash flows from investing activities: Capital expenditures — (75.6) (39.2) — (114.8) Proceeds from disposition of long-term assets — 3.9 13.4 — 17.3 Investments in non-consolidated entities, net — (0.1) — — (0.1) Other, net — (0.9) — — (0.9) Net cash used in investing activities — (72.7) (25.8) — (98.5) Cash flows from financing activities: Repayments under revolving credit facilities — — (3.8) — (3.8) Scheduled principal payments under Term Loans (3.4) — — — (3.4) Principal payments under finance lease obligations — (2.5) (1.3) — (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) 242.9 (23.3) — — Net cash provided by (used in) financing activities (245.9) 240.4 (28.4) — (33.9) Effect of exchange rate changes on cash and cash equivalents and restricted cash 17.9 (17.6) 1.9 — 2.2 Net decrease in cash and cash equivalents and restricted cash — (81.2) (47.6) — (128.8) Cash and cash equivalents and restricted cash at beginning of period 0.3 177.7 146.0 — 324.0 Cash and cash equivalents and restricted cash at end of period $ 0.3 $ 96.5 $ 98.4 $ — $ 195.2 |