Condensed Consolidating Financial Statements | 3 Months Ended |
Mar. 31, 2014 |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' |
Condensed Consolidating Financial Statements | ' |
Condensed Consolidating Financial Statements |
Long-term debt of AMC Networks includes $700,000 of 7.75% senior notes due July 2021 and $600,000 of 4.75% senior notes due December 2022. All outstanding senior notes issued by AMC Networks are guaranteed on a senior unsecured basis by certain of its existing and future domestic restricted subsidiaries (the “Guarantor Subsidiaries”). All Guarantor Subsidiaries are owned 100% by AMC Networks. The outstanding notes are fully and unconditionally guaranteed by the Guarantor Subsidiaries on a joint and several basis. |
Set forth below are condensed consolidating financial statements presenting the financial position, results of operations, comprehensive income, and cash flows of (i) the Parent Company, (ii) the Guarantor Subsidiaries on a combined basis (as such guarantees are joint and several), (iii) the direct and indirect non-guarantor subsidiaries of the Parent Company (the “Non-Guarantor Subsidiaries”) on a combined basis and (iv) reclassifications and eliminations necessary to arrive at the information for the Company on a consolidated basis. |
Basis of Presentation |
In presenting the condensed consolidating financial statements, the equity method of accounting has been applied to (i) the Parent Company's interests in the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries, and (ii) the Guarantor Subsidiaries' interests in the Non-Guarantor Subsidiaries, even though all such subsidiaries meet the requirements to be consolidated under GAAP. All intercompany balances and transactions between the Parent Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries have been eliminated, as shown in the column “Eliminations.” |
The accounting basis in all subsidiaries, including goodwill and identified intangible assets, have been allocated to the applicable subsidiaries. |
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Condensed Consolidated Balance Sheet |
March 31, 2014 |
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| Parent Company | | Guarantor Subsidiaries | | Non- Guarantor Subsidiaries | | Eliminations | | Consolidated |
ASSETS | | | | | | | | | |
Current Assets: | | | | | | | | | |
Cash and cash equivalents | $ | 835 | | | $ | 117,357 | | | $ | 41,262 | | | $ | — | | | $ | 159,454 | |
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Accounts receivable, trade (less allowance for doubtful accounts) | — | | | 396,928 | | | 133,278 | | | — | | | 530,206 | |
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Amounts due from related parties, net | — | | | 4,364 | | | — | | | — | | | 4,364 | |
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Intercompany receivable | 9,216 | | | 1,848 | | | — | | | (11,064 | ) | | — | |
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Current portion of program rights, net | — | | | 318,093 | | | 57,231 | | | — | | | 375,324 | |
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Prepaid expenses and other current assets | 19,179 | | | 30,710 | | | 13,646 | | | — | | | 63,535 | |
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Deferred tax asset, net | 21,695 | | | — | | | 2,182 | | | — | | | 23,877 | |
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Assets held for sale | — | | | — | | | 19,982 | | | — | | | 19,982 | |
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Total current assets | 50,925 | | | 869,300 | | | 267,581 | | | (11,064 | ) | | 1,176,742 | |
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Property and equipment, net of accumulated depreciation | — | | | 68,362 | | | 38,031 | | | — | | | 106,393 | |
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Investment in affiliates | 1,637,102 | | | 912,128 | | | — | | | (2,549,230 | ) | | — | |
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Program rights, net | — | | | 863,893 | | | 52,310 | | | — | | | 916,203 | |
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Amounts due from related parties, net | — | | | 2,016 | | | — | | | — | | | 2,016 | |
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Long-term intercompany receivable | 710,481 | | | 119,918 | | | — | | | (830,399 | ) | | — | |
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Deferred carriage fees, net | — | | | 41,891 | | | 2,516 | | | — | | | 44,407 | |
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Intangible assets, net | — | | | 207,103 | | | 309,325 | | | — | | | 516,428 | |
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Goodwill | — | | | 76,109 | | | 510,424 | | | — | | | 586,533 | |
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Other assets | 31,621 | | | 47,512 | | | 56,850 | | | — | | | 135,983 | |
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Total assets | $ | 2,430,129 | | | $ | 3,208,232 | | | $ | 1,237,037 | | | $ | (3,390,693 | ) | | $ | 3,484,705 | |
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LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | | | | | | | | | |
Current Liabilities: | | | | | | | | | |
Accounts payable | $ | 149 | | | $ | 61,808 | | | $ | 61,296 | | | $ | — | | | $ | 123,253 | |
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Accrued liabilities and intercompany payable | 22,700 | | | 71,140 | | | 28,695 | | | (10,597 | ) | | 111,938 | |
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Current portion of program rights obligations | — | | | 200,583 | | | 33,818 | | | — | | | 234,401 | |
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Deferred revenue | — | | | 23,363 | | | 1,778 | | | — | | | 25,141 | |
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Current portion of long-term debt | 18,500 | | | — | | | — | | | — | | | 18,500 | |
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Current portion of capital lease obligations | — | | | 1,760 | | | — | | | — | | | 1,760 | |
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Liabilities held for sale | — | | | — | | | 19,434 | | | — | | | 19,434 | |
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Total current liabilities | 41,349 | | | 358,654 | | | 145,021 | | | (10,597 | ) | | 534,427 | |
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Program rights obligations | — | | | 443,968 | | | 2,667 | | | — | | | 446,635 | |
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Long-term debt | 2,739,263 | | | — | | | — | | | — | | | 2,739,263 | |
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Capital lease obligations | — | | | 11,931 | | | — | | | — | | | 11,931 | |
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Deferred tax liability, net | 123,305 | | | — | | | 19,933 | | | — | | | 143,238 | |
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Long-term intercompany payable | — | | | 710,481 | | | 119,257 | | | (829,738 | ) | | — | |
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Other liabilities | 27,936 | | | 46,252 | | | 13,329 | | | — | | | 87,517 | |
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Total liabilities | 2,931,853 | | | 1,571,286 | | | 300,207 | | | (840,335 | ) | | 3,963,011 | |
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Commitments and contingencies | | | | | | | | | |
Stockholders’ deficiency: | | | | | | | | | |
AMC Networks shareholders’ (deficiency) equity | (501,724 | ) | | 1,637,100 | | | 913,515 | | | (2,550,358 | ) | | (501,467 | ) |
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Total AMC Networks stockholders’ (deficiency) equity | (501,724 | ) | | 1,637,100 | | | 913,515 | | | (2,550,358 | ) | | (501,467 | ) |
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Noncontrolling interests | — | | | (154 | ) | | 23,315 | | | — | | | 23,161 | |
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Total Stockholders' (deficiency) equity | (501,724 | ) | | 1,636,946 | | | 936,830 | | | (2,550,358 | ) | | (478,306 | ) |
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Total liabilities and stockholders’ (deficiency) equity | $ | 2,430,129 | | | $ | 3,208,232 | | | $ | 1,237,037 | | | $ | (3,390,693 | ) | | $ | 3,484,705 | |
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Condensed Consolidated Statement of Income |
Three Months Ended March 31, 2014 |
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| Parent Company | | Guarantor Subsidiaries | | Non- Guarantor Subsidiaries | | Eliminations | | Consolidated |
Revenues, net | $ | — | | | $ | 460,088 | | | $ | 64,466 | | | $ | — | | | $ | 524,554 | |
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Operating expenses: | | | | | | | | | |
Technical and operating | — | | | 181,451 | | | 29,568 | | | — | | | 211,019 | |
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Selling, general and administrative | — | | | 126,377 | | | 25,131 | | | — | | | 151,508 | |
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Depreciation and amortization | — | | | 8,209 | | | 6,185 | | | — | | | 14,394 | |
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| — | | | 316,037 | | | 60,884 | | | — | | | 376,921 | |
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Operating income | — | | | 144,051 | | | 3,582 | | | — | | | 147,633 | |
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Other income (expense): | | | | | | | | | |
Interest expense, net | (22,232 | ) | | (8,372 | ) | | (827 | ) | | — | | | (31,431 | ) |
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Share of affiliates income (loss) | 123,173 | | | (3,592 | ) | | — | | | (119,581 | ) | | — | |
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Miscellaneous, net | 6,342 | | | (6,795 | ) | | (4,657 | ) | | — | | | (5,110 | ) |
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| 107,283 | | | (18,759 | ) | | (5,484 | ) | | (119,581 | ) | | (36,541 | ) |
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Income (loss) from continuing operations before income taxes | 107,283 | | | 125,292 | | | (1,902 | ) | | (119,581 | ) | | 111,092 | |
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Income tax expense | (35,916 | ) | | (2,541 | ) | | (648 | ) | | — | | | (39,105 | ) |
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Income (loss) from continuing operations | 71,367 | | | 122,751 | | | (2,550 | ) | | (119,581 | ) | | 71,987 | |
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Loss from discontinued operations, net of income taxes | — | | | — | | | (750 | ) | | — | | | (750 | ) |
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Net income (loss) including noncontrolling interest | 71,367 | | | 122,751 | | | (3,300 | ) | | (119,581 | ) | | 71,237 | |
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Net (income) loss attributable to noncontrolling interests | — | | | 422 | | | (292 | ) | | — | | | 130 | |
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Net income (loss) attributable to AMC Networks' stockholders | $ | 71,367 | | | $ | 123,173 | | | $ | (3,592 | ) | | $ | (119,581 | ) | | $ | 71,367 | |
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Condensed Consolidated Statement of Comprehensive Income |
Three Months Ended March 31, 2014 |
| Parent Company | | Guarantor Subsidiaries | | Non- Guarantor Subsidiaries | | Eliminations | | Consolidated |
Net income (loss) | $ | 71,367 | | | $ | 122,751 | | | $ | (3,300 | ) | | $ | (119,581 | ) | | $ | 71,237 | |
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Other comprehensive income (loss): | | | | | | | | | |
Foreign currency translation adjustment | 6,153 | | | 6,153 | | | (603 | ) | | (6,153 | ) | | 5,550 | |
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Unrealized gain on interest rate swaps | 786 | | | — | | | — | | | — | | | 786 | |
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Other comprehensive income, before income taxes | 6,939 | | | 6,153 | | | (603 | ) | | (6,153 | ) | | 6,336 | |
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Income tax expense | (290 | ) | | — | | | — | | | — | | | (290 | ) |
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Other comprehensive income, net of income taxes | 6,649 | | | 6,153 | | | (603 | ) | | (6,153 | ) | | 6,046 | |
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Comprehensive income (loss) | 78,016 | | | 128,904 | | | (3,903 | ) | | (125,734 | ) | | 77,283 | |
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Comprehensive loss (income) attributable to noncontrolling interests | — | | | 422 | | | (292 | ) | | — | | | 130 | |
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Comprehensive income (loss) attributable to AMC Networks' stockholders | $ | 78,016 | | | $ | 129,326 | | | $ | (4,195 | ) | | $ | (125,734 | ) | | $ | 77,413 | |
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Condensed Consolidated Statement of Cash Flows |
Three Months Ended March 31, 2014 |
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| Parent Company | | Guarantor Subsidiaries | | Non- Guarantor Subsidiaries | | Eliminations | | Consolidated |
Cash flows from operating activities: | | | | | | | | | |
Net cash provided by (used in) operating activities | 89,738 | | | (39,066 | ) | | 25,279 | | | (1,352 | ) | | 74,599 | |
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Cash flows from investing activities: | | | | | | | | | |
Capital expenditures | (1,338 | ) | | (4,131 | ) | | (720 | ) | | — | | | (6,189 | ) |
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(Increase) decrease to investment in affiliates | 37,298 | | | (63,824 | ) | | — | | | 26,526 | | | — | |
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Payment for acquisition of a business, net of cash acquired | — | | | (1,009,286 | ) | | 16,076 | | | — | | | (993,210 | ) |
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Proceeds from insurance settlements | — | | | 654 | | | — | | | — | | | 654 | |
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Net cash used in investing activities | 35,960 | | | (1,076,587 | ) | | 15,356 | | | 26,526 | | | (998,745 | ) |
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Cash flows from financing activities: | | | | | | | | | |
Proceeds from the issuance of long-term debt | 600,000 | | | — | | | — | | | — | | | 600,000 | |
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Payments for financing costs | (9,036 | ) | | — | | | — | | | — | | | (9,036 | ) |
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Purchase of treasury stock | (17,804 | ) | | — | | | — | | | — | | | (17,804 | ) |
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Proceeds from stock option exercises | 843 | | | — | | | — | | | — | | | 843 | |
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Excess tax benefits from share-based compensation arrangements | 4,520 | | | — | | | — | | | — | | | 4,520 | |
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Principal payments on capital lease obligations | — | | | (414 | ) | | — | | | — | | | (414 | ) |
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Long-term intercompany debt | (710,481 | ) | | 710,481 | | | — | | | — | | | — | |
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Cash contributions from member | — | | | (2,600 | ) | | 2,600 | | | — | | | — | |
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Net cash provided by (used in) financing activities | (131,958 | ) | | 707,467 | | | 2,600 | | | — | | | 578,109 | |
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Net increase in cash and cash equivalents from continuing operations | (6,260 | ) | | (408,186 | ) | | 43,235 | | | 25,174 | | | (346,037 | ) |
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Cash flows from discontinued operations: | | | | | | | | | |
Net cash used in operating activities | — | | | — | | | (485 | ) | | — | | | (485 | ) |
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Net decrease in cash and cash equivalents from discontinued operations | — | | | — | | | (485 | ) | | — | | | (485 | ) |
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Effect of exchange rate changes on cash and cash equivalents | 6,153 | | | 6,151 | | | (3,105 | ) | | (25,174 | ) | | (15,975 | ) |
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Cash and cash equivalents at beginning of period | 942 | | | 519,392 | | | 1,617 | | | — | | | 521,951 | |
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Cash and cash equivalents at end of period | $ | 835 | | | $ | 117,357 | | | $ | 41,262 | | | $ | — | | | $ | 159,454 | |
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