Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 22, 2019 | Jun. 30, 2018 | |
Entity Registrant Name | AMC ENTERTAINMENT HOLDINGS, INC. | ||
Entity Central Index Key | 1,411,579 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --01-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 822,736,151 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Class A common stock | |||
Entity Common Stock, Shares Outstanding | 52,047,613 | ||
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 | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | |||||||||||
Revenue | $ 1,413.3 | $ 1,221.4 | $ 1,442.5 | $ 1,383.6 | $ 1,416.8 | $ 1,178.7 | $ 1,202.3 | $ 1,281.4 | $ 5,460.8 | $ 5,079.2 | $ 3,235.9 |
Operating costs and expenses | |||||||||||
Operating costs and expenses | 1,089.5 | ||||||||||
Operating expenses, excluding depreciation and amortization below | 1,654.7 | 1,548 | 873.5 | ||||||||
Rent | 797.8 | 794.4 | 505.5 | ||||||||
General and administrative: | |||||||||||
Merger, acquisition and transaction costs | 31.3 | 63 | 47.9 | ||||||||
Other, excluding depreciation and amortization below | 179.3 | 133.2 | 90 | ||||||||
Depreciation and amortization | 537.8 | 538.6 | 268.2 | ||||||||
Impairment of long-lived assets | 13.8 | 43.6 | 5.5 | ||||||||
Operating costs and expenses | 5,195.8 | 4,977.2 | 3,022.3 | ||||||||
Operating income (loss) | 87.3 | (21.9) | 89.7 | 109.9 | 70.3 | (4.1) | (19.5) | 55.3 | 265 | 102 | 213.6 |
Other expense (income) | |||||||||||
Other expense (income) | (108.1) | (1.5) | 0.3 | ||||||||
Interest expense: | |||||||||||
Corporate borrowings | 262.3 | 231.6 | 110.7 | ||||||||
Capital and financing lease obligations | 38.5 | 42.4 | 10.8 | ||||||||
Non-cash NCM exhibitor services agreement | 41.5 | ||||||||||
Equity in (earnings) loss of non-consolidated entities | (86.7) | 185.2 | (47.7) | ||||||||
Investment (income) expense | (6.2) | (22.6) | (10.2) | ||||||||
Total other expense | 141.3 | 435.1 | 63.9 | ||||||||
Earnings (loss) before income taxes | 123.7 | (333.1) | 149.7 | ||||||||
Income tax provision (benefit) | 13.6 | 154.1 | 38 | ||||||||
Net earnings (loss) | $ 170.6 | $ (100.4) | $ 22.2 | $ 17.7 | $ (276.4) | $ (42.7) | $ (176.5) | $ 8.4 | $ 110.1 | $ (487.2) | $ 111.7 |
Earnings (loss) per share: | |||||||||||
Basic | $ 1.65 | $ (0.82) | $ 0.17 | $ 0.14 | $ 0.91 | $ (3.80) | $ 1.13 | ||||
Diluted | $ 0.43 | $ (0.82) | $ 0.17 | $ 0.14 | $ 0.41 | $ (3.80) | $ 1.13 | ||||
Average shares outstanding: | |||||||||||
Basic (in thousands) | 103,514 | 123,126 | 128,039 | 128,046 | 129,265 | 131,077 | 131,166 | 121,358 | 120,621 | 128,246 | 98,838 |
Diluted (in thousands) | 135,450 | 123,126 | 128,105 | 128,046 | 129,265 | 131,077 | 131,166 | 121,401 | 130,105 | 128,246 | 98,872 |
Admissions | |||||||||||
Revenues | |||||||||||
Revenue | $ 3,385 | $ 3,229.5 | $ 2,049.4 | ||||||||
Operating costs and expenses | |||||||||||
Operating costs and expenses | 1,710.2 | 1,604.3 | 1,089.5 | ||||||||
Food and beverage | |||||||||||
Revenues | |||||||||||
Revenue | 1,671.5 | 1,548.4 | 1,019.1 | ||||||||
Operating costs and expenses | |||||||||||
Operating costs and expenses | 270.9 | 252.1 | 142.2 | ||||||||
Total other theatre | |||||||||||
Revenues | |||||||||||
Revenue | $ 404.3 | $ 301.3 | $ 167.4 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Comprehensive income | |||||||||||
Net earnings (loss) for basic earnings (loss) per share | $ 170.6 | $ (100.4) | $ 22.2 | $ 17.7 | $ (276.4) | $ (42.7) | $ (176.5) | $ 8.4 | $ 110.1 | $ (487.2) | $ 111.7 |
Unrealized foreign currency translation adjustment, net of tax | (127.7) | 131.7 | (3.9) | ||||||||
Realized loss on foreign currency transactions, net of tax | 1 | ||||||||||
Pension and other benefit adjustments: | |||||||||||
Net loss arising during the period, net of tax | 4.2 | (3) | (0.3) | ||||||||
Marketable securities: | |||||||||||
Unrealized net holding gain arising during the period, net of tax | 0.7 | 0.6 | |||||||||
Realized net (gain) loss reclassified into investment income, net of tax | (0.4) | (1.8) | |||||||||
Equity method investees' cash flow hedge: | |||||||||||
Unrealized net holding gain (loss) arising during the period, net of tax | 0.2 | (0.3) | |||||||||
Realized net loss (gain) reclassified into equity in earnings of non-consolidated entities, net of tax | (2.2) | (0.9) | 0.4 | ||||||||
Other comprehensive income (loss), net of tax | (124.5) | 128.1 | (5.3) | ||||||||
Total comprehensive income (loss) | $ (14.4) | $ (359.1) | $ 106.4 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 313.3 | $ 310 |
Restricted cash | 10.7 | 8.3 |
Receivables, net | 259.5 | 271.5 |
Assets held for sale | 80 | |
Other current assets | 197.8 | 202.6 |
Total current assets | 781.3 | 872.4 |
Property, net | 3,039.6 | 3,116.5 |
Intangible assets, net | 352.1 | 380.5 |
Goodwill | 4,788.7 | 4,931.7 |
Deferred tax asset, net | 28.6 | 28.9 |
Other long-term assets | 505.5 | 475.9 |
Total assets | 9,495.8 | 9,805.9 |
Current liabilities: | ||
Accounts payable | 452.6 | 569.6 |
Accrued expenses and other liabilities | 378.5 | 351.1 |
Deferred revenues and income | 414.8 | 401 |
Current maturities of corporate borrowings and capital and financing lease obligations | 82.2 | 87.7 |
Total current liabilities | 1,328.1 | 1,409.4 |
Corporate borrowings | 4,707.8 | 4,220.1 |
Capital and financing lease obligations | 493.2 | 578.9 |
Exhibitor services agreement | 564 | 530.9 |
Deferred tax liability, net | 41.6 | 49.6 |
Other long-term liabilities | 963.1 | 903.8 |
Total liabilities | 8,097.8 | 7,692.7 |
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 | 0.8 |
Stockholders' equity: | ||
Additional paid-in capital | 1,998.4 | 2,241.6 |
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) | (48.2) |
Accumulated other comprehensive income (loss) | 5.5 | 125.6 |
Accumulated earnings | (550.9) | (207.9) |
Total stockholders' equity | 1,397.6 | 2,112.4 |
Total liabilities and stockholders' equity | 9,495.8 | 9,805.9 |
Class A common stock | ||
Stockholders' equity: | ||
Common stock value | 0.5 | 0.5 |
Class B common stock | ||
Stockholders' equity: | ||
Common stock value | $ 0.5 | $ 0.8 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Common stock (temporary equity), par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock (temporary equity), shares issued (in shares) | 75,712 | 112,817 |
Common stock (temporary equity), shares outstanding (in shares) | 38,943 | 76,048 |
Treasury stock, shares | 3,732,625 | 3,232,625 |
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) | 55,401,325 | 55,010,160 |
Common stock, shares outstanding (in shares) | 51,705,469 | 51,814,304 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, share authorized (in shares) | 75,826,927 | 75,826,927 |
Common stock, shares issued (in shares) | 51,769,784 | 75,826,927 |
Common stock, shares outstanding (in shares) | 51,769,784 | 75,826,927 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS kr in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Cash flows from operating activities: | |||
Net earnings (loss) | $ 110.1 | $ (487.2) | $ 111.7 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
Depreciation and amortization | 537.8 | 538.6 | 268.2 |
Loss on NCM charged to merger, acquisition and transaction costs | 22.6 | ||
Loss on extinguishment of debt | 0.5 | ||
Deferred income taxes | (6.4) | 157.8 | 34.1 |
Impairment of long-lived assets | 13.8 | 43.6 | 5.5 |
Amortization of premium on corporate borrowings | 0.2 | (2.7) | 0.2 |
Amortization of deferred charges to interest expense | 16 | 12.7 | 6.1 |
Theatre and other closure expense | 2.7 | 3 | 5.2 |
Non-cash portion of stock-based compensation | 14.9 | 5.7 | 4.9 |
Gain on dispositions | (3.2) | (2.5) | (2.4) |
Gain on derivative liability | (111.4) | ||
Repayment of Nordic interest rate swaps | (2.6) | ||
Equity in loss from non-consolidated entities, net of distributions | (40) | (3.9) | (15.4) |
NCM held-for-sale impairment loss | 16 | 208 | |
Landlord contributions | 127.6 | 133.3 | 125.1 |
Deferred rent | (101.6) | (52.9) | (33.7) |
Net periodic benefit cost (credit) | 1.1 | 0.6 | 0.7 |
Change in assets and liabilities, excluding acquisitions: | |||
Receivables | (0.2) | (36.6) | (56.7) |
Other assets | (0.4) | (4.8) | (29.1) |
Accounts payable | (85.6) | 34.7 | 21.5 |
Accrued expenses and other liabilities | 68.5 | (21.4) | (18.4) |
Other, net | (6.1) | (14.5) | 4.2 |
Net cash provided by operating activities | 523.2 | 537.4 | 431.7 |
Cash flows from investing activities: | |||
Capital expenditures | (576.3) | (626.8) | (421.7) |
Proceeds from sale leaseback transaction | 50.1 | 136.2 | |
Proceeds from disposition of long-term assets | 14.2 | 24.1 | 19.9 |
Investments in non-consolidated entities, net | (11.4) | (11.1) | (10.5) |
Other, net | (2.1) | (2.3) | (6.5) |
Net cash used in investing activities | (317.2) | (959.3) | (1,331.5) |
Cash flows from financing activities: | |||
Proceeds from issuance of Term Loan Due 2023 | 498.7 | ||
Proceeds from issuance of Senior Unsecured Convertible | 600 | 327.8 | 310 |
Proceeds from issuance of bridge loan due 2017 | 350 | ||
Net proceeds from equity offering | 616.8 | ||
Borrowings under (repayments) Revolving Credit Facility | 12.1 | (75) | |
Repayments of Term Loan | (13.8) | (12.6) | (8.8) |
Payments of Stock Issuance Costs | (0.8) | ||
Repayments under Revolving Credit Facility | (75) | ||
Principal payment of Loan | (1.4) | (1.4) | (1.4) |
Principal payments under capital and financing lease obligations | (71) | (70.7) | (10.8) |
Cash used to pay for deferred financing costs | (15.5) | (33.6) | (65.9) |
Cash used to pay dividends | (258.1) | (104.6) | (79.6) |
Taxes paid for restricted unit withholdings | (1.7) | (6.5) | |
Retirement of Class B common stock | (423.6) | ||
Purchase of treasury stock | (21.8) | (34) | |
Net cash provided by (used in) financing activities | (194.8) | 492.3 | 918.2 |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (5.5) | 17.7 | 0.6 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 5.7 | 88.1 | 19 |
Cash and cash equivalents, and restricted cash at beginning of period | 318.3 | 230.2 | 211.2 |
Cash and cash equivalents, and restricted cash at end of period | 324 | 318.3 | 230.2 |
Cash paid during the period for: | |||
Interest (including amounts capitalized of $0.3 million, $0.3 million, and $0.2 million) | 278.3 | 226.7 | 105.4 |
Income taxes paid, net | 19.5 | 10.9 | 4.7 |
Schedule of non-cash activities: | |||
Investment in NCM (See Note 6-Investments) | (6.3) | 235.2 | |
Construction payables at period end | 100.8 | 82.7 | 86.9 |
Accrued treasury stock payable at period end | 13.5 | ||
6.375% Senior Subordinated Notes due 2024 | |||
Cash flows from financing activities: | |||
Proceeds from issuance of Senior Unsecured Convertible | 600 | 327.8 | |
Proceeds from issuance of Senior Subordinated Notes | 310 | ||
5.875% Senior Subordinated Notes due 2026 | |||
Cash flows from financing activities: | |||
Proceeds from issuance of Senior Unsecured Convertible | 595 | ||
Proceeds from issuance of Senior Subordinated Notes | 595 | ||
6.125% Senior Subordinated Notes due 2027 | |||
Cash flows from financing activities: | |||
Proceeds from issuance of Senior Unsecured Convertible | 475 | ||
Senior Secured Note GBP Due 2018 | |||
Cash flows from financing activities: | |||
Payments of Senior Subordinated Notes | (380.7) | ||
Senior Secured Note EUR Due 2018 | |||
Cash flows from financing activities: | |||
Payments of Senior Subordinated Notes | (212.5) | ||
Term Loan Facility (SEK) | |||
Cash flows from financing activities: | |||
Repayments of Term Loan | (144.4) | ||
Term Loan facility (EUR) | |||
Cash flows from financing activities: | |||
Repayments of Term Loan | (169.5) | ||
Bridge Loan Agreement due 2017 | |||
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
Loss on extinguishment of debt | 0.4 | ||
Cash flows from financing activities: | |||
Proceeds from issuance of bridge loan due 2017 | 350 | ||
Repayments of Term Loan | (350) | ||
Senior Secured Note GBP 9.0 Percent Due 2018 [Member] | |||
Cash flows from financing activities: | |||
Payments of Senior Subordinated Notes | (380.7) | ||
5.875% Senior Subordinated Notes due 2022 | |||
Cash flows from financing activities: | |||
Proceeds from issuance of Term Loan Due 2023 | 498.7 | ||
Nordic | |||
Cash flows from investing activities: | |||
Acquisition | (577.6) | ||
Odeon | |||
Cash flows from investing activities: | |||
Acquisition | (415.6) | ||
Carmike | |||
Cash flows from investing activities: | |||
Acquisition | (497.8) | ||
Starplex Cinemas | |||
Cash flows from investing activities: | |||
Acquisition | $ 0.7 | ||
NCM | |||
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
(Gain) loss on disposition | (30.6) | 22.6 | |
Cash flows from investing activities: | |||
Proceeds from disposition | 162.5 | 89 | |
Screenvision | |||
Cash flows from investing activities: | |||
Proceeds from disposition | $ 45.8 | ||
Open Road Films | |||
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
(Gain) loss on disposition | (17.2) | ||
Cash flows from investing activities: | |||
Proceeds from disposition | $ 9.2 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
Interest, capitalized | $ 0.5 | $ 0.3 | $ 0.2 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY - USD ($) | Class A common stockSpecial dividendsAccumulated Earnings (Deficit) | Class A common stockSpecial dividends | Class A common stockCommon StockCarmike | Class A common stockCommon StockOdeon | Class A common stockCommon Stock | Class A common stockAccumulated Earnings (Deficit) | Class A common stock | Class B common stockSpecial dividendsAccumulated Earnings (Deficit) | Class B common stockSpecial dividends | Class B common stockCommon Stock | Class B common stockAccumulated Earnings (Deficit) | Class B common stock | Additional Paid-in CapitalCarmike | Additional Paid-in CapitalOdeon | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Earnings (Deficit) | Carmike | Odeon | Total |
Balance at the beginning of the period at Dec. 31, 2015 | $ 200,000 | $ 800,000 | $ 1,182,900,000 | $ (700,000) | $ 2,800,000 | $ 352,700,000 | $ 1,538,700,000 | ||||||||||||||
Balance (in shares) at Dec. 31, 2015 | 21,445,090 | 75,826,927 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||
Net earnings (loss) | 111,700,000 | 111,700,000 | |||||||||||||||||||
Other comprehensive income (loss) | (5,300,000) | (5,300,000) | |||||||||||||||||||
Dividends declared | $ 19,300,000 | $ 19,300,000 | $ 60,700,000 | $ 60,700,000 | |||||||||||||||||
RSUs surrendered to pay for payroll taxes | (500,000) | (500,000) | |||||||||||||||||||
Value of shares issued for stock based compensation | 4,900,000 | 4,900,000 | |||||||||||||||||||
Stock based compensation (in shares) | 38,000 | ||||||||||||||||||||
Reclassification from temporary equity | 200,000 | 200,000 | |||||||||||||||||||
Reclassification from temporary equity (in shares) | 27,197 | ||||||||||||||||||||
Wanda capital contribution | 10,000,000 | 10,000,000 | |||||||||||||||||||
Issuance of common stock related to acquisition | $ 100,000 | $ 273,400,000 | $ 156,400,000 | $ 273,500,000 | $ 156,400,000 | ||||||||||||||||
Shares issued for acquisition | 8,189,808 | 4,536,466 | |||||||||||||||||||
Balance at the end of the period at Dec. 31, 2016 | $ 300,000 | $ 800,000 | 1,627,300,000 | (700,000) | (2,500,000) | 384,400,000 | 2,009,600,000 | ||||||||||||||
Balance (in shares) at Dec. 31, 2016 | 34,236,561 | 75,826,927 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||
Net earnings (loss) | (487,200,000) | (487,200,000) | |||||||||||||||||||
Other comprehensive income (loss) | 128,100,000 | 128,100,000 | |||||||||||||||||||
Dividends declared | 44,400,000 | 44,400,000 | 60,700,000 | $ 60,700,000 | |||||||||||||||||
RSUs surrendered to pay for payroll taxes | (6,500,000) | (6,500,000) | |||||||||||||||||||
Net proceeds from equity offering | $ 200,000 | 616,600,000 | 616,800,000 | ||||||||||||||||||
Additional offering (in shares) | 20,330,874 | ||||||||||||||||||||
Value of shares issued for stock based compensation | 3,900,000 | 3,900,000 | |||||||||||||||||||
Stock based compensation (in shares) | 415,528 | ||||||||||||||||||||
Purchase shares for treasury | $ (47,500,000) | (47,500,000) | (47,500,000) | ||||||||||||||||||
Reclassification from temporary equity | 300,000 | 300,000 | |||||||||||||||||||
Reclassification from temporary equity (in shares) | 27,197 | ||||||||||||||||||||
Balance at the end of the period at Dec. 31, 2017 | $ 500,000 | $ 800,000 | 2,241,600,000 | (48,200,000) | 125,600,000 | (207,900,000) | 2,112,400,000 | ||||||||||||||
Balance (in shares) at Dec. 31, 2017 | 55,010,160 | 51,814,304 | 75,826,927 | 75,826,927 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||
Net earnings (loss) | 110,100,000 | 110,100,000 | |||||||||||||||||||
Other comprehensive income (loss) | (124,500,000) | (124,500,000) | |||||||||||||||||||
Dividends declared | $ 82,700,000 | $ 82,700,000 | $ 42,900,000 | $ 42,900,000 | $ 80,300,000 | $ 80,300,000 | $ 55,900,000 | $ 55,900,000 | |||||||||||||
Reversed dividend accrual for nonvested PSU's | 500,000 | 500,000 | |||||||||||||||||||
RSUs surrendered to pay for payroll taxes | $ 326,005 | (1,800,000) | (1,800,000) | ||||||||||||||||||
Value of shares issued for stock based compensation | $ 14,900,000 | 14,900,000 | |||||||||||||||||||
Stock based compensation (in shares) | 28,055 | ||||||||||||||||||||
Purchase shares for treasury | $ (8,200,000) | (8,200,000) | $ (8,200,000) | ||||||||||||||||||
Reclassification from temporary equity (in shares) | 37,105 | 400,000 | 400,000 | ||||||||||||||||||
Value of stock repurchased and canceled | $ (300,000) | $ (256,700,000) | (155,600,000) | $ (412,600,000) | |||||||||||||||||
Common stock repurchased and cancellation (in shares) | (24,057,143) | ||||||||||||||||||||
Balance at the end of the period at Dec. 31, 2018 | $ 500,000 | $ 500,000 | $ 1,998,400,000 | $ (56,400,000) | 5,500,000 | (550,900,000) | 1,397,600,000 | ||||||||||||||
Balance (in shares) at Dec. 31, 2018 | 55,401,325 | 51,705,469 | 51,769,784 | 51,769,784 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||
Cumulative effect adjustments for the adoption of new accounting principles | $ 4,400,000 | $ (36,200,000) | $ (31,800,000) |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (Parenthetical) | 12 Months Ended |
Dec. 31, 2018$ / shares | |
Class A common stock | |
Cash dividend declared (in dollars per share) | $ 0.20 |
Class A common stock | Special dividends | |
Cash dividend declared (in dollars per share) | 1.55 |
Class B common stock | |
Cash dividend declared (in dollars per share) | 0.20 |
Class B common stock | Special dividends | |
Cash dividend declared (in dollars per share) | $ 1.55 |
THE COMPANY AND SIGNIFICANT ACC
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES | |
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES 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. On March 31, 2016, AMC Entertainment Inc. merged with and into Holdings, its direct parent company. In connection with the merger, Holdings assumed all of the obligations pursuant to the indentures to the 5.875% Senior Subordinated Notes due 2022 (“Notes due 2022”), the 5.75% Senior Subordinated Notes due 2025 (“Notes due 2025”) and the Credit Agreement, dated as of April 30, 2013 (as subsequently amended). As of December 31, 2018, Wanda owned approximately 50.01% of Holdings’ outstanding common stock and 75.01% 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 consolidated financial statements include the accounts of Holdings and all subsidiaries, as discussed above. All significant intercompany balances and transactions have been eliminated in consolidation. There are no noncontrolling (minority) interests in the Company’s consolidated subsidiaries; consequently, all of its stockholders’ equity, net earnings (loss) and comprehensive income (loss) for the periods presented are attributable to controlling interests. The Company manages its business under two reportable segments for its theatrical exhibition operations, U.S. markets and International markets. Revenues: The Company recognizes revenue, net of sales tax, when it satisfies a performance obligation by transferring control over a product or service to a customer. Admissions and food and beverage revenues are recognized at a point in time when a film is exhibited to a customer and when a customer takes possession of food and beverage offerings. The Company defers 100% of the revenue associated with the sales of gift cards and exchange tickets until such time as the items are redeemed or estimated income from non-redemption is recorded. The Company recognizes income from non-redeemed or partially redeemed gift cards in proportion to the pattern of rights exercised by the customer (“proportional method”) where it applies an estimated non-redemption rate for its gift card sales channels, which range from 12% to 18% of the current month sales, and the Company recognizes in other theatre revenues the total amount of expected income for non-redemption for that current month’s sales as income over the next 24 months in proportion to the pattern of actual redemptions. The Company has determined its non-redeemed rates and redemption patterns using data accumulated over ten years. Prior to January 1, 2018, income for non-redeemed exchange tickets were recognized 18 months after purchase when the redemption of these items was determined to be remote. At January 1, 2018, the Company changed its method for recognizing income from non-redeemed exchange tickets to the proportional method, where it applies a non-redemption rate of 10% to the current month sales, and the Company recognizes the total amount of income for that current month’s sales as income over the next 24 months in proportion to the pattern of actual redemptions. Management believes the 24-month estimate is supported by its continued development of redemption history and that it is reflective of management’s current best estimate. The adoption of the proportional method of recognizing income from non-redeemed exchange tickets did not have a material impact on the Company’s consolidated financial statements. Prior to January 1, 2018, the Company recorded online ticket fee revenues net of third-party commission or service fees. In accordance with ASC 606 guidance, the Company believes that it is a principal (as opposed to agent) in the arrangement with third-party internet ticketing companies in regard to the sale of online tickets because the Company controls the online tickets before they are transferred to the customer. Upon adoption of ASC 606 on January 1, 2018, the Company recognizes ticket fee revenues based on a gross transaction price. The online ticket fee revenues and the third-party commission or service fees are recorded in the line items other theatre revenues and operating expense, respectively, in the consolidated statements of operations. These changes did not have any impact on net income or cash flows from operations. Film Exhibition Costs: Film exhibition costs are accrued based on the applicable box office receipts and estimates of the final settlement to the film licensors. Film exhibition costs include certain advertising costs. As of December 31, 2018 and December 31, 2017, the Company recorded film payables of $168.6 million and $229.4 million, respectively, which are included in accounts payable in the accompanying Consolidated Balance Sheets. Food and Beverage Costs: The Company records rebate payments from vendors as a reduction of food and beverage costs when earned. Exhibitor Services Agreement: The Company recognizes advertising revenues, which are included in other theatre revenues in the consolidated statements of operations, when it satisfies a performance obligation by transferring a promised good or service to the customers. The advertising contracts with customers generally consist of a series of distinct periods of service, satisfied over time, to provide rights to advertising services. The Company’s ESA with NCM includes a significant financing component due to the significant length of time between receiving the non-cash consideration and fulfilling the performance obligation. The Company receives the non-cash consideration in the form of common membership units from NCM, in exchange for rights to exclusive access to the Company’s theatre screens and attendees through February 2037. Upon adoption of ASC 606, the Company’s advertising revenues have significantly increased with a similar offsetting increase in non-cash interest expense, which is recorded to non-cash NCM exhibitor service agreement in the consolidated statements of operations. Upon adoption of ASC 606 and pursuant to the calculation requirements for the time value of money, the amortization method reflects the front-end loading of the significant financing component where more interest expense is recognized earlier during the term of the agreement than the back-end recognition of the deferred revenue amortization where more revenue is recognized later in the term of the agreement. See Note 6 – Investments for further information regarding the common unit adjustment and the fair value measurement of the non-cash consideration. The interest expense was calculated using discount rates that ranged from 6.5% to 8.5%, which are the rates at which the Company believes it could borrow in separate financing transactions. The Company recognized a cumulative effect transition adjustment of initially applying ASC 606 by increasing accumulated deficit on January 1, 2018 by approximately $52.9 million, including income tax effect of $0, as a result of this change. These changes did not have any impact on the Company’s cash flows from operations. Customer Frequency Program: AMC Stubs ® is a customer loyalty program which allows members to earn rewards, receive discounts and participate in exclusive members-only offerings and services. It features both a traditional paid tier called AMC Stubs Premiere TM , with a $15.00 annual membership fee, and a non-paid tier called AMC Stubs Insider TM . Both programs reward loyal guests for their patronage of AMC Theatres. Rewards earned are redeemable on future purchases at AMC locations. Once an AMC Stubs Premiere TM or AMC Stubs Insider TM member accumulates 5,000 points they will earn a $5.00 virtual reward. The portion of the admissions and food and beverage revenues attributed to the rewards is deferred as a reduction of admissions and food and beverage revenues and is allocated between admissions and food and beverage revenues based on expected member redemptions. Upon redemption, deferred rewards are recognized as revenues along with associated cost of goods. Converted rewards not redeemed within nine months are forfeited and recognized as admissions or food and beverage revenues. Prior to January 1, 2018, rewards for expired memberships were forfeited based upon specified periods of inactivity of the membership and recognized as admissions or food and beverage revenues. As of January 1, 2018, the Company changed its method for recognizing forfeited rewards from the remote method to the proportional method, where the Company estimates point breakage in assigning value to the points at the time of sale based on historical trends. The program’s annual membership fee is allocated to the material rights for discounted or free products and services and is initially deferred, net of estimated refunds, and recognized as the rights are redeemed based on estimated utilization, over the one-year membership period in admissions, food and beverage, and other revenues. A portion of the revenues related to a material right are deferred as a virtual rewards performance obligation using the relative standalone selling price method and are recognized as the rights are redeemed or expire. On June 20, 2018, the Company announced the launch of AMC Stubs ® A-List, a new tier of our AMC Stubs ® loyalty program. This program offers guests admission to movies at AMC up to three times per week including multiple movies per day and repeat visits to already seen movies from $19.95 to $23.95 per month depending upon geographic market. Revenue is recognized ratably over the enrollment period. Advertising Costs: The Company expenses advertising costs as incurred and does not have any direct-response advertising recorded as assets. Advertising costs were $45.4 million, $39.9 million, and $10.1 million for the years ended December 31, 2018, December 31, 2017, and December 31, 2016, respectively, and are recorded in operating expense in the accompanying consolidated statements of operations. Cash and Equivalents: All highly liquid debt instruments and investments purchased with an original maturity of three months or less are classified as cash equivalents. Derivative Asset and Liability: The Company remeasures the derivative asset related to its contingent call option to acquire shares of its Class B Common Stock at no additional cost and the derivative liability related to the conversion feature in its Convertible Notes due 2024 at fair value each reporting period with changes in fair value recorded in the consolidated statement of operations. The Company has obtained independent third-party valuation studies to assist in determining fair value. The Company’s valuation studies use a Monte Carlo simulation approach and are based on significant inputs not observable in the market and thus represent level 3 measurements within the fair value measurement hierarchy. The Company’s common stock price at the end of each reporting period as well as the remaining amount of time until expiration for the contingent call option and conversion feature are key inputs for the estimation of fair value that are expected to change each reporting period. The Company recorded other income related to increases in its derivative asset fair value of $45.0 million and other income related to decreases in its derivative liability fair value of $66.4 million during the year ended December 31, 2018. See Note 8 – Corporate Borrowings and Capital and Financing Lease Obligations, Note 9 – Stockholders’ Equity and Note 15 – Fair Value Measurements for further discussions. Intangible Assets: Intangible assets were recorded at fair value, in the case of intangible assets resulting from the acquisition of Holdings by Wanda on August 30, 2012 and other theatre acquisitions. Intangible assets are comprised of amounts assigned to theatre leases acquired under favorable terms, management contracts, a contract with an equity method investee, and a non-compete agreement, each of which are being amortized on a straight-line basis over the estimated remaining useful lives of the assets. Trademark and trade names are considered either definite or indefinite-lived intangible assets. Indefinite-lived intangible assets are not amortized but rather evaluated for impairment annually. The Company first assesses the qualitative factors to determine whether the existence of events and circumstances indicate that it is more likely than not the fair value of an indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test. There were no intangible asset impairment charges incurred during the years ended December 31, 2018, December 31, 2017, and December 31, 2016. Investments: The Company accounts for its investments in non-consolidated entities using either the cost or equity methods of accounting as appropriate, and has recorded the investments within other long-term assets in its Consolidated Balance Sheets. Equity earnings and losses are recorded when the Company’s ownership interest provides the Company with significant influence. The Company follows the guidance in ASC 323-30-35-3, which prescribes the use of the equity method for investments where the Company has significant influence. The Company classifies gains and losses on sales of investments or impairments accounted for using the cost method in investment income. Gains and losses on cash sales are recorded using the weighted average cost of all interests in the investments. Gains and losses related to non-cash negative common unit adjustments are recorded using the weighted average cost of those units in NCM. See Note 6 – Investments for further discussion of the Company’s investments in NCM. As of December 31, 2018, the Company holds equity method investments comprised of a 18.4% interest in SV Holdco LLC (“SV Holdco”), a joint venture that markets and sells cinema advertising and promotions through Screenvision; a 50% interest in Digital CineMedia Ltd. (“DCM”), a joint venture that provides advertising services in International markets; a 32.0% interest in AC JV, LLC (“AC JV”), a joint venture that owns Fathom Events offering alternative content for motion picture screens; a 29% interest in DCIP, a joint venture charged with implementing digital cinema in the Company’s theatres; a 14.6% interest in DCDC, a satellite distribution network for feature films and other digital cinema content; a 50% ownership interest in four U.S. motion picture theatres and one IMAX ® screen; and approximately 50% ownership interest in 58 theatres in Europe acquired in the Nordic acquisition. Indebtedness held by equity method investees is non-recourse to the Company. Goodwill: Goodwill represents the excess of purchase price over fair value of net tangible and identifiable intangible assets related to the acquisition of Holdings by Wanda on August 30, 2012 and subsequent theatre business acquisitions. The Company is not required to amortize goodwill as a charge to earnings; however, the Company is required to conduct an annual review of goodwill for impairment. The Company’s recorded goodwill was $4,788.7 million and $4,931.7 million as of December 31, 2018 and December 31, 2017, respectively. The Company evaluates goodwill and its indefinite-lived trademark and trade names for impairment annually as of the beginning of the fourth quarter or more frequently as specific events or circumstances dictate. The Company’s goodwill is recorded in each of its three reporting units for its Domestic Theatres, Odeon Theatres, and Nordic Theatres. The Company performed its annual impairment analysis during the fourth quarter of calendar 2018 and the third quarter and fourth quarter of calendar 2017 and reached a determination that there was no goodwill or trademark and trade name impairment. According to Accounting Standards Codification (“ASC”) 350-20, the Company has an option to first assess the qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. As of October 1, 2018, the Company performed a step 1 quantitative goodwill impairment test on the Odeon and Nordic reporting units and reached a determination that it is not more likely than not that the fair value of the Company’s reporting units are less than their carrying values, and therefore, no impairment charge was incurred. As of December 31, 2018, the Company assessed qualitative factors for all three reporting units and reached a determination that it is not more likely than not that the fair value of the Company’s reporting units are less than their carrying values, and therefore no impairment charge was incurred. During the fourth quarter of calendar 2017, and as of December 31, 2017, the Company assessed qualitative factors of all three reporting units and reached a determination that it is not more likely than not that the fair value of the Company’s reporting units are less than their carrying values, and therefore, no impairment charge was incurred. Other Long-term Assets : Other long-term assets are comprised principally of investments in partnerships and joint ventures, costs incurred in connection with the Company’s line-of-credit revolving credit arrangement, which is being amortized to interest expense using the effective interest rate method over the respective life of the issuance, and capitalized computer software, which is amortized over the estimated useful life of the software. See Note 7 – Supplemental Balance Sheet Information. Accounts Payable: Under the Company’s cash management system, checks issued but not presented to banks frequently result in book overdraft balances for accounting purposes and are classified within accounts payable in the balance sheet. The change in book overdrafts are reported as a component of operating cash flows for accounts payable as they do not represent bank overdrafts. The amount of these checks included in accounts payable as of December 31, 2018 and December 31, 2017 was $42.6 million and $72.8 million, respectively. 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 are 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 not to exceed certain specified amounts and contingent rentals based on revenues. The Company records rent expense for its operating leases on a straight-line basis over the initial base lease term commencing with the date the Company has “control and access” to the leased premises, which is generally a date prior to the “lease commencement date” in the lease agreement. Rent expense related to any “rent holiday” is recorded as operating expense, until construction of the leased premises is complete and the premises are ready for their intended use. Rent charges upon completion of the leased premises subsequent to the date the premises are ready for their intended use are expensed as a component of rent expense. The Company often receives contributions from landlords for renovations at existing locations. The Company records the amounts received from landlords as deferred rent and amortizes the balance as a reduction to rent expense over the base term of the lease agreement. The Company evaluates the classification of its leases following the guidance in ASC 840-10-25. Leases that qualify as capital leases are generally recorded at the present value of the future minimum rentals over the base term of the lease using the Company’s incremental borrowing rate. Capital lease assets are assigned an estimated useful life at the inception of the lease that generally corresponds with the base term of the lease. Occasionally, the Company or other theatre operators it has acquired are responsible for the construction of new leased theatres (build-to-suit lease arrangements) and for paying project costs that are in excess of an agreed upon amount to be reimbursed from the developer. ASC 840-40-05-5 requires the Company to be considered the owner (for accounting purposes) of these types of projects during the construction period and therefore it is required to account for these projects as sale and leaseback transactions. As a result, the Company has recorded financing lease obligations for failed sale leaseback transactions of $427.4 million and $499.6 million in its Consolidated Balance Sheets related to these types of projects as of December 31, 2018 and December 31, 2017, respectively. During the year ended December 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 $35.0 million during the year ended December 31, 2018. Sale and Leaseback Transactions: The Company accounts for the sale and leaseback of real estate assets in accordance with ASC 840-40. Losses on sale leaseback transactions are recognized at the time of sale if the fair value of the property sold is less than the net book value of the property. Gains on sale and leaseback transactions are deferred and amortized over the remaining lease term. On June 18, 2018, the Company completed the sale and leaseback of the real estate assets associated with one theatre for proceeds, net of closing costs of $50.1 million. The gain on the sale of approximately $27.3 million has been deferred and will be amortized over the remaining lease term. On September 14, 2017, the Company completed the sale and leaseback of the real estate assets associated with seven theatres for proceeds net of closing costs of $128.4 million. The gain on sale of approximately $78.2 million has been deferred and will be amortized over the remaining lease term. On December 18, 2017, the Company completed the sale and leaseback of the real estate assets associated with one theatre for proceeds net of closing costs of $7.8 million. The loss on sale of $0.5 million was recognized immediately. Unamortized deferred gains related to these transactions were $98.0 million as of December 31, 2018. Impairment of Long-lived Assets: The Company reviews long-lived assets, including definite-lived intangibles, investments in non-consolidated equity method investees, and internal use software for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be fully recoverable. The Company identifies impairments related to internal use software when management determines that the remaining carrying value of the software will not be realized through future use. The Company reviews internal management reports on a quarterly basis as well as monitors current and potential future competition in the markets where it operates for indicators of triggering events or circumstances that indicate potential impairment of individual theatre assets. The Company evaluates theatres using historical and projected data of theatre level cash flow as its primary indicator of potential impairment and considers the seasonality of its business when making these evaluations. The Company performs its impairment analysis quarterly. Under these analyses, if the sum of the estimated future cash flows, undiscounted and without interest charges, are less than the carrying amount of the asset group, an impairment loss is recognized in the amount by which the carrying value of the asset group exceeds its estimated fair value. Assets are evaluated for impairment on an individual theatre basis, which management believes is the lowest level for which there are identifiable cash flows. The impairment evaluation is based on the estimated cash flows from continuing use until the expected disposal date for the fair value of Property, net. The expected disposal date does not exceed the remaining lease period unless it is probable existing renewal options will be exercised and may be less than the remaining lease period when the Company does not expect to operate the theatre to the end of its lease term. The fair value of assets is determined as either the expected selling price less selling costs (where appropriate) or the present value of the estimated future cash flows. There is considerable management judgment necessary to determine the estimated future cash flows and fair values of the Company’s theatres and other long-lived assets, and, accordingly, actual results could vary significantly from such estimates, which fall under Level 3 within the fair value measurement hierarchy, see Note 15 – Fair Value Measurements. During calendar 2018, the Company recognized an impairment loss of $13.8 million on 13 theatres in the U.S. markets with 150 screens and 15 theatres with 118 screens in the international markets which was related to property, net. During calendar 2017, the Company recognized an impairment loss of $43.6 million on 12 theatres in the U.S. markets with 179 screens which was related to property, net. During calendar 2016, the Company recognized an impairment loss of $5.5 million on two theatres in the U.S. markets with 22 screens, which was related to property, net. Foreign Currency Translation: Operations outside the United States are generally measured using the local currency as the functional currency. Assets and liabilities are translated at the rates of exchange at the balance sheet date. Income and expense items are translated at average rates of exchange. The resultant translation adjustments are included in foreign currency translation adjustment, a separate component of accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions, except those intercompany transactions of a long-term investment nature, and the Company’s £500.0 million, 6.375% Senior Subordinated Notes due 2024, which have been designated as a non-derivative net investment hedge of the Company’s investment in Odeon and UCI Cinemas Holdings Limited (“Odeon”) are not included in net earnings. If the Company substantially liquidates its investment in a foreign entity, any gain or loss on currency translation balance recorded in accumulated other comprehensive income (loss) is recognized as part of a gain or loss on disposition. Income and Operating Taxes: The Company accounts for income taxes in accordance with ASC 740-10. Under ASC 740-10, deferred income tax effects of transactions reported in different periods for financial reporting and income tax return purposes are recorded by the asset and liability method. This method gives consideration to the future tax consequences of deferred income or expense items and recognizes changes in income tax laws in the period of enactment. The statement of operations effect is generally derived from changes in deferred income taxes on the balance sheet. Holdings and its domestic subsidiaries file a consolidated U.S. federal income tax return and combined income tax returns in certain state jurisdictions. Foreign subsidiaries file income tax returns in foreign jurisdictions. Income taxes are determined based on separate Company computations of income or loss. Tax sharing arrangements are in place and utilized when tax benefits from affiliates in the consolidated group are used to offset what would otherwise be taxable income generated by Holdings or another affiliate. Casualty Insurance: The Company is self-insured for general liability up to $1.0 million per occurrence and carries a $0.5 million deductible limit per occurrence for workers’ compensation claims. The Company utilizes actuarial projections of its ultimate losses to calculate its reserves and expense. The actuarial method includes an allowance for adverse developments on known claims and an allowance for claims which have been incurred but which have not yet been reported. As of December 31, 2018 and December 31, 2017, the Company recorded casualty insurance reserves of $24.9 million and $28.1 million. The Company recorded expenses related to general liability and workers’ compensation claims of $25.1 million, of $22.1 million, and $15.6 million for the years ended December 31, 2018, December 31, 2017, and December 31, 2016, respectively. Casualty insurance expense is recorded in operating expense. Other Expense (Income): The following table sets forth the components of other expense (income): Year Ended December 31, (In millions) 2018 2017 2016 Derivative liability fair value adjustment for embedded conversion feature in the Convertible Notes due 2024 $ (66.4) $ — $ — Derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement (45.0) — — Business interruption insurance recoveries — (0.4) (0.4) Loss on GBP forward contract 0.4 — — Foreign currency transactions (gains) losses 1.4 (3.0) — Non-operating components of net periodic benefit cost 0.8 0.2 0.7 Loss on extinguishment of Bridge Loan — 0.4 — Fees related to modification of term loans 0.4 — — Third party fees relating to Third Amendment to our Senior Secured Credit Agreement — 1.0 — Other 0.3 0.3 — Other expense (income) $ (108.1) $ (1.5) $ 0.3 Accounting Pronouncements Recently Adopted Revenue from Contracts with Customers . The Company adopted the guidance of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, (“ASC 606”) as of January 1, 2018 using the modified retrospective method. ASC 606 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of accumulated deficit. ASC 606 was applied only to contracts that were not completed at January 1, 2018. The comparative information in the prior year has not been adjusted and continues to be reported under ASC 605, Revenue Recognition, which was the accounting standard in effect for those periods. See Note 2 – Revenue Recognition for the required disclosures of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers per the guidance in ASC 606. Reclassification of Certain Tax Effects. In February 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”), which allows a reclassification from accumulated other comprehensive income to accumulated deficit for stranded tax effects resulting from the U.S. Tax Cuts and Jobs Act signed into law in December 2017. ASU 2018-02 is effective for the Company on January 1, 2019 and early adoption of the amendments is permitted, including adoption i |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Dec. 31, 2018 | |
REVENUE RECOGNITION | |
REVENUE RECOGNITION | NOTE 2 – REVENUE RECOGNITION The Company adopted ASC 606 on January 1, 2018 using the modified retrospective method; and therefore, the comparative information has not been adjusted for the year ended December 31, 2017. The cumulative effect of the changes made to the consolidated balance sheet at January 1, 2018 for the adoption of ASC 606, are included in the following table: (In millions) Balance at Adjustments Due to ASC 606 Balance at Assets: Other long-term assets $ 475.9 $ 11.1 $ 487.0 Current liabilities: Deferred revenues and income 401.0 (10.0) 391.0 Long-term liabilities: Exhibitor services agreement 530.9 52.9 583.8 Stockholders' equity: Accumulated deficit (207.9) (31.8) (239.7) The disclosure of the impact of the adoption of ASC 606 on the Company’s consolidated statement of operations is as follows: Year Ended December 31, 2018 (In millions) Without Adoption of ASC 606 Adjustments As Reported Revenues: Admissions $ 3,386.4 $ (1.4) $ 3,385.0 Food and beverage 1,671.9 (0.4) 1,671.5 Other theatre 356.8 47.5 404.3 Total revenues 5,415.1 45.7 5,460.8 Operating costs and expenses: Operating expense, excluding depreciation and amortization 1,636.7 18.0 1,654.7 Non-cash interest expense related to NCM exhibitor service agreement — 41.5 41.5 Net earnings 123.9 (13.8) 110.1 Disaggregation of Revenue : Revenue is disaggregated in the following tables by major revenue types and by timing of revenue recognition: Year Ended (In millions) December 31, 2018 Major revenue types Admissions $ 3,385.0 Food and beverage 1,671.5 Other theatre: Advertising 142.2 Other theatre 262.1 Other theatre 404.3 Total revenues $ 5,460.8 Year Ended (In millions) December 31, 2018 Timing of revenue recognition Products and services transferred at a point in time $ 5,218.7 Products and services transferred over time (1) 242.1 Total revenues $ 5,460.8 (1) Amounts primarily include advertising revenues. The following tables provide the balances of receivables and deferred revenue income: (In millions) December 31, 2018 December 31, 2017 Current assets: Receivables related to contracts with customers $ 183.2 $ 204.3 Miscellaneous receivables 76.3 67.2 Receivables, net $ 259.5 $ 271.5 (In millions) December 31, 2018 December 31, 2017 Current liabilities: Deferred revenue related to contracts with customers $ 412.8 $ 376.1 Miscellaneous deferred income 2.0 24.9 Deferred revenue and income $ 414.8 $ 401.0 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, 2017 $ 376.1 Cumulative effect of initially applying ASC 606 (10.0) Cash received in advance (1) 463.4 Customer loyalty rewards accumulated, net of expirations: Admission revenues (2) 30.0 Food and beverage (2) 55.2 Other theatre (2) 8.9 Reclassification to revenue as the result of performance obligations satisfied: Admission revenues (3) (329.9) Food and beverage (3) (82.3) Other theatre (4) (97.0) Business combination - Nordic purchase price allocation (5) (2.3) Foreign currency translation adjustment 0.7 Balance as of December 31, 2018 $ 412.8 (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. (5) See Note 3 – Acquisitions for further information. 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, 2017 $ 530.9 Cumulative effect of initially applying ASC 606 52.9 Common Unit Adjustment – surrender of common units (1) (5.2) Reclassification of the beginning balance to other theatre revenue, as the result of performance obligations satisfied (14.6) Balance as of December 31, 2018 $ 564.0 (1) Represents the fair value amount of the NCM common units that were surrendered due to the annual Common Unit Adjustment. Such amount will reduce the deferred revenues that are being amortized to other theatre revenues over the remainder of the 30-year term of the ESA ending in February 2037. See Note 6 – 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 December 31, 2018: (In millions) Year Ended Year Ended Year Ended Year Ended Year Ended Years Ended Exhibitor services agreement $ 15.7 $ 16.8 $ 18.1 $ 19.4 $ 20.9 $ 473.1 The total amount of non-redeemed gifts cards and exchange tickets included in deferred revenues and income as of December 31, 2018 was $337.4 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 December 31, 2018, the amount of deferred revenue allocated to the AMC Stubs ® loyalty programs included in deferred revenues and income was $47.7 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. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2018 | |
ACQUISITIONS | |
ACQUISITION | NOTE 3 – ACQUISITIONS Odeon and UCI Cinemas Holdings Limited. On November 30, 2016, the Company completed the acquisition of Odeon for approximately £510.4 million ($637.1 million) comprised of cash of approximately £384.8 million ($480.3 million) and 4,536,466 shares of the Company’s Class A common stock with a fair value of £125.6 million ($156.4 million) based on a closing share price of $34.55 per share on November 29, 2016. The amounts set forth above are based on a GBP/USD exchange rate of approximately 1.25 on November 30, 2016. The acquisition was being treated as a purchase in accordance with ASC 805, Business Combinations, which required allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transaction. The allocation of purchase price is based on management’s judgment after evaluating several factors, including a valuation assessment. The following is a summary of the final allocation of the purchase price: (In millions) Final Cash $ 41.6 Receivables 26.2 Other current assets 58.1 Property 736.0 Intangible assets 114.4 Goodwill 924.7 Deferred tax asset 23.3 Other long-term assets 29.6 Accounts payable (78.9) Accrued expenses and other liabilities (120.3) Deferred revenues and income (20.0) 9% Senior Secured Note GBP due 2018 (382.9) 4.93% Senior Secured Note EUR due 2018 (213.7) Capital lease and financing lease obligations (368.2) Deferred tax liability (16.8) Other long-term liabilities (116.0) Total estimated purchase price $ 637.1 During the years ended December 31, 2017 and December 31, 2016, the Company incurred acquisition-related costs for Odeon of approximately $12.3 million and $20.9 million, respectively, which were included in general and administrative expense: merger, acquisition and transaction costs in the consolidated statements of operations. Odeon was acquired on November 30, 2016 and the Company immediately began integrating the operations. The revenues for the years ended December 31, 2017 and December 31, 2016 were $1,089.1 million and $112.7 million, respectively, and the net earnings was $20.9 million and $16.8 million, respectively. Carmike Cinemas, Inc. On December 21, 2016, the Company completed the acquisition of Carmike Cinemas, Inc. (“Carmike”) for approximately $858.2 million comprised of cash of $584.3 million and 8,189,808 shares of the Company’s Class A common stock with a fair value of $273.5 million (based on a closing share price of $33.45 per share on December 20, 2016). The Company also assumed debt of $230.0 million aggregate principal amount of 6.00% Senior Secured Notes due June 15, 2023 (the “Senior Secured Notes due 2023”). The acquisition was being treated as a purchase in accordance with ASC 805, Business Combinations, which required allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transaction. The allocation of purchase price is based on management’s judgment after evaluating several factors, including a valuation assessment. The following is a summary of the final allocation of the purchase price: (In millions) Final Cash $ 86.5 Receivables 12.0 Other current assets 13.5 Property 637.3 Intangible assets 20.4 Goodwill 652.6 Other long-term assets 19.4 Accounts payable (37.0) Accrued expenses and other liabilities (53.3) Deferred revenues and income (20.6) Deferred tax asset (liability) 68.7 6% Senior Secured Notes due 2023 (242.1) Capital and financing lease obligations (223.7) Other long-term liabilities (75.5) Total estimated purchase price $ 858.2 During the years ended December 31, 2017, and December 31, 2016, the Company incurred acquisition-related and transition costs for Carmike of approximately $39.6 million and $25.4 million, respectively, which were included in general and administrative expense: merger, acquisition and transaction costs in the consolidated statements of operations. Carmike was acquired on December 21, 2016 and the Company immediately began integrating the operations. The revenues for the years ended December 31, 2017 and December 31, 2016 were $693.2 million and $46.5 million, respectively, and the net earnings (loss) was $(13.3) million and $16.2 million, respectively. Department of Justice Final Judgment - In connection with the acquisition of Carmike the Company entered into a Final Judgment with the United States Department of Justice on March 7, 2017, pursuant to which the Company agreed to take certain actions to enable it to complete its acquisition of Carmike, including the divestiture of 17 movie theatres (and certain related assets) in the 15 local markets where the Company and Carmike are direct competitors to one or more acquirers acceptable to the DOJ (the Company received gross proceeds of $25.1 million related to divested theatre assets that were held for sale and sold during the year ended December 31, 2017); establish firewalls to ensure the Company does not obtain National CineMedia, LLC’s (“NCM LLC”), National CineMedia, Inc. (“NCM, Inc” and collectively with NCM LLC “NCM”) Screenvision’s or other exhibitors competitively sensitive information; relinquish seats on NCM’s board of directors and all other NCM governance rights; and transfer 24 theatres comprising 384 screens (which represent less than 2% of NCM’s total network) to the Screenvision network. This includes five Carmike theatres that implemented the Screenvision network prior to completion of the Carmike acquisition, an AMC theatre required to extend its existing term with the Screenvision network, and an AMC theatre that was also included in the divestitures. The settlement agreement also requires the Company to divest the majority of its equity interests in NCM, so that by June 20, 2019, it owns no more than 4.99% of NCM’s outstanding equity interests on a fully converted basis. The Company sold 14,800,000 NCM, Inc. common shares during the year ended December 31, 2017 and has satisfied the DOJ divestiture requirements related to NCM for calendar 2017 as calculated pursuant to the Final Judgment. In addition, in accordance with the terms of the settlement, effective December 20, 2016, Craig R. Ramsey, executive vice president and Chief Financial Officer of the Company, resigned his position as a member of the Board of Directors of NCM, Inc. On June 18, 2018, the Company entered into two Unit Purchase Agreements with each of Regal and Cinemark pursuant to which Regal and Cinemark each separately agreed to purchase 10,738,740 common units of NCM at a sales price of $7.30 per unit and aggregate consideration of approximately $156.8 million. The Sales closed on July 5, 2018. Following the closing of the Sales, the Company no longer owns any shares of common stock in NCM, Inc. or common units in NCM. NCM consented to the Sales and waived its rights under the memorandum of understanding that provided the Company would not reduce its combined ownership of NCM and NCM, Inc. below 4.5%. Nordic Cinema Group Holding AB On March 28, 2017, the Company completed the acquisition of Nordic Cinema Group Holding AB (“Nordic”) for cash. The purchase price for Nordic was cash of SEK 5,756 million ($654.9 million), which includes payment of interest on the equity value and repayment of shareholder loans. As a result of the acquisition, the Company assumed the indebtedness of Nordic of approximately SEK 1,269 million ($144.4 million) and indebtedness of approximately €156 million ($169.5 million) as of March 28, 2017, which was refinanced subsequent to the acquisition. The Company also assumed approximately SEK 13.5 million ($1.6 million) and approximately €1.0 million ($1.1 million) of interest rate swaps related to the indebtedness which were repaid following the acquisition. All amounts have been converted into US Dollar amounts assuming an SEK/USD exchange rate of 0.11378 and an EUR/USD exchange rate of 1.0865, which were the exchange rates on March 27, 2017. The acquisition is being treated as a purchase in accordance with ASC Topic 805, Business Combinations, which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transaction. The allocation of purchase price is based on management’s judgment after evaluating several factors, including a valuation assessment. The Company finalized the appraisals for both tangible and intangible assets and liabilities during the three months ended March 31, 2018. The following is a summary of the final allocation of the purchase price: (In millions) Final Cash $ 71.4 Restricted cash 5.9 Receivables 13.4 Other current assets 23.6 Property (1) 133.2 Intangible assets (1) (2) 22.1 Goodwill (3) 792.9 Deferred tax asset 0.9 Other long-term assets (6) 75.2 Accounts payable (30.2) Accrued expenses and other liabilities (36.1) Deferred revenues and income (41.2) Term Loan Facility (SEK) (144.4) Term Loan Facility (EUR) (169.5) Revolving Credit Facility (1) — Capital lease and financing lease obligations (1)(4) (10.0) Deferred tax liability (18.7) Other long-term liabilities (5) (33.6) Total estimated purchase price $ 654.9 (1) Amounts recorded for property include land, buildings, capital lease assets, leasehold improvements, furniture, fixtures and equipment. During the year ended December 31, 2018, the Company recorded measurement period adjustments primarily related to the preliminary valuation of property, intangible assets, equity method investments, financing lease obligations and related tax adjustments. (2) Additional information for intangible assets acquired on March 28, 2017 is presented below: Weighted Average Gross (In millions) Amortization Period Carrying Amount Acquired intangible assets: Amortizable intangible assets: Favorable leases 7.0 years $ 3.5 Favorable subleases 4.0 years 1.1 Screen advertising agreement 5.0 years 6.6 Trade name agreement 4.0 years 0.4 Total, amortizable 5.5 years $ 11.6 Unamortized intangible assets: Trade names $ 10.5 (3) Amounts recorded for goodwill are not expected to be deductible for tax purposes. (4) Including current portion of approximately $1.1 million. (5) Amounts recorded for other long-term liabilities include unfavorable leases of approximately $20.0 million with an amortization period of 9.3 years. (6) Includes equity method investments of $64.7 million. The fair value measurement of tangible and intangible assets and liabilities were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy. Level 3 fair market values were determined using a variety of information, including estimated future cash flows, appraisals, and market comparables. The purchase price paid by the Company in the acquisition resulted in recognition of goodwill because it exceeded the estimated fair value of the assets acquired and liabilities assumed. The Company paid a price in excess of estimated fair value of the assets acquired and liabilities assumed because the acquisition of Nordic enhances its position as the largest movie exhibition company in Europe and broadens and diversifies its European platform. The Company also expects to realize synergy and cost savings related to the acquisition because of purchasing and procurement economies of scale. During the years ended December 31, 2018 and December 31, 2017, the Company incurred acquisition-related and transition costs for Nordic of approximately $1.5 million and $10.1 million, which were included in general and administrative expense: merger, acquisition and transaction costs in the consolidated statements of operations. Nordic was acquired on March 28, 2017 and the Company immediately began integrating the operations. The revenues for Nordic during the year ended December 31, 2018 were $374.1 million, and net earnings was $40.9 million for the year ended December 31, 2018. Pro Forma Results of Operations (Unaudited) The following selected comparative unaudited actual results of operation information for the year ended December 31, 2018, and the comparative unaudited pro forma results of operations for the years ended December 31, 2017, and December 31, 2016 assumes that the Odeon, Carmike, and Nordic acquisitions occurred at the beginning of 2016, and reflects the full results of operations for the years presented. The pro forma results have been prepared for comparative purposes only and do not purport to indicate the results of operations which would actually have occurred had the combination been in effect on the dates indicated, or which may occur in the future. These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Odeon, Carmike, and Nordic to reflect the fair value adjustments to property and equipment and financing obligations. The pro forma financial information presented includes the effects of adjustments related to preliminary values assigned to long-lived assets, including depreciation charges from acquired property and equipment, interest expense and incremental shares issued from financing the acquisitions and the related income tax effects and the elimination of Carmike and AMC historical revenues and expenses for theatres in markets that were divested as required by the Department of Justice. Merger, acquisition and transaction costs directly related to the acquisitions have not been removed. Actual Pro Forma Pro Forma Year Ended Year Ended Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Revenues $ 5,460.8 $ 5,156.0 $ 5,256.5 Operating income (loss) $ 265.0 $ 108.8 $ 191.8 Net earnings (loss) $ 110.1 $ (497.1) $ (88.0) Earnings (loss) per share: Basic $ 0.91 $ (3.88) $ (0.67) Diluted $ 0.41 $ (3.88) $ (0.67) |
PROPERTY
PROPERTY | 12 Months Ended |
Dec. 31, 2018 | |
PROPERTY | |
PROPERTY | NOTE 4 – PROPERTY A summary of property is as follows: (In millions) December 31, 2018 December 31, 2017 Property owned: Land $ 104.6 $ 130.5 Buildings and improvements 878.2 949.9 Leasehold improvements 1,560.7 1,198.0 Furniture, fixtures and equipment 2,065.4 1,970.6 4,608.9 4,249.0 Less: accumulated depreciation 1,668.3 1,248.6 2,940.6 3,000.4 Property leased under capital leases: Building and improvements 127.8 134.4 Less: accumulated depreciation and amortization 28.8 18.3 99.0 116.1 $ 3,039.6 $ 3,116.5 Property is recorded at cost or fair value, in the case of property resulting from acquisitions. The Company uses the straight-line method in computing depreciation and amortization for financial reporting purposes. The estimated useful lives for leasehold improvements and buildings subject to a ground lease reflect the shorter of the expected useful lives of the assets or the base terms of the corresponding lease agreements plus renewal options expected to be exercised for these leases for assets placed in service subsequent to the lease inception. The estimated useful lives are as follows: Buildings and improvements 5 to 45 years Leasehold improvements 1 to 20 years Furniture, fixtures and equipment 1 to 11 years Expenditures for additions (including interest during construction) and betterments are capitalized, and expenditures for maintenance and repairs are charged to expense as incurred. The cost of assets retired or otherwise disposed of and the related accumulated depreciation and amortization are eliminated from the accounts in the year of disposal. Gains or losses resulting from property disposals are included in operating expense in the accompanying consolidated statements of operations. Depreciation expense was $498.2 million, $495.2 million, and $239.9 million for the years ended December 31, 2018, December 31, 2017 and December 31, 2016, respectively. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2018 | |
GOODWILL AND INTANGIBLE ASSETS | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 5 – GOODWILL AND INTANGIBLE ASSETS Activity of goodwill is presented below: (In millions) U.S. International Total Balance as of December 31, 2016 3,044.8 888.2 3,933.0 Acquisition of Nordic — 872.1 872.1 Adjustments to acquisition of Nordic(1) — (72.8) (72.8) Adjustments to acquisition of Odeon(1) — 26.1 26.1 Adjustments to acquisition of Carmike(1) 27.8 — 27.8 Currency translation adjustment — 145.5 145.5 Balance as of December 31, 2017 $ 3,072.6 $ 1,859.1 $ 4,931.7 Adjustments to the acquisition of Nordic — (6.4) (6.4) Currency translation adjustment — (136.6) (136.6) Balance as of December 31, 2018 $ 3,072.6 $ 1,716.1 $ 4,788.7 (1) Change in goodwill from purchase price allocation adjustments. See Note 3 – Acquisitions for further information. (2) As of December 31, 2018, the goodwill for the Odeon Theatres reporting unit and the Nordic Theatres reporting unit was $940.1 million and $776.0 million, respectively. Detail of other intangible assets is presented below: December 31, 2018 December 31, 2017 Gross Gross Remaining Carrying Accumulated Carrying Accumulated (In millions) Useful Life Amount Amortization Amount Amortization Amortizable Intangible Assets: Favorable leases 1 to 40 years $ 206.0 $ (55.4) $ 209.8 $ (42.1) Management contracts and franchise rights 1 to 7 years 11.8 (6.2) 16.1 (5.5) Non-compete agreement 2 years 2.6 (1.5) 2.6 (1.0) Starplex trade name 8 years 7.9 (1.8) 7.9 (1.0) Carmike trade name 5 years 9.3 (2.7) 9.3 (1.4) NCM tax receivable agreement 18 years 20.9 (5.3) 20.9 (4.5) Total, amortizable $ 258.5 $ (72.9) $ 266.6 $ (55.5) Unamortized Intangible Assets: AMC trademark $ 104.4 $ 104.4 Odeon trade names 51.4 54.3 Nordic trade names 10.7 10.7 Total, unamortizable $ 166.5 $ 169.4 Amortization expense associated with the intangible assets noted above is as follows: Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Recorded amortization $ 19.2 $ 20.0 $ 9.6 Estimated annual amortization for the next five calendar years for intangible assets is projected below: (In millions) 2019 2020 2021 2022 2023 Projected annual amortization $ 16.8 $ 15.7 $ 14.4 $ 13.0 $ 12.2 |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2018 | |
INVESTMENTS | |
INVESTMENTS | NOTE 6 – 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 December 31, 2018, include interests in DCIP of 29.0%, DCDC of 14.6%, AC JV, owner of Fathom Events, of 32.0%, SV Holdco, owner of Screenvision, 18.4% and DCM of 50.0%. The Company also has partnership interests in four U.S. motion picture theatres and one IMAX ® screen of 50.0% (“Theatre Partnerships”) and approximately 50.0% interest in 58 theatres in Europe acquired in the Odeon and Nordic acquisitions. Indebtedness held by equity method investees is non-recourse to the Company. At December 31, 2018, the Company’s recorded investments are greater than its proportional ownership of the underlying equity in its non-consolidated affiliates by approximately $40.0 million. Amounts payable to U.S. Theatre Partnerships were $0.9 million and $2.8 million as of December 31, 2018 and December 31, 2017, respectively. RealD Inc. Common Stock During the year ended December 31, 2018, the Company entered into a Stock Issuance and Restrictions Agreement with RealD Holdings Inc. (“RealD”). The new agreement replaces a similar agreement with RealD for the lease of RealD 3D systems where rental payments continue to be variable and based on paid admissions and extends the term of the agreement to December 31, 2024. The investments are recorded at cost following the measurement alternative as there is no established market for the securities and the Company does not have significant influence over these entities. The Company sold 1,222,780 shares in RealD Inc. during the year ended December 31, 2016 and recognized a gain on sale of $3.0 million. Dreamscape and Central Services Studios Preferred Stock During the year ended December 31, 2017, the Company invested $5.0 million in Dreamscape Immersive, Inc. and invested $5.0 million in Central Services Studios, Inc. as a part of its virtual reality technologies strategy. During January 2018, the Company invested an additional $5.0 million in Dreamscape and an additional $5.0 million in Central Services Studios. The Company does not have significant influence over these entities and will follow the cost method of accounting. NCM Transactions In March 2018, the NCM Common Unit Adjustment ("CUA") resulted in a negative adjustment of 915,150 common units for the Company. The Company elected to return the units and recorded the surrendered common units as a reduction to deferred revenues for the ESA at fair value of $5.2 million, based upon a price per share of NCM, Inc. of $5.64 on March 15, 2018. The Company’s investment in NCM was reduced by the carrying value of the common units of $6.3 million resulting in a loss from the surrender of the NCM common units of $1.1 million, which was recorded to equity in earnings (loss) of Non-Consolidated Entities in March 2018. On June 18, 2018, the Company entered into two Unit Purchase Agreements (the “Agreements”) with each of Regal Cinemas, Inc. (“Regal”) and Cinemark USA, Inc. (“Cinemark”) pursuant to which Regal and Cinemark each separately agreed to purchase 10,738,740 common units of NCM at a sales price of $7.30 per unit and aggregate consideration of approximately $156.8 million (the “Sales”). The Sales closed on July 5, 2018. Following the closing of the Sales, the Company no longer owns any shares of common stock in NCM, Inc. or common units in NCM. NCM consented to the Sales and waived its rights under the memorandum of understanding that provided the Company would not reduce its combined ownership of NCM and NCM, Inc. below 4.5%. The Company recorded a $28.9 million gain on the sale of its NCM investment during the year ended December 31, 2018. Pursuant to the Company’s Common Unit Adjustment Agreement, from time to time common units of NCM held by the Founding Members will be adjusted up or down through a formula (“Common Unit Adjustment”), primarily based on increases or decreases in the number of theatre screens operated and theatre attendance generated by each Founding Member. The common unit adjustment is computed annually, except that an earlier common unit adjustment will occur for a Founding Member if its acquisition or disposition of theatres, in a single transaction or cumulatively since the most recent common unit adjustment, will cause a change of 2% or more in the total annual attendance of all of the Founding Members. In the event that a common unit adjustment is determined to be a negative number, the Founding Member shall cause, at its election, either (a) the transfer and surrender to NCM of a number of common units equal to all or part of such Founding Member’s common unit adjustment or (b) pay to NCM an amount equal to such Founding Member’s common unit adjustment calculated in accordance with the Common Unit Adjustment Agreement. The Company has a mortgage note payable to NCM in the amount of $1.3 million in current maturities of corporate borrowings and capital and finance lease obligations. During the years ended December 31, 2018, December 31, 2017, and December 31, 2016, payments received of $5.4 million, $6.0 million, and $7.8 million, respectively, related to the NCM tax receivable agreement were recorded in investment expense (income), net of related amortization for the NCM tax receivable agreement intangible asset. SV Holdco. (“Screenvision”) The Company acquired its investment in SV Holdco on December 21, 2016, in connection with the acquisition of Carmike. SV Holdco is a holding company that owns and operates the Screenvision advertising business through a subsidiary entity. SV Holdco has elected to be taxed as a partnership for U.S. federal income tax purposes. On May 30, 2018, Screenvision entered into an Agreement and Plan of Merger which resulted in a change of control in Screenvision. The Company received distributions and merger consideration of $45.9 million on July 2, 2018 upon consummation of the Screenvision merger and retains a 18.4% common membership interest. The Company reduced the carrying value of its investment in Screenvision to $0 and recorded equity in earnings for the excess distribution of $30.1 million during the year ended December 31, 2018. The Company recorded the following related party transactions with Screenvision: As of As of (In millions) December 31, 2018 December 31, 2017 Due from Screenvision for on-screen advertising revenue $ 2.7 $ 3.1 Year Ended Year Ended Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Screenvision screen advertising revenues $ 15.1 $ 14.0 $ 1.6 Digital Cinema Media The Company acquired its equity investment in DCM on November 30, 2016, in connection with the acquisition of Odeon. The Company receives advertising services from DCM for its Odeon Theatres in International markets through a joint venture in which it has a 50% ownership interest. As of December 31, 2018, Odeon held a note receivable from DCM in the amount of $0.6 million. The Company recorded the following related party transactions with DCM: As of As of (In millions) December 31, 2018 December 31, 2017 Due from DCM for on-screen advertising revenue $ 2.8 $ 4.6 Year Ended Year Ended Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 DCM screen advertising revenues $ 20.1 $ 23.3 $ 3.1 DCIP Transactions The Company will make capital contributions to DCIP for projector and installation costs in excess of an agreed upon cap. 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) December 31, 2018 December 31, 2017 Due from DCIP for warranty expenditures $ 3.4 $ 2.8 Deferred rent liability for digital projectors 7.8 8.1 (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Digital equipment rental expense $ 6.5 $ 5.7 $ 5.0 Open Road Films Transactions During the year ended December 31, 2017, the Company recorded additional equity earnings (loss) in Open Road Releasing, LLC (“Open Road”) of $(8.0) million, related to certain advances to and on behalf of Open Road. On August 4, 2017, the Company and Regal Entertainment Group consummated a transaction for the sale of all the issued and outstanding ownership interests in Open Road for total proceeds of $28.8 million of which the Company received $14.0 million in net proceeds after transaction expenses for its 50% investment including collection of amounts due from Open Road of $4.8 million and recognized a gain on sale of $17.2 million. AC JV Transactions On December 26, 2013, the Company amended and restated its existing Exhibitor Services Agreement (“ESA”) with NCM in connection with the spin-off by NCM of its Fathom Events business to AC JV, a newly-formed company owned 32% by each of the Founding Members and 4% by NCM. In consideration for the spin-off, NCM received a total of $25.0 million in promissory notes from its Founding Members (approximately $8.3 million from each Founding Member). Interest on the promissory note is at a fixed rate of 5% per annum, compounded annually. Interest and principal payments are due annually in six equal installments commencing on the first anniversary of the closing. Cinemark and Regal also amended and restated their respective ESAs with NCM in connection with the spin-off. The ESAs were modified to remove those provisions addressing the rights and obligations related to digital programing services of the Fathom Events business. Those provisions are now contained in the Amended and Restated Digital Programming Exhibitor Services Agreements (the “Digital ESAs”) that were entered into on December 26, 2013 by NCM and each of the Founding Members. These Digital ESAs were then assigned by NCM to AC JV as part of the Fathom spin-off. The Company recorded the following related party transactions with AC JV: As of As of (In millions) December 31, 2018 December 31, 2017 Due to AC JV for Fathom Events programming 2.5 0.5 Year Ended Year Ended Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Film exhibition costs: Gross exhibition cost on Fathom Events programming $ 12.9 $ 12.5 $ 8.0 The Company recorded the following related party transactions with the Nordic theatre JV’s: As of As of (In millions) December 31, 2018 December 31, 2017 Due from Nordic JVs $ 2.6 $ 5.7 Due to Nordic JVs for management services 1.7 2.5 Summary Financial Information Investments in non-consolidated affiliates accounted for under the equity method as of December 31, 2018, include interests in NCM, SV Holdco, DCM, DCIP, AC JV, DCDC, 58 theatres in Europe acquired in the Nordic acquisition, two U.S. motion picture theatres and one IMAX ® screen, and other immaterial investments. Condensed financial information of the Company’s significant non-consolidated equity method investments is shown below with amounts presented under U.S. GAAP. December 31, 2018 (In millions) DCIP Other Total Current assets $ 57.9 $ 170.4 $ 228.3 Noncurrent assets 684.3 201.0 885.3 Total assets 742.2 371.4 1,113.6 Current liabilities 60.7 99.4 160.1 Noncurrent liabilities 132.1 207.7 339.8 Total liabilities 192.8 307.1 499.9 Stockholders’ equity (deficit) 549.5 64.3 613.8 Liabilities and stockholders’ equity (deficit) 742.2 371.4 1,113.6 The Company’s recorded investment (1) $ 152.5 $ 79.9 $ 232.4 December 31, 2017 (In millions) NCM DCIP Other Total Current assets $ 173.5 $ 56.3 $ 172.6 $ 402.4 Noncurrent assets 759.2 771.3 226.5 1,757.0 Total assets 932.7 827.6 399.1 2,159.4 Current liabilities 125.4 52.5 117.5 295.4 Noncurrent liabilities 923.3 302.4 70.5 1,296.2 Total liabilities 1,048.7 354.9 188.0 1,591.6 Stockholders’ equity (deficit) (116.0) 472.7 211.1 567.8 Liabilities and stockholders’ equity (deficit) 932.7 827.6 399.1 2,159.4 The Company’s recorded investment (1) $ 167.9 $ 129.6 $ 92.0 $ 389.5 (1) Certain differences in the Company’s recorded investments, and its proportional ownership share resulting from the acquisition of Holdings by Wanda on August 30, 2012, where the investments were recorded at fair value, are amortized to equity in (earnings) losses of non-consolidated entities over the estimated useful lives of the underlying assets and liabilities. Other non-amortizing differences are considered to represent goodwill and are evaluated for impairment annually. Condensed financial information of the Company’s significant non-consolidated equity method investments is shown below and amounts are presented under U.S. GAAP for the periods of ownership by the Company: Year Ended December 31, 2018 (In millions) NCM DCIP Other Total Revenues $ 193.9 $ 176.7 $ 532.2 $ 902.8 Operating costs and expenses 171.9 81.9 489.2 743.0 Net earnings $ 22.0 $ 94.8 $ 43.0 $ 159.8 (1) The NCM condensed financial information represents the period January 1, 2018 through the date the Sale closed July 5, 2018. Year Ended December 31, 2017 (In millions) NCM DCIP Other Total Revenues $ 426.1 $ 177.4 $ 581.9 $ 1,185.4 Operating costs and expenses 324.2 84.3 550.9 959.4 Net earnings (loss) $ 101.9 $ 93.1 $ 31.0 $ 226.0 Year Ended December 31, 2016 (In millions) NCM DCIP Other Total Revenues $ 447.6 $ 178.8 $ 494.7 $ 1,121.1 Operating costs and expenses 338.3 89.6 533.8 961.7 Net earnings (loss) $ 109.3 $ 89.2 $ (39.1) $ 159.4 The components of the Company’s recorded equity in earnings (losses) of non-consolidated entities are as follows: Year Ended Year Ended Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 National CineMedia (1) $ 17.9 $ (216.3) $ 17.6 Digital Cinema Implementation Partners, LLC 29.1 28.6 27.5 Other 39.7 2.5 2.6 The Company’s recorded equity (loss) in earnings $ 86.7 $ (185.2) $ 47.7 (1) Includes both NCM, LLC and NCM, Inc. The Company recorded the following changes in the carrying amount of its investment in NCM LLC and equity in earnings of NCM LLC during the years ended December 31, 2018, December 31, 2017, and December 31, 2016: Accumulated G&A: Mergers Exhibitor Other Equity in and Investment Services Comprehensive Cash (Earnings) Acquisitions Advertising (In millions) in NCM Agreement(1) (Income)/Loss Received Losses Expense (Revenue) Ending balance at December 31, 2015 $ 327.5 $ (377.6) $ (4.0) $ 22.7 $ (11.2) $ — $ (15.3) Exchange of common units 0.4 — — — — — — Receipt of excess cash distributions (21.6) — — 21.6 — — — Amortization of ESA — 18.4 — — — — (18.4) Equity in earnings 19.0 — — — (19.0) — — Equity in loss from amortization of basis difference (1.4) — — — 1.4 — — Ending balance at December 31, 2016 $ 323.9 $ (359.2) $ (4.0) $ 21.6 $ (17.6) $ — $ (18.4) Receipt of common units 235.2 (235.2) — — — — — Receipt of excess cash distributions (28.6) — — 28.6 — — — Surrender of common units for transferred theatres (36.4) 35.7 — — 0.7 — — Surrender of common units for make whole agreement (23.1) — — — 0.5 22.6 — Other-than-temporary impairment loss - held for sale (206.3) — — — 206.3 — — Units exchanged for NCM, Inc. common shares (116.5) — — — — — — Equity in earnings 15.3 — 1.5 — (16.8) — — Equity in loss from amortization of basis difference (2.4) — — — 2.4 — — Amortization of ESA — 27.8 — — — — (27.8) Ending balance at December 31, 2017 $ 161.1 $ (530.9) $ (2.5) $ 28.6 $ 193.1 $ 22.6 $ (27.8) ASC 606 revenue recognition change in amortization method — (52.9) — Surrender of common units for common unit adjustment (6.3) 5.2 — $ — $ 1.1 $ — $ — Receipt of excess cash distributions (15.3) — — 15.3 — — — Impairment loss - held for sale (14.4) — — — 14.4 — — Expenses on sale of NCM common units — — — (1.4) 1.4 — — Sale of NCM common units (128.3) — 2.4 156.8 (30.9) — — Equity in earnings 3.2 — 0.1 — (3.3) — — Amortization of ESA — 14.6 — — — — (14.6) Ending balance at December 31, 2018 $ — $ (564.0) $ — $ 170.7 $ (17.3) $ — $ (14.6) (1) Represents the unamortized portion of the ESA with NCM. Such amounts are being amortized to other theatre revenues over the remainder of the 30-year term of the ESA ending in 2037. See Note 1 – The Company and Significant Accounting Policies and Note 2 – Revenue Recognition f0r information on the effects of adopting ASC 606. |
SUPPLEMENTAL BALANCE SHEET INFO
SUPPLEMENTAL BALANCE SHEET INFORMATION | 12 Months Ended |
Dec. 31, 2018 | |
SUPPLEMENTAL BALANCE SHEET INFORMATION | |
SUPPLEMENTAL BALANCE SHEET INFORMATION | NOTE 7 – SUPPLEMENTAL BALANCE SHEET INFORMATION Assets held for sale, other assets and liabilities consist of the following: (In millions) December 31, 2018 December 31, 2017 Other current assets: Prepaid rent $ 82.3 $ 63.9 Income taxes receivable 24.7 26.5 Prepaid insurance and other 17.5 50.2 Merchandise inventory 35.2 34.0 Other 38.1 28.0 $ 197.8 $ 202.6 Other long-term assets: Investments in real estate $ 16.2 $ 7.6 Deferred financing costs revolving credit facility 6.7 9.5 Investments in equity method investees 232.4 389.5 Less: Reclassified to held for sale (1) — (80.0) Computer software 104.3 83.7 Investment in common stock 30.9 15.0 Pension 25.7 26.9 Derivative asset 55.7 — Other 33.6 23.7 $ 505.5 $ 475.9 Accrued expenses and other liabilities: Taxes other than income $ 73.4 $ 87.6 Interest 32.6 27.5 Payroll and vacation 39.6 30.4 Current portion of casualty claims and premiums 11.2 11.0 Accrued bonus 39.6 18.5 Theatre and other closure 5.6 8.8 Accrued licensing and percentage rent 18.9 20.4 Current portion of pension 0.3 0.3 Other 157.3 146.6 $ 378.5 $ 351.1 Other long-term liabilities: Unfavorable lease obligations $ 176.6 $ 221.3 Deferred rent 518.5 467.7 Pension 54.6 62.7 Deferred gain 102.4 76.8 RealD deferred lease incentive 11.7 8.2 Casualty claims and premiums 15.2 17.1 Theatre and other closure 12.5 18.7 Other 71.6 31.3 $ 963.1 $ 903.8 (1) As of December 31, 2017, assets held for sale includes the fair market value of NCM units of $80.0 million. |
CORPORATE BORROWINGS AND CAPITA
CORPORATE BORROWINGS AND CAPITAL AND FINANCING LEASE OBLIGATIONS | 12 Months Ended |
Dec. 31, 2018 | |
CORPORATE BORROWINGS AND CAPTAL AND FINANCING LEASE OBLIGATIONS | |
CORPORATE BORROWINGS AND CAPITAL AND FINANCING LEASE OBLIGATIONS | NOTE 8 – CORPORATE BORROWINGS AND CAPITAL AND FINANCING LEASE OBLIGATIONS A summary of the carrying value of corporate borrowings and capital and financing lease obligations is as follows: (In millions) December 31, 2018 December 31, 2017 Odeon Revolving Credit Facility Due 2022 (2.5% + Base Rate of 0.75% as of December 31, 2018) $ 11.9 $ — Senior Secured Credit Facility-Term Loan due 2022 (4.7051% as of December 31, 2018) 854.2 863.0 Senior Secured Credit Facility-Term Loan due 2023 (4.7051% as of December 31, 2018) 491.2 496.3 6.0% Senior Secured Notes due 2023 230.0 230.0 2.95% Senior Unsecured Convertible Notes due 2024 600.0 — 5.0% Promissory Note payable to NCM due 2019 1.3 2.8 5.875% Senior Subordinated Notes due 2022 375.0 375.0 6.375% Senior Subordinated Notes due 2024 (£500 million par value) 634.1 675.1 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 Capital and financing lease obligations, 5.75% - 11.5% Debt issuance costs (104.4) (103.7) Net premiums and (discounts) (64.4) 26.8 Derivative liability 24.0 — 5,283.2 4,886.7 Less: Current maturities (82.2) (87.7) $ 5,201.0 $ 4,799.0 Minimum annual payments required under existing capital and financing lease obligations (net present value thereof) and maturities of corporate borrowings as of December 31, 2018 are as follows: Principal Capital and Financing Lease Obligations Amount of Minimum Lease Corporate (In millions) Payments Less Interest Principal Borrowings Total 2019 $ 100.7 $ 33.7 $ 67.0 $ 15.2 $ 82.2 2020 96.6 29.4 67.2 13.8 81.0 2021 87.8 25.2 62.6 13.8 76.4 2022 82.7 21.1 61.6 1,219.7 1,281.3 2023 70.4 17.3 53.1 701.3 754.4 Thereafter 331.5 82.7 248.8 2,904.1 3,152.9 Total $ 769.7 $ 209.4 $ 560.3 $ 4,867.9 $ 5,428.2 Senior Unsecured Convertible Notes due 2024 Carrying value (in millions) as of December 31, 2018: Carrying Value Carrying Value at Issuance on Additional (Increase) decrease to as of September 14, 2018 Deferred Charges Net Earnings December 31, 2018 Principal balance $ $ — $ — $ 600.0 Discount (90.4) — 3.7 (86.7) Debt issuance costs (12.5) (1.1) 0.6 (13.0) Derivative liability 90.4 — (66.4) 24.0 Carrying Value $ 587.5 $ (1.1) $ (62.1) $ 524.3 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 initial 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 period from September 14, 2018 to December 31, 2018 of $9.7 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 15 – Fair Value Measurements for a discussion of the valuation methodology. For the year ended December 31, 2018, this resulted in other income of $66.4 million. The principal balance exceeded the if-converted value of the Convertible Notes due 2024 by approximately $211.2 million as of December 31, 2018 based on the closing price per share of our common stock of $12.28 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 December 31, 2018, 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 9 – 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 15 – Fair Value Measurements for a discussion of the valuation methodology. For the year ended December 31, 2018, this resulted in other income of $45.0 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. 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. Odeon Revolving Credit Facility On December 7, 2017, the Company entered into a Revolving Credit Facility Agreement with Citigroup Global Markets Limited, Lloyds Bank PLC, Barclays Bank PLC and Bank of America Merrill Lynch International Limited as arrangers. The lenders make available a multicurrency revolving credit facility in an aggregate amount of £100.0 million ($126.8 million as of December 31, 2018). As of December 31, 2018, there were borrowings of £9.4 million ($11.9 million) outstanding and Odeon had £73.9 million ($93.7 million) available for borrowing, net £16.7 million ($21.2 million) letters of credit. The interest rate on each loan when drawn down under the revolving credit facility is 2.5% plus IBOR (meaning LIBOR, EURIBOR, CIBOR or STIBOR as applicable) per annum. The undrawn commitment fee is 0.5% of the undrawn amount per annum. All assets located in England and Wales have been pledged as collateral. Bridge Loan Agreement On December 21, 2016, the Company entered into a bridge loan agreement with Citicorp North America, Inc., as administrative agent and the other lenders party thereto (the “Bridge Loan Agreement”). The Company borrowed $350.0 million of interim bridge loans (the “Interim Bridge Loans”) on December 21, 2016 under the Bridge Loan Agreement and recorded approximately $4.4 million in deferred financing costs. The proceeds of the Interim Bridge Loans were used to partially finance the acquisition of Carmike. On February 13, 2017, the Company repaid the aggregate principal amount of Interim Bridge Loans of $350.0 million with a portion of the proceeds from its public offering of shares of Holdings Class A common stock, as discussed in Note 9 – Stockholders’ Equity. The Company recorded a loss of $0.4 million in other income, which included a write-off of deferred financing costs of $3.7 million, partially offset by a refund of fees of $3.3 million on the extinguishment of indebtedness related to the redemption of the interim bridge loan. Senior Secured Credit Facility The Senior Secured Credit Facility is with a syndicate of banks and other financial institutions. The Senior Secured Credit Facility also provides for a Revolving Credit Facility, including a borrowing capacity which is available for letters of credit and for swingline borrowings on same-day notice. Senior Secured Credit Facility. On April 30, 2013, the Company entered into a $925.0 million Senior Secured Credit Facility pursuant to which the Company borrowed term loans and used the proceeds to fund the redemption of the former Senior Secured Credit Facility term loans. The Senior Secured Credit Facility was comprised of a $150.0 million Revolving Credit Facility, which matured on April 30, 2018 (the “Revolving Credit Facility”), and a $775.0 million term loan, which matures on April 30, 2020 (the “Term Loan due 2020”). The Term Loan due 2020 required repayments of principal of 0.25% of the original principal amount, or $1.9 million, per quarter, with the remaining principal payable upon maturity. The term loan was issued at a 0.25% discount, which was amortized to interest expense over the term of the loan. The Company capitalized deferred financing costs of approximately $6.9 million related to the issuance of the Revolving Credit Facility and approximately $2.2 million related to the issuance of the Term Loan due 2020. First Amendment. On December 11, 2015, the Company entered into a first amendment to its Senior Secured Credit Agreement dated April 30, 2013 (“First Amendment”). The First Amendment provides for the incurrence of $125.0 million incremental term loans (“Incremental Term Loan”). In addition, the First Amendment, among other things, (a) extends the maturity date with respect to (i) the existing Term Loan due 2020 and the Incremental Term Loan (together “Term Loan due 2022”) to December 15, 2022 and (ii) the Revolving Credit Facility from April 30, 2018 to December 15, 2020 and (b) increases the applicable margin for the Term Loan due 2022 from 1.75% with respect to base rate borrowings to 2.25% and 2.75% with respect to LIBOR borrowings to 3.25%. The Company capitalized additional deferred financing costs of approximately $6.5 million related to the modification of the Revolving Credit Facility and approximately $3.3 million related to the modification of the term loans under the Senior Secured Credit Facility. The proceeds of the Incremental Term Loan were used by the Company to pay expenses related to the First Amendment transactions and the Starplex Cinemas acquisition. The Company recorded a loss of approximately $1.4 million in other expense (income) during the year ended December 31, 2015, which consisted of third-party costs, deferred financing costs, and discount write-off incurred in connection with the modification of the Senior Secured Credit Facility. Second Amendment. On November 8, 2016, the Company amended its Senior Secured Credit Agreement dated April 30, 2013, as previously amended, to among other things, lower the applicable margin on base rate borrowings from 2.25% to 2.00% and the applicable margin on LIBOR borrowings from 3.25% to 2.75%, to reduce the minimum rate for base rate borrowings from 1.75% to 1.00% and the minimum rate for LIBOR rate borrowings to 0.0% and to allow for additional term loan borrowings of $500 million. On November 29, 2016, the Company borrowed $500.0 million additional Term loans due on December 15, 2023 (“Term Loan due 2023”). The Company recorded deferred financing costs of approximately $18.8 million and a discount of 0.25%, or $1.3 million, related to the Term Loan due 2023. The Company used the net proceeds from the Term Loan due 2023 to pay the consideration for the Odeon acquisition and the related refinancing of Odeon debt assumed in the acquisition. Borrowings under the Senior Secured Credit Facility bear interest at a rate equal to an applicable margin plus, at the Company’s option, either a base rate or LIBOR. The minimum rate for base rate borrowings is 1.00% and the minimum rate for LIBOR-based borrowings is 0%. The applicable margin for the Terms loan due 2022 and 2023 is 2.00% for base rate borrowings and 2.75% for LIBOR based loans. The applicable margin for the Revolving Credit Facility ranges from 1.25% to 1.5% for base rate borrowings and from 2.25% to 2.5% for LIBOR based borrowings. The Revolving Credit Facility also provides for an unused commitment fee of 0.50% per annum and for letter of credit fees of up to 0.25% per annum plus the applicable margin for LIBOR-based borrowings on the undrawn amount of the letter of credit. The applicable rate for borrowings under the Term Loans due 2022 and 2023 at December 31, 2017 were each 3.727% based on LIBOR (2.75% margin plus 0% minimum LIBOR rate). The Term Loans due 2022 and 2023 requires repayments of principal of 0.25% of the original principal amount, or $3.5 million per quarter, with any remaining balance due on December 15, 2022 or December 15, 2023, as applicable. The Company may voluntarily repay outstanding loans under the Senior Secured Credit Facility at any time without premium or penalty, other than (i) customary “breakage” costs with respect to LIBOR loans and (ii) in connection with a repricing transaction closed (a) in respect of the Term Loans due 2022, within six months from the date the Second Amendment becomes effective or (b) in respect of the Term Loans due 2023, within six months from the date on which the available commitments of the relevant lenders in respect of the Term Loans due 2023 are reduced to zero, in which case the Company must pay a 1% premium on the amount of Term Loans repaid. The Senior Secured Credit Facility contains a number of covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and its subsidiaries, to sell assets; incur additional indebtedness; prepay other indebtedness (including the notes); pay dividends and distributions or repurchase their capital stock; create liens on assets; make investments; make acquisitions; engage in mergers or consolidations; engage in transactions with affiliates; amend constituent documents and material agreements governing subordinated indebtedness, including the 5.875% Senior Subordinated Notes due 2022, the 5.75% Senior Subordinated Notes due 2025; the 6.375% Senior Subordinated Notes due 2024, and the 5.875 Senior Subordinated Notes due 2024; change the business conducted by it and its subsidiaries; and enter into agreements that restrict dividends from subsidiaries. In addition, the Senior Secured Credit Facility requires the Company and its subsidiaries to maintain, on the last day of each fiscal quarter, a net senior secured leverage ratio, as defined in the Senior Secured Credit Facility, of no more than 3.25 to 1 as long as the commitments under the Revolving Credit Facility remain outstanding. The Senior Secured Credit Facility also contains certain customary affirmative covenants and events of default, including the occurrence of (i) a change in control, as defined in the Senior Secured Credit Facility, (ii) defaults under other indebtedness of the Company, any guarantor or any significant subsidiary having a principal amount of $25.0 million or more, and (iii) one or more uninsured judgments against the Company, any guarantor, or any significant subsidiary for an aggregate amount exceeding $25.0 million with respect to which enforcement proceedings are brought or a stay of enforcement is not in effect for any period of 60 consecutive days. Third Amendment. On May 9, 2017, the Company entered into the Third Amendment to Credit Agreement with Citicorp North America, Inc., as administrative agent and the other lenders party thereto (the Third Amendment”), amending the Credit Agreement dated as of April 30, 2013. The Third Amendment decreased the applicable margin for the term loans outstanding under the Credit Agreement from 1.75% to 1.25% with respect to base rate borrowings and 2.75% to 2.25% with respect to LIBOR borrowings. The Company expensed $1.0 million during the year ended December 31, 2017 for third-party fees related to the Third Amendment to the Company’s Senior Secured Credit Agreement. Fourth Amendment to Credit Agreement. On June 13, 2017, the Company entered into the Fourth Amendment to Credit Agreement with Citicorp North America, Inc., as administrative agent and the other lenders party thereto (the “Fourth Amendment”), amending the Credit Agreement dated as of April 30, 2013. The Fourth Amendment increased the revolving loan commitment under the Credit Agreement from $150.0 million to $225.0 million. Fifth Amendment to Credit Agreement. On August 14, 2018, the Company entered into the Fifth Amendment to Credit Agreement with Citicorp North America, Inc, as administrative agent and the other lenders party thereto (the “Fifth Amendment”), amending the Credit Agreement dated as of April 30, 2013. The Fifth Amendment made certain changes to certain covenants and definitions. These amendments to the Senior Secured Credit Agreement were executed in order to facilitate an internal reorganization due to recent tax changes and to make modifications which clarified certain ambiguities in the Senior Secured Credit Agreement. The cash flows for the term loans due 2022 and 2023 were not changed as a result of the August 14, 2018 modification and the borrowing capacity under the Revolving Credit Agreement was not changed. As a result, the Company has accounted for the Fifth Amendment as a modification. The Company expensed $0.3 million of third-party costs during the year ended December 31, 2018 and capitalized $1.5 million debt issuance costs for amounts paid to lenders. All obligations under the Senior Secured Credit Facility are guaranteed by each of the Company’s wholly-owned domestic subsidiaries. All obligations under the Senior Secured Credit Facility, and the guarantees of those obligations (as well as cash management obligations), are secured by substantially all of the Company’s assets as well as those of each subsidiary guarantor. Senior Secured Notes due 2023 On December 21, 2016, the Company assumed $230.0 million aggregate principal amount of 6.00% Senior Secured Notes due June 15, 2023 (the “Senior Secured Notes due 2023”) in connection with the acquisition of Carmike. Interest is payable on the Senior Secured Notes due 2023 on June 15th and December 15th of each year beginning. The Company recorded the debt at estimated fair value of $242.1 million based on a closing price for the Senior Secured Notes due 2023 of 105.25 on December 21, 2016. Pursuant to a supplemental indenture, dated as of February 17, 2017, among AMC, Carmike, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee to the indenture, dated as of June 17, 2015, providing for the issuance of the Senior Secured Notes due 2023, the Company agreed to provide a guarantee of Carmike’s obligations under the Senior Secured Notes due 2023. The Company provided such guarantee solely for purposes of assuming the reporting obligations of Carmike under the indenture governing the Senior Secured Notes due 2023 and not for the purposes of compliance with any other covenant contained in such indenture. Notes Due 2022 On February 7, 2014, the Company completed an offering of $375.0 million aggregate principal amount of its Senior Subordinated Notes due 2022 (the “Notes due 2022”) in a private offering. The Company capitalized deferred financing costs of approximately $7.7 million, related to the issuance of the Notes due 2022. The Notes due 2022 mature on February 15, 2022. The Company pays interest on the Notes due 2022 at 5.875% per annum, semi-annually in arrears on February 15th and August 15th, commencing on August 15, 2014. The Company may redeem some or all of the Notes due 2022 at any time on or after February 15, 2017 at 104.406% of the principal amount thereof, declining ratably to 100% of the principal amount thereof on or after February 15, 2020, plus accrued and unpaid interest to the redemption date. Prior to February 15, 2017, the Company may redeem the Notes due 2022 at par plus a make-whole premium. The Company used the net proceeds from the Notes due 2022 private offering, together with a portion of the net proceeds from the Holdings’ IPO, to pay the consideration and consent payments for the tender offer for the Notes due 2019, plus any accrued and unpaid interest and related transaction fees and expenses. The Notes due 2022 are general unsecured senior subordinated obligations of the Company and are fully and unconditionally guaranteed on a joint and several unsecured senior subordinated basis by all of its existing and future domestic restricted subsidiaries that guarantee its other indebtedness. The indenture governing the Notes due 2022 contains covenants limiting other indebtedness, dividends, purchases or redemptions of stock, transactions with affiliates and mergers and sales of assets. The Company filed a registration statement on April 1, 2014 pursuant to the Securities Act of 1933, as amended, relating to an offer to exchange the original Notes due 2022 for exchange Notes due 2022. The registration statement was declared effective on April 9, 2014. After the exchange offer expired on May 9, 2014, all of the original Notes due 2022 were exchanged. Sterling Notes Due 2024 On November 8, 2016, the Company issued £250.0 million aggregate principal amount of its 6.375% Senior Subordinated Notes due 2024 (the "Sterling Notes due 2024") in a private offering. The Company recorded deferred financing costs of approximately $14.1 million related to the issuance of the Sterling Notes due 2024. The Sterling Notes due 2024 mature on November 15, 2024. The Company will pay interest on the Sterling Notes due 2024 at 6.375% per annum, semi-annually in arrears on May 15th and November 15th, commencing on May 15, 2017. The Company may redeem some or all of the Sterling Notes due 2024 at any time on or after November 15, 2019 at 104.781% of the principal amount thereof, declining ratably to 100% of the principal amount thereof on or after November 15, 2022, plus accrued and unpaid interest to the redemption date. On or prior to November 15, 2019, the Company may redeem the Sterling Notes due 2024 at par, including accrued and unpaid interest plus a make-whole premium. The Company used the net proceeds from the Sterling Notes due 2024 private offering to pay the consideration for the Odeon acquisition and the related refinancing of Odeon debt assumed in the acquisition. The Sterling Notes due 2024 are general unsecured senior subordinated obligations of the Company and are fully and unconditionally guaranteed on a joint and several senior subordinated unsecured basis by all of its existing and future domestic restricted subsidiaries that guarantee its other indebtedness. Following the closing of the Odeon acquisition on November 30, 2016 and the Carmike acquisition on December 21, 2016, neither Odeon or Carmike or any of its subsidiaries will guarantee the Sterling Notes due 2024. The indenture governing the Sterling Notes due 2024 contains covenants limiting other indebtedness, dividends, purchases or redemptions of stock, transactions with affiliates, and mergers and sales of assets. On November 8, 2016, in connection with the issuance of the Sterling Notes due 2024, the Company entered into a registration rights agreement. Subject to the terms of the registration rights agreement, the Company is required to (1) file a registration statement with the Securities and Exchange Commission (“SEC”) not later than 270 days from the issuance date with respect to the registered offer to exchange the notes for new notes of the Company having terms identical in all material respects to the notes and (2) use its commercially reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act of 1933 within 365 days of the issuance date. On March 17, 2017, the Company issued £250.0 million additional aggregate principal amount of its Sterling Notes due 2024 at 106% plus accrued interest from November 8, 2016 in a private offering. These additional Sterling Notes due 2024 were offered as additional notes under an indenture pursuant to which the Company had previously issued and has outstanding £250.0 million aggregate principal amount of its 6.375% Sterling Notes due 2024. The Company recorded deferred financing costs of approximately $12.7 million related to the issuance of the additional Sterling Notes due 2024. The Sterling Notes due 2024 mature on November 15, 2024. The Company will pay interest on the Sterling Notes due 2024 at 6.375% per annum, semi-annually in arrears on May 15th and November 15th, commencing on May 15, 2017. Interest on the additional Sterling Notes will accrue from November 8, 2016. The Company may redeem some or all of the Sterling Notes due 2024 at any time on or after November 15, 2019, at 104.781% of the principal amount thereof, declining ratably to 100% of the principal amount thereof on or after November 15, 2022, plus accrued and unpaid interest to the redemption date. In addition, the Company may redeem up to 35% of the aggregate principal amount of the Sterling Notes due 2024 using net proceeds from certain equity offerings completed on or prior to November 15, 2019. On or prior to November 15, 2019, the Company may redeem the Sterling Notes due 2024 at par, including accrued and unpaid interest plus a make-whole premium. The Company used the net proceeds from the additional Sterling Notes to pay a portion of the consideration for the acquisition of Nordic plus related refinancing of Nordic debt assumed in the acquisition. On March 17, 2017, in connection with the issuance of the additional Sterling Notes due 2024, the Company entered into a registration rights agreement. Subject to the terms of the registration rights agreement, the Company is required to (1) file one or more registration statements with the SEC not later than 270 days from November 8, 2016 with respect to the registered offer to exchange the notes for new notes of the Company having terms identical in all material respects to the notes and (2) use its commercially reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act within 365 days of November 8, 2016. The Company filed its Form S–4 registration statement related to the registration rights agreement with the Securities and Exchange Commission on April 19, 2017, and it was declared effective June 7, 2017. All of the original notes were exchanged as of July 12, 2017. Notes Due 2025 On June 5, 2015, the Company issued $600.0 million aggregate principal amount of its 5.75% Senior Subordinat |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2018 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 9 – STOCKHOLDERS’ EQUITY Common Stock Rights and Privileges The rights of the holders of Holdings’ Class A common stock and Holdings’ Class B common stock are identical, except with respect to voting and conversion applicable to the Class B common stock. Holders of Holdings’ Class A common stock are entitled to one vote per share and holders of Holdings’ Class B common stock are entitled to three votes per share. Holders of Class A common stock and Class B common stock will share ratably (based on the number of shares of common stock held) in any dividend declared by its board of directors, subject to any preferential rights of any outstanding preferred stock. The Class A common stock is not convertible into any other shares of Holdings’ capital stock. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock shall convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain transfers described in Holdings’ certificate of incorporation. Dividends The following is a summary of dividends and dividend equivalents declared to stockholders during the year ended December 31, 2018: Amount per Total Amount Share of Declared Declaration Date Record Date Date Paid Common Stock (In millions) February 28, 2018 March 12, 2018 March 26, 2018 $ 0.20 $ 26.0 May 3, 2018 June 11, 2018 June 25, 2018 0.20 26.0 July 24, 2018 September 10, 2018 September 24, 2018 0.20 25.8 September 14, 2018 September 25, 2018 September 28, 2018 1.55 162.9 November 1, 2018 December 10, 2018 December 26, 2018 0.20 21.2 During the year ended December 31, 2018, the Company paid dividends and dividend equivalents of $258.1 million and accrued $4.0 million for the remaining unpaid dividends at December 31, 2018. The aggregate dividends paid for Class A common stock, Class B common stock, and dividend equivalents were approximately $122.0 million, $136.1 million, and $0.1 million, respectively. On February 15, 2019, the Company declared a cash dividend in the amount of $0.20 per share of Class A and Class B common stock, payable on March 25, 2019 to stockholders of record on March 11, 2019. The following is a summary of dividends and dividend equivalents declared to stockholders during the year ended December 31, 2017: Amount per Total Amount Share of Declared Declaration Date Record Date Date Paid Common Stock (In millions) February 14, 2017 March 13, 2017 March 27, 2017 0.20 26.2 April 27, 2017 June 5, 2017 June 19, 2017 0.20 26.5 August 3, 2017 September 11, 2017 September 25, 2017 0.20 26.5 October 27, 2017 December 4, 2017 December 18, 2017 0.20 25.9 During the year ended December 31, 2017, the Company paid dividends and dividend equivalents of $104.6 million and accrued $1.1 million for the remaining unpaid dividends at December 31, 2017. The aggregate dividends paid for Class A common stock, Class B common stock, and dividend equivalents were approximately $43.9 million, $60.6 million, and $0.2 million, respectively. During the year ended December 31, 2016, the Company paid dividends and dividend equivalents of $79.6 million and accrued $0.5 million for the remaining unpaid dividends at December 31, 2016. The aggregate dividends paid for Class A common stock, Class B common stock, and dividend equivalents were approximately $18.2 million, $60.6 million, and $0.8 million, respectively. Related Party Transactions As of December 31, 2018, and December 31, 2017, the Company recorded a receivable due from Wanda of $0.9 million and $0.6 million, respectively for reimbursement of general administrative and other expense incurred on behalf of Wanda. Total reimbursements of other expenses from Wanda were $0.0 million, $0.6 million and $0.5 million for the years ended December 31, 2018, December 31, 2017, and December 31, 2016, respectively. The Company’s majority shareholder, 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 8 – 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 December 31, 2018, Wanda owns 50.01% of AMC through its 51,769,784 shares of Class B common stock. With the three-to-one voting ratio between our Class B and Class A common stock, Wanda retains voting control of AMC with 75.01% of the voting power of the Company’s common stock. As discussed in Note 8 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 and ending on January 1, 2019 (or upon the termination of a management stockholders employment by the Company without cause, by the management stockholder for good reason, or due to the management stockholders death or disability) management stockholders will have the right, in limited circumstances, to require Holdings to purchase shares that are not fully and freely tradeable at a price equal to the price per share paid by such management stockholder with appropriate adjustments for any subsequent events such as dividends, splits, or combinations. The shares of Class A common stock subject to the stockholder agreement are classified as temporary equity, apart from permanent equity, as a result of the contingent redemption feature contained in the stockholder agreement. The Company determined the amount reflected in temporary equity for the Class A common stock-based on the price paid per share by the management stockholders and Wanda on August 30, 2012, the date Wanda acquired Holdings. During the year ended December 31, 2018, one former employee and one current employee who held a total of 37,105 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. During the year ended December 31, 2017, a former employee who held 27,197 shares, relinquished his put right, therefore the related amount of $0.3 million was reclassified to additional paid-in capital, a component of stockholders’ equity. During the year ended December 31, 2016, a former employee who held 27,197 shares, relinquished his put right, therefore the related amount of $0.2 million was reclassified to additional paid-in capital, a component of stockholders’ equity. The stockholders agreement for certain members of management ended on January 1, 2019 and the contingent redemption feature will no longer be operative in calendar 2019. Additional Public Offering On February 13, 2017, the Company completed an additional public offering of 20,330,874 shares of Class A common stock at a price of $31.50 per share ($640.4 million), resulting in net proceeds of $616.8 million after underwriters commission and other professional fees. The Company used a portion of the net proceeds to repay the aggregate principal amount of the Interim Bridge Loan of $350.0 million and general corporate purposes. Treasury Stock On August 3, 2017, the Company announced that its Board of Directors had approved a $100.0 million share repurchase program to repurchase its Class A common stock over a two-year period. Repurchases may be made at management's discretion from time to time through open-market transactions including block purchases, through privately negotiated transactions, or otherwise until mid-August 2019 in accordance with all applicable securities laws and regulations. The extent to which AMC repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including liquidity, capital needs of the business, market conditions, regulatory requirements, and other corporate considerations, as determined by AMC’s management team. Repurchases may be made under a Rule 10b5-1 plan, which would permit common stock to be repurchased when the Company’s management might otherwise be precluded from doing so under insider trading laws. The repurchase program does not obligate the Company to repurchase any minimum dollar amount or number of shares and may be suspended for periods or discontinued at any time. During the year ended December 31, 2018, the Company repurchased 500,000 shares of Class A common stock at a cost of $8.2 million. During the year ended December 31, 2017, the Company repurchased 3,195,856 shares of Class A common stock at a cost of $47.5 million. As of December 31, 2018, $44.3 million remained available for repurchase under this plan. A two-year time limit has been set for the completion of this program, expiring August 2, 2019. Stock-Based Compensation Holdings adopted a stock-based compensation plan in December 2013. The Company recorded stock-based compensation expense of $14.9 million, and $5.7 million, and $6.8 million within general and administrative: other during the years ended December 31, 2018, December 31, 2017, and December 31, 2016, respectively. As of December 31, 2018, there was approximately $13.6 million of total unrecognized compensation cost, assuming attainment of the performance targets at 100%, related to stock-based compensation arrangements, of which $9.1 million and $4.5 million is expected to be recognized during the years ended December 31, 2019 and December 31, 2020, respectively. 2018 Stock-Based Compensation Summary (in millions): Amount Recognized Amount Expected to Expected to Year Ended Unrecognized Recognize Recognize Grant December 31, 2018 December 31, 2018 2019 2020 2018 Board of Directors $ 0.5 $ — $ — $ — 2018 RSU awards 3.3 6.7 3.4 3.3 2018 PSU awards 5.8 4.2 3.0 1.2 2017 RSU awards 1.8 1.4 1.4 — 2017 RSU NEO awards 1.3 1.3 1.3 — 2017 PSU awards — — — — 2016 RSU awards 1.1 — — — 2016 RSU NEO awards 1.1 — — — 2016 PSU awards — — — — $ 14.9 $ 13.6 $ 9.1 $ 4.5 2013 Equity Incentive Plan The 2013 Equity Incentive Plan provides for grants of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSU’s”), performance stock units (“PSU’s), stock awards, and cash performance awards. The maximum number of shares of Holdings’ common stock available for delivery pursuant to awards granted under the 2013 Equity Incentive Plan is 9,474,000 shares. At December 31, 2018, the aggregate number of shares of Holdings’ common stock available for grant was 6,132,030 shares. Awards Granted in 2018, 2017, and 2016 AMC’s Board of Directors approved awards of stock, RSU’s, and PSU’s to certain of the Company’s employees and directors under the 2013 Equity Incentive Plan. During years 2018, 2017, and 2016, the grant date fair value of these awards was based on the closing price of AMC’s stock on the date of grant, which ranged from $15.04 to $31.45 per share. The award agreements generally had the following features: · Stock Award Agreement: The Company granted 28,055, 13,684, and 21,342 fully vested shares of Class A common stock to its independent members of AMC’s Board of Directors during the years ended December 31, 2018, December 31, 2017 and December 31, 2016, respectively. In connection with these Class A common stock grants, the Company recognized approximately $0.5, million, $0.4 million, and $0.5 million of expense in general and administrative: other expense during the years ended December 31, 2018, December 31, 2017 and December 31, 2016, respectively. Vested Recognized Class A Upon Stock Award Agreement Common Stock Grant Year Granted Granted (in millions) 2018 28,055 $ 2017 13,684 2016 21,342 · Restricted Stock Unit Award Agreement: The Company granted 656,576, 201,726, and 145,739 RSU awards to certain members of management during the years ended on December 31, 2018, December 31, 2017, and December 31, 2016, respectively. Each RSU represents the right to receive one share of Class A common stock at a future date. The RSUs granted during 2018, 2017, and 2016 vest over three years with 1/3 vesting in each year. These RSUs will be settled within 30 days of vesting. A dividend equivalents equal to the amount paid in respect of one share of Class A common stock underlying the RSUs began to accrue with respect to the RSUs on the date of grant. Such accrued dividend equivalents are paid to the holder upon vesting of the RSUs. The Company recognized approximately $6.2 million, $3.3 million, and $1.2 million of expense in general and administrative: other expense during the years ended December 31, 2018, December 31, 2017 and December 31, 2016, respectively. Recognized Restricted Stock Unit in 2018 Year Granted Units Granted (in millions) 2018 656,576 $ 2017 201,726 2016 145,739 $ · Restricted Stock Unit Named Executive Officer Award Agreement: During the year ended December 31, 2017, RSU awards of 129,214 units were granted to certain executive officers covered by Section 162(m) of the Internal Revenue Code. The RSUs will be forfeited if AMC does not achieve a specified cash flow from operating activities target for each of the years ended on December 31, 2017, 2018 and 2019. The RSUs vest over three years with 1/3 vesting in each of 2017, 2018 and 2019 if the cash flow from operating activities target is met. The vested RSUs will be settled within 30 days of vesting. A dividend equivalent equal to the amount paid in respect of one share of Class A common stock underlying the RSUs began to accrue with respect to the RSUs on the date of grant. Such accrued dividend equivalents are paid to the holder upon vesting of the RSUs. The grant date fair value was $4.1 million based on the probable outcome of the performance targets and a stock price of $31.45 on March 31, 2017. The Company recognized expense for these awards of $1.3 million and $1.4 million in general and administrative: other expense, during the each of the years ended December 31, 2018 and December 31, 2017, respectively, based on achievement of the performance condition for 2018 and 2017. During the year ended December 31, 2016, RSU awards of 135,981 units were granted to certain executive officers covered by Section 162(m) of the Internal Revenue Code. The RSUs will be forfeited if AMC does not achieve a specified cash flow from operating activities target for each of the years ending December 31, 2016, 2017 and 2018. The RSUs vest over three years with 1/3 vesting in each of 2016, 2018 and 2019 if the cash flow from operating activities target is met. The vested RSUs will be settled within 30 days of vesting. A dividend equivalent equal to the amount paid in respect of one share of Class A common stock underlying the RSUs began to accrue with respect to the RSUs on the date of grant. Such accrued dividend equivalents are paid to the holder upon vesting of the RSUs. The grant date fair value was $3.4 million based on the probable outcome of the performance targets and a stock price of $24.88 on March 1, 2016. The Company recognized expense for these awards of $1.1 million in general and administrative: other expense, during each the of years ended December 31, 2018, December 31, 2017, and December 31, 2016, respectively, based on achievement of the performance conditions for 2018, 2017, and 2016. · Performance Stock Unit Award Agreement: During the year ended December 31, 2018, PSU awards of 653,669 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, 2018 and ending on December 31, 2020. 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 during the year ended December 31, 2018 will vest at 653,669 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, 2020. If service terminates prior to January 2, 2019, all unvested PSU’s shall be forfeited, if service terminates prior to January 2, 2020, 2/3 of unvested PSU’s shall be forfeited and if service terminates prior to January 4, 2021, 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 Company recognized expense for these awards of $5.8 million in general and administrative: other expense, during the year ended December 31, 2018. During the year ended December 31, 2017, PSU awards were granted to certain members of management and executive officers with three-year cumulative net profit, Adjusted EBITDA, and diluted earnings per share performance target conditions and service conditions, covering a performance period beginning January 1, 2017 and ending on December 31, 2019. 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 $1.8 million of stock-based compensation expense and ceased accruing any additional expense on these units. If the Company later determines that the performance thresholds of the 2017 Performance Stock Units is probable, then historical expense would be reinstated and accruals would resume. The Company did not recognize any further expense in 2018. During the year ended December 31, 2016, PSU awards were granted to certain members of management and executive officers, with both a three-year cumulative adjusted free cash flow and net earnings performance target condition and a service condition, covering a performance period beginning January 1, 2016 and ended on December 31, 2018. During the year ended December 31, 2017, the Company determined that achieving the three-year performance thresholds of the 2016 Performance Stock Units was improbable and reversed $2.0 million of stock-based compensation expense and ceased accruing any additional expense on these units. If the Company later determines that the performance thresholds of the 2016 Performance Stock Units becomes probable, then historical expense would be reinstated and accruals would resume. The Company did not recognize any further expense in 2018. · Performance Stock Unit Transition Award: In recognition of the shift in 2016 from one-year to three-year performance periods for annual equity awards, on March 31, 2017, PSU transition awards were granted to certain members of management and executive officers, with net profit, Adjusted EBITDA, and diluted earnings per share performance target conditions and a service condition, covering a performance period beginning January 1, 2017 and ended on December 31, 2017. No PSU Transition Awards vested in 2017 as the Company did not meet the fiscal year 2017 net profit threshold, and as a result, all of the PSUTs were forfeited and the units were returned to the 2013 Employee Incentive Plan pool. In recognition of the shift from one year to three year performance periods for annual equity awards, during the year ended December 31, 2016, PSU transition awards were granted to certain members of management and executive officers, with both a 2016 adjusted free cash flow and net earnings performance target condition and a service condition, covering a performance period beginning January 1, 2016 and ended on December 31, 2016. No PSU Transition Awards vested in 2016 as the Company did not achieve the adjusted free cash flow or net earnings minimum performance target. The following table represents the nonvested RSU and PSU activity for the years ended December 31, 2018, December 31, 2017 and December 31, 2016: Weighted Average Shares of RSU Grant Date and PSU Fair Value Beginning balance at January 1, 2016 19,226 29.59 Granted 618,092 24.88 Vested (19,226) 29.59 Forfeited (7,767) 24.88 Cancelled (1) (53,815) 24.88 Beginning balance at January 1, 2017 556,510 $ 24.88 Granted 701,788 31.23 Vested (92,722) 24.88 Forfeited (44,309) 28.68 Cancelled (1) (37,426) 31.45 Beginning balance at January 1, 2018 1,083,841 $ 28.61 Granted 1,313,152 15.65 Vested (408,848) 21.68 Forfeited (53,698) 20.69 Nonvested at December 31, 2018 1,934,447 $ 21.50 (1) No PSU Transition Awards vested as the Company did not achieve the adjusted free cash flow or net earnings minimum performance target. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
INCOME TAXES | |
INCOME TAXES | NOTE 10 – INCOME TAXES Current income tax expense represents the amounts expected to be reported on the Company’s income tax returns, and deferred tax expense or benefit represents the change in net deferred tax assets and liabilities. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. Valuation allowances are recorded as appropriate to reduce deferred tax assets to the amount considered likely to be realized. Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2018. Such objective evidence limits the ability to consider other subjective evidence, such as the Company’s projections for future taxable income. For the year ended December 31, 2018, the Company remained in a cumulative loss over the past three-year period. On the basis of this evaluation, for the year ended December 31, 2017, a valuation allowance of $221.6 million was established domestically on the Company’s net deferred tax assets and considering indefinite-lived intangibles. The amount of deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income is reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as the Company’s projections for future taxable income. For the year ended December 31, 2018, the Company maintained its valuation allowance. On December 22, 2017, the President of the United States signed into law H.R. 1 (the “Tax Reform Act”). The legislation significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, limiting the amount of deductible interest expense, limiting executive compensations, implementing a territorial tax system, and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. As a result of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax assets and related valuation allowance at December 31, 2017. As a result, the Company recognized a tax benefit of $121.8 million in the consolidated statement of operations for the year ended December 31, 2017. This tax benefit is comprised of $88.6 million of deferred tax expense associated with the revaluation of the Company’s net deferred tax assets, as reflected in the rate reconciliation, and $210.4 million of deferred tax benefit associated with the partial release of the Company’s valuation allowance as a result of the Tax Reform Act. The Company has assessed the deemed mandatory repatriation provisions of the Tax Reform Act, and is projecting no impact to current year domestic taxable income as it relates to undistributed earnings of its foreign subsidiaries. The Company does not intend to distribute earnings in a taxable manner, and therefore intends to limit distributions to earnings previously taxed in the U.S., or earnings that would qualify for the 100 percent dividends received deduction provided for in the Tax Reform Act, and earnings that would not result in any significant foreign taxes. As a result, the Company has not recognized a deferred tax liability on its investment in foreign subsidiaries. While the Tax Reform Act provides for a territorial tax system, beginning in 2018, it includes two new U.S. tax base erosion provisions, the global intangible low-taxed income (“GILTI”) provisions and the base-erosion and anti-abuse tax (“BEAT”) 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. The Company does not expect it will be subject to this tax in the current year and therefore has not included any tax impacts of GILTI in its consolidated financial statements for the year ended December 31, 2018. The BEAT provisions in the Tax Reform Act eliminates the deduction of certain base-erosion payments made to related foreign corporations, and impose a minimum tax if greater than regular tax. The Company does not expect it will be subject to this tax in the current year and therefore has not included any tax impacts of BEAT in its consolidated financial statements for the year ended December 31, 2018. The Income tax provision reflected in the consolidated statements of operations consists of the following components: Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Current: Federal $ (0.5) $ (13.4) $ 0.4 Foreign 5.0 5.3 1.5 State 15.5 4.4 2.0 Total current 20.0 (3.7) 3.9 Deferred: Federal 0.8 116.4 37.8 Foreign (7.5) (5.5) (4.1) State 0.3 46.9 0.4 Total deferred (6.4) 157.8 34.1 Total provision $ 13.6 $ 154.1 $ 38.0 The Company generated alternative minimum taxes for the year ended December 31, 2017, which fully offset the taxes due to the utilization of tax credits. Under the Tax Reform Act, alternative minimum tax credit will be refundable in the future. The Company has reclassed the alternative minimum tax credits from deferred tax assets to a long-term tax receivable. Pre-tax income (losses) consisted of the following: Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Domestic $ 154.4 $ (362.3) $ 135.4 Foreign (30.7) 29.2 14.3 Total $ 123.7 $ (333.1) $ 149.7 The difference between the effective tax rate on earnings from continuing operations before income taxes and the U.S. federal income tax statutory rate is as follows: Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Income tax expense at the federal statutory rate $ 26.0 $ (116.6) $ 52.4 Effect of: State income taxes 8.9 (17.6) 6.5 Increase (decrease) in reserve for uncertain tax positions 5.2 2.1 (19.2) Federal and state credits (5.9) (5.2) (2.7) Permanent items - transaction costs — 2.0 5.7 Permanent items - other 5.7 (9.4) 4.4 Foreign rate differential (5.9) (15.3) (2.2) Change in legislation — 88.6 (9.9) Other 9.7 4.9 0.2 Valuation allowance (30.1) 220.6 2.8 Income tax expense (benefit) $ 13.6 $ 154.1 $ 38.0 Effective income tax rate 11.0 % (46.3) % 25.4 % The valuation allowance expense reflected in the 2017 tax rate reconciliation of $220.6 million consists of the initial domestic recognition of $432.0 million, net of domestic reductions due to the tax reform act of $(210.4) million and changes due to international operations of $(1.0) million. The significant components of deferred income tax assets and liabilities as of December 31, 2018 and December 31, 2017 are as follows: December 31, 2018 December 31, 2017 Deferred Income Tax Deferred Income Tax (In millions) Assets Liabilities Assets Liabilities Tangible assets $ — $ (210.6) $ — $ (209.7) Accrued liabilities 13.6 — 17.0 — Intangible assets — (128.7) — (126.4) Receivables — (3.7) — (9.1) Investments 12.0 — — (64.0) Capital loss carryforwards 1.0 — — — Pension, postretirement and deferred compensation 21.9 — 22.0 — Corporate borrowings — (111.6) — (90.8) Deferred revenue 201.7 — 187.0 — Lease liabilities 165.6 — 165.7 — Capital and financing lease obligations 118.5 — 144.7 — Other credit carryovers 17.7 — 16.6 — Other comprehensive income — (1.0) — (0.4) Net operating loss carryforwards 214.2 — 265.1 — Total $ 766.2 $ (455.6) $ 818.1 $ (500.4) Less: Valuation allowance (323.6) — (338.4) — Net deferred income taxes $ 442.6 $ (455.6) $ 479.7 $ (500.4) A rollforward of the Company’s valuation allowance for deferred tax assets is as follows: Additions Charged Balance at Charged Charged (Credited) to Beginning of (Credited) to (Credited) to Other Balance at (In millions) Period Expenses Goodwill Accounts(1) End of Period Calendar Year 2018 Valuation allowance-deferred income tax assets $ 338.4 (30.1) — 15.3 $ 323.6 Calendar Year 2017 Valuation allowance-deferred income tax assets $ 112.2 220.6 (9.1) 14.7 $ 338.4 Calendar Year 2016 Valuation allowance-deferred income tax assets $ 0.5 2.8 108.9 — $ 112.2 (1) Primarily relates to amounts resulting from the Company’s changes in deferred tax assets and associated valuation allowance that are not related to income statement activity as well as amounts charged to other comprehensive income. The Company’s federal income tax loss carryforward of $212.8 million will begin to expire in 2019 and will completely expire in 2036 and will be limited annually due to certain change in ownership provisions of the Internal Revenue Code. The Company’s foreign net operating losses of $652.6 million can be used indefinitely except for approximately $6.8 million, which will expire in various periods ranging from 1 to 20 years. The Company also has state income tax loss carryforwards of $243.5 million, which may be used over various periods ranging from 1 to 20 years. A reconciliation of the change in the amount of unrecognized tax benefits was as follows: Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Balance at beginning of period $ 15.3 $ 12.7 $ 30.1 Gross increases—current period tax positions 7.3 3.2 1.7 Gross decreases—prior period tax positions (0.6) 0.3 0.1 Favorable resolutions with authorities — — (19.2) Impact of legislation change — (0.9) — Balance at end of period $ 22.0 $ 15.3 $ 12.7 The Company recognizes income tax-related interest expense and penalties as income tax expense and general and administrative expense, respectively. No interest expense related to federal uncertain tax positions have been recognized for the year ended December 31, 2018 and December 31, 2017, respectively. The Company analyzed and reviewed the remaining state uncertain tax positions to determine the necessity of accruing interest and penalties. For the year ended December 31, 2018, the Company determined it is not necessary to accrue interest and penalties. The total amount of accrued interest and penalties for state uncertain tax positions at December 31, 2018 and December 31, 2017 was $0.1 million and $0.1 million, respectively. The total amount of net unrecognized tax benefits at December 31, 2018 and December 31, 2017 that would impact the effective tax rate, if recognized, would be $15.2 million and $12.6 million, respectively. There are currently, unrecognized tax benefits which the Company anticipates will be resolved in the next 12 months; however, the Company is unable at this time to estimate what the impact on its unrecognized tax benefits will be. The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. An IRS examination of the tax year March 29, 2012 is currently ongoing. Generally, tax years beginning after March 28, 2002 are still open to examination by various taxing authorities. Additionally, as discussed above, the Company has net operating loss (“NOL”) carryforwards for tax years ended December 31, 2000, through December 31, 2017, in the U.S. and various state jurisdictions which have carryforwards of varying lengths of time. These NOLs are subject to adjustment based on the statute of limitations applicable to the return in which they are utilized, not the year in which they are generated. Various state, local and foreign income tax returns are also under examination by taxing authorities. The Company does not believe that the outcome of any examination will have a material impact on its consolidated financial statements. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2018 | |
LEASES | |
LEASES | NOTE 11 – LEASES The following table sets forth the future minimum rental payments, by calendar year, required under existing operating leases and digital projector equipment leases payable to DCIP that have initial or remaining non-cancelable terms in excess of one year as of December 31, 2018: Minimum operating (In millions) lease payments 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 As of December 31, 2018, the Company has lease agreements for 19 theatres with 155 screens which are under construction or development and are expected to open from 2019 to 2020. Rent expense is summarized as follows: Year Ended Year Ended Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Minimum rentals $ 678.1 $ 682.7 $ 440.5 Common area expenses 104.3 97.4 51.0 Percentage rentals based on revenues 15.4 14.3 14.0 Rent 797.8 794.4 505.5 General and administrative and other 29.7 26.3 7.6 Total $ 827.5 $ 820.7 $ 513.1 |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2018 | |
EMPLOYEE BENEFIT PLANS | |
EMPLOYEE BENEFIT PLANS | NOTE 12 – EMPLOYEE BENEFIT PLANS The Company sponsors frozen non-contributory qualified and non-qualified defined benefit pension plans generally covering all employees in the U.S. who, prior to the freeze, were age 21 or older and had completed at least 1,000 hours of service in their first year of employment, or in a calendar year ending thereafter, and who were not covered by a collective bargaining agreement. The Company sponsors frozen defined benefit pension plans in the U.K. that were acquired from Odeon on November 30, 2016. The Company sponsors a frozen defined benefit pension plan in Sweden that was acquired from Nordic on March 28, 2017. The Company also offered eligible retirees the opportunity to participate in a health plan. Certain employees were eligible for subsidized postretirement medical benefits. The eligibility for these benefits was based upon a participant’s age and service as of January 1, 2009. The Company also sponsors a postretirement deferred compensation plan. The measurement dates used to determine pension and other postretirement benefits were December 31, 2018, December 31, 2017, and December 31, 2016. Net periodic benefit cost for the plans consists of the following: U.S. Pension Benefits Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Components of net periodic benefit cost: Interest cost $ 4.0 $ 4.2 $ 4.3 Expected return on plan assets (3.2) (3.2) (3.5) Settlement loss 0.4 — — Net periodic benefit cost $ 1.2 $ 1.0 $ 0.8 International Pension Benefits Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Components of net periodic benefit cost: Service cost $ 0.5 $ 0.4 $ — Interest cost 2.6 3.0 0.2 Expected return on plan assets (3.2) (3.5) (0.3) Amortization of net loss 0.1 0.1 — Settlement (gain) loss (0.1) (0.4) — Net periodic benefit credit $ (0.1) $ (0.4) $ (0.1) The following table summarizes the changes in other comprehensive income (loss): U.S. Pension Benefits Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Net (gain) loss $ (6.3) $ 5.4 $ 0.6 Amortization of net gain (0.1) — — Total recognized in other comprehensive (income) loss $ (6.4) $ 5.4 $ 0.6 Net periodic benefit cost 1.2 1.0 0.8 Total recognized in net periodic benefit cost (credit) and other comprehensive (income) loss $ (5.2) $ 6.4 $ 1.4 International Pension Benefits Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Net (gain) loss $ 1.6 $ (2.8) $ (0.1) Prior service credit 0.8 — — Settlement 0.1 — — Allocated tax expense (benefit) (0.4) 0.4 — Total recognized in other comprehensive (income) loss $ 2.1 $ (2.4) $ (0.1) Net periodic benefit cost (credit) (0.1) (0.4) (0.1) Total recognized in net periodic benefit cost (credit) and other comprehensive (income) loss $ 2.0 $ (2.8) $ (0.2) The following tables set forth the plan’s change in benefit obligations and plan assets and the accrued liability for benefit costs included in the Consolidated Balance Sheets: U.S. Pension Benefits Year Ended (In millions) December 31, 2018 December 31, 2017 Change in benefit obligation: Benefit obligation at beginning of period $ 117.4 $ 109.0 Interest cost 4.0 4.2 Actuarial (gain) loss (12.3) 12.0 Benefits paid (3.9) (7.8) Settlement paid (4.5) — Settlement loss 0.4 — Benefit obligation at end of period $ 101.1 $ 117.4 International Pension Benefits Year Ended (In millions) December 31, 2018 December 31, 2017(1) Change in benefit obligation: Benefit obligation at beginning of period $ 110.1 $ 93.3 Acquisition — 11.7 Service cost 0.5 0.4 Interest cost 2.6 3.0 Plan participants’ contributions — — Actuarial (gain) loss (4.1) 1.1 Plan amendment 0.8 — Benefits paid (2.8) (3.2) Administrative expenses — — Settlement paid (1.4) (6.0) Currency translation adjustment (7.1) 9.8 Benefit obligation at end of period $ 98.6 $ 110.1 (1) Activity for calendar 2017 reflects activity for the International Pension Benefits assumed from Odeon in November 2016 and Nordic assumed in March 2017. U.S. Pension Benefits Year Ended (In millions) December 31, 2018 December 31, 2017 Change in plan assets: Fair value of plan assets at beginning of period $ 70.2 $ 65.3 Actual return on plan assets gain (2.6) 9.9 Employer contribution 4.0 2.7 Benefits paid (2.3) (6.1) Administrative expense (1.6) (1.6) Settlement paid (4.5) — Fair value of plan assets at end of period $ 63.2 $ 70.2 Net liability for benefit cost: Funded status $ (37.9) $ (47.2) International Pension Benefits Year Ended (In millions) December 31, 2018 December 31, 2017 Change in plan assets: Fair value of plan assets at beginning of period $ 121.1 $ 111.1 Acquisition — — Actual return on plan assets gain (2.5) 7.6 Employer contribution — 1.1 Benefits paid (2.7) (3.2) Settlement paid (1.4) (6.0) Currency translation adjustment (7.3) 10.5 Fair value of plan assets at end of period $ 107.2 $ 121.1 Net asset for benefit cost: Funded status $ 8.6 $ 11.1 U.S. Pension Benefits International Pension Benefits (In millions) December 31, 2018 December 31, 2017 December 31, 2018 December 31, 2017 Amounts recognized in the Balance Sheet: Other long-term assets $ — $ — $ 25.7 $ 26.9 Accrued expenses and other liabilities (0.3) (0.3) — — Other long-term liabilities (37.5) (46.9) (17.1) (15.8) Net asset (liability) recognized $ (37.8) $ (47.2) $ 8.6 $ 11.1 The following table summarizes pension plans with accumulated benefit obligations and projected benefit obligations in excess of plan assets: U.S. Pension Benefits International Pension Benefits (In millions) December 31, 2018 December 31, 2017 December 31, 2018 December 31, 2017 Aggregated accumulated benefit obligation $ (101.1) $ (117.4) $ (95.8) $ (107.4) Aggregated projected benefit obligation (101.1) (117.4) (98.6) (110.1) Aggregated fair value of plan assets 63.2 70.2 107.2 121.1 Amounts recognized in accumulated other comprehensive income consist of the following: U.S. Pension Benefits International Pension Benefits (In millions) December 31, 2018 December 31, 2017 December 31, 2018 December 31, 2017 Net actuarial (gain) loss $ 5.0 $ 11.4 $ 1.6 $ (2.8) Prior service credit — — 0.8 — Amounts in accumulated other comprehensive income expected to be recognized in components of net periodic pension cost during the calendar year 2019 are as follows: U.S. Pension (In millions) Benefits Net actuarial loss $ 1.6 International Pension (In millions) Benefits Net actuarial loss $ 0.2 Actuarial Assumptions The weighted-average assumptions used to determine benefit obligations are as follows: U.S. Pension Benefits International Pension Benefits December 31, 2018 December 31, 2017 December 31, 2018 December 31, 2017 Discount rate Rate of compensation increase N/A N/A The weighted-average assumptions used to determine net periodic benefit cost are as follows: U.S. Pension Benefits International Pension Benefits Year Ended Year Ended December 31, 2018 December 31, 2017 December 31, 2016 December 31, 2018 December 31, 2017 December 31, 2016 Discount rate Weighted average expected long-term return on plan assets Rate of compensation increase N/A N/A N/A In developing the expected long-term rate of return on plan assets at each measurement date, the Company considers the plan assets’ historical returns, asset allocations, and the anticipated future economic environment and long-term performance of the asset classes. While appropriate consideration is given to recent and historical investment performance, the assumption represents management’s best estimate of the long-term prospective return. Cash Flows The Company expects to contribute $4.1 million and $0.0 million to the U.S. and International pension plans, respectively during the calendar year 2019. The following table provides the benefits expected to be paid (inclusive of benefits attributable to estimated future employee service) in each of the next five years, and in the aggregate for the five years thereafter: (In millions) U.S. Pension Benefits International Pension Benefits 2019 $ 4.0 $ 2.7 2020 3.8 2.7 2021 4.3 2.8 2022 5.2 2.8 2023 4.7 2.9 Years 2024 - 2028 28.3 15.6 Pension Plan Assets The Company’s investment objectives for its U.S. defined benefit pension plan investments are: (1) to preserve the value of its principal; (2) to maximize a real long-term return with respect to the plan assets consistent with minimizing risk; (3) to achieve and maintain adequate asset coverage for accrued benefits under the plan; and (4) to maintain sufficient liquidity for payment of the plan obligations and expenses. The Company uses a diversified allocation of equity, debt, commodity and real estate exposures that are customized to the plan’s cash flow benefit needs. The target allocations for U.S. plan assets are as follows: U.S. Target Asset Category Allocation Fixed(1) Equity Securities—U.S. Equity Securities—International Collective trust fund Private Real Estate (1) Includes U.S. Treasury Securities and Bond market fund. The international pension benefit plans do not have an established asset target allocation for 2017. Valuation Techniques. The fair values classified within Level 1 of the valuation hierarchy were determined using quoted market prices from actively traded markets. The fair values classified within Level 2 of the valuation hierarchy included pooled separate accounts and collective trust funds, which valuations were based on market prices for the underlying instruments that were observable in the market or could be derived by observable market data from independent external valuation information. The fair value of the U.S. pension plan assets at December 31, 2018, by asset class is as follows: Fair Value Measurements at December 31, 2018 Using Total Carrying Quoted prices in Significant other Significant Value at active market observable inputs unobservable inputs (In millions) December 31, 2018 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ 0.4 $ 0.4 $ — $ — Equity securities: U.S. companies 1.3 1.3 — — International companies 1.0 1.0 — — Bond market fund 1.4 1.4 — — Private real estate 9.0 — 9.0 — Investments at net asset value(1) 50.1 — — — Total assets at fair value $ 63.2 $ 4.1 $ 9.0 $ — (1) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value of the International Pension Benefits assets at December 31, 2018, by asset class is as follows: Fair Value Measurements at December 31, 2018 Using Total Carrying Quoted prices in Significant other Significant Value at active market observable inputs unobservable inputs (In millions) December 31, 2018 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ 0.9 $ 0.9 $ — $ — Bond market fund 80.0 — 80.0 — Private real estate 0.1 — 0.1 — Investments at net asset value(1) 26.2 — — — Total assets at fair value $ 107.2 $ 0.9 $ 80.1 $ — (1) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value of the U.S. pension plan assets at December 31, 2017, by asset class is as follows: Fair Value Measurements at December 31, 2017 Using Total Carrying Quoted prices in Significant other Significant Value at active market observable inputs unobservable inputs (In millions) December 31, 2017 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ 0.1 $ 0.1 $ — $ — Equity securities: U.S. companies 1.8 1.8 — — International companies 1.3 1.3 — — Bond market fund 1.4 1.4 — — Private real estate 9.7 — 9.7 — Investments at net asset value(1) 55.9 — — — Total assets at fair value $ 70.2 $ 4.6 $ 9.7 $ — (1) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value of the International Pension Benefits assets at December 31, 2017, by asset class is as follows: Fair Value Measurements at December 31, 2017 Using Total Carrying Quoted prices in Significant other Significant Value at active market observable inputs unobservable inputs (In millions) December 31, 2017 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ 0.5 $ 0.5 $ — $ — Bond market fund 83.4 — 83.4 — Private real estate 6.4 — 6.4 — Investments at net asset value(1) 30.8 — — — Total assets at fair value $ 121.1 $ 0.5 $ 89.8 $ — (1) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. Defined Contribution Plan The Company sponsors a voluntary 401(k) savings plan covering certain U.S. employees age 21 or older and who are not covered by a collective bargaining agreement. Under the Company’s 401(k) Savings Plan, the Company matches 100% of each eligible employee’s elective contributions up to 3% and 50% of contributions up to 5% of the employee’s eligible compensation. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 – COMMITMENTS AND CONTINGENCIES The Company, in the normal course of business, is a party to various ordinary course claims from vendors (including food and beverage suppliers and film distributors), landlords, competitors, and other legal proceedings. If management believes that a loss arising from these actions is probable and can reasonably be estimated, the Company records the amount of the loss, or the minimum estimated liability when the loss is estimated using a range and no point is more probable than another. As additional information becomes available, any potential liability related to these actions is assessed and the estimates are revised, if necessary. Management believes that the ultimate outcome of such matters, individually and in the aggregate, will not have a material adverse effect on the Company’s 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 Iron workers 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 Iron Workers Pension Trust Fund (“Plaintiffs”) filed an Amended Class Action Complaint. On November 21, 2018, Plaintiffs filed a 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. 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. |
THEATRE AND OTHER CLOSURE AND D
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS | 12 Months Ended |
Dec. 31, 2018 | |
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS | |
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS | NOTE 14 – THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS The Company has provided reserves for estimated losses from theatres and screens which have been permanently closed and vacant space with no right to future use. As of December 31, 2018, the Company reserved $18.1 million for lease terminations which have either not been consummated or paid, related primarily to nine theatres and certain vacant restaurant space. The Company is obligated under long-term lease commitments with remaining terms of up to 10 years for theatres which have been closed. As of December 31, 2018, base rents aggregated approximately $5.9 million annually and $18.8 million over the remaining terms of the leases. A rollforward of reserves for theatre and other closure is as follows: Year Ended Year Ended Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Beginning balance, December 31, 2018, December 31, 2017 and December 31, 2016, respectively $ 27.5 $ 34.6 $ 43.0 Theatre and other closure expense 2.7 3.0 5.2 Transfer of assets and liabilities 1.0 1.2 — Foreign currency translation adjustment (0.5) 1.0 (1.4) Cash payments (12.6) (12.3) (12.2) Ending balance $ 18.1 $ 27.5 $ 34.6 The Company recognized theatre and other closure expense of $2.7 million, $3.0 million, and $5.2 million, during the years ended December 31, 2018, December 31, 2017, and December 31, 2016, respectively. Theatre and other closure expense included the accretion on previously closed properties with remaining lease obligations. In the accompanying Consolidated Balance Sheets, the current portion of the theatre and other closure ending balance of $5.6 million was included with accrued expenses and other liabilities and the long-term portion of the theatre and other closure ending balance of $12.5 million was included with other long-term liabilities. See Note 7 – Supplemental Balance Sheet Information for further information. Theatre and other closure reserves for leases that have not been terminated were recorded at the present value of the future contractual commitments for the base rents, taxes and maintenance. As of December 31, 2018, the future lease obligations are discounted at annual rates ranging from 6.0% to 9.0%. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2018 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 15 – 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 inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. Recurring Fair Value Measurements. The following table summarizes the fair value hierarchy of the Company’s financial assets carried at fair value on a recurring basis: Fair Value Measurements at December 31, 2018 Using Significant Total Carrying Quoted prices in Significant other unobservable Value at active market observable inputs inputs (In millions) December 31, 2018 (Level 1) (Level 2) (Level 3) Other long-term assets: Money market mutual funds $ 0.5 $ 0.5 $ — $ — Equity securities, available-for-sale: Derivative asset 55.7 — — 55.7 Investments measured at net asset value (1) 9.6 — — — Total assets at fair value $ 65.8 $ 0.5 $ — $ 55.7 Other long-term liabilities: Derivative liability $ 24.0 $ — $ — $ 24.0 Total liabilities at fair value $ 24.0 $ — $ — $ 24.0 Fair Value Measurements at December 31, 2017 Using Significant Total Carrying Quoted prices in Significant other unobservable Value at active market observable inputs inputs (In millions) December 31, 2017 (1) (Level 1) (Level 2) (Level 3) Other long-term assets: Money market mutual funds $ 0.6 $ 0.6 $ — $ — Equity securities, available-for-sale: Investments measured at net asset value(1) 9.8 — — — Total assets at fair value $ 10.4 $ 0.6 $ — $ — (1) The investments relate to a non-qualified deferred compensation arrangement on behalf of certain management. The Company has an equivalent liability for this related-party transaction recorded in other long-term liabilities for the deferred compensation obligation. These investments are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. Valuation Techniques. The Company’s money market mutual funds are invested in funds that seek to preserve principal, are highly liquid, and therefore are recorded on the balance sheet at the principal amounts deposited, which equals fair value. The equity securities, available-for-sale, primarily consist of common stock and mutual funds invested in equity, fixed income, and international funds and are measured at fair value using quoted market prices. See Note 17 – Accumulated Other Comprehensive Income for the unrealized gain on 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 8 – 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. The following table summarizes the fair value hierarchy of the Company’s assets that were measured at fair value on a nonrecurring basis: Fair Value Measurements at December 31, 2018 Using Significant other Significant Total Carrying Quoted prices in observable unobservable Value at active market inputs inputs Total (In millions) December 31, 2018 (Level 1) (Level 2) (Level 3) Losses Property, net: Property owned, net $ 17.3 $ — $ — $ 17.3 $ 13.8 Fair Value Measurements at December 31, 2017 Using Significant other Significant Total Carrying Quoted prices in observable unobservable Value at active market inputs inputs Total (In millions) December 31, 2017 (Level 1) (Level 2) (Level 3) Losses Property, net: Property owned, net $ 7.7 $ — $ — $ 7.7 $ 43.6 Long-lived assets held and used and a favorable lease were considered impaired and were written down to their fair value at December 31, 2018 and December 31, 2017 of $17.3 million and $7.7 million, respectively. Other Fair Value Measurement Disclosures. The following table summarizes 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 December 31, 2018 Using Significant other Significant Total Carrying Quoted prices in observable unobservable Value at active market inputs inputs (In millions) December 31, 2018 (Level 1) (Level 2) (Level 3) Current maturities of corporate borrowings $ 15.2 $ — $ 13.4 $ 1.4 Corporate borrowings 4,707.8 — 3,909.2 475.2 Fair Value Measurements at December 31, 2017 Using Significant other Significant Total Carrying Quoted prices in observable unobservable Value at active market inputs inputs (In millions) December 31, 2017 (Level 1) (Level 2) (Level 3) Current maturities of corporate borrowings $ 15.2 $ — $ 14.0 $ 1.4 Corporate borrowings 4,220.1 — 4,304.9 1.4 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 8 – 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. |
OPERATING SEGMENTS
OPERATING SEGMENTS | 12 Months Ended |
Dec. 31, 2018 | |
OPERATING SEGMENTS | |
OPERATING SEGMENTS | NOTE 16 – OPERATING SEGMENTS The Company reports information about operating segments in accordance with ASC 280-10, Segment Reporting , which requires financial information to be reported based on the way management organizes segments within a company for making operating decisions and evaluating performance. Beginning with the Company’s acquisition of Odeon in 2016, the Company has identified two reportable segments for its theatrical exhibition operations, U.S. markets and International markets. The International markets reportable segments consist of two operating segments (Odeon Theatres and Nordic Theatres) with operations in or partial interest in theatres in the United Kingdom, Germany, Spain, Italy, Ireland, Austria, Portugal, Sweden, Finland, Estonia, Latvia, Lithuania, Norway, and Denmark. Each segment’s revenue is derived from admissions, food and beverage sales and other ancillary revenues, primarily screen advertising, AMC Stubs ® membership fees, ticket sales, gift card income and exchange ticket income. The two international operating segments, Odeon Theatres and Nordic Theatres, are combined into one reportable segment (International markets) because they have similar economic characteristics and meet the aggregation criteria described in the accounting guidance for segment reporting. The measure of segment profit and loss the Company uses to evaluate performance and allocate its resources is Adjusted EBITDA, as defined in the reconciliation table below. The Company does not report asset information by segment because that information is not used to evaluate the performance of or allocate resources between segments. Below is a breakdown of select financial information by reportable operating segment: Year Ended Revenues (In millions) December 31, 2018 December 31, 2017 December 31, 2016 U.S. markets $ 4,013.2 $ 3,723.5 $ 3,117.0 International markets 1,447.6 1,355.7 118.9 Total revenues $ 5,460.8 $ 5,079.2 $ 3,235.9 Year Ended Adjusted EBITDA (1) (In millions) December 31, 2018 December 31, 2017 December 31, 2016 U.S. markets (2) $ 700.5 $ 610.0 $ 573.6 International markets 228.7 212.5 28.4 Total Adjusted EBITDA $ 929.2 $ 822.5 $ 602.0 Year Ended Capital Expenditures (In millions) December 31, 2018 December 31, 2017 December 31, 2016 U.S. markets $ 395.6 $ 543.7 $ 412.7 International markets 180.7 83.1 9.0 Total capital expenditures $ 576.3 $ 626.8 $ 421.7 (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, (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 the Company’s 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 the Company’s debt indentures. (2) Distributions from NCM are reported entirely within the U.S. markets segment. Financial Information About Geographic Area: Year Ended Revenues (In millions) December 31, 2018 December 31, 2017 December 31, 2016 United States $ 4,013.2 $ 3,723.5 $ 3,117.0 United Kingdom 513.5 509.8 56.9 Spain 193.9 187.1 20.0 Sweden 192.1 154.2 — Italy 178.5 185.5 21.0 Germany 114.3 129.7 14.1 Finland 101.7 77.3 — Ireland 40.7 38.5 3.2 Other foreign countries 112.9 73.6 3.7 Total $ 5,460.8 $ 5,079.2 $ 3,235.9 As of As of Long-term assets, net (In millions) December 31, 2018 December 31, 2017 United States $ 5,826.5 $ 5,866.8 International 2,888.0 3,066.7 Total long-term assets (1) $ 8,714.5 $ 8,933.5 (1) Long-term assets are comprised of property, intangible assets, goodwill, deferred income tax assets and other long-term assets. The following table sets forth a reconciliation of net earnings (loss) to Adjusted EBITDA: Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Net earnings (loss) $ 110.1 $ (487.2) $ 111.7 Plus: Income tax provision (benefit) 13.6 154.1 38.0 Interest expense 342.3 274.0 121.5 Depreciation and amortization 537.8 538.6 268.2 Impairment of long-lived assets 13.8 43.6 5.5 Certain operating expenses (1) 24.0 20.6 20.2 Equity in (earnings) loss of non-consolidated entities (2) (86.7) 185.2 (47.7) Cash distributions from non-consolidated entities (3) 35.2 45.4 40.1 Attributable EBITDA (4) 7.3 3.4 — Investment income (6.2) (22.6) (10.2) Other expense (income) (5) (108.2) (1.3) — General and administrative — unallocated: Merger, acquisition and transaction costs (6) 31.3 63.0 47.9 Stock-based compensation expense (7) 14.9 5.7 6.8 Adjusted EBITDA $ 929.2 $ 822.5 $ 602.0 (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 year ended December 31, 2018, the Company recorded equity in earnings related to AMC’s sale of all remaining NCM units of $28.9 million and a gain of $30.1 million related to the Screenvision merger. Equity in earnings of non-consolidated entities also includes loss on the surrender (disposition) of a portion of AMC’s investment in NCM of $1.1 million during the year ended December 31, 2018. Equity in (earnings) loss of non-consolidated entities includes a lower of carrying value or fair value impairment loss of the held-for sale portion of our investment in NCM of $16.0 million for the year ended December 31, 2018. Equity in (earnings) loss of non-consolidated entities includes an other-than-temporary impairment charge of $208.0 million to reduce the carrying value of the Company’s investment in NCM to Level 1 fair value during the year ended December 31, 2017. An other-than-temporary impairment charge of $204.5 million was recorded on the Company’s units and shares at the publicly quoted per share price on June 30, 2017, of $7.42 and an other-than-temporary impairment charge of $3.5 million was recorded on the Company’s units and shares at the publicly quoted per share price on December 31, 2017 of $6.86, based on the Company’s determination that the decline in the price per share during the respective quarters was other than temporary. Equity in (earnings) loss of non-consolidated entities includes loss on the sale of a portion of the Company’s investment in NCM of $22.2 million during the year ended December 31, 2017. (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 the Company’s operations. (4) Attributable EBITDA includes the EBITDA from minority equity investments in theatre operators in certain international markets. See below for a reconciliation of the Company’s equity earnings of non-consolidated entities to attributable EBITDA. Because these equity investments are in theatre operators in regions where the Company holds a significant market share, the Company believes attributable EBITDA is more indicative of the performance of these equity investments and management uses this measure to monitor and evaluate these equity investments. The Company also provides services to these theatre operators including information technology systems, certain on-screen advertising services and our gift card and package ticket program. As these investments relate only to the Company’s Nordic acquisition, the second quarter of 2017 represents the first time the Company has made this adjustment and does not impact prior historical presentations of Adjusted EBITDA. Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Equity in (earnings) loss of non-consolidated entities $ (86.7) $ 185.2 $ (47.7) Less: Equity in (earnings) loss of non-consolidated entities excluding international theatre JV's (81.9) 187.0 (47.7) Equity in earnings (loss) of International theatre JV's 4.8 1.8 — Income tax provision 0.4 — — Investment income (0.5) — — Depreciation and amortization 2.6 1.6 — Attributable EBITDA $ 7.3 $ 3.4 $ — (5) Other expense (income) for the year ended December 31, 2018 includes financing losses and financing related foreign currency transaction losses. During the year ended December 31, 2018, the Company recorded a gain of $111.4 million as a result of a decrease in fair value of our derivative liability and an increase in fair value of our derivative asset for the Convertible Notes due 2024. Other income for the year ended December 31, 2017 includes $3.0 million financing related foreign currency transaction gains, partially offset by $1.3 million in fees relating to third-party fees related to the Third Amendment to the Company’s Senior Secured Credit Agreement, and a $0.4 million loss on the redemption of the Bridge Loan Facility. (6) Merger, acquisition and transition costs are excluded as they are non-operating in nature. (7) Non-cash or non-recurring expense included in general and administrative: other |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME | 12 Months Ended |
Dec. 31, 2018 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | NOTE 17 – ACCUMULATED OTHER COMPREHENSIVE INCOME The following tables present the change in accumulated other comprehensive income (loss) by component: Unrealized Net Unrealized Net Pension and Gain from Gain from Equity Foreign Other Marketable Method Investees’ (In millions) Currency Benefits (1) Securities Cash Flow Hedge Total Balance, December 31, 2017 $ 129.9 $ (6.6) $ 0.6 $ 1.7 $ 125.6 Other comprehensive income (loss) before reclassifications (127.7) 4.2 — 0.2 (123.3) Amounts reclassified from accumulated other comprehensive income 1.0 — — (2.2) (1.2) Other comprehensive income (loss) (126.7) 4.2 — (2.0) (124.5) Adoption of ASU 2016-01 - reclassification to retained earnings — — (0.6) — (0.6) Adoption of ASU 2018-02 - reclassification to retained earnings 4.0 0.6 — 0.4 5.0 Balance, December 31, 2018 $ 7.2 $ (1.8) $ — $ 0.1 $ 5.5 Unrealized Net Unrealized Net Pension and Gain from Gain from Equity Foreign Other Marketable Method Investees’ (In millions) Currency Benefits (1) Securities Cash Flow Hedge Total Balance, December 31, 2016 $ (1.8) $ (3.6) $ 0.3 $ 2.6 $ (2.5) Other comprehensive income before reclassifications 131.7 — 0.7 — 132.4 Amounts reclassified from accumulated other comprehensive income — (3.0) (0.4) (0.9) (4.3) Other comprehensive income (loss) 131.7 (3.0) 0.3 (0.9) 128.1 Balance, December 31, 2017 $ 129.9 $ (6.6) $ 0.6 $ 1.7 $ 125.6 (1) See Note 12 – Employee Benefit Plans for further information regarding amounts reclassified from accumulated other comprehensive income. The tax effects allocated to each component of other comprehensive income (loss) is as follows: Year Ended December 31, 2018 December 31, 2017 December 31, 2016 Tax Tax Tax Pre-Tax (Expense) Net-of-Tax Pre-Tax (Expense) Net-of-Tax Pre-Tax (Expense) Net-of-Tax (In millions) Amount Benefit Amount Amount Benefit Amount Amount Benefit Amount Unrealized foreign currency translation adjustment (1) $ (127.5) $ (0.2) $ (127.7) $ 142.6 $ (10.9) $ 131.7 $ (3.1) $ (0.8) $ (3.9) Realized loss on foreign currency transactions 1.0 — 1.0 — — — — — — Pension and other benefit adjustments: — Net gain (loss) arising during the period 3.8 0.4 4.2 (2.6) (0.4) (3.0) (0.5) 0.2 (0.3) Marketable securities: Unrealized net holding gain (loss) arising during the period — — — 1.2 (0.5) 0.7 1.0 (0.4) 0.6 Realized net gain reclassified into investment expense (income) — — — (0.6) 0.2 (0.4) (3.0) 1.2 (1.8) Equity method investees' cash flow hedge: Unrealized net holding gain (loss) arising during the period 0.2 — 0.2 — — — (0.5) 0.2 (0.3) Realized net (gain) loss reclassified into equity in earnings of non-consolidated entities (2.2) — (2.2) (1.5) 0.6 (0.9) 0.5 (0.1) 0.4 Other comprehensive income (loss) $ (124.7) $ 0.2 $ (124.5) $ 139.1 $ (11.0) $ 128.1 $ (5.6) $ 0.3 $ (5.3) (1) Deferred tax impacts of foreign currency translation for the Odeon and Nordic international operations acquired during 2016 and 2017 have not been recorded due to the Company’s intent to remain permanently invested. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2018 | |
EARNINGS (LOSS) PER SHARE | |
EARNINGS (LOSS) PER SHARE | NOTE 18 – EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding. Diluted earnings per share includes the effects of unvested RSU’s with a service condition only and unvested contingently issuable RSUs 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: Year Ended Year Ended Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Numerator: Net earnings (loss) for basic earnings (loss) per share $ 110.1 $ (487.2) $ 111.7 Calculation of Net earnings for diluted earnings (loss) per share Marked-to-market (gain) on derivative liability (66.4) — — Interest expense for Convertible Notes due 2024 9.7 — — Net earnings available for diluted earnings $ 53.4 $ (487.2) $ 111.7 Denominator (shares in thousands): Weighted average shares for basic earnings per common share 120,621 128,246 98,838 Common equivalent shares for RSUs and PSUs 29 — 34 Common equivalent shares if converted: convertible notes 2024 9,455 — — Weighted average shares for diluted earnings per common share 130,105 128,246 98,872 Basic earnings (loss) per common share: $ 0.91 $ (3.80) $ 1.13 Diluted earnings (loss) per common share: $ 0.41 $ (3.80) $ 1.13 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 year ended December 31, 2018 unvested PSUs of 364,269 at the minimum performance target 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 and unvested RSU’s of 210,558 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 year ended December 31, 2017 unvested PSUs and Transition PSUs of 187,468 at the minimum performance target and unvested performance based RSU’s of 88,194 were not included in the computation of diluted loss because they would anti-dilutive. During the year ended December 31, 2016, unvested PSUs of 83,477 at the minimum performance target and unvested performance based RSU’s of 90,654 were not included in the computation of diluted earnings per share as vesting conditions were not met at the end of the reporting period. 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 adjusted net earnings for the year ended December 31, 2018 to eliminate the interest expense and the gain for the derivative liability related to the Convertible Notes due 2024 of $9.7 million and $66.4 million, respectively in the computation of diluted earnings per share. The Company has included in diluted weighted average shares approximately 9.5 million shares upon conversion for the year ended December 31, 2018, as the effects are 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. |
SUPPLEMENTAL FINANCIAL INFORMAT
SUPPLEMENTAL FINANCIAL INFORMATION BY QUARTER (UNAUDITED) | 12 Months Ended |
Dec. 31, 2018 | |
SUPPLEMENTAL FINANCIAL INFORMATION By QUARTER (UNAUDITED) | |
SUPPLEMENTAL FINANCIAL INFORMATION BY QUARTER (UNAUDITED) | NOTE 19 – SUPPLEMENTAL FINANCIAL INFORMATION BY QUARTER (UNAUDITED) 2018 Quarter Quarter Quarter Quarter Year Ended Ended Ended Ended Ended March 31, June 30, September 30, December 31, December 31, (In millions, except per share data) 2018 2018 2018 2018 2018 Total revenues $ $ $ $ $ Operating income (loss) 89.7 (21.9) 87.3 265.0 Net earnings (loss) (1) $ $ 22.2 $ (100.4) $ 170.6 $ 110.1 Basic earnings (loss) per share: $ $ 0.17 $ (0.82) $ 1.65 $ 0.91 Diluted earnings (loss) per share: $ $ 0.17 $ (0.82) $ 0.43 $ 0.41 Weighted average shares outstanding: (in thousands) Basic Diluted (1) In the fourth quarter of calendar 2018, the Company recorded $165.5 million of other income related to derivative assets and liabilities. See Note 8 – Corporate Borrowings and Capital and Financing Lease Obligations for a discussion of the derivative asset and derivative liability gains. 2017 Quarter Quarter Quarter Quarter Year Ended Ended Ended Ended Ended March 31, June 30, September 30, December 31, December 31, (In millions, except per share data) 2017 2017 2017 2017 2017 Total revenues $ 1,281.4 $ 1,202.3 $ 1,178.7 $ 1,416.8 $ 5,079.2 Operating income (loss) 55.3 (19.5) (4.1) 70.3 102.0 Net earnings (1) $ 8.4 $ (176.5) $ (42.7) $ (276.4) $ (487.2) Basic earnings (loss) per share: $ 0.07 $ (1.35) $ (0.33) $ (2.14) $ (3.80) Diluted earnings (loss) per share: $ 0.07 $ (1.35) $ (0.33) $ (2.14) $ (3.80) Weighted average shares outstanding: (in thousands) Basic Diluted (1) In the fourth quarter of calendar 2017, the Company recorded the impact of the change in the U.S. enacted federal income tax rate from 35% to 21% which reduced its deferred tax assets. In the fourth quarter and in connection with the preparation of its 2017 consolidated financial statements, the Company also determined that realization of its deferred tax assets in the U.S. tax jurisdictions was not more likely than not, primarily as a result of cumulative net losses recorded for three years and the Company recorded a full valuation allowance for its deferred tax assets in U.S. tax jurisdictions. As a result of the change in enacted tax rate and recording a full valuation allowance for the Company’s deferred tax assets in U.S. tax jurisdictions, the Company recorded a charge to its income tax provision in the fourth quarter of approximately $310.0 million. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 20 – SUBSEQUENT EVENTS On February 15, 2019, Holdings’ Board of Directors declared a cash dividend in the amount of $0.20 per share on Class A and Class B common stock, payable on March 25, 2019 to stockholders of record on March 11, 2019. |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 12 Months Ended |
Dec. 31, 2018 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | NOTE 21 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION Years Ended December 31, 2018, December 31, 2017, and December 31, 2016 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 Convertible Notes due 2024, the Notes due 2025, 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 Year Ended December 31, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 2,006.5 $ 1,378.5 $ — $ 3,385.0 Food and beverage — 1,041.7 629.8 — 1,671.5 Other theatre — 227.5 176.8 — 404.3 Total revenues — 3,275.7 2,185.1 — 5,460.8 Operating costs and expenses Film exhibition costs — 1,091.9 618.3 — 1,710.2 Food and beverage costs — 156.8 114.1 — 270.9 Operating expense, excluding depreciation and amortization — 931.4 723.3 — 1,654.7 Rent — 484.1 313.7 — 797.8 General and administrative: Merger, acquisition and transaction costs — 16.8 14.5 — 31.3 Other, excluding depreciation and amortization — 112.5 66.8 — 179.3 Depreciation and amortization — 285.4 252.4 — 537.8 Impairment of long-lived assets — 6.1 7.7 — 13.8 Operating costs and expenses — 3,085.0 2,110.8 — 5,195.8 Operating income — 190.7 74.3 — 265.0 Other expense (income): Equity in net earnings of subsidiaries (14.5) (75.4) — 89.9 — Other expense (income) (110.5) 1.7 0.7 — (108.1) Interest expense: Corporate borrowings 256.7 263.1 5.9 (263.4) 262.3 Capital and financing lease obligations — 6.8 31.7 — 38.5 Non-cash NCM exhibitor service agreement — 41.5 — — 41.5 Equity in earnings of non-consolidated entities — (50.5) (36.2) — (86.7) Investment income (241.8) (27.1) (0.7) 263.4 (6.2) Total other expense (income) (110.1) 160.1 1.4 89.9 141.3 Earnings before income taxes 110.1 30.6 72.9 (89.9) 123.7 Income tax provision (benefit) — 16.1 (2.5) — 13.6 Net earnings $ 110.1 $ 14.5 $ 75.4 $ (89.9) $ 110.1 Consolidating Statement of Operations Year Ended December 31, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 1,906.1 $ 1,323.4 $ — $ 3,229.5 Food and beverage — 956.1 592.3 — 1,548.4 Other theatre — 168.1 133.2 — 301.3 Total revenues — 3,030.3 2,048.9 — 5,079.2 Operating costs and expenses Film exhibition costs — 1,001.8 602.5 — 1,604.3 Food and beverage costs — 138.9 113.2 — 252.1 Operating expense, excluding depreciation and amortization — 873.6 674.4 — 1,548.0 Rent — 496.7 297.7 — 794.4 General and administrative: Merger, acquisition and transaction costs — 58.3 4.7 — 63.0 Other, excluding depreciation and amortization 2.0 81.8 49.4 — 133.2 Depreciation and amortization — 290.7 247.9 — 538.6 Impairment of long-lived assets — 43.6 — — 43.6 Operating costs and expenses 2.0 2,985.4 1,989.8 — 4,977.2 Operating income (loss) (2.0) 44.9 59.1 — 102.0 Other expense (income): Equity in net (earnings) loss of subsidiaries 472.5 (31.9) — (440.6) — Other expense (income) — (0.9) (0.6) — (1.5) Interest expense: Corporate borrowings 230.3 239.0 1.3 (239.0) 231.6 Capital and financing lease obligations — 7.7 34.7 — 42.4 Equity in (earnings) loss of non-consolidated entities — 192.2 (7.0) — 185.2 Investment (income) expense (217.6) (43.0) (1.0) 239.0 (22.6) Total other expense 485.2 363.1 27.4 (440.6) 435.1 Earnings (loss) before income taxes (487.2) (318.2) 31.7 440.6 (333.1) Income tax provision (benefit) — 154.3 (0.2) — 154.1 Net earnings (loss) $ (487.2) $ (472.5) $ 31.9 $ 440.6 $ (487.2) Consolidating Statement of Operations Year Ended December 31, 2016: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 1,945.1 $ 104.3 $ — $ 2,049.4 Food and beverage — 972.9 46.2 — 1,019.1 Other theatre — 152.4 15.0 — 167.4 Total revenues — 3,070.4 165.5 — 3,235.9 Operating costs and expenses Film exhibition costs — 1,040.0 49.5 — 1,089.5 Food and beverage costs — 134.2 8.0 — 142.2 Operating expense, excluding depreciation and amortization — 830.8 42.7 — 873.5 Rent — 491.1 14.4 — 505.5 General and administrative: Merger, acquisition and transaction costs — 46.9 1.0 — 47.9 Other, excluding depreciation and amortization 2.0 84.0 4.0 — 90.0 Depreciation and amortization — 252.9 15.3 — 268.2 Impairment of long-lived assets — 5.5 — — 5.5 Operating costs and expenses 2.0 2,885.4 134.9 — 3,022.3 Operating income (loss) (2.0) 185.0 30.6 — 213.6 Other expense (income): Equity in net (earnings) loss of subsidiaries (119.7) (32.7) — 152.4 — Other expense (income) — 0.4 (0.1) — 0.3 Interest expense: Corporate borrowings 110.5 123.7 — (123.5) 110.7 Capital and financing lease obligations — 8.5 2.3 — 10.8 Equity in earnings of non-consolidated entities — (46.9) (0.8) — (47.7) Investment income (104.5) (28.3) (0.9) 123.5 (10.2) Total other expense (income) (113.7) 24.7 0.5 152.4 63.9 Earnings before income taxes 111.7 160.3 30.1 (152.4) 149.7 Income tax provision (benefit) — 40.6 (2.6) — 38.0 Net earnings $ 111.7 $ 119.7 $ 32.7 $ (152.4) $ 111.7 Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings $ 110.1 $ 14.5 $ 75.4 $ (89.9) $ 110.1 Other comprehensive income (loss) Equity in other comprehensive income (loss) of subsidiaries (124.5) (99.1) — 223.6 — Unrealized foreign currency translation adjustment, net of tax — (30.7) (97.0) — (127.7) Realized loss on foreign currency transactions, net of tax — 1.0 — — 1.0 Pension and other benefit adjustments: Net gain (loss) arising during the period, net of tax — 6.3 (2.1) — 4.2 Equity method investees’ cash flow hedge: Unrealized net holding (loss) gain arising during the period, net of tax — 0.2 — — 0.2 Realized net gain reclassified to equity in earnings of non-consolidated entities, net of tax — (2.2) — — (2.2) Other comprehensive loss (124.5) (124.5) (99.1) 223.6 (124.5) Total comprehensive income (loss) $ (14.4) $ (110.0) $ (23.7) $ 133.7 $ (14.4) Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings (loss) $ (487.2) $ (472.5) $ 31.9 $ 440.6 $ (487.2) Other comprehensive income (loss) Equity in other comprehensive income (loss) of subsidiaries 128.1 112.1 — (240.2) — Unrealized foreign currency translation adjustment, net of tax — 22.0 109.7 — 131.7 Pension and other benefit adjustments: Net gain (loss) arising during the period, net of tax — (5.4) 2.4 — (3.0) Marketable securities: Unrealized net holding gain arising during the period, net of tax — 0.7 — — 0.7 Realized net gain reclassified into net investment income, net of tax — (0.4) — — (0.4) Equity method investees’ cash flow hedge: Realized net loss reclassified to equity in earnings of non-consolidated entities, net of tax — (0.9) — — (0.9) Other comprehensive income 128.1 128.1 112.1 (240.2) 128.1 Total comprehensive income (loss) $ (359.1) $ (344.4) $ 144.0 $ 200.4 $ (359.1) Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2016: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings $ 111.7 $ 119.7 $ 32.7 $ (152.4) $ 111.7 Other comprehensive income (loss) Equity in other comprehensive income (loss) of subsidiaries (5.3) (3.6) — 8.9 — Unrealized foreign currency translation adjustment, net of tax — (0.2) (3.7) — (3.9) Pension and other benefit adjustments: Net gain (loss) arising during the period, net of tax — (0.4) 0.1 — (0.3) Marketable securities: Unrealized net holding gain arising during the period, net of tax — 0.6 — — 0.6 Realized net gain reclassified into net investment income, net of tax — (1.8) — — (1.8) Equity method investees’ cash flow hedge: Unrealized net holding loss arising during the period, net of tax — (0.3) — — (0.3) Realized net loss reclassified into equity in earnings of non-consolidated entities, net of tax — 0.4 — — 0.4 Other comprehensive loss (5.3) (5.3) (3.6) 8.9 (5.3) Total comprehensive income $ 106.4 $ 114.4 $ 29.1 $ (143.5) $ 106.4 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 Assets held for sale — — — — — 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 and capital and financing lease obligations 13.8 11.1 57.3 — 82.2 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 Balance Sheet As of December 31, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and cash equivalents $ 1.1 $ 85.0 $ 223.9 $ — $ 310.0 Restricted cash — — 8.3 — 8.3 Receivables, net 0.4 186.4 84.7 — 271.5 Assets held for sale — 80.0 — — 80.0 Other current assets — 118.0 84.6 — 202.6 Total current assets 1.5 469.4 401.5 — 872.4 Investment in equity of subsidiaries 2,450.6 1,513.4 — (3,964.0) — Property, net — 1,591.1 1,525.4 — 3,116.5 Intangible assets, net — 218.9 161.6 — 380.5 Intercompany advances 3,914.1 (1,893.3) (2,020.8) — — Goodwill (2.1) 2,422.1 2,511.7 — 4,931.7 Deferred tax asset, net — — 97.6 (68.7) 28.9 Other long-term assets 5.8 326.5 143.6 — 475.9 Total assets $ 6,369.9 $ 4,648.1 $ 2,820.6 $ (4,032.7) $ 9,805.9 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ 373.7 $ 195.9 $ — $ 569.6 Accrued expenses and other liabilities 24.2 165.3 161.6 — 351.1 Deferred revenues and income — 270.8 130.2 — 401.0 Current maturities of corporate borrowings and capital and financing lease obligations 13.8 11.8 62.1 — 87.7 Total current liabilities 38.0 821.6 549.8 — 1,409.4 Corporate borrowings 4,218.7 1.4 — — 4,220.1 Capital and financing lease obligations — 73.5 505.4 — 578.9 Exhibitor services agreement — 530.9 — — 530.9 Deferred tax liability, net — 85.3 33.0 (68.7) 49.6 Other long-term liabilities — 684.8 219.0 — 903.8 Total liabilities 4,256.7 2,197.5 1,307.2 (68.7) 7,692.7 Temporary equity 0.8 — — — 0.8 Stockholders’ equity 2,112.4 2,450.6 1,513.4 (3,964.0) 2,112.4 Total liabilities and stockholders’ equity $ 6,369.9 $ 4,648.1 $ 2,820.6 $ (4,032.7) $ 9,805.9 Consolidating Statement of Cash Flows Year Ended December 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 $ 7.2 $ 247.3 $ 268.7 $ — $ 523.2 Cash flows from investing activities: Capital expenditures — (286.0) (290.3) — (576.3) Proceeds from sale leaseback transactions — 50.1 — — 50.1 Proceeds from disposition of NCM — 162.5 — — 162.5 Proceeds from Screenvision merger — — 45.8 — 45.8 Proceeds from disposition of long-term assets — 4.8 9.4 — 14.2 Investments in non-consolidated entities, net — (11.4) — — (11.4) Other, net — (4.1) 2.0 — (2.1) Net cash used in investing activities — (84.1) (233.1) — (317.2) Cash flows from financing activities: Proceeds from issuance of Senior Unsecured Convertible Notes due 2024 600.0 — — — 600.0 Net borrowings under Revolving Credit Facility — — 12.1 — 12.1 Principal payments under Term Loan (13.8) — — — (13.8) Principal payments under capital and financing lease obligations — (10.4) (60.6) — (71.0) Principal payments under promissory note — (1.4) — — (1.4) Cash used to pay deferred financing costs (15.5) — — — (15.5) Cash used to pay dividends (258.1) — — — (258.1) Taxes paid for restricted unit withholdings (1.7) — — — (1.7) Retirement of Class B common stock (423.6) — — — (423.6) Purchase of treasury stock (21.8) — — — (21.8) Change in intercompany advances 167.1 (108.5) (58.6) — — Net cash provided by (used in) financing activities 32.6 (120.3) (107.1) — (194.8) Effect of exchange rate changes on cash and cash equivalents and restricted cash (40.6) 41.6 (6.5) — (5.5) Net increase (decrease) in cash and cash equivalents and restricted cash (0.8) 84.5 (78.0) — 5.7 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 $ 0.3 $ 169.5 $ 154.2 $ — $ 324.0 Consolidating Statement of Cash Flows Year Ended December 31, 2017: 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 $ (10.2) $ 231.3 $ 316.3 $ — $ 537.4 Cash flows from investing activities: Capital expenditures — (407.5) (219.3) — (626.8) Acquisition of Nordic, net of cash acquired — (654.9) 77.3 — (577.6) Proceeds from sale leaseback transactions — 136.2 — — 136.2 Proceeds from disposition of NCM shares — 89.0 — — 89.0 Proceeds from disposition of Open Road — 9.2 — — 9.2 Proceeds from disposition of long-term assets — 10.5 13.6 — 24.1 Investments in non-consolidated entities, net — (11.1) — — (11.1) Other, net — (2.1) (0.2) — (2.3) Net cash used in investing activities — (830.7) (128.6) — (959.3) Cash flows from financing activities: Proceeds from the issuance of Senior Subordinated Sterling Notes due 2024 327.8 — — — 327.8 Proceeds from the issuance of Senior Subordinated Notes due 2027 475.0 — — — 475.0 Payment of Nordic SEK Term Loan (144.4) — — — (144.4) Payment of Nordic EUR Term Loan (169.5) — — — (169.5) Net proceeds from equity offering 616.8 — — — 616.8 Principal payment of Bridge Loan due 2017 (350.0) — — — (350.0) Principal payments under Term Loan (12.6) — — — (12.6) Principal payments under capital and financing lease obligations — (9.5) (61.2) — (70.7) Principal payments under promissory note — (1.4) — — (1.4) Cash used to pay deferred financing costs (29.8) — (3.8) — (33.6) Cash used to pay dividends (104.6) — — — (104.6) Taxes paid for restricted unit withholdings (6.5) — — — (6.5) Purchase of treasury stock (34.0) — — — (34.0) Change in intercompany advances (616.7) 654.1 (37.4) — — Net cash provided by (used in) financing activities (48.5) 643.2 (102.4) — 492.3 Effect of exchange rate changes on cash and cash equivalents and restricted cash 56.8 (53.5) 14.4 — 17.7 Net increase (decrease) in cash and cash equivalents and restricted cash (1.9) (9.7) 99.7 — 88.1 Cash and cash equivalents and restricted cash at beginning of period 3.0 94.7 132.5 — 230.2 Cash and cash equivalents and restricted cash at end of period $ 1.1 $ 85.0 $ 232.2 $ — $ 318.3 Consolidating Statement of Cash Flows Year Ended December 31, 2016: 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 $ 7.3 $ 438.6 $ (14.2) $ — $ 431.7 Cash flows from investing activities: Capital expenditures — (410.9) (10.8) — (421.7) Acquisition of Odeon, net of cash acquired — (480.3) 64.7 — (415.6) Acquisition of Carmike, net of cash acquired — (584.3) 86.5 — (497.8) Acquisition of Starplex Cinemas, net of cash — 0.7 — — 0.7 Proceeds from disposition of long-term assets — 19.9 — — 19.9 Investments in non-consolidated entities, net — (10.5) — — (10.5) Other, net — (6.5) — — (6.5) Net cash provided by (used in) investing activities — (1,471.9) 140.4 — (1,331.5) Cash flows from financing activities: Proceeds from the issuance of Term Loan due 2023 498.7 — — — 498.7 Proceeds from the issuance of Senior Subordinated Sterling Notes due 2024 310.0 — — — 310.0 Proceeds from the issuance of Senior Subordinated Notes due 2026 595.0 — — — 595.0 Proceeds from the issuance of Bridge Loan due 2017 350.0 — — — 350.0 Payment of Odeon Senior Subordinated GBP Notes due 2018 (380.7) — — — (380.7) Payment of Odeon Senior Subordinated EUR Notes due 2018 (212.5) — — — (212.5) Payments under Revolving Credit Facility (75.0) — — — (75.0) Payments of stock issuance costs (0.8) — — — (0.8) Principal payments under Term Loan (8.8) — — — (8.8) Principal payments under capital and financing lease obligations — (8.6) (2.2) — (10.8) Principal payments under promissory note — (1.4) — — (1.4) Cash used to pay deferred financing fees (65.9) — — — (65.9) Cash used to pay dividends (79.6) — — — (79.6) Change in intercompany advances (935.1) 968.1 (33.0) — — Net cash provided by (used) in financing activities (4.7) 958.1 (35.2) — 918.2 Effect of exchange rate changes on cash and equivalents (1.5) 2.9 (0.8) — 0.6 Net increase (decrease) in cash and equivalents 1.1 (72.3) 90.2 — 19.0 Cash and equivalents at beginning of period 1.9 167.0 42.3 — 211.2 Cash and equivalents at end of period $ 3.0 $ 94.7 $ 132.5 $ — $ 230.2 |
THE COMPANY AND SIGNIFICANT A_2
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES | |
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 consolidated financial statements include the accounts of Holdings and all subsidiaries, as discussed above. All significant intercompany balances and transactions have been eliminated in consolidation. There are no noncontrolling (minority) interests in the Company’s consolidated subsidiaries; consequently, all of its stockholders’ equity, net earnings (loss) and comprehensive income (loss) for the periods presented are attributable to controlling interests. The Company manages its business under two reportable segments for its theatrical exhibition operations, U.S. markets and International markets. |
Revenues | Revenues: The Company recognizes revenue, net of sales tax, when it satisfies a performance obligation by transferring control over a product or service to a customer. Admissions and food and beverage revenues are recognized at a point in time when a film is exhibited to a customer and when a customer takes possession of food and beverage offerings. The Company defers 100% of the revenue associated with the sales of gift cards and exchange tickets until such time as the items are redeemed or estimated income from non-redemption is recorded. The Company recognizes income from non-redeemed or partially redeemed gift cards in proportion to the pattern of rights exercised by the customer (“proportional method”) where it applies an estimated non-redemption rate for its gift card sales channels, which range from 12% to 18% of the current month sales, and the Company recognizes in other theatre revenues the total amount of expected income for non-redemption for that current month’s sales as income over the next 24 months in proportion to the pattern of actual redemptions. The Company has determined its non-redeemed rates and redemption patterns using data accumulated over ten years. Prior to January 1, 2018, income for non-redeemed exchange tickets were recognized 18 months after purchase when the redemption of these items was determined to be remote. At January 1, 2018, the Company changed its method for recognizing income from non-redeemed exchange tickets to the proportional method, where it applies a non-redemption rate of 10% to the current month sales, and the Company recognizes the total amount of income for that current month’s sales as income over the next 24 months in proportion to the pattern of actual redemptions. Management believes the 24-month estimate is supported by its continued development of redemption history and that it is reflective of management’s current best estimate. The adoption of the proportional method of recognizing income from non-redeemed exchange tickets did not have a material impact on the Company’s consolidated financial statements. Prior to January 1, 2018, the Company recorded online ticket fee revenues net of third-party commission or service fees. In accordance with ASC 606 guidance, the Company believes that it is a principal (as opposed to agent) in the arrangement with third-party internet ticketing companies in regard to the sale of online tickets because the Company controls the online tickets before they are transferred to the customer. Upon adoption of ASC 606 on January 1, 2018, the Company recognizes ticket fee revenues based on a gross transaction price. The online ticket fee revenues and the third-party commission or service fees are recorded in the line items other theatre revenues and operating expense, respectively, in the consolidated statements of operations. These changes did not have any impact on net income or cash flows from operations. |
Film Exhibition Costs | Film Exhibition Costs: Film exhibition costs are accrued based on the applicable box office receipts and estimates of the final settlement to the film licensors. Film exhibition costs include certain advertising costs. As of December 31, 2018 and December 31, 2017, the Company recorded film payables of $168.6 million and $229.4 million, respectively, which are included in accounts payable in the accompanying Consolidated Balance Sheets. |
Food and Beverage Costs | Food and Beverage Costs: The Company records rebate payments from vendors as a reduction of food and beverage costs when earned. |
Exhibitor Services Agreement | Exhibitor Services Agreement: The Company recognizes advertising revenues, which are included in other theatre revenues in the consolidated statements of operations, when it satisfies a performance obligation by transferring a promised good or service to the customers. The advertising contracts with customers generally consist of a series of distinct periods of service, satisfied over time, to provide rights to advertising services. The Company’s ESA with NCM includes a significant financing component due to the significant length of time between receiving the non-cash consideration and fulfilling the performance obligation. The Company receives the non-cash consideration in the form of common membership units from NCM, in exchange for rights to exclusive access to the Company’s theatre screens and attendees through February 2037. Upon adoption of ASC 606, the Company’s advertising revenues have significantly increased with a similar offsetting increase in non-cash interest expense, which is recorded to non-cash NCM exhibitor service agreement in the consolidated statements of operations. Upon adoption of ASC 606 and pursuant to the calculation requirements for the time value of money, the amortization method reflects the front-end loading of the significant financing component where more interest expense is recognized earlier during the term of the agreement than the back-end recognition of the deferred revenue amortization where more revenue is recognized later in the term of the agreement. See Note 6 – Investments for further information regarding the common unit adjustment and the fair value measurement of the non-cash consideration. The interest expense was calculated using discount rates that ranged from 6.5% to 8.5%, which are the rates at which the Company believes it could borrow in separate financing transactions. The Company recognized a cumulative effect transition adjustment of initially applying ASC 606 by increasing accumulated deficit on January 1, 2018 by approximately $52.9 million, including income tax effect of $0, as a result of this change. These changes did not have any impact on the Company’s cash flows from operations. |
Customer Frequency Program | Customer Frequency Program: AMC Stubs ® is a customer loyalty program which allows members to earn rewards, receive discounts and participate in exclusive members-only offerings and services. It features both a traditional paid tier called AMC Stubs Premiere TM , with a $15.00 annual membership fee, and a non-paid tier called AMC Stubs Insider TM . Both programs reward loyal guests for their patronage of AMC Theatres. Rewards earned are redeemable on future purchases at AMC locations. Once an AMC Stubs Premiere TM or AMC Stubs Insider TM member accumulates 5,000 points they will earn a $5.00 virtual reward. The portion of the admissions and food and beverage revenues attributed to the rewards is deferred as a reduction of admissions and food and beverage revenues and is allocated between admissions and food and beverage revenues based on expected member redemptions. Upon redemption, deferred rewards are recognized as revenues along with associated cost of goods. Converted rewards not redeemed within nine months are forfeited and recognized as admissions or food and beverage revenues. Prior to January 1, 2018, rewards for expired memberships were forfeited based upon specified periods of inactivity of the membership and recognized as admissions or food and beverage revenues. As of January 1, 2018, the Company changed its method for recognizing forfeited rewards from the remote method to the proportional method, where the Company estimates point breakage in assigning value to the points at the time of sale based on historical trends. The program’s annual membership fee is allocated to the material rights for discounted or free products and services and is initially deferred, net of estimated refunds, and recognized as the rights are redeemed based on estimated utilization, over the one-year membership period in admissions, food and beverage, and other revenues. A portion of the revenues related to a material right are deferred as a virtual rewards performance obligation using the relative standalone selling price method and are recognized as the rights are redeemed or expire. On June 20, 2018, the Company announced the launch of AMC Stubs ® A-List, a new tier of our AMC Stubs ® loyalty program. This program offers guests admission to movies at AMC up to three times per week including multiple movies per day and repeat visits to already seen movies from $19.95 to $23.95 per month depending upon geographic market. Revenue is recognized ratably over the enrollment period. |
Advertising Costs | Advertising Costs: The Company expenses advertising costs as incurred and does not have any direct-response advertising recorded as assets. Advertising costs were $45.4 million, $39.9 million, and $10.1 million for the years ended December 31, 2018, December 31, 2017, and December 31, 2016, respectively, and are recorded in operating expense in the accompanying consolidated statements of operations. |
Cash and Equivalents | Cash and Equivalents: All highly liquid debt instruments and investments purchased with an original maturity of three months or less are classified as cash equivalents. |
Derivative Asset and Liability | Derivative Asset and Liability: The Company remeasures the derivative asset related to its contingent call option to acquire shares of its Class B Common Stock at no additional cost and the derivative liability related to the conversion feature in its Convertible Notes due 2024 at fair value each reporting period with changes in fair value recorded in the consolidated statement of operations. The Company has obtained independent third-party valuation studies to assist in determining fair value. The Company’s valuation studies use a Monte Carlo simulation approach and are based on significant inputs not observable in the market and thus represent level 3 measurements within the fair value measurement hierarchy. The Company’s common stock price at the end of each reporting period as well as the remaining amount of time until expiration for the contingent call option and conversion feature are key inputs for the estimation of fair value that are expected to change each reporting period. The Company recorded other income related to increases in its derivative asset fair value of $45.0 million and other income related to decreases in its derivative liability fair value of $66.4 million during the year ended December 31, 2018. See Note 8 – Corporate Borrowings and Capital and Financing Lease Obligations, Note 9 – Stockholders’ Equity and Note 15 – Fair Value Measurements for further discussions. |
Intangible Assets | Derivative Asset and Liability: The Company remeasures the derivative asset related to its contingent call option to acquire shares of its Class B Common Stock at no additional cost and the derivative liability related to the conversion feature in its Convertible Notes due 2024 at fair value each reporting period with changes in fair value recorded in the consolidated statement of operations. The Company has obtained independent third-party valuation studies to assist in determining fair value. The Company’s valuation studies use a Monte Carlo simulation approach and are based on significant inputs not observable in the market and thus represent level 3 measurements within the fair value measurement hierarchy. The Company’s common stock price at the end of each reporting period as well as the remaining amount of time until expiration for the contingent call option and conversion feature are key inputs for the estimation of fair value that are expected to change each reporting period. The Company recorded other income related to increases in its derivative asset fair value of $45.0 million and other income related to decreases in its derivative liability fair value of $66.4 million during the year ended December 31, 2018. See Note 8 – Corporate Borrowings and Capital and Financing Lease Obligations, Note 9 – Stockholders’ Equity and Note 15 – Fair Value Measurements for further discussions. Intangible Assets: Intangible assets were recorded at fair value, in the case of intangible assets resulting from the acquisition of Holdings by Wanda on August 30, 2012 and other theatre acquisitions. Intangible assets are comprised of amounts assigned to theatre leases acquired under favorable terms, management contracts, a contract with an equity method investee, and a non-compete agreement, each of which are being amortized on a straight-line basis over the estimated remaining useful lives of the assets. Trademark and trade names are considered either definite or indefinite-lived intangible assets. Indefinite-lived intangible assets are not amortized but rather evaluated for impairment annually. The Company first assesses the qualitative factors to determine whether the existence of events and circumstances indicate that it is more likely than not the fair value of an indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test. There were no intangible asset impairment charges incurred during the years ended December 31, 2018, December 31, 2017, and December 31, 2016. |
Investments | Investments: The Company accounts for its investments in non-consolidated entities using either the cost or equity methods of accounting as appropriate, and has recorded the investments within other long-term assets in its Consolidated Balance Sheets. Equity earnings and losses are recorded when the Company’s ownership interest provides the Company with significant influence. The Company follows the guidance in ASC 323-30-35-3, which prescribes the use of the equity method for investments where the Company has significant influence. The Company classifies gains and losses on sales of investments or impairments accounted for using the cost method in investment income. Gains and losses on cash sales are recorded using the weighted average cost of all interests in the investments. Gains and losses related to non-cash negative common unit adjustments are recorded using the weighted average cost of those units in NCM. See Note 6 – Investments for further discussion of the Company’s investments in NCM. As of December 31, 2018, the Company holds equity method investments comprised of a 18.4% interest in SV Holdco LLC (“SV Holdco”), a joint venture that markets and sells cinema advertising and promotions through Screenvision; a 50% interest in Digital CineMedia Ltd. (“DCM”), a joint venture that provides advertising services in International markets; a 32.0% interest in AC JV, LLC (“AC JV”), a joint venture that owns Fathom Events offering alternative content for motion picture screens; a 29% interest in DCIP, a joint venture charged with implementing digital cinema in the Company’s theatres; a 14.6% interest in DCDC, a satellite distribution network for feature films and other digital cinema content; a 50% ownership interest in four U.S. motion picture theatres and one IMAX ® screen; and approximately 50% ownership interest in 58 theatres in Europe acquired in the Nordic acquisition. Indebtedness held by equity method investees is non-recourse to the Company. |
Goodwill | Goodwill: Goodwill represents the excess of purchase price over fair value of net tangible and identifiable intangible assets related to the acquisition of Holdings by Wanda on August 30, 2012 and subsequent theatre business acquisitions. The Company is not required to amortize goodwill as a charge to earnings; however, the Company is required to conduct an annual review of goodwill for impairment. The Company’s recorded goodwill was $4,788.7 million and $4,931.7 million as of December 31, 2018 and December 31, 2017, respectively. The Company evaluates goodwill and its indefinite-lived trademark and trade names for impairment annually as of the beginning of the fourth quarter or more frequently as specific events or circumstances dictate. The Company’s goodwill is recorded in each of its three reporting units for its Domestic Theatres, Odeon Theatres, and Nordic Theatres. The Company performed its annual impairment analysis during the fourth quarter of calendar 2018 and the third quarter and fourth quarter of calendar 2017 and reached a determination that there was no goodwill or trademark and trade name impairment. According to Accounting Standards Codification (“ASC”) 350-20, the Company has an option to first assess the qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. As of October 1, 2018, the Company performed a step 1 quantitative goodwill impairment test on the Odeon and Nordic reporting units and reached a determination that it is not more likely than not that the fair value of the Company’s reporting units are less than their carrying values, and therefore, no impairment charge was incurred. As of December 31, 2018, the Company assessed qualitative factors for all three reporting units and reached a determination that it is not more likely than not that the fair value of the Company’s reporting units are less than their carrying values, and therefore no impairment charge was incurred. During the fourth quarter of calendar 2017, and as of December 31, 2017, the Company assessed qualitative factors of all three reporting units and reached a determination that it is not more likely than not that the fair value of the Company’s reporting units are less than their carrying values, and therefore, no impairment charge was incurred. |
Other Long-term Assets | Other Long-term Assets : Other long-term assets are comprised principally of investments in partnerships and joint ventures, costs incurred in connection with the Company’s line-of-credit revolving credit arrangement, which is being amortized to interest expense using the effective interest rate method over the respective life of the issuance, and capitalized computer software, which is amortized over the estimated useful life of the software. See Note 7 – Supplemental Balance Sheet Information. |
Accounts Payable | Accounts Payable: Under the Company’s cash management system, checks issued but not presented to banks frequently result in book overdraft balances for accounting purposes and are classified within accounts payable in the balance sheet. The change in book overdrafts are reported as a component of operating cash flows for accounts payable as they do not represent bank overdrafts. The amount of these checks included in accounts payable as of December 31, 2018 and December 31, 2017 was $42.6 million and $72.8 million, respectively. |
Leases | 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 are 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 not to exceed certain specified amounts and contingent rentals based on revenues. The Company records rent expense for its operating leases on a straight-line basis over the initial base lease term commencing with the date the Company has “control and access” to the leased premises, which is generally a date prior to the “lease commencement date” in the lease agreement. Rent expense related to any “rent holiday” is recorded as operating expense, until construction of the leased premises is complete and the premises are ready for their intended use. Rent charges upon completion of the leased premises subsequent to the date the premises are ready for their intended use are expensed as a component of rent expense. The Company often receives contributions from landlords for renovations at existing locations. The Company records the amounts received from landlords as deferred rent and amortizes the balance as a reduction to rent expense over the base term of the lease agreement. The Company evaluates the classification of its leases following the guidance in ASC 840-10-25. Leases that qualify as capital leases are generally recorded at the present value of the future minimum rentals over the base term of the lease using the Company’s incremental borrowing rate. Capital lease assets are assigned an estimated useful life at the inception of the lease that generally corresponds with the base term of the lease. Occasionally, the Company or other theatre operators it has acquired are responsible for the construction of new leased theatres (build-to-suit lease arrangements) and for paying project costs that are in excess of an agreed upon amount to be reimbursed from the developer. ASC 840-40-05-5 requires the Company to be considered the owner (for accounting purposes) of these types of projects during the construction period and therefore it is required to account for these projects as sale and leaseback transactions. As a result, the Company has recorded financing lease obligations for failed sale leaseback transactions of $427.4 million and $499.6 million in its Consolidated Balance Sheets related to these types of projects as of December 31, 2018 and December 31, 2017, respectively. During the year ended December 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 $35.0 million during the year ended December 31, 2018. |
Sale and Leaseback Transactions | Sale and Leaseback Transactions: The Company accounts for the sale and leaseback of real estate assets in accordance with ASC 840-40. Losses on sale leaseback transactions are recognized at the time of sale if the fair value of the property sold is less than the net book value of the property. Gains on sale and leaseback transactions are deferred and amortized over the remaining lease term. On June 18, 2018, the Company completed the sale and leaseback of the real estate assets associated with one theatre for proceeds, net of closing costs of $50.1 million. The gain on the sale of approximately $27.3 million has been deferred and will be amortized over the remaining lease term. On September 14, 2017, the Company completed the sale and leaseback of the real estate assets associated with seven theatres for proceeds net of closing costs of $128.4 million. The gain on sale of approximately $78.2 million has been deferred and will be amortized over the remaining lease term. On December 18, 2017, the Company completed the sale and leaseback of the real estate assets associated with one theatre for proceeds net of closing costs of $7.8 million. The loss on sale of $0.5 million was recognized immediately. Unamortized deferred gains related to these transactions were $98.0 million as of December 31, 2018. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets: The Company reviews long-lived assets, including definite-lived intangibles, investments in non-consolidated equity method investees, and internal use software for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be fully recoverable. The Company identifies impairments related to internal use software when management determines that the remaining carrying value of the software will not be realized through future use. The Company reviews internal management reports on a quarterly basis as well as monitors current and potential future competition in the markets where it operates for indicators of triggering events or circumstances that indicate potential impairment of individual theatre assets. The Company evaluates theatres using historical and projected data of theatre level cash flow as its primary indicator of potential impairment and considers the seasonality of its business when making these evaluations. The Company performs its impairment analysis quarterly. Under these analyses, if the sum of the estimated future cash flows, undiscounted and without interest charges, are less than the carrying amount of the asset group, an impairment loss is recognized in the amount by which the carrying value of the asset group exceeds its estimated fair value. Assets are evaluated for impairment on an individual theatre basis, which management believes is the lowest level for which there are identifiable cash flows. The impairment evaluation is based on the estimated cash flows from continuing use until the expected disposal date for the fair value of Property, net. The expected disposal date does not exceed the remaining lease period unless it is probable existing renewal options will be exercised and may be less than the remaining lease period when the Company does not expect to operate the theatre to the end of its lease term. The fair value of assets is determined as either the expected selling price less selling costs (where appropriate) or the present value of the estimated future cash flows. There is considerable management judgment necessary to determine the estimated future cash flows and fair values of the Company’s theatres and other long-lived assets, and, accordingly, actual results could vary significantly from such estimates, which fall under Level 3 within the fair value measurement hierarchy, see Note 15 – Fair Value Measurements. During calendar 2018, the Company recognized an impairment loss of $13.8 million on 13 theatres in the U.S. markets with 150 screens and 15 theatres with 118 screens in the international markets which was related to property, net. During calendar 2017, the Company recognized an impairment loss of $43.6 million on 12 theatres in the U.S. markets with 179 screens which was related to property, net. During calendar 2016, the Company recognized an impairment loss of $5.5 million on two theatres in the U.S. markets with 22 screens, which was related to property, net. |
Foreign Currency Translation | Foreign Currency Translation: Operations outside the United States are generally measured using the local currency as the functional currency. Assets and liabilities are translated at the rates of exchange at the balance sheet date. Income and expense items are translated at average rates of exchange. The resultant translation adjustments are included in foreign currency translation adjustment, a separate component of accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions, except those intercompany transactions of a long-term investment nature, and the Company’s £500.0 million, 6.375% Senior Subordinated Notes due 2024, which have been designated as a non-derivative net investment hedge of the Company’s investment in Odeon and UCI Cinemas Holdings Limited (“Odeon”) are not included in net earnings. If the Company substantially liquidates its investment in a foreign entity, any gain or loss on currency translation balance recorded in accumulated other comprehensive income (loss) is recognized as part of a gain or loss on disposition. |
Income and Operating Taxes | Income and Operating Taxes: The Company accounts for income taxes in accordance with ASC 740-10. Under ASC 740-10, deferred income tax effects of transactions reported in different periods for financial reporting and income tax return purposes are recorded by the asset and liability method. This method gives consideration to the future tax consequences of deferred income or expense items and recognizes changes in income tax laws in the period of enactment. The statement of operations effect is generally derived from changes in deferred income taxes on the balance sheet. Holdings and its domestic subsidiaries file a consolidated U.S. federal income tax return and combined income tax returns in certain state jurisdictions. Foreign subsidiaries file income tax returns in foreign jurisdictions. Income taxes are determined based on separate Company computations of income or loss. Tax sharing arrangements are in place and utilized when tax benefits from affiliates in the consolidated group are used to offset what would otherwise be taxable income generated by Holdings or another affiliate. |
Casualty Insurance | Casualty Insurance: The Company is self-insured for general liability up to $1.0 million per occurrence and carries a $0.5 million deductible limit per occurrence for workers’ compensation claims. The Company utilizes actuarial projections of its ultimate losses to calculate its reserves and expense. The actuarial method includes an allowance for adverse developments on known claims and an allowance for claims which have been incurred but which have not yet been reported. As of December 31, 2018 and December 31, 2017, the Company recorded casualty insurance reserves of $24.9 million and $28.1 million. The Company recorded expenses related to general liability and workers’ compensation claims of $25.1 million, of $22.1 million, and $15.6 million for the years ended December 31, 2018, December 31, 2017, and December 31, 2016, respectively. Casualty insurance expense is recorded in operating expense. |
Other Expense (Income) | Other Expense (Income): The following table sets forth the components of other expense (income): Year Ended December 31, (In millions) 2018 2017 2016 Derivative liability fair value adjustment for embedded conversion feature in the Convertible Notes due 2024 $ (66.4) $ — $ — Derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement (45.0) — — Business interruption insurance recoveries — (0.4) (0.4) Loss on GBP forward contract 0.4 — — Foreign currency transactions (gains) losses 1.4 (3.0) — Non-operating components of net periodic benefit cost 0.8 0.2 0.7 Loss on extinguishment of Bridge Loan — 0.4 — Fees related to modification of term loans 0.4 — — Third party fees relating to Third Amendment to our Senior Secured Credit Agreement — 1.0 — Other 0.3 0.3 — Other expense (income) $ (108.1) $ (1.5) $ 0.3 |
Accounting Pronouncements | Accounting Pronouncements Recently Adopted Revenue from Contracts with Customers . The Company adopted the guidance of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, (“ASC 606”) as of January 1, 2018 using the modified retrospective method. ASC 606 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of accumulated deficit. ASC 606 was applied only to contracts that were not completed at January 1, 2018. The comparative information in the prior year has not been adjusted and continues to be reported under ASC 605, Revenue Recognition, which was the accounting standard in effect for those periods. See Note 2 – Revenue Recognition for the required disclosures of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers per the guidance in ASC 606. Reclassification of Certain Tax Effects. In February 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”), which allows a reclassification from accumulated other comprehensive income to accumulated deficit for stranded tax effects resulting from the U.S. Tax Cuts and Jobs Act signed into law in December 2017. ASU 2018-02 is effective for the Company on January 1, 2019 and early adoption of the amendments is permitted, including adoption in any interim period. The Company early adopted ASU 2018-02, effective January 1, 2018, and recorded a reclassification related to the stranded tax effects that increased accumulated other comprehensive income and increased accumulated deficit by $5.0 million in the consolidated balance sheets as of January 1, 2018. See Note 17 – Accumulated other comprehensive income for further information. Modification Accounting for Stock-Based Compensation. In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”), which amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms or conditions of the share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. The amendments in ASU 2017-09 should be applied prospectively to an award modified on or after the adoption date. The Company adopted ASU 2017-09 on January 1, 2018 and will apply the guidance in ASU 2017-09 to any future changes to the terms or conditions of stock-based payment awards should they occur. The Company’s adoption of ASU 2017-09 did not have an impact on its consolidated financial statements. Improving Presentation of Net Benefit Costs. In March 2017, the FASB issued ASU No. 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (“ASU 2017-07”). The guidance requires the service cost component of defined benefit pension plans and other post-retirement benefit plans to be reported in the same line item as other compensation costs arising from the services rendered by the pertinent employees while the other components of net benefit cost are required to be presented in the income statement separately from the service cost component and reported outside a subtotal of operating income. The amendments in this guidance should be applied retrospectively for the presentation of the service cost component and the other components of net benefit cost in the consolidated statements of operations. The Company adopted ASU 2017-07 effective January 1, 2018 and recorded a prior period adjustment for the year ended December 31, 2017 in the consolidated statements of operations to decrease general and administrative other by $0.2 million, related to the other components of net benefit cost, with a corresponding increase to other expense (income) and decrease to other income of $0.2 million, respectively. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. Restricted Cash in Statement of Cash Flows. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (A Consensus of the FASB Emerging Issues Task Force) (“ASU 2016-18”). ASU 2016-18 requires that restricted cash be included with cash and cash equivalents when reconciling the beginning and end-of-period total amounts shown on the statement of cash flows. This guidance must be applied retrospectively to all periods presented. The Company adopted ASU 2016-18 effective January 1, 2018 and the prior period has been adjusted to conform to the current period presentation. This guidance also requires a new disclosure to reconcile the cash balances within the consolidated statement of cash flows to the consolidated balance sheets. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the amounts shown in the consolidated statements of cash flows: (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Cash and cash equivalents $ 313.3 $ 310.0 $ 207.1 Restricted cash 10.7 8.3 23.1 Total cash and cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 324.0 $ 318.3 $ 230.2 Classification of certain cash receipts and cash payments. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). The amendments in this update provide guidance on eight specific cash flow classification issues. The update provides specific guidance on each of the eight issues, thereby reducing the diversity in practice in how certain transactions are classified in the statement of cash flows. The Company adopted ASU 2016-15 on January 1, 2018 and made an election to continue using the “nature of the distribution approach” to classify distributions received from equity method investments. The adoption of this guidance did not have an impact on the Company’s consolidated statements of cash flows. Classification and measurement of financial instruments. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 amends various aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The amendments require that equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) are to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company adopted ASU 2016-01 on January 1, 2018 and recorded a decrease to accumulated other comprehensive income of $0.6 million, net of tax, related to the unrealized gains on available-for-sale securities that are equity instruments with a corresponding decrease to accumulated deficit in the consolidated balance sheets as of the beginning of the year. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. Accounting Pronouncements Issued Not Yet Adopted Leases. In February 2016, the FASB issued ASU No. 2016-02, Leases, (“ASC 842”) which 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 will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard is effective for the Company on January 1, 2019, with early adoption permitted. The Company adopted the guidance on January 1, 2019, using a modified retrospective transition approach with the cumulative effect recognized at the date of initial application, whereby comparative prior period financial information and disclosures will not be adjusted to reflect the new standard. In January 2018, the FASB issued ASU No. 2018-01, Leases, which permits an entity to elect an optional transition practical expedient to not evaluate under ASU 842 land easements that exist or expired before the entity’s adoption of ASC 842 and that were not previously accounted for as leases. ASC 842 provides several optional practical expedients in transition. The Company expects to elect the package of practical expedients, which permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. In addition, the Company expects to elect the practical expedient pertaining to land easements but does not expect to elect the use-of-hindsight practical expedient. ASC 842 also provides practical expedients for an entity’s ongoing accounting. The Company expects to elect the practical expedient to not separate lease and non-lease components for all of its leases. The Company also expects to elect 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 for 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. The Company expects that this standard will have a material effect on its consolidated financial statements. While the Company is finalizing the effect of adoption, the Company expects the most significant changes relate to (1) the recognition of new ROU assets and lease liabilities on its balance sheet for theatres currently subject to operating leases adjusted for the balances of prepaid rent, favorable lease assets and unfavorable lease liabilities, and deferred rent; (2) the derecognition of existing assets and liabilities for certain sale leaseback transactions (those arising from build-to-suit lease arrangements for which construction is complete and the Company is leasing the constructed asset) that currently do not qualify for sale accounting and the recognition of new ROU assets and operating lease liabilities on its balance sheet; (3) the derecognition of deferred gains from the sale and leaseback transactions; and (4) providing new disclosures about the Company’s leasing activities. On January 1, 2019, the Company expects to recognize additional operating lease liabilities ranging from an estimated $5 billion to $6 billion, with corresponding ROU assets based on the present value of the remaining minimum rental payments using preliminary estimates of discount rates for the Company’s existing operating leases. The Company has not finalized the effects of these expected changes from the new standard . 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, with early adoption permitted in the first quarter of 2019. 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. |
THE COMPANY AND SIGNIFICANT A_3
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Components of Other Expense | Year Ended December 31, (In millions) 2018 2017 2016 Derivative liability fair value adjustment for embedded conversion feature in the Convertible Notes due 2024 $ (66.4) $ — $ — Derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement (45.0) — — Business interruption insurance recoveries — (0.4) (0.4) Loss on GBP forward contract 0.4 — — Foreign currency transactions (gains) losses 1.4 (3.0) — Non-operating components of net periodic benefit cost 0.8 0.2 0.7 Loss on extinguishment of Bridge Loan — 0.4 — Fees related to modification of term loans 0.4 — — Third party fees relating to Third Amendment to our Senior Secured Credit Agreement — 1.0 — Other 0.3 0.3 — Other expense (income) $ (108.1) $ (1.5) $ 0.3 |
Schedule of reconciliation of cash, cash equivalents, and restricted cash | (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Cash and cash equivalents $ 313.3 $ 310.0 $ 207.1 Restricted cash 10.7 8.3 23.1 Total cash and cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 324.0 $ 318.3 $ 230.2 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
REVENUE RECOGNITION | |
Summary of cumulative effect of the changes made for the adoption of the new revenue standard | (In millions) Balance at Adjustments Due to ASC 606 Balance at Assets: Other long-term assets $ 475.9 $ 11.1 $ 487.0 Current liabilities: Deferred revenues and income 401.0 (10.0) 391.0 Long-term liabilities: Exhibitor services agreement 530.9 52.9 583.8 Stockholders' equity: Accumulated deficit (207.9) (31.8) (239.7) The disclosure of the impact of the adoption of ASC 606 on the Company’s consolidated statement of operations is as follows: Year Ended December 31, 2018 (In millions) Without Adoption of ASC 606 Adjustments As Reported Revenues: Admissions $ 3,386.4 $ (1.4) $ 3,385.0 Food and beverage 1,671.9 (0.4) 1,671.5 Other theatre 356.8 47.5 404.3 Total revenues 5,415.1 45.7 5,460.8 Operating costs and expenses: Operating expense, excluding depreciation and amortization 1,636.7 18.0 1,654.7 Non-cash interest expense related to NCM exhibitor service agreement — 41.5 41.5 Net earnings 123.9 (13.8) 110.1 |
Schedule of disaggregated revenue | Year Ended (In millions) December 31, 2018 Major revenue types Admissions $ 3,385.0 Food and beverage 1,671.5 Other theatre: Advertising 142.2 Other theatre 262.1 Other theatre 404.3 Total revenues $ 5,460.8 Year Ended (In millions) December 31, 2018 Timing of revenue recognition Products and services transferred at a point in time $ 5,218.7 Products and services transferred over time (1) 242.1 Total revenues $ 5,460.8 (1) Amounts primarily include advertising revenues. |
Schedule of contract balances | (In millions) December 31, 2018 December 31, 2017 Current assets: Receivables related to contracts with customers $ 183.2 $ 204.3 Miscellaneous receivables 76.3 67.2 Receivables, net $ 259.5 $ 271.5 (In millions) December 31, 2018 December 31, 2017 Current liabilities: Deferred revenue related to contracts with customers $ 412.8 $ 376.1 Miscellaneous deferred income 2.0 24.9 Deferred revenue and income $ 414.8 $ 401.0 |
Schedule of changes in customer contracts | Deferred Revenues Related to Contracts (In millions) with Customers Balance as of December 31, 2017 $ 376.1 Cumulative effect of initially applying ASC 606 (10.0) Cash received in advance (1) 463.4 Customer loyalty rewards accumulated, net of expirations: Admission revenues (2) 30.0 Food and beverage (2) 55.2 Other theatre (2) 8.9 Reclassification to revenue as the result of performance obligations satisfied: Admission revenues (3) (329.9) Food and beverage (3) (82.3) Other theatre (4) (97.0) Business combination - Nordic purchase price allocation (5) (2.3) Foreign currency translation adjustment 0.7 Balance as of December 31, 2018 $ 412.8 (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. (5) See Note 3 – Acquisitions for further information. 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, 2017 $ 530.9 Cumulative effect of initially applying ASC 606 52.9 Common Unit Adjustment – surrender of common units (1) (5.2) Reclassification of the beginning balance to other theatre revenue, as the result of performance obligations satisfied (14.6) Balance as of December 31, 2018 $ 564.0 (1) Represents the fair value amount of the NCM common units that were surrendered due to the annual Common Unit Adjustment. Such amount will reduce the deferred revenues that are being amortized to other theatre revenues over the remainder of the 30-year term of the ESA ending in February 2037. See Note 6 – Investments for further information. |
Schedule of components of liabilities included in the exhibitor services agreement | (In millions) Year Ended Year Ended Year Ended Year Ended Year Ended Years Ended Exhibitor services agreement $ 15.7 $ 16.8 $ 18.1 $ 19.4 $ 20.9 $ 473.1 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
ACQUISITION | |
Summary of unaudited pro forma financial information related to the Company's historical statement of operations | Actual Pro Forma Pro Forma Year Ended Year Ended Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Revenues $ 5,460.8 $ 5,156.0 $ 5,256.5 Operating income (loss) $ 265.0 $ 108.8 $ 191.8 Net earnings (loss) $ 110.1 $ (497.1) $ (88.0) Earnings (loss) per share: Basic $ 0.91 $ (3.88) $ (0.67) Diluted $ 0.41 $ (3.88) $ (0.67) |
Odeon | |
ACQUISITION | |
Summary of Allocation of the Purchase Price | (In millions) Final Cash $ 41.6 Receivables 26.2 Other current assets 58.1 Property 736.0 Intangible assets 114.4 Goodwill 924.7 Deferred tax asset 23.3 Other long-term assets 29.6 Accounts payable (78.9) Accrued expenses and other liabilities (120.3) Deferred revenues and income (20.0) 9% Senior Secured Note GBP due 2018 (382.9) 4.93% Senior Secured Note EUR due 2018 (213.7) Capital lease and financing lease obligations (368.2) Deferred tax liability (16.8) Other long-term liabilities (116.0) Total estimated purchase price $ 637.1 |
Carmike | |
ACQUISITION | |
Summary of Allocation of the Purchase Price | (In millions) Final Cash $ 86.5 Receivables 12.0 Other current assets 13.5 Property 637.3 Intangible assets 20.4 Goodwill 652.6 Other long-term assets 19.4 Accounts payable (37.0) Accrued expenses and other liabilities (53.3) Deferred revenues and income (20.6) Deferred tax asset (liability) 68.7 6% Senior Secured Notes due 2023 (242.1) Capital and financing lease obligations (223.7) Other long-term liabilities (75.5) Total estimated purchase price $ 858.2 |
Nordic | |
ACQUISITION | |
Summary of Allocation of the Purchase Price | (In millions) Final Cash $ 71.4 Restricted cash 5.9 Receivables 13.4 Other current assets 23.6 Property (1) 133.2 Intangible assets (1) (2) 22.1 Goodwill (3) 792.9 Deferred tax asset 0.9 Other long-term assets (6) 75.2 Accounts payable (30.2) Accrued expenses and other liabilities (36.1) Deferred revenues and income (41.2) Term Loan Facility (SEK) (144.4) Term Loan Facility (EUR) (169.5) Revolving Credit Facility (1) — Capital lease and financing lease obligations (1)(4) (10.0) Deferred tax liability (18.7) Other long-term liabilities (5) (33.6) Total estimated purchase price $ 654.9 (1) Amounts recorded for property include land, buildings, capital lease assets, leasehold improvements, furniture, fixtures and equipment. During the year ended December 31, 2018, the Company recorded measurement period adjustments primarily related to the preliminary valuation of property, intangible assets, equity method investments, financing lease obligations and related tax adjustments. (2) Additional information for intangible assets acquired on March 28, 2017 is presented below: Weighted Average Gross (In millions) Amortization Period Carrying Amount Acquired intangible assets: Amortizable intangible assets: Favorable leases 7.0 years $ 3.5 Favorable subleases 4.0 years 1.1 Screen advertising agreement 5.0 years 6.6 Trade name agreement 4.0 years 0.4 Total, amortizable 5.5 years $ 11.6 Unamortized intangible assets: Trade names $ 10.5 (3) Amounts recorded for goodwill are not expected to be deductible for tax purposes. (4) Including current portion of approximately $1.1 million. (5) Amounts recorded for other long-term liabilities include unfavorable leases of approximately $20.0 million with an amortization period of 9.3 years. (6) Includes equity method investments of $64.7 million. |
PROPERTY (Tables)
PROPERTY (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
PROPERTY | |
Summary of property | (In millions) December 31, 2018 December 31, 2017 Property owned: Land $ 104.6 $ 130.5 Buildings and improvements 878.2 949.9 Leasehold improvements 1,560.7 1,198.0 Furniture, fixtures and equipment 2,065.4 1,970.6 4,608.9 4,249.0 Less: accumulated depreciation 1,668.3 1,248.6 2,940.6 3,000.4 Property leased under capital leases: Building and improvements 127.8 134.4 Less: accumulated depreciation and amortization 28.8 18.3 99.0 116.1 $ 3,039.6 $ 3,116.5 |
Schedule of estimated useful lives | Buildings and improvements 5 to 45 years Leasehold improvements 1 to 20 years Furniture, fixtures and equipment 1 to 11 years |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
GOODWILL AND INTANGIBLE ASSETS | |
Schedule of Activity of Goodwill | Activity of goodwill is presented below: (In millions) U.S. International Total Balance as of December 31, 2016 3,044.8 888.2 3,933.0 Acquisition of Nordic — 872.1 872.1 Adjustments to acquisition of Nordic(1) — (72.8) (72.8) Adjustments to acquisition of Odeon(1) — 26.1 26.1 Adjustments to acquisition of Carmike(1) 27.8 — 27.8 Currency translation adjustment — 145.5 145.5 Balance as of December 31, 2017 $ 3,072.6 $ 1,859.1 $ 4,931.7 Adjustments to the acquisition of Nordic — (6.4) (6.4) Currency translation adjustment — (136.6) (136.6) Balance as of December 31, 2018 $ 3,072.6 $ 1,716.1 $ 4,788.7 (1) Change in goodwill from purchase price allocation adjustments. See Note 3 – Acquisitions for further information. (2) As of December 31, 2018, the goodwill for the Odeon Theatres reporting unit and the Nordic Theatres reporting unit was $940.1 million and $776.0 million, respectively. |
Schedule of detail of other intangible assets | December 31, 2018 December 31, 2017 Gross Gross Remaining Carrying Accumulated Carrying Accumulated (In millions) Useful Life Amount Amortization Amount Amortization Amortizable Intangible Assets: Favorable leases 1 to 40 years $ 206.0 $ (55.4) $ 209.8 $ (42.1) Management contracts and franchise rights 1 to 7 years 11.8 (6.2) 16.1 (5.5) Non-compete agreement 2 years 2.6 (1.5) 2.6 (1.0) Starplex trade name 8 years 7.9 (1.8) 7.9 (1.0) Carmike trade name 5 years 9.3 (2.7) 9.3 (1.4) NCM tax receivable agreement 18 years 20.9 (5.3) 20.9 (4.5) Total, amortizable $ 258.5 $ (72.9) $ 266.6 $ (55.5) Unamortized Intangible Assets: AMC trademark $ 104.4 $ 104.4 Odeon trade names 51.4 54.3 Nordic trade names 10.7 10.7 Total, unamortizable $ 166.5 $ 169.4 |
Schedule of amortization expense associated with the intangible assets | Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Recorded amortization $ 19.2 $ 20.0 $ 9.6 |
Schedule of estimated annual amortization for the next five fiscal years for intangible assets | (In millions) 2019 2020 2021 2022 2023 Projected annual amortization $ 16.8 $ 15.7 $ 14.4 $ 13.0 $ 12.2 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Investments | |
Schedule of Condensed Financial Information of Non-consolidated Equity Method Investments | December 31, 2018 (In millions) DCIP Other Total Current assets $ 57.9 $ 170.4 $ 228.3 Noncurrent assets 684.3 201.0 885.3 Total assets 742.2 371.4 1,113.6 Current liabilities 60.7 99.4 160.1 Noncurrent liabilities 132.1 207.7 339.8 Total liabilities 192.8 307.1 499.9 Stockholders’ equity (deficit) 549.5 64.3 613.8 Liabilities and stockholders’ equity (deficit) 742.2 371.4 1,113.6 The Company’s recorded investment (1) $ 152.5 $ 79.9 $ 232.4 December 31, 2017 (In millions) NCM DCIP Other Total Current assets $ 173.5 $ 56.3 $ 172.6 $ 402.4 Noncurrent assets 759.2 771.3 226.5 1,757.0 Total assets 932.7 827.6 399.1 2,159.4 Current liabilities 125.4 52.5 117.5 295.4 Noncurrent liabilities 923.3 302.4 70.5 1,296.2 Total liabilities 1,048.7 354.9 188.0 1,591.6 Stockholders’ equity (deficit) (116.0) 472.7 211.1 567.8 Liabilities and stockholders’ equity (deficit) 932.7 827.6 399.1 2,159.4 The Company’s recorded investment (1) $ 167.9 $ 129.6 $ 92.0 $ 389.5 (1) Certain differences in the Company’s recorded investments, and its proportional ownership share resulting from the acquisition of Holdings by Wanda on August 30, 2012, where the investments were recorded at fair value, are amortized to equity in (earnings) losses of non-consolidated entities over the estimated useful lives of the underlying assets and liabilities. Other non-amortizing differences are considered to represent goodwill and are evaluated for impairment annually. Condensed financial information of the Company’s significant non-consolidated equity method investments is shown below and amounts are presented under U.S. GAAP for the periods of ownership by the Company: Year Ended December 31, 2018 (In millions) NCM DCIP Other Total Revenues $ 193.9 $ 176.7 $ 532.2 $ 902.8 Operating costs and expenses 171.9 81.9 489.2 743.0 Net earnings $ 22.0 $ 94.8 $ 43.0 $ 159.8 (1) The NCM condensed financial information represents the period January 1, 2018 through the date the Sale closed July 5, 2018. Year Ended December 31, 2017 (In millions) NCM DCIP Other Total Revenues $ 426.1 $ 177.4 $ 581.9 $ 1,185.4 Operating costs and expenses 324.2 84.3 550.9 959.4 Net earnings (loss) $ 101.9 $ 93.1 $ 31.0 $ 226.0 Year Ended December 31, 2016 (In millions) NCM DCIP Other Total Revenues $ 447.6 $ 178.8 $ 494.7 $ 1,121.1 Operating costs and expenses 338.3 89.6 533.8 961.7 Net earnings (loss) $ 109.3 $ 89.2 $ (39.1) $ 159.4 |
Schedule of Components of Recorded Equity in Earnings (Losses) of Non-consolidated Entities | Year Ended Year Ended Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 National CineMedia (1) $ 17.9 $ (216.3) $ 17.6 Digital Cinema Implementation Partners, LLC 29.1 28.6 27.5 Other 39.7 2.5 2.6 The Company’s recorded equity (loss) in earnings $ 86.7 $ (185.2) $ 47.7 (1) Includes both NCM, LLC and NCM, Inc. |
Schedule of Changes in the Carrying Amount of Investment and Equity in Losses | Accumulated G&A: Mergers Exhibitor Other Equity in and Investment Services Comprehensive Cash (Earnings) Acquisitions Advertising (In millions) in NCM Agreement(1) (Income)/Loss Received Losses Expense (Revenue) Ending balance at December 31, 2015 $ 327.5 $ (377.6) $ (4.0) $ 22.7 $ (11.2) $ — $ (15.3) Exchange of common units 0.4 — — — — — — Receipt of excess cash distributions (21.6) — — 21.6 — — — Amortization of ESA — 18.4 — — — — (18.4) Equity in earnings 19.0 — — — (19.0) — — Equity in loss from amortization of basis difference (1.4) — — — 1.4 — — Ending balance at December 31, 2016 $ 323.9 $ (359.2) $ (4.0) $ 21.6 $ (17.6) $ — $ (18.4) Receipt of common units 235.2 (235.2) — — — — — Receipt of excess cash distributions (28.6) — — 28.6 — — — Surrender of common units for transferred theatres (36.4) 35.7 — — 0.7 — — Surrender of common units for make whole agreement (23.1) — — — 0.5 22.6 — Other-than-temporary impairment loss - held for sale (206.3) — — — 206.3 — — Units exchanged for NCM, Inc. common shares (116.5) — — — — — — Equity in earnings 15.3 — 1.5 — (16.8) — — Equity in loss from amortization of basis difference (2.4) — — — 2.4 — — Amortization of ESA — 27.8 — — — — (27.8) Ending balance at December 31, 2017 $ 161.1 $ (530.9) $ (2.5) $ 28.6 $ 193.1 $ 22.6 $ (27.8) ASC 606 revenue recognition change in amortization method — (52.9) — Surrender of common units for common unit adjustment (6.3) 5.2 — $ — $ 1.1 $ — $ — Receipt of excess cash distributions (15.3) — — 15.3 — — — Impairment loss - held for sale (14.4) — — — 14.4 — — Expenses on sale of NCM common units — — — (1.4) 1.4 — — Sale of NCM common units (128.3) — 2.4 156.8 (30.9) — — Equity in earnings 3.2 — 0.1 — (3.3) — — Amortization of ESA — 14.6 — — — — (14.6) Ending balance at December 31, 2018 $ — $ (564.0) $ — $ 170.7 $ (17.3) $ — $ (14.6) (1) Represents the unamortized portion of the ESA with NCM. Such amounts are being amortized to other theatre revenues over the remainder of the 30-year term of the ESA ending in 2037. See Note 1 – The Company and Significant Accounting Policies and Note 2 – Revenue Recognition f0r information on the effects of adopting ASC 606. |
DCM | |
Investments | |
Schedule of Transactions | As of As of (In millions) December 31, 2018 December 31, 2017 Due from DCM for on-screen advertising revenue $ 2.8 $ 4.6 Year Ended Year Ended Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 DCM screen advertising revenues $ 20.1 $ 23.3 $ 3.1 |
SV Holdco | |
Investments | |
Schedule of Transactions | As of As of (In millions) December 31, 2018 December 31, 2017 Due from Screenvision for on-screen advertising revenue $ 2.7 $ 3.1 Year Ended Year Ended Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Screenvision screen advertising revenues $ 15.1 $ 14.0 $ 1.6 |
DCIP | |
Investments | |
Schedule of Transactions | As of As of (In millions) December 31, 2018 December 31, 2017 Due from DCIP for warranty expenditures $ 3.4 $ 2.8 Deferred rent liability for digital projectors 7.8 8.1 (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Digital equipment rental expense $ 6.5 $ 5.7 $ 5.0 |
ACJV LLC | |
Investments | |
Schedule of Transactions | As of As of (In millions) December 31, 2018 December 31, 2017 Due to AC JV for Fathom Events programming 2.5 0.5 Year Ended Year Ended Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Film exhibition costs: Gross exhibition cost on Fathom Events programming $ 12.9 $ 12.5 $ 8.0 |
Nordic | |
Investments | |
Schedule of Transactions | As of As of (In millions) December 31, 2018 December 31, 2017 Due from Nordic JVs $ 2.6 $ 5.7 Due to Nordic JVs for management services 1.7 2.5 |
SUPPLEMENTAL BALANCE SHEET IN_2
SUPPLEMENTAL BALANCE SHEET INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
SUPPLEMENTAL BALANCE SHEET INFORMATION | |
Schedule of other assets and liabilities | (In millions) December 31, 2018 December 31, 2017 Other current assets: Prepaid rent $ 82.3 $ 63.9 Income taxes receivable 24.7 26.5 Prepaid insurance and other 17.5 50.2 Merchandise inventory 35.2 34.0 Other 38.1 28.0 $ 197.8 $ 202.6 Other long-term assets: Investments in real estate $ 16.2 $ 7.6 Deferred financing costs revolving credit facility 6.7 9.5 Investments in equity method investees 232.4 389.5 Less: Reclassified to held for sale (1) — (80.0) Computer software 104.3 83.7 Investment in common stock 30.9 15.0 Pension 25.7 26.9 Derivative asset 55.7 — Other 33.6 23.7 $ 505.5 $ 475.9 Accrued expenses and other liabilities: Taxes other than income $ 73.4 $ 87.6 Interest 32.6 27.5 Payroll and vacation 39.6 30.4 Current portion of casualty claims and premiums 11.2 11.0 Accrued bonus 39.6 18.5 Theatre and other closure 5.6 8.8 Accrued licensing and percentage rent 18.9 20.4 Current portion of pension 0.3 0.3 Other 157.3 146.6 $ 378.5 $ 351.1 Other long-term liabilities: Unfavorable lease obligations $ 176.6 $ 221.3 Deferred rent 518.5 467.7 Pension 54.6 62.7 Deferred gain 102.4 76.8 RealD deferred lease incentive 11.7 8.2 Casualty claims and premiums 15.2 17.1 Theatre and other closure 12.5 18.7 Other 71.6 31.3 $ 963.1 $ 903.8 (1) As of December 31, 2017, assets held for sale includes the fair market value of NCM units of $80.0 million. |
CORPORATE BORROWINGS AND CAPI_2
CORPORATE BORROWINGS AND CAPITAL AND FINANCING LEASE OBLIGATIONS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of the carrying value of corporate borrowings and capital and financing lease obligations | (In millions) December 31, 2018 December 31, 2017 Odeon Revolving Credit Facility Due 2022 (2.5% + Base Rate of 0.75% as of December 31, 2018) $ 11.9 $ — Senior Secured Credit Facility-Term Loan due 2022 (4.7051% as of December 31, 2018) 854.2 863.0 Senior Secured Credit Facility-Term Loan due 2023 (4.7051% as of December 31, 2018) 491.2 496.3 6.0% Senior Secured Notes due 2023 230.0 230.0 2.95% Senior Unsecured Convertible Notes due 2024 600.0 — 5.0% Promissory Note payable to NCM due 2019 1.3 2.8 5.875% Senior Subordinated Notes due 2022 375.0 375.0 6.375% Senior Subordinated Notes due 2024 (£500 million par value) 634.1 675.1 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 Capital and financing lease obligations, 5.75% - 11.5% Debt issuance costs (104.4) (103.7) Net premiums and (discounts) (64.4) 26.8 Derivative liability 24.0 — 5,283.2 4,886.7 Less: Current maturities (82.2) (87.7) $ 5,201.0 $ 4,799.0 |
Schedule of minimum annual payments required under existing capital and financing lease obligations (net present value thereof) and maturities of corporate borrowings | Minimum annual payments required under existing capital and financing lease obligations (net present value thereof) and maturities of corporate borrowings as of December 31, 2018 are as follows: Principal Capital and Financing Lease Obligations Amount of Minimum Lease Corporate (In millions) Payments Less Interest Principal Borrowings Total 2019 $ 100.7 $ 33.7 $ 67.0 $ 15.2 $ 82.2 2020 96.6 29.4 67.2 13.8 81.0 2021 87.8 25.2 62.6 13.8 76.4 2022 82.7 21.1 61.6 1,219.7 1,281.3 2023 70.4 17.3 53.1 701.3 754.4 Thereafter 331.5 82.7 248.8 2,904.1 3,152.9 Total $ 769.7 $ 209.4 $ 560.3 $ 4,867.9 $ 5,428.2 |
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 December 31, 2018: Carrying Value Carrying Value at Issuance on Additional (Increase) decrease to as of September 14, 2018 Deferred Charges Net Earnings December 31, 2018 Principal balance $ $ — $ — $ 600.0 Discount (90.4) — 3.7 (86.7) Debt issuance costs (12.5) (1.1) 0.6 (13.0) Derivative liability 90.4 — (66.4) 24.0 Carrying Value $ 587.5 $ (1.1) $ (62.1) $ 524.3 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 28, 2018 March 12, 2018 March 26, 2018 $ 0.20 $ 26.0 May 3, 2018 June 11, 2018 June 25, 2018 0.20 26.0 July 24, 2018 September 10, 2018 September 24, 2018 0.20 25.8 September 14, 2018 September 25, 2018 September 28, 2018 1.55 162.9 November 1, 2018 December 10, 2018 December 26, 2018 0.20 21.2 During the year ended December 31, 2018, the Company paid dividends and dividend equivalents of $258.1 million and accrued $4.0 million for the remaining unpaid dividends at December 31, 2018. The aggregate dividends paid for Class A common stock, Class B common stock, and dividend equivalents were approximately $122.0 million, $136.1 million, and $0.1 million, respectively. On February 15, 2019, the Company declared a cash dividend in the amount of $0.20 per share of Class A and Class B common stock, payable on March 25, 2019 to stockholders of record on March 11, 2019. The following is a summary of dividends and dividend equivalents declared to stockholders during the year ended December 31, 2017: Amount per Total Amount Share of Declared Declaration Date Record Date Date Paid Common Stock (In millions) February 14, 2017 March 13, 2017 March 27, 2017 0.20 26.2 April 27, 2017 June 5, 2017 June 19, 2017 0.20 26.5 August 3, 2017 September 11, 2017 September 25, 2017 0.20 26.5 October 27, 2017 December 4, 2017 December 18, 2017 0.20 25.9 |
Schedule of unrecognized stock based compensation | Amount Recognized Amount Expected to Expected to Year Ended Unrecognized Recognize Recognize Grant December 31, 2018 December 31, 2018 2019 2020 2018 Board of Directors $ 0.5 $ — $ — $ — 2018 RSU awards 3.3 6.7 3.4 3.3 2018 PSU awards 5.8 4.2 3.0 1.2 2017 RSU awards 1.8 1.4 1.4 — 2017 RSU NEO awards 1.3 1.3 1.3 — 2017 PSU awards — — — — 2016 RSU awards 1.1 — — — 2016 RSU NEO awards 1.1 — — — 2016 PSU awards — — — — $ 14.9 $ 13.6 $ 9.1 $ 4.5 |
Schedule of stock award granted | Vested Recognized Class A Upon Stock Award Agreement Common Stock Grant Year Granted Granted (in millions) 2018 28,055 $ 2017 13,684 2016 21,342 |
Schedule of restricted stock units granted | Recognized Restricted Stock Unit in 2018 Year Granted Units Granted (in millions) 2018 656,576 $ 2017 201,726 2016 145,739 $ |
Schedule of Nonvested RSU and PSU Activity | Weighted Average Shares of RSU Grant Date and PSU Fair Value Beginning balance at January 1, 2016 19,226 29.59 Granted 618,092 24.88 Vested (19,226) 29.59 Forfeited (7,767) 24.88 Cancelled (1) (53,815) 24.88 Beginning balance at January 1, 2017 556,510 $ 24.88 Granted 701,788 31.23 Vested (92,722) 24.88 Forfeited (44,309) 28.68 Cancelled (1) (37,426) 31.45 Beginning balance at January 1, 2018 1,083,841 $ 28.61 Granted 1,313,152 15.65 Vested (408,848) 21.68 Forfeited (53,698) 20.69 Nonvested at December 31, 2018 1,934,447 $ 21.50 (1) No PSU Transition Awards vested as the Company did not achieve the adjusted free cash flow or net earnings minimum performance target. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
INCOME TAXES | |
Schedule of component of income tax provision reflected in the consolidated statements of operations | Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Current: Federal $ (0.5) $ (13.4) $ 0.4 Foreign 5.0 5.3 1.5 State 15.5 4.4 2.0 Total current 20.0 (3.7) 3.9 Deferred: Federal 0.8 116.4 37.8 Foreign (7.5) (5.5) (4.1) State 0.3 46.9 0.4 Total deferred (6.4) 157.8 34.1 Total provision $ 13.6 $ 154.1 $ 38.0 |
Schedule of pre-tax income (losses) | Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Domestic $ 154.4 $ (362.3) $ 135.4 Foreign (30.7) 29.2 14.3 Total $ 123.7 $ (333.1) $ 149.7 |
Schedule of the difference between the effective tax rate on earnings (loss) from continuing operations before income taxes and the U.S. federal income tax statutory rate | Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Income tax expense at the federal statutory rate $ 26.0 $ (116.6) $ 52.4 Effect of: State income taxes 8.9 (17.6) 6.5 Increase (decrease) in reserve for uncertain tax positions 5.2 2.1 (19.2) Federal and state credits (5.9) (5.2) (2.7) Permanent items - transaction costs — 2.0 5.7 Permanent items - other 5.7 (9.4) 4.4 Foreign rate differential (5.9) (15.3) (2.2) Change in legislation — 88.6 (9.9) Other 9.7 4.9 0.2 Valuation allowance (30.1) 220.6 2.8 Income tax expense (benefit) $ 13.6 $ 154.1 $ 38.0 Effective income tax rate 11.0 % (46.3) % 25.4 % |
Schedule of significant components of deferred income tax assets and liabilities | December 31, 2018 December 31, 2017 Deferred Income Tax Deferred Income Tax (In millions) Assets Liabilities Assets Liabilities Tangible assets $ — $ (210.6) $ — $ (209.7) Accrued liabilities 13.6 — 17.0 — Intangible assets — (128.7) — (126.4) Receivables — (3.7) — (9.1) Investments 12.0 — — (64.0) Capital loss carryforwards 1.0 — — — Pension, postretirement and deferred compensation 21.9 — 22.0 — Corporate borrowings — (111.6) — (90.8) Deferred revenue 201.7 — 187.0 — Lease liabilities 165.6 — 165.7 — Capital and financing lease obligations 118.5 — 144.7 — Other credit carryovers 17.7 — 16.6 — Other comprehensive income — (1.0) — (0.4) Net operating loss carryforwards 214.2 — 265.1 — Total $ 766.2 $ (455.6) $ 818.1 $ (500.4) Less: Valuation allowance (323.6) — (338.4) — Net deferred income taxes $ 442.6 $ (455.6) $ 479.7 $ (500.4) |
Schedule of rollforward of the Company's valuation allowance for deferred tax assets | Additions Charged Balance at Charged Charged (Credited) to Beginning of (Credited) to (Credited) to Other Balance at (In millions) Period Expenses Goodwill Accounts(1) End of Period Calendar Year 2018 Valuation allowance-deferred income tax assets $ 338.4 (30.1) — 15.3 $ 323.6 Calendar Year 2017 Valuation allowance-deferred income tax assets $ 112.2 220.6 (9.1) 14.7 $ 338.4 Calendar Year 2016 Valuation allowance-deferred income tax assets $ 0.5 2.8 108.9 — $ 112.2 (1) Primarily relates to amounts resulting from the Company’s changes in deferred tax assets and associated valuation allowance that are not related to income statement activity as well as amounts charged to other comprehensive income. |
Schedule of reconciliation of the change in the amount of unrecognized tax benefits | Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Balance at beginning of period $ 15.3 $ 12.7 $ 30.1 Gross increases—current period tax positions 7.3 3.2 1.7 Gross decreases—prior period tax positions (0.6) 0.3 0.1 Favorable resolutions with authorities — — (19.2) Impact of legislation change — (0.9) — Balance at end of period $ 22.0 $ 15.3 $ 12.7 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
LEASES | |
Schedule, by calendar year, of future minimum rental payments required under existing operating leases and digital projector equipment leases payable to DCIP that have initial or remaining non-cancelable terms in excess of one year | Minimum operating (In millions) lease payments 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 |
Summary of rent expense | Year Ended Year Ended Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Minimum rentals $ 678.1 $ 682.7 $ 440.5 Common area expenses 104.3 97.4 51.0 Percentage rentals based on revenues 15.4 14.3 14.0 Rent 797.8 794.4 505.5 General and administrative and other 29.7 26.3 7.6 Total $ 827.5 $ 820.7 $ 513.1 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of plan's change in benefit obligations and plan assets and the accrued liability for benefit costs included in the Consolidated Balance Sheets | U.S. Pension Benefits Year Ended (In millions) December 31, 2018 December 31, 2017 Change in benefit obligation: Benefit obligation at beginning of period $ 117.4 $ 109.0 Interest cost 4.0 4.2 Actuarial (gain) loss (12.3) 12.0 Benefits paid (3.9) (7.8) Settlement paid (4.5) — Settlement loss 0.4 — Benefit obligation at end of period $ 101.1 $ 117.4 International Pension Benefits Year Ended (In millions) December 31, 2018 December 31, 2017(1) Change in benefit obligation: Benefit obligation at beginning of period $ 110.1 $ 93.3 Acquisition — 11.7 Service cost 0.5 0.4 Interest cost 2.6 3.0 Plan participants’ contributions — — Actuarial (gain) loss (4.1) 1.1 Plan amendment 0.8 — Benefits paid (2.8) (3.2) Administrative expenses — — Settlement paid (1.4) (6.0) Currency translation adjustment (7.1) 9.8 Benefit obligation at end of period $ 98.6 $ 110.1 (1) Activity for calendar 2017 reflects activity for the International Pension Benefits assumed from Odeon in November 2016 and Nordic assumed in March 2017. U.S. Pension Benefits Year Ended (In millions) December 31, 2018 December 31, 2017 Change in plan assets: Fair value of plan assets at beginning of period $ 70.2 $ 65.3 Actual return on plan assets gain (2.6) 9.9 Employer contribution 4.0 2.7 Benefits paid (2.3) (6.1) Administrative expense (1.6) (1.6) Settlement paid (4.5) — Fair value of plan assets at end of period $ 63.2 $ 70.2 Net liability for benefit cost: Funded status $ (37.9) $ (47.2) International Pension Benefits Year Ended (In millions) December 31, 2018 December 31, 2017 Change in plan assets: Fair value of plan assets at beginning of period $ 121.1 $ 111.1 Acquisition — — Actual return on plan assets gain (2.5) 7.6 Employer contribution — 1.1 Benefits paid (2.7) (3.2) Settlement paid (1.4) (6.0) Currency translation adjustment (7.3) 10.5 Fair value of plan assets at end of period $ 107.2 $ 121.1 Net asset for benefit cost: Funded status $ 8.6 $ 11.1 U.S. Pension Benefits International Pension Benefits (In millions) December 31, 2018 December 31, 2017 December 31, 2018 December 31, 2017 Amounts recognized in the Balance Sheet: Other long-term assets $ — $ — $ 25.7 $ 26.9 Accrued expenses and other liabilities (0.3) (0.3) — — Other long-term liabilities (37.5) (46.9) (17.1) (15.8) Net asset (liability) recognized $ (37.8) $ (47.2) $ 8.6 $ 11.1 |
Summary of pension plans with accumulated benefit obligations and projected benefit obligations in excess of plan assets | U.S. Pension Benefits International Pension Benefits (In millions) December 31, 2018 December 31, 2017 December 31, 2018 December 31, 2017 Aggregated accumulated benefit obligation $ (101.1) $ (117.4) $ (95.8) $ (107.4) Aggregated projected benefit obligation (101.1) (117.4) (98.6) (110.1) Aggregated fair value of plan assets 63.2 70.2 107.2 121.1 |
Schedule of components of amounts recognized in accumulated other comprehensive income | U.S. Pension Benefits International Pension Benefits (In millions) December 31, 2018 December 31, 2017 December 31, 2018 December 31, 2017 Net actuarial (gain) loss $ 5.0 $ 11.4 $ 1.6 $ (2.8) Prior service credit — — 0.8 — |
Schedule of weighted-average assumptions used to determine benefit obligations | U.S. Pension Benefits International Pension Benefits December 31, 2018 December 31, 2017 December 31, 2018 December 31, 2017 Discount rate Rate of compensation increase N/A N/A |
Schedule of weighted-average assumptions used to determine net periodic benefit cost | U.S. Pension Benefits International Pension Benefits Year Ended Year Ended December 31, 2018 December 31, 2017 December 31, 2016 December 31, 2018 December 31, 2017 December 31, 2016 Discount rate Weighted average expected long-term return on plan assets Rate of compensation increase N/A N/A N/A |
Schedule of benefits expected to be paid | (In millions) U.S. Pension Benefits International Pension Benefits 2019 $ 4.0 $ 2.7 2020 3.8 2.7 2021 4.3 2.8 2022 5.2 2.8 2023 4.7 2.9 Years 2024 - 2028 28.3 15.6 |
Schedule of target allocations for plan assets | U.S. Target Asset Category Allocation Fixed(1) Equity Securities—U.S. Equity Securities—International Collective trust fund Private Real Estate (1) Includes U.S. Treasury Securities and Bond market fund. |
Schedule of fair value of the pension plan assets | The fair value of the U.S. pension plan assets at December 31, 2018, by asset class is as follows: Fair Value Measurements at December 31, 2018 Using Total Carrying Quoted prices in Significant other Significant Value at active market observable inputs unobservable inputs (In millions) December 31, 2018 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ 0.4 $ 0.4 $ — $ — Equity securities: U.S. companies 1.3 1.3 — — International companies 1.0 1.0 — — Bond market fund 1.4 1.4 — — Private real estate 9.0 — 9.0 — Investments at net asset value(1) 50.1 — — — Total assets at fair value $ 63.2 $ 4.1 $ 9.0 $ — (1) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value of the International Pension Benefits assets at December 31, 2018, by asset class is as follows: Fair Value Measurements at December 31, 2018 Using Total Carrying Quoted prices in Significant other Significant Value at active market observable inputs unobservable inputs (In millions) December 31, 2018 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ 0.9 $ 0.9 $ — $ — Bond market fund 80.0 — 80.0 — Private real estate 0.1 — 0.1 — Investments at net asset value(1) 26.2 — — — Total assets at fair value $ 107.2 $ 0.9 $ 80.1 $ — (1) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value of the U.S. pension plan assets at December 31, 2017, by asset class is as follows: Fair Value Measurements at December 31, 2017 Using Total Carrying Quoted prices in Significant other Significant Value at active market observable inputs unobservable inputs (In millions) December 31, 2017 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ 0.1 $ 0.1 $ — $ — Equity securities: U.S. companies 1.8 1.8 — — International companies 1.3 1.3 — — Bond market fund 1.4 1.4 — — Private real estate 9.7 — 9.7 — Investments at net asset value(1) 55.9 — — — Total assets at fair value $ 70.2 $ 4.6 $ 9.7 $ — (1) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. |
U.S. Pension Benefits | |
Schedule of Net Periodic Benefit (Credit) Recognized for the Plans | U.S. Pension Benefits Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Components of net periodic benefit cost: Interest cost $ 4.0 $ 4.2 $ 4.3 Expected return on plan assets (3.2) (3.2) (3.5) Settlement loss 0.4 — — Net periodic benefit cost $ 1.2 $ 1.0 $ 0.8 |
Summary of changes in other comprehensive income: | U.S. Pension Benefits Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Net (gain) loss $ (6.3) $ 5.4 $ 0.6 Amortization of net gain (0.1) — — Total recognized in other comprehensive (income) loss $ (6.4) $ 5.4 $ 0.6 Net periodic benefit cost 1.2 1.0 0.8 Total recognized in net periodic benefit cost (credit) and other comprehensive (income) loss $ (5.2) $ 6.4 $ 1.4 |
Schedule of amounts in accumulated other comprehensive income expected to be recognized in components of net periodic pension cost | U.S. Pension (In millions) Benefits Net actuarial loss $ 1.6 |
International Pension Benefits and Terminated U.S. Retiree Health Plan | |
Schedule of Net Periodic Benefit (Credit) Recognized for the Plans | International Pension Benefits Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Components of net periodic benefit cost: Service cost $ 0.5 $ 0.4 $ — Interest cost 2.6 3.0 0.2 Expected return on plan assets (3.2) (3.5) (0.3) Amortization of net loss 0.1 0.1 — Settlement (gain) loss (0.1) (0.4) — Net periodic benefit credit $ (0.1) $ (0.4) $ (0.1) |
Summary of changes in other comprehensive income: | International Pension Benefits Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Net (gain) loss $ 1.6 $ (2.8) $ (0.1) Prior service credit 0.8 — — Settlement 0.1 — — Allocated tax expense (benefit) (0.4) 0.4 — Total recognized in other comprehensive (income) loss $ 2.1 $ (2.4) $ (0.1) Net periodic benefit cost (credit) (0.1) (0.4) (0.1) Total recognized in net periodic benefit cost (credit) and other comprehensive (income) loss $ 2.0 $ (2.8) $ (0.2) |
Schedule of amounts in accumulated other comprehensive income expected to be recognized in components of net periodic pension cost | International Pension (In millions) Benefits Net actuarial loss $ 0.2 |
Schedule of fair value of the pension plan assets | Fair Value Measurements at December 31, 2017 Using Total Carrying Quoted prices in Significant other Significant Value at active market observable inputs unobservable inputs (In millions) December 31, 2017 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ 0.5 $ 0.5 $ — $ — Bond market fund 83.4 — 83.4 — Private real estate 6.4 — 6.4 — Investments at net asset value(1) 30.8 — — — Total assets at fair value $ 121.1 $ 0.5 $ 89.8 $ — (1) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. |
THEATRE AND OTHER CLOSURE AND_2
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS | |
Rollforward of Reserves for Theatre and Other Closure and Disposition of Assets | Year Ended Year Ended Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Beginning balance, December 31, 2018, December 31, 2017 and December 31, 2016, respectively $ 27.5 $ 34.6 $ 43.0 Theatre and other closure expense 2.7 3.0 5.2 Transfer of assets and liabilities 1.0 1.2 — Foreign currency translation adjustment (0.5) 1.0 (1.4) Cash payments (12.6) (12.3) (12.2) Ending balance $ 18.1 $ 27.5 $ 34.6 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Fair Value Hierarchy of Financial Assets Carried at Fair Value on a Recurring Basis | Fair Value Measurements at December 31, 2018 Using Significant Total Carrying Quoted prices in Significant other unobservable Value at active market observable inputs inputs (In millions) December 31, 2018 (Level 1) (Level 2) (Level 3) Other long-term assets: Money market mutual funds $ 0.5 $ 0.5 $ — $ — Equity securities, available-for-sale: Derivative asset 55.7 — — 55.7 Investments measured at net asset value (1) 9.6 — — — Total assets at fair value $ 65.8 $ 0.5 $ — $ 55.7 Other long-term liabilities: Derivative liability $ 24.0 $ — $ — $ 24.0 Total liabilities at fair value $ 24.0 $ — $ — $ 24.0 Fair Value Measurements at December 31, 2017 Using Significant Total Carrying Quoted prices in Significant other unobservable Value at active market observable inputs inputs (In millions) December 31, 2017 (1) (Level 1) (Level 2) (Level 3) Other long-term assets: Money market mutual funds $ 0.6 $ 0.6 $ — $ — Equity securities, available-for-sale: Investments measured at net asset value(1) 9.8 — — — Total assets at fair value $ 10.4 $ 0.6 $ — $ — (1) The investments relate to a non-qualified deferred compensation arrangement on behalf of certain management. The Company has an equivalent liability for this related-party transaction recorded in other long-term liabilities for the deferred compensation obligation. These investments are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. |
Summary of fair value hierarchy of the Company's assets that were measured at fair value on a nonrecurring basis | The following table summarizes the fair value hierarchy of the Company’s assets that were measured at fair value on a nonrecurring basis: Fair Value Measurements at December 31, 2018 Using Significant other Significant Total Carrying Quoted prices in observable unobservable Value at active market inputs inputs Total (In millions) December 31, 2018 (Level 1) (Level 2) (Level 3) Losses Property, net: Property owned, net $ 17.3 $ — $ — $ 17.3 $ 13.8 Fair Value Measurements at December 31, 2017 Using Significant other Significant Total Carrying Quoted prices in observable unobservable Value at active market inputs inputs Total (In millions) December 31, 2017 (Level 1) (Level 2) (Level 3) Losses Property, net: Property owned, net $ 7.7 $ — $ — $ 7.7 $ 43.6 |
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 December 31, 2018 Using Significant other Significant Total Carrying Quoted prices in observable unobservable Value at active market inputs inputs (In millions) December 31, 2018 (Level 1) (Level 2) (Level 3) Current maturities of corporate borrowings $ 15.2 $ — $ 13.4 $ 1.4 Corporate borrowings 4,707.8 — 3,909.2 475.2 Fair Value Measurements at December 31, 2017 Using Significant other Significant Total Carrying Quoted prices in observable unobservable Value at active market inputs inputs (In millions) December 31, 2017 (Level 1) (Level 2) (Level 3) Current maturities of corporate borrowings $ 15.2 $ — $ 14.0 $ 1.4 Corporate borrowings 4,220.1 — 4,304.9 1.4 |
OPERATING SEGMENT (Tables)
OPERATING SEGMENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
OPERATING SEGMENTS | |
Schedule of financial information by reportable operating segment | Year Ended Revenues (In millions) December 31, 2018 December 31, 2017 December 31, 2016 U.S. markets $ 4,013.2 $ 3,723.5 $ 3,117.0 International markets 1,447.6 1,355.7 118.9 Total revenues $ 5,460.8 $ 5,079.2 $ 3,235.9 Year Ended Adjusted EBITDA (1) (In millions) December 31, 2018 December 31, 2017 December 31, 2016 U.S. markets (2) $ 700.5 $ 610.0 $ 573.6 International markets 228.7 212.5 28.4 Total Adjusted EBITDA $ 929.2 $ 822.5 $ 602.0 Year Ended Capital Expenditures (In millions) December 31, 2018 December 31, 2017 December 31, 2016 U.S. markets $ 395.6 $ 543.7 $ 412.7 International markets 180.7 83.1 9.0 Total capital expenditures $ 576.3 $ 626.8 $ 421.7 (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, (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 the Company’s 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 the Company’s debt indentures. (2) Distributions from NCM are reported entirely within the U.S. markets segment. |
Schedule of information about the Company's revenues from continuing operations and assets by geographic area | Year Ended Revenues (In millions) December 31, 2018 December 31, 2017 December 31, 2016 United States $ 4,013.2 $ 3,723.5 $ 3,117.0 United Kingdom 513.5 509.8 56.9 Spain 193.9 187.1 20.0 Sweden 192.1 154.2 — Italy 178.5 185.5 21.0 Germany 114.3 129.7 14.1 Finland 101.7 77.3 — Ireland 40.7 38.5 3.2 Other foreign countries 112.9 73.6 3.7 Total $ 5,460.8 $ 5,079.2 $ 3,235.9 As of As of Long-term assets, net (In millions) December 31, 2018 December 31, 2017 United States $ 5,826.5 $ 5,866.8 International 2,888.0 3,066.7 Total long-term assets (1) $ 8,714.5 $ 8,933.5 (1) Long-term assets are comprised of property, intangible assets, goodwill, deferred income tax assets and other long-term assets. |
Schedule of reconciliation of net earnings to Adjusted EBITDA | Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Net earnings (loss) $ 110.1 $ (487.2) $ 111.7 Plus: Income tax provision (benefit) 13.6 154.1 38.0 Interest expense 342.3 274.0 121.5 Depreciation and amortization 537.8 538.6 268.2 Impairment of long-lived assets 13.8 43.6 5.5 Certain operating expenses (1) 24.0 20.6 20.2 Equity in (earnings) loss of non-consolidated entities (2) (86.7) 185.2 (47.7) Cash distributions from non-consolidated entities (3) 35.2 45.4 40.1 Attributable EBITDA (4) 7.3 3.4 — Investment income (6.2) (22.6) (10.2) Other expense (income) (5) (108.2) (1.3) — General and administrative — unallocated: Merger, acquisition and transaction costs (6) 31.3 63.0 47.9 Stock-based compensation expense (7) 14.9 5.7 6.8 Adjusted EBITDA $ 929.2 $ 822.5 $ 602.0 (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 year ended December 31, 2018, the Company recorded equity in earnings related to AMC’s sale of all remaining NCM units of $28.9 million and a gain of $30.1 million related to the Screenvision merger. Equity in earnings of non-consolidated entities also includes loss on the surrender (disposition) of a portion of AMC’s investment in NCM of $1.1 million during the year ended December 31, 2018. Equity in (earnings) loss of non-consolidated entities includes a lower of carrying value or fair value impairment loss of the held-for sale portion of our investment in NCM of $16.0 million for the year ended December 31, 2018. Equity in (earnings) loss of non-consolidated entities includes an other-than-temporary impairment charge of $208.0 million to reduce the carrying value of the Company’s investment in NCM to Level 1 fair value during the year ended December 31, 2017. An other-than-temporary impairment charge of $204.5 million was recorded on the Company’s units and shares at the publicly quoted per share price on June 30, 2017, of $7.42 and an other-than-temporary impairment charge of $3.5 million was recorded on the Company’s units and shares at the publicly quoted per share price on December 31, 2017 of $6.86, based on the Company’s determination that the decline in the price per share during the respective quarters was other than temporary. Equity in (earnings) loss of non-consolidated entities includes loss on the sale of a portion of the Company’s investment in NCM of $22.2 million during the year ended December 31, 2017. (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 the Company’s operations. (4) Attributable EBITDA includes the EBITDA from minority equity investments in theatre operators in certain international markets. See below for a reconciliation of the Company’s equity earnings of non-consolidated entities to attributable EBITDA. Because these equity investments are in theatre operators in regions where the Company holds a significant market share, the Company believes attributable EBITDA is more indicative of the performance of these equity investments and management uses this measure to monitor and evaluate these equity investments. The Company also provides services to these theatre operators including information technology systems, certain on-screen advertising services and our gift card and package ticket program. As these investments relate only to the Company’s Nordic acquisition, the second quarter of 2017 represents the first time the Company has made this adjustment and does not impact prior historical presentations of Adjusted EBITDA. Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Equity in (earnings) loss of non-consolidated entities $ (86.7) $ 185.2 $ (47.7) Less: Equity in (earnings) loss of non-consolidated entities excluding international theatre JV's (81.9) 187.0 (47.7) Equity in earnings (loss) of International theatre JV's 4.8 1.8 — Income tax provision 0.4 — — Investment income (0.5) — — Depreciation and amortization 2.6 1.6 — Attributable EBITDA $ 7.3 $ 3.4 $ — (5) Other expense (income) for the year ended December 31, 2018 includes financing losses and financing related foreign currency transaction losses. During the year ended December 31, 2018, the Company recorded a gain of $111.4 million as a result of a decrease in fair value of our derivative liability and an increase in fair value of our derivative asset for the Convertible Notes due 2024. Other income for the year ended December 31, 2017 includes $3.0 million financing related foreign currency transaction gains, partially offset by $1.3 million in fees relating to third-party fees related to the Third Amendment to the Company’s Senior Secured Credit Agreement, and a $0.4 million loss on the redemption of the Bridge Loan Facility. (6) Merger, acquisition and transition costs are excluded as they are non-operating in nature. (7) Non-cash or non-recurring expense included in general and administrative: other |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2017 $ 129.9 $ (6.6) $ 0.6 $ 1.7 $ 125.6 Other comprehensive income (loss) before reclassifications (127.7) 4.2 — 0.2 (123.3) Amounts reclassified from accumulated other comprehensive income 1.0 — — (2.2) (1.2) Other comprehensive income (loss) (126.7) 4.2 — (2.0) (124.5) Adoption of ASU 2016-01 - reclassification to retained earnings — — (0.6) — (0.6) Adoption of ASU 2018-02 - reclassification to retained earnings 4.0 0.6 — 0.4 5.0 Balance, December 31, 2018 $ 7.2 $ (1.8) $ — $ 0.1 $ 5.5 Unrealized Net Unrealized Net Pension and Gain from Gain from Equity Foreign Other Marketable Method Investees’ (In millions) Currency Benefits (1) Securities Cash Flow Hedge Total Balance, December 31, 2016 $ (1.8) $ (3.6) $ 0.3 $ 2.6 $ (2.5) Other comprehensive income before reclassifications 131.7 — 0.7 — 132.4 Amounts reclassified from accumulated other comprehensive income — (3.0) (0.4) (0.9) (4.3) Other comprehensive income (loss) 131.7 (3.0) 0.3 (0.9) 128.1 Balance, December 31, 2017 $ 129.9 $ (6.6) $ 0.6 $ 1.7 $ 125.6 (1) See Note 12 – Employee Benefit Plans for further information regarding amounts reclassified from accumulated other comprehensive income. |
Schedule of Tax Effects Allocated to Each Component of Other Comprehensive Income | Year Ended December 31, 2018 December 31, 2017 December 31, 2016 Tax Tax Tax Pre-Tax (Expense) Net-of-Tax Pre-Tax (Expense) Net-of-Tax Pre-Tax (Expense) Net-of-Tax (In millions) Amount Benefit Amount Amount Benefit Amount Amount Benefit Amount Unrealized foreign currency translation adjustment (1) $ (127.5) $ (0.2) $ (127.7) $ 142.6 $ (10.9) $ 131.7 $ (3.1) $ (0.8) $ (3.9) Realized loss on foreign currency transactions 1.0 — 1.0 — — — — — — Pension and other benefit adjustments: — Net gain (loss) arising during the period 3.8 0.4 4.2 (2.6) (0.4) (3.0) (0.5) 0.2 (0.3) Marketable securities: Unrealized net holding gain (loss) arising during the period — — — 1.2 (0.5) 0.7 1.0 (0.4) 0.6 Realized net gain reclassified into investment expense (income) — — — (0.6) 0.2 (0.4) (3.0) 1.2 (1.8) Equity method investees' cash flow hedge: Unrealized net holding gain (loss) arising during the period 0.2 — 0.2 — — — (0.5) 0.2 (0.3) Realized net (gain) loss reclassified into equity in earnings of non-consolidated entities (2.2) — (2.2) (1.5) 0.6 (0.9) 0.5 (0.1) 0.4 Other comprehensive income (loss) $ (124.7) $ 0.2 $ (124.5) $ 139.1 $ (11.0) $ 128.1 $ (5.6) $ 0.3 $ (5.3) (1) Deferred tax impacts of foreign currency translation for the Odeon and Nordic international operations acquired during 2016 and 2017 have not been recorded due to the Company’s intent to remain permanently invested. |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
EARNINGS (LOSS) PER SHARE | |
Schedule of Computation of basic and diluted earnings (loss) per common share | Year Ended Year Ended Year Ended (In millions) December 31, 2018 December 31, 2017 December 31, 2016 Numerator: Net earnings (loss) for basic earnings (loss) per share $ 110.1 $ (487.2) $ 111.7 Calculation of Net earnings for diluted earnings (loss) per share Marked-to-market (gain) on derivative liability (66.4) — — Interest expense for Convertible Notes due 2024 9.7 — — Net earnings available for diluted earnings $ 53.4 $ (487.2) $ 111.7 Denominator (shares in thousands): Weighted average shares for basic earnings per common share 120,621 128,246 98,838 Common equivalent shares for RSUs and PSUs 29 — 34 Common equivalent shares if converted: convertible notes 2024 9,455 — — Weighted average shares for diluted earnings per common share 130,105 128,246 98,872 Basic earnings (loss) per common share: $ 0.91 $ (3.80) $ 1.13 Diluted earnings (loss) per common share: $ 0.41 $ (3.80) $ 1.13 |
SUPPLEMENTAL FINANCIAL INFORM_2
SUPPLEMENTAL FINANCIAL INFORMATION BY QUARTER (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
SUPPLEMENTAL FINANCIAL INFORMATION By QUARTER (UNAUDITED) | |
Schedule of supplemental financial information (unaudited) consolidated statements of operations by quarter | 2018 Quarter Quarter Quarter Quarter Year Ended Ended Ended Ended Ended March 31, June 30, September 30, December 31, December 31, (In millions, except per share data) 2018 2018 2018 2018 2018 Total revenues $ $ $ $ $ Operating income (loss) 89.7 (21.9) 87.3 265.0 Net earnings (loss) (1) $ $ 22.2 $ (100.4) $ 170.6 $ 110.1 Basic earnings (loss) per share: $ $ 0.17 $ (0.82) $ 1.65 $ 0.91 Diluted earnings (loss) per share: $ $ 0.17 $ (0.82) $ 0.43 $ 0.41 Weighted average shares outstanding: (in thousands) Basic Diluted (1) In the fourth quarter of calendar 2018, the Company recorded $165.5 million of other income related to derivative assets and liabilities. See Note 8 – Corporate Borrowings and Capital and Financing Lease Obligations for a discussion of the derivative asset and derivative liability gains. 2017 Quarter Quarter Quarter Quarter Year Ended Ended Ended Ended Ended March 31, June 30, September 30, December 31, December 31, (In millions, except per share data) 2017 2017 2017 2017 2017 Total revenues $ 1,281.4 $ 1,202.3 $ 1,178.7 $ 1,416.8 $ 5,079.2 Operating income (loss) 55.3 (19.5) (4.1) 70.3 102.0 Net earnings (1) $ 8.4 $ (176.5) $ (42.7) $ (276.4) $ (487.2) Basic earnings (loss) per share: $ 0.07 $ (1.35) $ (0.33) $ (2.14) $ (3.80) Diluted earnings (loss) per share: $ 0.07 $ (1.35) $ (0.33) $ (2.14) $ (3.80) Weighted average shares outstanding: (in thousands) Basic Diluted (1) In the fourth quarter of calendar 2017, the Company recorded the impact of the change in the U.S. enacted federal income tax rate from 35% to 21% which reduced its deferred tax assets. In the fourth quarter and in connection with the preparation of its 2017 consolidated financial statements, the Company also determined that realization of its deferred tax assets in the U.S. tax jurisdictions was not more likely than not, primarily as a result of cumulative net losses recorded for three years and the Company recorded a full valuation allowance for its deferred tax assets in U.S. tax jurisdictions. As a result of the change in enacted tax rate and recording a full valuation allowance for the Company’s deferred tax assets in U.S. tax jurisdictions, the Company recorded a charge to its income tax provision in the fourth quarter of approximately $310.0 million. |
CONDENSED CONSOLIDATING FINAN_2
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
Schedule of Condensed Statements of Operations | Year Ended December 31, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 2,006.5 $ 1,378.5 $ — $ 3,385.0 Food and beverage — 1,041.7 629.8 — 1,671.5 Other theatre — 227.5 176.8 — 404.3 Total revenues — 3,275.7 2,185.1 — 5,460.8 Operating costs and expenses Film exhibition costs — 1,091.9 618.3 — 1,710.2 Food and beverage costs — 156.8 114.1 — 270.9 Operating expense, excluding depreciation and amortization — 931.4 723.3 — 1,654.7 Rent — 484.1 313.7 — 797.8 General and administrative: Merger, acquisition and transaction costs — 16.8 14.5 — 31.3 Other, excluding depreciation and amortization — 112.5 66.8 — 179.3 Depreciation and amortization — 285.4 252.4 — 537.8 Impairment of long-lived assets — 6.1 7.7 — 13.8 Operating costs and expenses — 3,085.0 2,110.8 — 5,195.8 Operating income — 190.7 74.3 — 265.0 Other expense (income): Equity in net earnings of subsidiaries (14.5) (75.4) — 89.9 — Other expense (income) (110.5) 1.7 0.7 — (108.1) Interest expense: Corporate borrowings 256.7 263.1 5.9 (263.4) 262.3 Capital and financing lease obligations — 6.8 31.7 — 38.5 Non-cash NCM exhibitor service agreement — 41.5 — — 41.5 Equity in earnings of non-consolidated entities — (50.5) (36.2) — (86.7) Investment income (241.8) (27.1) (0.7) 263.4 (6.2) Total other expense (income) (110.1) 160.1 1.4 89.9 141.3 Earnings before income taxes 110.1 30.6 72.9 (89.9) 123.7 Income tax provision (benefit) — 16.1 (2.5) — 13.6 Net earnings $ 110.1 $ 14.5 $ 75.4 $ (89.9) $ 110.1 Consolidating Statement of Operations Year Ended December 31, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 1,906.1 $ 1,323.4 $ — $ 3,229.5 Food and beverage — 956.1 592.3 — 1,548.4 Other theatre — 168.1 133.2 — 301.3 Total revenues — 3,030.3 2,048.9 — 5,079.2 Operating costs and expenses Film exhibition costs — 1,001.8 602.5 — 1,604.3 Food and beverage costs — 138.9 113.2 — 252.1 Operating expense, excluding depreciation and amortization — 873.6 674.4 — 1,548.0 Rent — 496.7 297.7 — 794.4 General and administrative: Merger, acquisition and transaction costs — 58.3 4.7 — 63.0 Other, excluding depreciation and amortization 2.0 81.8 49.4 — 133.2 Depreciation and amortization — 290.7 247.9 — 538.6 Impairment of long-lived assets — 43.6 — — 43.6 Operating costs and expenses 2.0 2,985.4 1,989.8 — 4,977.2 Operating income (loss) (2.0) 44.9 59.1 — 102.0 Other expense (income): Equity in net (earnings) loss of subsidiaries 472.5 (31.9) — (440.6) — Other expense (income) — (0.9) (0.6) — (1.5) Interest expense: Corporate borrowings 230.3 239.0 1.3 (239.0) 231.6 Capital and financing lease obligations — 7.7 34.7 — 42.4 Equity in (earnings) loss of non-consolidated entities — 192.2 (7.0) — 185.2 Investment (income) expense (217.6) (43.0) (1.0) 239.0 (22.6) Total other expense 485.2 363.1 27.4 (440.6) 435.1 Earnings (loss) before income taxes (487.2) (318.2) 31.7 440.6 (333.1) Income tax provision (benefit) — 154.3 (0.2) — 154.1 Net earnings (loss) $ (487.2) $ (472.5) $ 31.9 $ 440.6 $ (487.2) Consolidating Statement of Operations Year Ended December 31, 2016: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 1,945.1 $ 104.3 $ — $ 2,049.4 Food and beverage — 972.9 46.2 — 1,019.1 Other theatre — 152.4 15.0 — 167.4 Total revenues — 3,070.4 165.5 — 3,235.9 Operating costs and expenses Film exhibition costs — 1,040.0 49.5 — 1,089.5 Food and beverage costs — 134.2 8.0 — 142.2 Operating expense, excluding depreciation and amortization — 830.8 42.7 — 873.5 Rent — 491.1 14.4 — 505.5 General and administrative: Merger, acquisition and transaction costs — 46.9 1.0 — 47.9 Other, excluding depreciation and amortization 2.0 84.0 4.0 — 90.0 Depreciation and amortization — 252.9 15.3 — 268.2 Impairment of long-lived assets — 5.5 — — 5.5 Operating costs and expenses 2.0 2,885.4 134.9 — 3,022.3 Operating income (loss) (2.0) 185.0 30.6 — 213.6 Other expense (income): Equity in net (earnings) loss of subsidiaries (119.7) (32.7) — 152.4 — Other expense (income) — 0.4 (0.1) — 0.3 Interest expense: Corporate borrowings 110.5 123.7 — (123.5) 110.7 Capital and financing lease obligations — 8.5 2.3 — 10.8 Equity in earnings of non-consolidated entities — (46.9) (0.8) — (47.7) Investment income (104.5) (28.3) (0.9) 123.5 (10.2) Total other expense (income) (113.7) 24.7 0.5 152.4 63.9 Earnings before income taxes 111.7 160.3 30.1 (152.4) 149.7 Income tax provision (benefit) — 40.6 (2.6) — 38.0 Net earnings $ 111.7 $ 119.7 $ 32.7 $ (152.4) $ 111.7 |
Schedule of Condensed Statements of Comprehensive Income | Year Ended December 31, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings $ 110.1 $ 14.5 $ 75.4 $ (89.9) $ 110.1 Other comprehensive income (loss) Equity in other comprehensive income (loss) of subsidiaries (124.5) (99.1) — 223.6 — Unrealized foreign currency translation adjustment, net of tax — (30.7) (97.0) — (127.7) Realized loss on foreign currency transactions, net of tax — 1.0 — — 1.0 Pension and other benefit adjustments: Net gain (loss) arising during the period, net of tax — 6.3 (2.1) — 4.2 Equity method investees’ cash flow hedge: Unrealized net holding (loss) gain arising during the period, net of tax — 0.2 — — 0.2 Realized net gain reclassified to equity in earnings of non-consolidated entities, net of tax — (2.2) — — (2.2) Other comprehensive loss (124.5) (124.5) (99.1) 223.6 (124.5) Total comprehensive income (loss) $ (14.4) $ (110.0) $ (23.7) $ 133.7 $ (14.4) Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings (loss) $ (487.2) $ (472.5) $ 31.9 $ 440.6 $ (487.2) Other comprehensive income (loss) Equity in other comprehensive income (loss) of subsidiaries 128.1 112.1 — (240.2) — Unrealized foreign currency translation adjustment, net of tax — 22.0 109.7 — 131.7 Pension and other benefit adjustments: Net gain (loss) arising during the period, net of tax — (5.4) 2.4 — (3.0) Marketable securities: Unrealized net holding gain arising during the period, net of tax — 0.7 — — 0.7 Realized net gain reclassified into net investment income, net of tax — (0.4) — — (0.4) Equity method investees’ cash flow hedge: Realized net loss reclassified to equity in earnings of non-consolidated entities, net of tax — (0.9) — — (0.9) Other comprehensive income 128.1 128.1 112.1 (240.2) 128.1 Total comprehensive income (loss) $ (359.1) $ (344.4) $ 144.0 $ 200.4 $ (359.1) Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2016: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings $ 111.7 $ 119.7 $ 32.7 $ (152.4) $ 111.7 Other comprehensive income (loss) Equity in other comprehensive income (loss) of subsidiaries (5.3) (3.6) — 8.9 — Unrealized foreign currency translation adjustment, net of tax — (0.2) (3.7) — (3.9) Pension and other benefit adjustments: Net gain (loss) arising during the period, net of tax — (0.4) 0.1 — (0.3) Marketable securities: Unrealized net holding gain arising during the period, net of tax — 0.6 — — 0.6 Realized net gain reclassified into net investment income, net of tax — (1.8) — — (1.8) Equity method investees’ cash flow hedge: Unrealized net holding loss arising during the period, net of tax — (0.3) — — (0.3) Realized net loss reclassified into equity in earnings of non-consolidated entities, net of tax — 0.4 — — 0.4 Other comprehensive loss (5.3) (5.3) (3.6) 8.9 (5.3) Total comprehensive income $ 106.4 $ 114.4 $ 29.1 $ (143.5) $ 106.4 |
Schedule of Condensed Balance Sheets | 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 Assets held for sale — — — — — 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 and capital and financing lease obligations 13.8 11.1 57.3 — 82.2 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 Balance Sheet As of December 31, 2017: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and cash equivalents $ 1.1 $ 85.0 $ 223.9 $ — $ 310.0 Restricted cash — — 8.3 — 8.3 Receivables, net 0.4 186.4 84.7 — 271.5 Assets held for sale — 80.0 — — 80.0 Other current assets — 118.0 84.6 — 202.6 Total current assets 1.5 469.4 401.5 — 872.4 Investment in equity of subsidiaries 2,450.6 1,513.4 — (3,964.0) — Property, net — 1,591.1 1,525.4 — 3,116.5 Intangible assets, net — 218.9 161.6 — 380.5 Intercompany advances 3,914.1 (1,893.3) (2,020.8) — — Goodwill (2.1) 2,422.1 2,511.7 — 4,931.7 Deferred tax asset, net — — 97.6 (68.7) 28.9 Other long-term assets 5.8 326.5 143.6 — 475.9 Total assets $ 6,369.9 $ 4,648.1 $ 2,820.6 $ (4,032.7) $ 9,805.9 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ 373.7 $ 195.9 $ — $ 569.6 Accrued expenses and other liabilities 24.2 165.3 161.6 — 351.1 Deferred revenues and income — 270.8 130.2 — 401.0 Current maturities of corporate borrowings and capital and financing lease obligations 13.8 11.8 62.1 — 87.7 Total current liabilities 38.0 821.6 549.8 — 1,409.4 Corporate borrowings 4,218.7 1.4 — — 4,220.1 Capital and financing lease obligations — 73.5 505.4 — 578.9 Exhibitor services agreement — 530.9 — — 530.9 Deferred tax liability, net — 85.3 33.0 (68.7) 49.6 Other long-term liabilities — 684.8 219.0 — 903.8 Total liabilities 4,256.7 2,197.5 1,307.2 (68.7) 7,692.7 Temporary equity 0.8 — — — 0.8 Stockholders’ equity 2,112.4 2,450.6 1,513.4 (3,964.0) 2,112.4 Total liabilities and stockholders’ equity $ 6,369.9 $ 4,648.1 $ 2,820.6 $ (4,032.7) $ 9,805.9 |
Schedule of Condensed Statements of Cash Flows | Year Ended December 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 $ 7.2 $ 247.3 $ 268.7 $ — $ 523.2 Cash flows from investing activities: Capital expenditures — (286.0) (290.3) — (576.3) Proceeds from sale leaseback transactions — 50.1 — — 50.1 Proceeds from disposition of NCM — 162.5 — — 162.5 Proceeds from Screenvision merger — — 45.8 — 45.8 Proceeds from disposition of long-term assets — 4.8 9.4 — 14.2 Investments in non-consolidated entities, net — (11.4) — — (11.4) Other, net — (4.1) 2.0 — (2.1) Net cash used in investing activities — (84.1) (233.1) — (317.2) Cash flows from financing activities: Proceeds from issuance of Senior Unsecured Convertible Notes due 2024 600.0 — — — 600.0 Net borrowings under Revolving Credit Facility — — 12.1 — 12.1 Principal payments under Term Loan (13.8) — — — (13.8) Principal payments under capital and financing lease obligations — (10.4) (60.6) — (71.0) Principal payments under promissory note — (1.4) — — (1.4) Cash used to pay deferred financing costs (15.5) — — — (15.5) Cash used to pay dividends (258.1) — — — (258.1) Taxes paid for restricted unit withholdings (1.7) — — — (1.7) Retirement of Class B common stock (423.6) — — — (423.6) Purchase of treasury stock (21.8) — — — (21.8) Change in intercompany advances 167.1 (108.5) (58.6) — — Net cash provided by (used in) financing activities 32.6 (120.3) (107.1) — (194.8) Effect of exchange rate changes on cash and cash equivalents and restricted cash (40.6) 41.6 (6.5) — (5.5) Net increase (decrease) in cash and cash equivalents and restricted cash (0.8) 84.5 (78.0) — 5.7 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 $ 0.3 $ 169.5 $ 154.2 $ — $ 324.0 Consolidating Statement of Cash Flows Year Ended December 31, 2017: 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 $ (10.2) $ 231.3 $ 316.3 $ — $ 537.4 Cash flows from investing activities: Capital expenditures — (407.5) (219.3) — (626.8) Acquisition of Nordic, net of cash acquired — (654.9) 77.3 — (577.6) Proceeds from sale leaseback transactions — 136.2 — — 136.2 Proceeds from disposition of NCM shares — 89.0 — — 89.0 Proceeds from disposition of Open Road — 9.2 — — 9.2 Proceeds from disposition of long-term assets — 10.5 13.6 — 24.1 Investments in non-consolidated entities, net — (11.1) — — (11.1) Other, net — (2.1) (0.2) — (2.3) Net cash used in investing activities — (830.7) (128.6) — (959.3) Cash flows from financing activities: Proceeds from the issuance of Senior Subordinated Sterling Notes due 2024 327.8 — — — 327.8 Proceeds from the issuance of Senior Subordinated Notes due 2027 475.0 — — — 475.0 Payment of Nordic SEK Term Loan (144.4) — — — (144.4) Payment of Nordic EUR Term Loan (169.5) — — — (169.5) Net proceeds from equity offering 616.8 — — — 616.8 Principal payment of Bridge Loan due 2017 (350.0) — — — (350.0) Principal payments under Term Loan (12.6) — — — (12.6) Principal payments under capital and financing lease obligations — (9.5) (61.2) — (70.7) Principal payments under promissory note — (1.4) — — (1.4) Cash used to pay deferred financing costs (29.8) — (3.8) — (33.6) Cash used to pay dividends (104.6) — — — (104.6) Taxes paid for restricted unit withholdings (6.5) — — — (6.5) Purchase of treasury stock (34.0) — — — (34.0) Change in intercompany advances (616.7) 654.1 (37.4) — — Net cash provided by (used in) financing activities (48.5) 643.2 (102.4) — 492.3 Effect of exchange rate changes on cash and cash equivalents and restricted cash 56.8 (53.5) 14.4 — 17.7 Net increase (decrease) in cash and cash equivalents and restricted cash (1.9) (9.7) 99.7 — 88.1 Cash and cash equivalents and restricted cash at beginning of period 3.0 94.7 132.5 — 230.2 Cash and cash equivalents and restricted cash at end of period $ 1.1 $ 85.0 $ 232.2 $ — $ 318.3 Consolidating Statement of Cash Flows Year Ended December 31, 2016: 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 $ 7.3 $ 438.6 $ (14.2) $ — $ 431.7 Cash flows from investing activities: Capital expenditures — (410.9) (10.8) — (421.7) Acquisition of Odeon, net of cash acquired — (480.3) 64.7 — (415.6) Acquisition of Carmike, net of cash acquired — (584.3) 86.5 — (497.8) Acquisition of Starplex Cinemas, net of cash — 0.7 — — 0.7 Proceeds from disposition of long-term assets — 19.9 — — 19.9 Investments in non-consolidated entities, net — (10.5) — — (10.5) Other, net — (6.5) — — (6.5) Net cash provided by (used in) investing activities — (1,471.9) 140.4 — (1,331.5) Cash flows from financing activities: Proceeds from the issuance of Term Loan due 2023 498.7 — — — 498.7 Proceeds from the issuance of Senior Subordinated Sterling Notes due 2024 310.0 — — — 310.0 Proceeds from the issuance of Senior Subordinated Notes due 2026 595.0 — — — 595.0 Proceeds from the issuance of Bridge Loan due 2017 350.0 — — — 350.0 Payment of Odeon Senior Subordinated GBP Notes due 2018 (380.7) — — — (380.7) Payment of Odeon Senior Subordinated EUR Notes due 2018 (212.5) — — — (212.5) Payments under Revolving Credit Facility (75.0) — — — (75.0) Payments of stock issuance costs (0.8) — — — (0.8) Principal payments under Term Loan (8.8) — — — (8.8) Principal payments under capital and financing lease obligations — (8.6) (2.2) — (10.8) Principal payments under promissory note — (1.4) — — (1.4) Cash used to pay deferred financing fees (65.9) — — — (65.9) Cash used to pay dividends (79.6) — — — (79.6) Change in intercompany advances (935.1) 968.1 (33.0) — — Net cash provided by (used) in financing activities (4.7) 958.1 (35.2) — 918.2 Effect of exchange rate changes on cash and equivalents (1.5) 2.9 (0.8) — 0.6 Net increase (decrease) in cash and equivalents 1.1 (72.3) 90.2 — 19.0 Cash and equivalents at beginning of period 1.9 167.0 42.3 — 211.2 Cash and equivalents at end of period $ 3.0 $ 94.7 $ 132.5 $ — $ 230.2 |
THE COMPANY AND SIGNIFICANT A_4
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES (Details) | Jan. 01, 2018USD ($) | Dec. 31, 2018USD ($)item | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 14, 2018 | Mar. 31, 2016 | Jun. 05, 2015 | Feb. 07, 2014 |
Revenues | ||||||||
Percentage of revenue related to sales of gift cards and packaged tickets deferred | 100.00% | |||||||
Non-redemption rate | 10.00% | |||||||
Period over which total amount of breakage for that current month's sales in proportion to the pattern of actual redemptions is recognized | 24 years | |||||||
Period during which breakage for packaged tickets continues to be recognized as redemption if not used after being purchased | 18 years | |||||||
Film Exhibition Costs | ||||||||
Film exhibition cost payable | $ 168,600,000 | $ 229,400,000 | ||||||
Exhibitor Services Agreement | ||||||||
Cumulative effect adjustments for the adoption of new accounting principles | $ 52,900,000 | (31,800,000) | ||||||
Income tax effect | $ 0 | |||||||
Customer Frequency Program | ||||||||
Insider tier, annual membership fee | $ 15 | |||||||
Premiere tier, number of points for virtual reward | item | 5,000 | |||||||
Premiere tier, virtual award | $ 5 | |||||||
Advertising Costs | ||||||||
Advertising costs | 45,400,000 | $ 39,900,000 | $ 10,100,000 | |||||
Derivative Asset and Liability | ||||||||
Increase in derivative asset | 45,000,000 | |||||||
Decrease in derivative liability | $ 66,400,000 | |||||||
AC JV, LLC | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership percentage | 32.00% | |||||||
5.875% Senior Subordinated Notes due 2022 | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Interest rate of debt (as a percent) | 5.875% | 5.875% | 5.875% | 5.875% | ||||
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% | 5.75% | 5.75% | ||||
Minimum | ||||||||
Revenues | ||||||||
Non-redemption rate | 12.00% | |||||||
Exhibitor Services Agreement | ||||||||
Discount rate | 650.00% | |||||||
Customer Frequency Program | ||||||||
A-List, monthly membership fee | $ 19.95 | |||||||
Maximum | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership percentage | 50.00% | |||||||
Revenues | ||||||||
Non-redemption rate | 18.00% | |||||||
Exhibitor Services Agreement | ||||||||
Discount rate | 850.00% | |||||||
Customer Frequency Program | ||||||||
A-List, monthly membership fee | $ 23.95 | |||||||
Wanda | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership percentage | 50.01% | |||||||
Combined voting power held in Holdings (as a percent) | 75.01% | |||||||
Wanda | Minimum | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership percentage | 50.10% |
THE COMPANY AND SIGNIFICANT A_5
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES - Investments, Goodwill, Payables, Leases (Details) $ in Millions | Jun. 18, 2018USD ($)item | Dec. 18, 2017USD ($)item | Sep. 14, 2017USD ($)item | Dec. 31, 2018USD ($)item | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2018USD ($) | Dec. 26, 2013 |
Investments | ||||||||
Impairment of intangible assets | $ 0 | $ 0 | $ 0 | |||||
Goodwill | 4,788.7 | 4,931.7 | $ 3,933 | $ 4,788.7 | ||||
Goodwill impairment | 0 | |||||||
Accounts payable related to checks issued but not yet presented to bank | 42.6 | 72.8 | 42.6 | |||||
Financing lease obligations for failed sale leaseback transactions | 427.4 | $ 499.6 | 427.4 | |||||
Lease incentive | 35 | 35 | ||||||
Reduction of rent | 35 | |||||||
Sale and Leaseback Transaction | ||||||||
Number of theatres sold | item | 1 | 1 | 7 | |||||
Net proceeds | $ 50.1 | $ 128.4 | ||||||
Deferred gain on sale | $ 27.3 | $ 78.2 | $ 98 | $ 98 | ||||
Closing costs | $ 7.8 | |||||||
Loss on sale | $ 0.5 | |||||||
Nordic | ||||||||
Investments | ||||||||
Ownership percentage | 50.00% | 50.00% | ||||||
Number of theatres | item | 58 | |||||||
Goodwill | $ 776 | $ 776 | ||||||
Minimum | ||||||||
Investments | ||||||||
Lease terms | 12 years | |||||||
Maximum | ||||||||
Investments | ||||||||
Ownership percentage | 50.00% | 50.00% | ||||||
Lease terms | 15 years | |||||||
Additional term for which leases can be extended | 20 years | |||||||
NCM | ||||||||
Investments | ||||||||
Ownership percentage | 4.50% | 4.00% | ||||||
NCM | Minimum | ||||||||
Investments | ||||||||
Ownership percentage | 4.50% | 4.50% | ||||||
SV Holdco | ||||||||
Investments | ||||||||
Ownership percentage | 18.40% | 18.40% | ||||||
SV Holdco | Class C Units | ||||||||
Investments | ||||||||
Ownership percentage | 18.40% | 18.40% | ||||||
DCM | ||||||||
Investments | ||||||||
Ownership percentage | 50.00% | 50.00% | ||||||
AC JV, LLC | ||||||||
Investments | ||||||||
Ownership percentage | 32.00% | 32.00% | ||||||
DCIP | ||||||||
Investments | ||||||||
Ownership percentage | 29.00% | 29.00% | ||||||
DCDC | ||||||||
Investments | ||||||||
Ownership percentage | 14.60% | 14.60% | ||||||
U.S. theatres and IMAX screen | ||||||||
Investments | ||||||||
Ownership percentage | 50.00% | 50.00% | ||||||
Number of theatres | item | 4 | |||||||
Number of screens | item | 1 |
THE COMPANY AND SIGNIFICANT A_6
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES - Impairment, Taxes, Insurance (Details) £ in Millions, $ in Millions | 12 Months Ended | ||||||||
Dec. 31, 2018USD ($)item | Dec. 31, 2017USD ($)item | Dec. 31, 2016USD ($)item | Dec. 31, 2018GBP (£) | Dec. 31, 2018USD ($) | Dec. 31, 2017GBP (£) | Dec. 31, 2017USD ($) | Mar. 17, 2017GBP (£) | Nov. 08, 2016GBP (£) | |
Impairment losses | |||||||||
Impairment loss | $ | $ 13.8 | $ 43.6 | $ 5.5 | ||||||
Casualty Insurance | |||||||||
Self-insured amount for general liability per occurrence | $ | $ 1 | ||||||||
Deductible limit per occurrence for workers compensation claims | $ | 0.5 | ||||||||
Casualty insurance reserves, net of estimated insurance recoveries | $ | $ 24.9 | $ 28.1 | |||||||
Expenses related to general liability and workers compensation claims | $ | $ 25.1 | $ 22.1 | $ 15.6 | ||||||
U.S. | |||||||||
Impairment losses | |||||||||
Tangible asset impairment, number of theatres | 13 | 2 | |||||||
Tangible asset impairment, number of screens | 150 | 22 | |||||||
International markets | |||||||||
Impairment losses | |||||||||
Tangible asset impairment, number of theatres | 15 | ||||||||
Tangible asset impairment, number of screens | 118 | ||||||||
6.375% Senior Subordinated Notes due 2024 | |||||||||
Foreign Currency Translation [Abstract] | |||||||||
Debt instrument face amount | £ | £ 500 | £ 500 | £ 250 | £ 250 | |||||
Interest rate of debt (as a percent) | 6.375% | 6.375% | 6.375% | 6.375% | 6.375% | 6.375% | |||
Impairment Of LongLived Assets | U.S. | |||||||||
Impairment losses | |||||||||
Tangible asset impairment, number of theatres | 12 | ||||||||
Tangible asset impairment, number of screens | 179 |
THE COMPANY AND SIGNIFICANT A_7
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES - Other Expense (Income) (Details) - USD ($) $ in Millions | Feb. 13, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Other Expense (Income): | |||||
Derivative liability fair value adjustment for embedded conversion feature in the Convertible Notes due 2024 | $ (66.4) | ||||
Derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement | (45) | ||||
Business interruption insurance recoveries | $ (0.4) | $ (0.4) | |||
Loss on GBP forward contract | 0.4 | ||||
Foriegn currency transactions (gain) losses | 1.4 | (3) | |||
Non-operating components of net periodic benefit cost | 0.8 | 0.2 | 0.7 | ||
Loss on extinguishment of Bridge Loan | 0.4 | ||||
Fees related to modification of term loans | 0.4 | ||||
Third party fees relating to Third Amendment to out Senior Secured Credit Agreement | 1 | ||||
Other | 0.3 | 0.3 | |||
Other expense (income) | $ (108.1) | $ (1.5) | $ 0.3 | ||
Senior Secured Credit Facility Term-Loan due 2022 | |||||
Other Expense (Income): | |||||
Loss on extinguishment of Bridge Loan | $ 1.4 | ||||
Bridge Loan Agreement due 2017 | |||||
Other Expense (Income): | |||||
Loss on extinguishment of Bridge Loan | $ (3.3) | ||||
Other expense (income) | $ (0.4) |
THE COMPANY AND SIGNIFICANT A_8
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES - New accounting pronouncements recently adopted (Details) - USD ($) $ in Millions | 12 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2019 | Jan. 01, 2018 | Dec. 31, 2015 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Increase to accumulated deficit | $ 31.8 | $ (52.9) | ||||
Other general and administrative | 179.3 | $ 133.2 | $ 90 | |||
Cash and restricted cash | ||||||
Cash and cash equivalents | 313.3 | 310 | ||||
Restricted Cash and Cash Equivalents | 10.7 | 8.3 | ||||
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows | 324 | 318.3 | $ 230.2 | $ 211.2 | ||
Accumulated other comprehensive income (loss) | $ 5.5 | 125.6 | ||||
Accounting Standards Update 2017-07 [Member] | ||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Other general and administrative | (0.2) | |||||
Other income | $ (0.2) | |||||
Accounting Standards Update 2018-02 [Member] | ||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Increase to accumulated deficit | 5 | |||||
Accounting Standards Update 2016-01 [Member] | ||||||
Cash and restricted cash | ||||||
Accumulated other comprehensive income (loss) | $ (0.6) | |||||
Forecast | Minimum | ||||||
Leases | ||||||
Lease liabilities | $ 5,000 | |||||
Forecast | Maximum | ||||||
Leases | ||||||
Lease liabilities | $ 6,000 |
REVENUE RECOGNITION - Cummulati
REVENUE RECOGNITION - Cummulative information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | |
Balance sheet | ||||||||||||
Other long-term assets | $ 505.5 | $ 475.9 | $ 505.5 | $ 475.9 | $ 487 | |||||||
Deferred revenues and income | 414.8 | 401 | 414.8 | 401 | 391 | |||||||
Exhibitor services agreement | 564 | 530.9 | 564 | 530.9 | 583.8 | |||||||
Accumulated deficit | (550.9) | (207.9) | (550.9) | (207.9) | $ (239.7) | |||||||
Revenues | ||||||||||||
Revenue | 1,413.3 | $ 1,221.4 | $ 1,442.5 | $ 1,383.6 | 1,416.8 | $ 1,178.7 | $ 1,202.3 | $ 1,281.4 | 5,460.8 | 5,079.2 | $ 3,235.9 | |
Operating costs and expenses | ||||||||||||
Operating expenses, excluding depreciation and amortization below | 1,654.7 | 1,548 | 873.5 | |||||||||
Non-cash NCM exhibitor services agreement | 41.5 | |||||||||||
Net earnings (loss) | $ 170.6 | $ (100.4) | $ 22.2 | $ 17.7 | (276.4) | $ (42.7) | $ (176.5) | $ 8.4 | 110.1 | (487.2) | 111.7 | |
Admissions | ||||||||||||
Revenues | ||||||||||||
Revenue | 3,385 | 3,229.5 | 2,049.4 | |||||||||
Food and beverage | ||||||||||||
Revenues | ||||||||||||
Revenue | 1,671.5 | 1,548.4 | 1,019.1 | |||||||||
Total other theatre | ||||||||||||
Revenues | ||||||||||||
Revenue | 404.3 | 301.3 | $ 167.4 | |||||||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | ||||||||||||
Balance sheet | ||||||||||||
Other long-term assets | 475.9 | 475.9 | ||||||||||
Deferred revenues and income | 401 | 401 | ||||||||||
Exhibitor services agreement | 530.9 | 530.9 | ||||||||||
Accumulated deficit | (207.9) | (207.9) | ||||||||||
Revenues | ||||||||||||
Revenue | 5,415.1 | |||||||||||
Operating costs and expenses | ||||||||||||
Operating expenses, excluding depreciation and amortization below | 1,636.7 | |||||||||||
Net earnings (loss) | 123.9 | |||||||||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Admissions | ||||||||||||
Revenues | ||||||||||||
Revenue | 3,386.4 | |||||||||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Food and beverage | ||||||||||||
Revenues | ||||||||||||
Revenue | 1,671.9 | |||||||||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Total other theatre | ||||||||||||
Revenues | ||||||||||||
Revenue | 356.8 | |||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | ||||||||||||
Balance sheet | ||||||||||||
Other long-term assets | 11.1 | 11.1 | ||||||||||
Deferred revenues and income | (10) | (10) | ||||||||||
Exhibitor services agreement | 52.9 | 52.9 | ||||||||||
Accumulated deficit | $ (31.8) | $ (31.8) | ||||||||||
Revenues | ||||||||||||
Revenue | 45.7 | |||||||||||
Operating costs and expenses | ||||||||||||
Operating expenses, excluding depreciation and amortization below | 18 | |||||||||||
Non-cash NCM exhibitor services agreement | 41.5 | |||||||||||
Net earnings (loss) | (13.8) | |||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Admissions | ||||||||||||
Revenues | ||||||||||||
Revenue | (1.4) | |||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Food and beverage | ||||||||||||
Revenues | ||||||||||||
Revenue | (0.4) | |||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Total other theatre | ||||||||||||
Revenues | ||||||||||||
Revenue | $ 47.5 |
REVENUE RECOGNITION - Disaggreg
REVENUE RECOGNITION - Disaggregation of revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 1,413.3 | $ 1,221.4 | $ 1,442.5 | $ 1,383.6 | $ 1,416.8 | $ 1,178.7 | $ 1,202.3 | $ 1,281.4 | $ 5,460.8 | $ 5,079.2 | $ 3,235.9 |
Admissions | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 3,385 | 3,229.5 | 2,049.4 | ||||||||
Food and beverage | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 1,671.5 | 1,548.4 | 1,019.1 | ||||||||
Total other theatre | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 404.3 | $ 301.3 | $ 167.4 | ||||||||
Advertising | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 142.2 | ||||||||||
Other theatre | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 262.1 | ||||||||||
Products and services transferred at point in time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 5,218.7 | ||||||||||
Products and services transferred over time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 242.1 |
REVENUE RECOGNITION - Receivabl
REVENUE RECOGNITION - Receivables and deferred revenue (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Current assets | |||
Receivables related to contracts with customers | $ 183.2 | $ 204.3 | |
Miscellaneous receivables | 76.3 | 67.2 | |
Receivables, net | 259.5 | 271.5 | |
Current liabilities | |||
Deferred revenue related to contracts with customers | 412.8 | 376.1 | |
Miscellaneous deferred income | 2 | 24.9 | |
Deferred revenues and income | $ 414.8 | $ 391 | $ 401 |
REVENUE RECOGNITION - Changes i
REVENUE RECOGNITION - Changes in liabilities (Details) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred revenues related to contracts with customers | |||
Begininning balance | $ 376.1 | ||
Customer loyalty awards accumulated, net of expirations | 101.6 | $ 52.9 | $ 33.7 |
Foreign currency translation adjustment, net of tax | (127.7) | 131.7 | $ (3.9) |
Ending balance | 412.8 | 376.1 | |
Exhibitor Services Agreement | |||
Deferred revenues related to contracts with customers | |||
Begininning balance | 530.9 | ||
Cumulative effect of initially applying ASC 606 | $ 52.9 | ||
Common Unit Adjustment - surrender of common units | (5.2) | ||
Reclassification revenue, as the result of performance obligations satisfied | $ (14.6) | ||
Ending balance | $ 564 | 530.9 | |
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 | $ 376.1 | ||
Cumulative effect of initially applying ASC 606 | (10) | ||
Cash received in advance | 463.4 | ||
Business combination - Nordic purchase price allocation | (2.3) | ||
Foreign currency translation adjustment, net of tax | 0.7 | ||
Ending balance | 412.8 | $ 376.1 | |
Accounting Standards Update 2014-09 - Revenue from contracts | Admissions | |||
Deferred revenues related to contracts with customers | |||
Customer loyalty awards accumulated, net of expirations | 30 | ||
Reclassification revenue, as the result of performance obligations satisfied | (329.9) | ||
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 | 55.2 | ||
Reclassification revenue, as the result of performance obligations satisfied | (82.3) | ||
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 | 8.9 | ||
Reclassification revenue, as the result of performance obligations satisfied | $ (97) |
REVENUE RECOGNITION - Additiona
REVENUE RECOGNITION - Additional disclosures (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Deferred revenues and income | $ 414.8 | $ 391 | $ 401 |
Year Ended 2019 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Expected to be recognized as revenue | 15.7 | ||
Year Ended 2020 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Expected to be recognized as revenue | 16.8 | ||
Year Ended 2021 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Expected to be recognized as revenue | 18.1 | ||
Year Ended 2022 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Expected to be recognized as revenue | 19.4 | ||
Year Ended 2023 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Expected to be recognized as revenue | 20.9 | ||
Years Ended 2024 through February 2037 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Expected to be recognized as revenue | 473.1 | ||
Gift Card And Ticket Exchange | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Deferred revenues and income | $ 337.4 | ||
Redemption period | 24 months | ||
Loyalty Program | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Deferred revenues and income | $ 47.7 | ||
Redemption period | 24 months |
ACQUISITIONS (Details)
ACQUISITIONS (Details) $ / shares in Units, € in Millions, £ in Millions, kr in Millions, $ in Millions | Jun. 18, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / shares | Mar. 28, 2017SEK (kr)kr / $ | Mar. 28, 2017EUR (€)kr / $ | Mar. 28, 2017USD ($)kr / $ | Mar. 07, 2017item | Dec. 21, 2016USD ($)$ / sharesshares | Nov. 30, 2016GBP (£)shares | Nov. 30, 2016USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($)$ / shares | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($)$ / shares | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)item$ / shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / shares | Mar. 15, 2018$ / shares | Mar. 28, 2017€ / $ | Mar. 28, 2017SEK (kr) | Mar. 28, 2017EUR (€) | Mar. 28, 2017USD ($) | Dec. 31, 2015USD ($) | Dec. 26, 2013 |
Allocation of purchase price | |||||||||||||||||||||||||||
Current portion | $ 87.7 | $ 82.2 | $ 87.7 | $ 82.2 | $ 87.7 | ||||||||||||||||||||||
Investments in equity method investees | 389.5 | 232.4 | 389.5 | 232.4 | 389.5 | ||||||||||||||||||||||
Assets held for sale | |||||||||||||||||||||||||||
Value of assets held for sale | $ 80 | $ 80 | $ 80 | ||||||||||||||||||||||||
Share Price | $ / shares | $ 6.86 | $ 6.86 | $ 7.42 | $ 6.86 | |||||||||||||||||||||||
Revenue | $ 1,413.3 | $ 1,221.4 | $ 1,442.5 | $ 1,383.6 | $ 1,416.8 | $ 1,178.7 | $ 1,202.3 | $ 1,281.4 | 5,460.8 | $ 5,079.2 | $ 3,235.9 | ||||||||||||||||
Net earnings (loss) | 110.1 | (487.2) | 111.7 | ||||||||||||||||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||||||||||||||||
Revenues | 5,460.8 | 5,156 | 5,256.5 | ||||||||||||||||||||||||
Operating income (loss) | 265 | 108.8 | 191.8 | ||||||||||||||||||||||||
Net earnings (loss) | $ 110.1 | $ (497.1) | $ (88) | ||||||||||||||||||||||||
Earnings (loss) per share, basic | $ / shares | $ 0.91 | $ (3.88) | $ (0.67) | ||||||||||||||||||||||||
Earnings (loss) per share, diluted | $ / shares | $ 0.41 | $ (3.88) | $ (0.67) | ||||||||||||||||||||||||
NCM | |||||||||||||||||||||||||||
Allocation of purchase price | |||||||||||||||||||||||||||
Investments in equity method investees | $ 161.1 | 161.1 | $ 161.1 | $ 323.9 | $ 327.5 | ||||||||||||||||||||||
Assets held for sale | |||||||||||||||||||||||||||
Share Price | $ / shares | $ 7.30 | $ 5.64 | |||||||||||||||||||||||||
Ownership percentage | 4.50% | 4.00% | |||||||||||||||||||||||||
NCM | Minimum | |||||||||||||||||||||||||||
Assets held for sale | |||||||||||||||||||||||||||
Ownership percentage | 4.50% | 4.50% | |||||||||||||||||||||||||
Theatres Divested as Required by US DOJ | NCM | |||||||||||||||||||||||||||
ACQUISITION | |||||||||||||||||||||||||||
Number of theatres | item | 24 | ||||||||||||||||||||||||||
Number of screens | item | 384 | ||||||||||||||||||||||||||
Assets held for sale | |||||||||||||||||||||||||||
Percent of NCM's total network | 2.00% | ||||||||||||||||||||||||||
Maximum equity interest, final, as a percent | 4.99% | ||||||||||||||||||||||||||
Number of shares sold | shares | 10,738,740 | 14,800,000 | |||||||||||||||||||||||||
Share Price | $ / shares | $ 7.30 | ||||||||||||||||||||||||||
Aggregate consideration | $ 156.8 | ||||||||||||||||||||||||||
Term Loan facility (EUR) | |||||||||||||||||||||||||||
Allocation of purchase price | |||||||||||||||||||||||||||
Indebtedness assumed | € (156) | $ (169.5) | |||||||||||||||||||||||||
Odeon | |||||||||||||||||||||||||||
ACQUISITION | |||||||||||||||||||||||||||
Purchase price, net of cash acquired | 415.6 | ||||||||||||||||||||||||||
Purchase price, cash | £ 384.8 | $ 480.3 | |||||||||||||||||||||||||
Value of equity portion of consideration | $ 156.4 | ||||||||||||||||||||||||||
Foreign Currency/USD exchange rate | 1.25 | ||||||||||||||||||||||||||
Allocation of purchase price | |||||||||||||||||||||||||||
Cash | 41.6 | 41.6 | $ 41.6 | ||||||||||||||||||||||||
Receivables | 26.2 | 26.2 | 26.2 | ||||||||||||||||||||||||
Other current assets | 58.1 | 58.1 | 58.1 | ||||||||||||||||||||||||
Property | 736 | 736 | 736 | ||||||||||||||||||||||||
Intangible assets | 114.4 | 114.4 | 114.4 | ||||||||||||||||||||||||
Goodwill | 924.7 | 924.7 | 924.7 | ||||||||||||||||||||||||
Deferred tax assets | 23.3 | 23.3 | 23.3 | ||||||||||||||||||||||||
Other long-term assets | 29.6 | 29.6 | 29.6 | ||||||||||||||||||||||||
Accounts payable | (78.9) | (78.9) | (78.9) | ||||||||||||||||||||||||
Accrued expenses and other liabilities | (120.3) | (120.3) | (120.3) | ||||||||||||||||||||||||
Deferred revenues and income | (20) | (20) | (20) | ||||||||||||||||||||||||
Capital and financing lease obligations | (368.2) | (368.2) | (368.2) | ||||||||||||||||||||||||
Deferred tax liability | (16.8) | (16.8) | (16.8) | ||||||||||||||||||||||||
Other long-term liabilities | (116) | (116) | (116) | ||||||||||||||||||||||||
Total estimated purchase price | 637.1 | £ 510.4 | $ 637.1 | ||||||||||||||||||||||||
Acquisition-related costs | 12.3 | 20.9 | |||||||||||||||||||||||||
Assets held for sale | |||||||||||||||||||||||||||
Revenue | 1,089.1 | 112.7 | |||||||||||||||||||||||||
Net earnings (loss) | 20.9 | 16.8 | |||||||||||||||||||||||||
Odeon | Senior Secured Note GBP 9.0 Percent Due 2018 [Member] | |||||||||||||||||||||||||||
Allocation of purchase price | |||||||||||||||||||||||||||
Indebtedness assumed | (382.9) | (382.9) | (382.9) | ||||||||||||||||||||||||
Odeon | Senior Secured Note EUR Due 2018 | |||||||||||||||||||||||||||
Allocation of purchase price | |||||||||||||||||||||||||||
Indebtedness assumed | (213.7) | (213.7) | (213.7) | ||||||||||||||||||||||||
Odeon | Class A common stock | |||||||||||||||||||||||||||
ACQUISITION | |||||||||||||||||||||||||||
Number of shares issued in acquisition | shares | 4,536,466 | 4,536,466 | |||||||||||||||||||||||||
Value of equity portion of consideration | £ | £ 125.6 | ||||||||||||||||||||||||||
Shares issued in acquisition, price per share | $ / shares | $ 34.55 | ||||||||||||||||||||||||||
Carmike | |||||||||||||||||||||||||||
ACQUISITION | |||||||||||||||||||||||||||
Purchase price, net of cash acquired | 497.8 | ||||||||||||||||||||||||||
Purchase price, cash | $ 584.3 | ||||||||||||||||||||||||||
Allocation of purchase price | |||||||||||||||||||||||||||
Cash | 86.5 | 86.5 | 86.5 | ||||||||||||||||||||||||
Receivables | 12 | 12 | 12 | ||||||||||||||||||||||||
Other current assets | 13.5 | 13.5 | 13.5 | ||||||||||||||||||||||||
Property | 637.3 | 637.3 | 637.3 | ||||||||||||||||||||||||
Intangible assets | 20.4 | 20.4 | 20.4 | ||||||||||||||||||||||||
Goodwill | 652.6 | 652.6 | 652.6 | ||||||||||||||||||||||||
Deferred tax assets | 68.7 | 68.7 | 68.7 | ||||||||||||||||||||||||
Other long-term assets | 19.4 | 19.4 | 19.4 | ||||||||||||||||||||||||
Accounts payable | (37) | (37) | (37) | ||||||||||||||||||||||||
Accrued expenses and other liabilities | (53.3) | (53.3) | (53.3) | ||||||||||||||||||||||||
Deferred revenues and income | (20.6) | (20.6) | (20.6) | ||||||||||||||||||||||||
Capital and financing lease obligations | (223.7) | (223.7) | (223.7) | ||||||||||||||||||||||||
Other long-term liabilities | (75.5) | (75.5) | (75.5) | ||||||||||||||||||||||||
Total estimated purchase price | 858.2 | ||||||||||||||||||||||||||
Acquisition-related costs | 39.6 | 25.4 | |||||||||||||||||||||||||
Assets held for sale | |||||||||||||||||||||||||||
Revenue | 693.2 | 46.5 | |||||||||||||||||||||||||
Net earnings (loss) | (13.3) | $ 16.2 | |||||||||||||||||||||||||
Carmike | Theatres Divested as Required by US DOJ | |||||||||||||||||||||||||||
ACQUISITION | |||||||||||||||||||||||||||
Number of theatres | item | 17 | ||||||||||||||||||||||||||
Assets held for sale | |||||||||||||||||||||||||||
Number of local markets | item | 15 | ||||||||||||||||||||||||||
Proceeds from Sale of Productive Assets | 25.1 | ||||||||||||||||||||||||||
Carmike | Theatres Divested as Required by US DOJ | NCM | |||||||||||||||||||||||||||
ACQUISITION | |||||||||||||||||||||||||||
Number of theatres | item | 5 | ||||||||||||||||||||||||||
Carmike | 6.0% Senior Secured Notes due 2023 | |||||||||||||||||||||||||||
Allocation of purchase price | |||||||||||||||||||||||||||
Indebtedness assumed | $ (242.1) | $ (230) | $ (242.1) | (242.1) | |||||||||||||||||||||||
Carmike | Class A common stock | |||||||||||||||||||||||||||
ACQUISITION | |||||||||||||||||||||||||||
Number of shares issued in acquisition | shares | 8,189,808 | ||||||||||||||||||||||||||
Value of equity portion of consideration | $ 273.5 | ||||||||||||||||||||||||||
Shares issued in acquisition, price per share | $ / shares | $ 33.45 | ||||||||||||||||||||||||||
Nordic | |||||||||||||||||||||||||||
ACQUISITION | |||||||||||||||||||||||||||
Purchase price, net of cash acquired | kr 5,756 | $ 577.6 | |||||||||||||||||||||||||
Foreign Currency/USD exchange rate | 0.11378 | 0.11378 | 0.11378 | 1.0865 | |||||||||||||||||||||||
Number of theatres | item | 58 | ||||||||||||||||||||||||||
Allocation of purchase price | |||||||||||||||||||||||||||
Cash | 71.4 | ||||||||||||||||||||||||||
Restricted cash | 5.9 | ||||||||||||||||||||||||||
Receivables | 13.4 | ||||||||||||||||||||||||||
Other current assets | 23.6 | ||||||||||||||||||||||||||
Property | 133.2 | ||||||||||||||||||||||||||
Intangible assets | 22.1 | ||||||||||||||||||||||||||
Goodwill | 792.9 | ||||||||||||||||||||||||||
Deferred tax assets | 0.9 | ||||||||||||||||||||||||||
Other long-term assets | 75.2 | ||||||||||||||||||||||||||
Accounts payable | (30.2) | ||||||||||||||||||||||||||
Accrued expenses and other liabilities | (36.1) | ||||||||||||||||||||||||||
Deferred revenues and income | (41.2) | ||||||||||||||||||||||||||
Indebtedness assumed | $ (144.4) | ||||||||||||||||||||||||||
Capital and financing lease obligations | (10) | ||||||||||||||||||||||||||
Deferred tax liability | (18.7) | ||||||||||||||||||||||||||
Other long-term liabilities | (33.6) | ||||||||||||||||||||||||||
Total estimated purchase price | 654.9 | ||||||||||||||||||||||||||
Current portion | 1.1 | ||||||||||||||||||||||||||
Unfavorable lease acquired | $ 20 | ||||||||||||||||||||||||||
Amortization period | 9 years 3 months 18 days | ||||||||||||||||||||||||||
Investments in equity method investees | $ 64.7 | ||||||||||||||||||||||||||
Assets held for sale | |||||||||||||||||||||||||||
Ownership percentage | 50.00% | 50.00% | |||||||||||||||||||||||||
Revenue | $ 374.1 | ||||||||||||||||||||||||||
Net earnings (loss) | 40.9 | ||||||||||||||||||||||||||
Nordic | Merger Acquisition And Transaction Costs Caption [Member] | |||||||||||||||||||||||||||
Allocation of purchase price | |||||||||||||||||||||||||||
Acquisition-related costs | $ 1.5 | ||||||||||||||||||||||||||
Nordic | Term Loan Facility (SEK) | |||||||||||||||||||||||||||
ACQUISITION | |||||||||||||||||||||||||||
Purchase price, net of cash acquired | $ 654.9 | ||||||||||||||||||||||||||
Amount of interest rate swaps repaid | kr 13.5 | 1.6 | |||||||||||||||||||||||||
Allocation of purchase price | |||||||||||||||||||||||||||
Indebtedness assumed | (144.4) | kr (1,269) | |||||||||||||||||||||||||
Nordic | Term Loan facility (EUR) | |||||||||||||||||||||||||||
ACQUISITION | |||||||||||||||||||||||||||
Amount of interest rate swaps repaid | € 1 | $ 1.1 | |||||||||||||||||||||||||
Allocation of purchase price | |||||||||||||||||||||||||||
Indebtedness assumed | $ (169.5) |
ACQUISTIONS - Intangible assets
ACQUISTIONS - Intangible assets (Details) - USD ($) $ in Millions | Mar. 28, 2017 | Dec. 31, 2018 |
Nordic | ||
Amortizable Intangible Assets: | ||
Weighted Average Amortization Period | 5 years 3 months 18 days | |
Gross Carrying Amount | $ 11.6 | |
Unamortized Intangible Assets: | ||
Trade names | $ 10.5 | |
Carmike | ||
Amortizable Intangible Assets: | ||
Weighted Average Amortization Period | 5 years | |
Starplex Cinemas | ||
Amortizable Intangible Assets: | ||
Weighted Average Amortization Period | 8 years | |
Favorable leases | Minimum | ||
Amortizable Intangible Assets: | ||
Weighted Average Amortization Period | 1 year | |
Favorable leases | Maximum | ||
Amortizable Intangible Assets: | ||
Weighted Average Amortization Period | 40 years | |
Favorable leases | Nordic | ||
Amortizable Intangible Assets: | ||
Weighted Average Amortization Period | 7 years | |
Gross Carrying Amount | $ 3.5 | |
Favorable sublease | Nordic | ||
Amortizable Intangible Assets: | ||
Weighted Average Amortization Period | 4 years 6 months | |
Gross Carrying Amount | $ 1.1 | |
Screen advertising agreement | Nordic | ||
Amortizable Intangible Assets: | ||
Weighted Average Amortization Period | 5 years | |
Gross Carrying Amount | $ 6.6 | |
Trade name agreement | Nordic | ||
Amortizable Intangible Assets: | ||
Weighted Average Amortization Period | 4 years | |
Gross Carrying Amount | $ 0.4 | |
Management contracts | Minimum | ||
Amortizable Intangible Assets: | ||
Weighted Average Amortization Period | 1 year | |
Management contracts | Maximum | ||
Amortizable Intangible Assets: | ||
Weighted Average Amortization Period | 7 years | |
Non-compete agreements | ||
Amortizable Intangible Assets: | ||
Weighted Average Amortization Period | 2 years |
PROPERTY (Details)
PROPERTY (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
PROPERTY | |||
Property owned, gross | $ 4,608.9 | $ 4,249 | |
Less-accumulated depreciation and amortization | 1,668.3 | 1,248.6 | |
Property owned, net | 2,940.6 | 3,000.4 | |
Property leased under capital leases: | |||
Property leased under capital leases, gross | 127.8 | 134.4 | |
Less-accumulated amortization | 28.8 | 18.3 | |
Property leased under capital leases, net | 99 | 116.1 | |
Property including property leased under capital leases, net | 3,039.6 | 3,116.5 | |
Depreciation expense | 498.2 | 495.2 | $ 239.9 |
Land | |||
PROPERTY | |||
Property owned, gross | 104.6 | 130.5 | |
Buildings and improvements | |||
PROPERTY | |||
Property owned, gross | $ 878.2 | 949.9 | |
Buildings and improvements | Minimum | |||
Property leased under capital leases: | |||
Estimated useful lives | 5 years | ||
Buildings and improvements | Maximum | |||
Property leased under capital leases: | |||
Estimated useful lives | 45 years | ||
Leasehold improvements | |||
PROPERTY | |||
Property owned, gross | $ 1,560.7 | 1,198 | |
Leasehold improvements | Minimum | |||
Property leased under capital leases: | |||
Estimated useful lives | 1 year | ||
Leasehold improvements | Maximum | |||
Property leased under capital leases: | |||
Estimated useful lives | 20 years | ||
Furniture, fixtures and equipment | |||
PROPERTY | |||
Property owned, gross | $ 2,065.4 | $ 1,970.6 | |
Furniture, fixtures and equipment | Minimum | |||
Property leased under capital leases: | |||
Estimated useful lives | 1 year | ||
Furniture, fixtures and equipment | Maximum | |||
Property leased under capital leases: | |||
Estimated useful lives | 11 years |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | ||
Balance at the beginning of the period | $ 4,931.7 | $ 3,933 |
Effect of foreign currency exchange | (136.6) | 145.5 |
Balance at the end of the period | 4,788.7 | 4,931.7 |
U.S. | ||
Goodwill [Roll Forward] | ||
Balance at the beginning of the period | 3,072.6 | 3,044.8 |
Balance at the end of the period | 3,072.6 | 3,072.6 |
International markets | ||
Goodwill [Roll Forward] | ||
Balance at the beginning of the period | 1,859.1 | 888.2 |
Effect of foreign currency exchange | (136.6) | 145.5 |
Balance at the end of the period | 1,716.1 | 1,859.1 |
Nordic | ||
Goodwill [Roll Forward] | ||
Acquisition | 872.1 | |
Adjustments | (6.4) | (72.8) |
Balance at the end of the period | 776 | |
Nordic | International markets | ||
Goodwill [Roll Forward] | ||
Acquisition | 872.1 | |
Adjustments | (6.4) | (72.8) |
Odeon | ||
Goodwill [Roll Forward] | ||
Adjustments | 26.1 | |
Balance at the end of the period | $ 940.1 | |
Odeon | International markets | ||
Goodwill [Roll Forward] | ||
Adjustments | 26.1 | |
Carmike | ||
Goodwill [Roll Forward] | ||
Adjustments | 27.8 | |
Carmike | U.S. | ||
Goodwill [Roll Forward] | ||
Adjustments | $ 27.8 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Additional information of intangible assets acquired (Details) - USD ($) $ in Millions | Mar. 28, 2017 | Dec. 31, 2018 |
Favorable leases | Minimum | ||
Amortizable Intangible Assets: | ||
Remaining Useful Life | 1 year | |
Favorable leases | Maximum | ||
Amortizable Intangible Assets: | ||
Remaining Useful Life | 40 years | |
Management contracts | Minimum | ||
Amortizable Intangible Assets: | ||
Remaining Useful Life | 1 year | |
Management contracts | Maximum | ||
Amortizable Intangible Assets: | ||
Remaining Useful Life | 7 years | |
Non-compete agreements | ||
Amortizable Intangible Assets: | ||
Remaining Useful Life | 2 years | |
NCM tax receivable agreement | ||
Amortizable Intangible Assets: | ||
Remaining Useful Life | 18 years | |
Carmike | ||
Amortizable Intangible Assets: | ||
Remaining Useful Life | 5 years | |
Nordic | ||
Amortizable Intangible Assets: | ||
Remaining Useful Life | 5 years 3 months 18 days | |
Gross Carrying Amount | $ 11.6 | |
Unamortized Intangible Assets: | ||
Trade names | $ 10.5 | |
Nordic | Favorable leases | ||
Amortizable Intangible Assets: | ||
Remaining Useful Life | 7 years | |
Gross Carrying Amount | $ 3.5 | |
Nordic | Trade name agreement | ||
Amortizable Intangible Assets: | ||
Remaining Useful Life | 4 years | |
Gross Carrying Amount | $ 0.4 | |
Starplex Cinemas | ||
Amortizable Intangible Assets: | ||
Remaining Useful Life | 8 years |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Amortization (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Amortization expense associated with the intangible assets | |||
Recorded amortization | $ 19.2 | $ 20 | $ 9.6 |
Projected annual amortization | |||
2,019 | 16.8 | ||
2,020 | 15.7 | ||
2,021 | 14.4 | ||
2,022 | 13 | ||
2,023 | $ 12.2 |
INVESTMENTS (Details)
INVESTMENTS (Details) | Jul. 02, 2018USD ($) | Jun. 18, 2018USD ($)agreement$ / sharesshares | Dec. 29, 2017USD ($) | Jun. 30, 2017USD ($)$ / shares | Mar. 07, 2017item | Dec. 26, 2013USD ($)item | Mar. 31, 2018shares | Jan. 31, 2018USD ($) | Dec. 31, 2018USD ($)itemshares | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($) | Mar. 15, 2018$ / shares |
Equity Method Investments Ownership Transactions [Abstract] | ||||||||||||
Impairment of investment | $ 3,500,000 | $ 204,500,000 | ||||||||||
Price per share (in dollars per share) | $ / shares | $ 7.42 | $ 6.86 | ||||||||||
Distribution and merger consideration received | $ 45,900,000 | |||||||||||
Recorded equity in earnings | $ 86,700,000 | $ (185,200,000) | $ 47,700,000 | |||||||||
Europe | ||||||||||||
Investments | ||||||||||||
Ownership percentage | 50.00% | |||||||||||
Number of theatres | item | 58 | |||||||||||
Equity Method Investments Ownership Transactions [Abstract] | ||||||||||||
Ownership percentage | 50.00% | |||||||||||
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 | ||||||||||||
Amounts due to affiliate | $ 900,000 | $ 2,800,000 | ||||||||||
National CineMedia Inc. [Member] | Investment Income (Expense) [Member] | NCM tax receivable agreement | ||||||||||||
Equity Method Investments Ownership Transactions [Abstract] | ||||||||||||
Receipt under tax receivable agreement | 5,400,000 | 6,000,000 | 7,800,000 | |||||||||
NCM | ||||||||||||
Investments | ||||||||||||
Ownership percentage | 4.50% | 4.00% | ||||||||||
Assets held for sale | 80,000,000 | |||||||||||
Common units returned under Common Unit Adjustment Agreement | shares | 915,150 | |||||||||||
Surrender of common units for make whole agreement | 23,100,000 | |||||||||||
Equity Method Investments Ownership Transactions [Abstract] | ||||||||||||
Gain on divestment of equity method investment | 30,600,000 | (22,600,000) | ||||||||||
Gain (loss) on sale | 28,900,000 | (22,200,000) | ||||||||||
Impairment of investment | 16,000,000 | 208,000,000 | ||||||||||
Price per share (in dollars per share) | $ / shares | $ 7.30 | $ 5.64 | ||||||||||
Number of unit purchase agreements | agreement | 2 | |||||||||||
Number of investment units sold | shares | 10,738,740 | |||||||||||
Aggregate consideration | $ 156,800,000 | |||||||||||
Ownership percentage | 4.50% | 4.00% | ||||||||||
Recorded equity in earnings | 28,900,000 | |||||||||||
Loss NCM charged to merger, acquisition and transaction costs | 28,900,000 | (22,200,000) | ||||||||||
NCM | Other Current Assets | ||||||||||||
Investments | ||||||||||||
Notes receivable from affiliate | 1,300,000 | |||||||||||
All Investees Except Those Specifically Excluded [Member] | ||||||||||||
Investments | ||||||||||||
Excess of recorded investment over proportional ownership of underlying equity | $ (40,000,000) | |||||||||||
DCM | ||||||||||||
Investments | ||||||||||||
Ownership percentage | 50.00% | |||||||||||
Notes receivable from affiliate | $ 600,000 | |||||||||||
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% | |||||||||||
SV Holdco | Class C Units | ||||||||||||
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% | |||||||||||
AC JV, LLC | Founding Members | ||||||||||||
Investments | ||||||||||||
Ownership percentage | 32.00% | |||||||||||
Consideration received for spin-off | $ 25,000,000 | |||||||||||
Equity Method Investments Ownership Transactions [Abstract] | ||||||||||||
Ownership percentage | 32.00% | |||||||||||
AC JV, LLC | Founding Members | 5% Promissory Note payable to NCM due 2019 | ||||||||||||
Investments | ||||||||||||
Consideration received for spin-off from each founder member | $ 8,300,000 | |||||||||||
Number of equal installments of interest and principal payments due | item | 6 | |||||||||||
Equity Method Investments Ownership Transactions [Abstract] | ||||||||||||
Stated interest rate (as a percent) | 5.00% | |||||||||||
DCIP | ||||||||||||
Investments | ||||||||||||
Ownership percentage | 29.00% | |||||||||||
Equity Method Investments Ownership Transactions [Abstract] | ||||||||||||
Ownership percentage | 29.00% | |||||||||||
Recorded equity in earnings | $ 29,100,000 | 28,600,000 | 27,500,000 | |||||||||
Other | ||||||||||||
Equity Method Investments Ownership Transactions [Abstract] | ||||||||||||
Recorded equity in earnings | $ 39,700,000 | 2,500,000 | $ 2,600,000 | |||||||||
RealD Inc. | ||||||||||||
Equity Method Investments Ownership Transactions [Abstract] | ||||||||||||
Number of shares divested by owner | shares | 1,222,780 | |||||||||||
Gain on divestment of equity method investment | $ 3,000,000 | |||||||||||
Dreamscape | ||||||||||||
Equity Method Investments Ownership Transactions [Abstract] | ||||||||||||
Purchase of preferred shares | $ 5 | 5,000,000 | ||||||||||
Central Services Studios, Inc. | ||||||||||||
Equity Method Investments Ownership Transactions [Abstract] | ||||||||||||
Purchase of preferred shares | $ 5 | $ 5,000,000 | ||||||||||
U.S. theatres and IMAX screen | ||||||||||||
Investments | ||||||||||||
Ownership percentage | 50.00% | |||||||||||
Number of theatres | item | 4 | |||||||||||
Number of screens | item | 1 | |||||||||||
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% | |||||||||||
Screenvision | ||||||||||||
Investments | ||||||||||||
Ownership percentage | 18.40% | |||||||||||
Equity Method Investments Ownership Transactions [Abstract] | ||||||||||||
Gain (loss) on sale | $ 30,100,000 | |||||||||||
Ownership percentage | 18.40% | |||||||||||
Carrying value of screenvision investment | $ 0 | |||||||||||
Recorded equity in earnings | 30,100,000 | |||||||||||
Loss NCM charged to merger, acquisition and transaction costs | $ 30,100,000 | |||||||||||
Theatres Divested as Required by US DOJ | NCM | ||||||||||||
Investments | ||||||||||||
Number of theatres | item | 24 | |||||||||||
Number of screens | item | 384 | |||||||||||
Equity Method Investments Ownership Transactions [Abstract] | ||||||||||||
Price per share (in dollars per share) | $ / shares | $ 7.30 | |||||||||||
Minimum | NCM | ||||||||||||
Investments | ||||||||||||
Ownership percentage | 4.50% | |||||||||||
Equity Method Investments Ownership Transactions [Abstract] | ||||||||||||
Ownership percentage | 4.50% | |||||||||||
Percentage change in the total annual attendance of all the founding members required to cause an earlier common unit adjustment | 2.00% | |||||||||||
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 | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transactions | |||||||||||
Deferred rent liability for digital projectors | $ 518.5 | $ 467.7 | $ 518.5 | $ 467.7 | |||||||
Revenue | 1,413.3 | $ 1,221.4 | $ 1,442.5 | $ 1,383.6 | 1,416.8 | $ 1,178.7 | $ 1,202.3 | $ 1,281.4 | 5,460.8 | 5,079.2 | $ 3,235.9 |
Advertising expense | 45.4 | 39.9 | 10.1 | ||||||||
DCM | |||||||||||
Related Party Transactions | |||||||||||
Amounts due from affiliate | $ 2.8 | 4.6 | 2.8 | 4.6 | |||||||
Revenue | $ 20.1 | 23.3 | 3.1 | ||||||||
Interest in non-consolidated affiliates (as a percent) | 50.00% | 50.00% | |||||||||
Ownership percentage | 50.00% | 50.00% | |||||||||
DCIP | |||||||||||
Related Party Transactions | |||||||||||
Amounts due from affiliate | $ 3.4 | 2.8 | $ 3.4 | 2.8 | |||||||
Deferred rent liability for digital projectors | 7.8 | 8.1 | 7.8 | 8.1 | |||||||
Digital equipment rental expense | $ 6.5 | 5.7 | 5 | ||||||||
Equipment rental term | 12 years | ||||||||||
Open Road Releasing, LLC, operator of ORF | |||||||||||
Related Party Transactions | |||||||||||
Amounts due from affiliate | $ 4.8 | $ 4.8 | |||||||||
Interest in non-consolidated affiliates (as a percent) | 50.00% | 50.00% | |||||||||
Additional loss | (8) | ||||||||||
Total proceeds | $ 28.8 | ||||||||||
Proceeds from disposition | $ 14 | ||||||||||
Ownership percentage | 50.00% | 50.00% | |||||||||
Gain (loss) on sale | $ 17.2 | ||||||||||
AC JV, LLC | |||||||||||
Related Party Transactions | |||||||||||
Amounts due to affiliate | $ 2.5 | 0.5 | 2.5 | 0.5 | |||||||
Gross film exhibition cost | 12.9 | 12.5 | 8 | ||||||||
Screenvision | |||||||||||
Related Party Transactions | |||||||||||
Amounts due from affiliate | 2.7 | 3.1 | 2.7 | 3.1 | |||||||
Revenue | 15.1 | 14 | $ 1.6 | ||||||||
Nordic | |||||||||||
Related Party Transactions | |||||||||||
Amounts due from affiliate | 2.6 | 5.7 | 2.6 | 5.7 | |||||||
Amounts due to affiliate | $ 1.7 | $ 2.5 | $ 1.7 | $ 2.5 |
INVESTMENTS - Sum. Finan. Info
INVESTMENTS - Sum. Finan. Info and Earnings (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 29, 2017 | Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 18, 2018 | Mar. 15, 2018 | Dec. 31, 2015 |
Financial Condition: | ||||||||
Current assets | $ 228.3 | $ 402.4 | ||||||
Noncurrent assets | 885.3 | 1,757 | ||||||
Total assets | 1,113.6 | 2,159.4 | ||||||
Current liabilities | 160.1 | 295.4 | ||||||
Noncurrent liabilities | 339.8 | 1,296.2 | ||||||
Total liabilities | 499.9 | 1,591.6 | ||||||
Stockholders' equity (deficit) | 613.8 | 567.8 | ||||||
Liabilities and stockholders' equity (deficit) | 1,113.6 | 2,159.4 | ||||||
The company's recorded investment | 232.4 | 389.5 | ||||||
Operating Results: | ||||||||
Revenues | 902.8 | 1,185.4 | $ 1,121.1 | |||||
Operating costs and expenses | 743 | 959.4 | 961.7 | |||||
Net earnings (loss) | 159.8 | 226 | 159.4 | |||||
Recorded equity in earnings | 86.7 | $ (185.2) | 47.7 | |||||
Impairment of investment | $ 3.5 | $ 204.5 | ||||||
Price per share (in dollars per share) | $ 7.42 | $ 6.86 | ||||||
NCM | ||||||||
Financial Condition: | ||||||||
The company's recorded investment | $ 161.1 | 323.9 | $ 327.5 | |||||
Operating Results: | ||||||||
Revenues | 193.9 | 426.1 | 447.6 | |||||
Operating costs and expenses | 171.9 | 324.2 | 338.3 | |||||
Net earnings (loss) | 22 | 101.9 | 109.3 | |||||
Recorded equity in earnings | 28.9 | |||||||
Impairment of investment | 16 | 208 | ||||||
Price per share (in dollars per share) | $ 7.30 | $ 5.64 | ||||||
NCM, Inc and NCM, LLC | ||||||||
Financial Condition: | ||||||||
Current assets | 173.5 | |||||||
Noncurrent assets | 759.2 | |||||||
Total assets | 932.7 | |||||||
Current liabilities | 125.4 | |||||||
Noncurrent liabilities | 923.3 | |||||||
Total liabilities | 1,048.7 | |||||||
Stockholders' equity (deficit) | (116) | |||||||
Liabilities and stockholders' equity (deficit) | 932.7 | |||||||
The company's recorded investment | 167.9 | |||||||
Operating Results: | ||||||||
Recorded equity in earnings | 17.9 | (216.3) | 17.6 | |||||
DCIP | ||||||||
Financial Condition: | ||||||||
Current assets | 57.9 | 56.3 | ||||||
Noncurrent assets | 684.3 | 771.3 | ||||||
Total assets | 742.2 | 827.6 | ||||||
Current liabilities | 60.7 | 52.5 | ||||||
Noncurrent liabilities | 132.1 | 302.4 | ||||||
Total liabilities | 192.8 | 354.9 | ||||||
Stockholders' equity (deficit) | 549.5 | 472.7 | ||||||
Liabilities and stockholders' equity (deficit) | 742.2 | 827.6 | ||||||
The company's recorded investment | 152.5 | 129.6 | ||||||
Operating Results: | ||||||||
Revenues | 176.7 | 177.4 | 178.8 | |||||
Operating costs and expenses | 81.9 | 84.3 | 89.6 | |||||
Net earnings (loss) | 94.8 | 93.1 | 89.2 | |||||
Recorded equity in earnings | 29.1 | 28.6 | 27.5 | |||||
Other | ||||||||
Financial Condition: | ||||||||
Current assets | 170.4 | 172.6 | ||||||
Noncurrent assets | 201 | 226.5 | ||||||
Total assets | 371.4 | 399.1 | ||||||
Current liabilities | 99.4 | 117.5 | ||||||
Noncurrent liabilities | 207.7 | 70.5 | ||||||
Total liabilities | 307.1 | 188 | ||||||
Stockholders' equity (deficit) | 64.3 | 211.1 | ||||||
Liabilities and stockholders' equity (deficit) | 371.4 | 399.1 | ||||||
The company's recorded investment | 79.9 | 92 | ||||||
Operating Results: | ||||||||
Revenues | 532.2 | 581.9 | 494.7 | |||||
Operating costs and expenses | 489.2 | 550.9 | 533.8 | |||||
Net earnings (loss) | 43 | 31 | (39.1) | |||||
Recorded equity in earnings | $ 39.7 | $ 2.5 | $ 2.6 |
INVESTMENTS - Rollforwards (Det
INVESTMENTS - Rollforwards (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 18, 2018 | Mar. 15, 2018 | Jun. 30, 2017 | |
Changes in carrying amount of investment in NCM and equity in losses of NCM | ||||||
Balance at the beginning of the period | $ 389.5 | |||||
Balance at the end of the period | 232.4 | $ 389.5 | ||||
Common Membership Units rollforward | ||||||
Price per share (in dollars per share) | $ 6.86 | $ 7.42 | ||||
Impairment loss | $ 13.8 | $ 43.6 | $ 5.5 | |||
Exhibitor Services Agreement | ||||||
Common Membership Units rollforward | ||||||
Term of amortization of the exhibitor services agreement (ESA) with NCM | 30 years | |||||
NCM | ||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | ||||||
Balance at the beginning of the period | $ 161.1 | 323.9 | 327.5 | |||
Surrender of common units for transferred theatres | (6.3) | (36.4) | ||||
Receipt of excess cash distributions | (15.3) | (28.6) | (21.6) | |||
Other-than-temporary impairment loss - held for sale | (14.4) | (206.3) | ||||
Equity in earnings | 3.2 | 15.3 | 19 | |||
Receipt of common units | 235.2 | |||||
Exchange of common units | 0.4 | |||||
Surrender of common units for make whole agreement | (23.1) | |||||
Equity in loss from amortization of basis difference | (2.4) | (1.4) | ||||
Sale of common units | (128.3) | |||||
Balance at the end of the period | $ 161.1 | 323.9 | ||||
Common Membership Units rollforward | ||||||
Units exchanged for NCM, Inc. shares | (116.5) | |||||
Surrender of common units for transferred theatres | (6.3) | $ (36.4) | ||||
Price per share (in dollars per share) | $ 7.30 | $ 5.64 | ||||
Gain (loss) on sale | 28.9 | (22.2) | ||||
NCM | Exhibitor Services Agreement | ||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | ||||||
Balance at the beginning of the period | (530.9) | (359.2) | (377.6) | |||
ASC 606 revenue recognition change in amortization method | (52.9) | |||||
Surrender of common units for transferred theatres | 5.2 | 35.7 | ||||
Amortization of ESA | 14.6 | 27.8 | 18.4 | |||
Receipt of common units | (235.2) | |||||
Balance at the end of the period | (564) | (530.9) | (359.2) | |||
Common Membership Units rollforward | ||||||
Surrender of common units for transferred theatres | $ 5.2 | 35.7 | ||||
Term of amortization of the exhibitor services agreement (ESA) with NCM | 30 years | |||||
NCM | Other Comprehensive (Income) | ||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | ||||||
Balance at the beginning of the period | $ (2.5) | (4) | (4) | |||
Equity in earnings | 0.1 | 1.5 | ||||
Sale of common units | 2.4 | |||||
Balance at the end of the period | (2.5) | (4) | ||||
NCM | Cash Received (Paid) | ||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | ||||||
Balance at the beginning of the period | 28.6 | 21.6 | 22.7 | |||
Receipt of excess cash distributions | 15.3 | 28.6 | 21.6 | |||
Sale of common units | 156.8 | |||||
Expenses on sale of shares | (1.4) | |||||
Balance at the end of the period | 170.7 | 28.6 | 21.6 | |||
NCM | Equity in (Earnings)/Loss | ||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | ||||||
Balance at the beginning of the period | 193.1 | (17.6) | (11.2) | |||
Surrender of common units for transferred theatres | 1.1 | 0.7 | ||||
Other-than-temporary impairment loss - held for sale | 14.4 | 206.3 | ||||
Equity in earnings | (3.3) | (16.8) | (19) | |||
Surrender of common units for make whole agreement | 0.5 | |||||
Equity in loss from amortization of basis difference | 2.4 | 1.4 | ||||
Sale of common units | (30.9) | |||||
Expenses on sale of shares | 1.4 | |||||
Balance at the end of the period | (17.3) | 193.1 | (17.6) | |||
Common Membership Units rollforward | ||||||
Surrender of common units for transferred theatres | 1.1 | 0.7 | ||||
NCM | G&A: Mergers and Acquisitions Expense | ||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | ||||||
Balance at the beginning of the period | 22.6 | |||||
Surrender of common units for make whole agreement | 22.6 | |||||
Balance at the end of the period | 22.6 | |||||
NCM | Advertising (Revenue) | ||||||
Changes in carrying amount of investment in NCM and equity in losses of NCM | ||||||
Balance at the beginning of the period | (27.8) | (18.4) | (15.3) | |||
Amortization of ESA | (14.6) | (27.8) | (18.4) | |||
Balance at the end of the period | $ (14.6) | $ (27.8) | $ (18.4) |
SUPPLEMENTAL BALANCE SHEET IN_3
SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2016 | Dec. 31, 2015 | |
Assets held for sale | |||||
Assets held for sale | $ 80 | ||||
Other current assets: | |||||
Prepaid rent | 63.9 | $ 82.3 | |||
Income taxes receivable | 26.5 | 24.7 | |||
Prepaid insurance and other | 50.2 | 17.5 | |||
Merchandise inventory | 34 | 35.2 | |||
Other | 28 | 38.1 | |||
Other current assets, total | 202.6 | 197.8 | |||
Other long-term assets: | |||||
Investments in real estate | 7.6 | 16.2 | |||
Deferred financing costs | 9.5 | 6.7 | |||
Investments in equity method investees | 389.5 | 232.4 | |||
Less: Reclassified to assets held for sale | (80) | ||||
Computer software | 83.7 | 104.3 | |||
Investment in common stock | 15 | 30.9 | |||
Pension and other benefits | 26.9 | 25.7 | |||
Derivative asset | 55.7 | ||||
Other | 23.7 | 33.6 | |||
Other long-term assets, total | 475.9 | 505.5 | $ 487 | ||
Accrued expenses and other liabilities: | |||||
Taxes other than income | 87.6 | 73.4 | |||
Interest | 27.5 | 32.6 | |||
Payroll and vacation | 30.4 | 39.6 | |||
Current portion of casualty claims and premiums | 11 | 11.2 | |||
Accrued bonus | 18.5 | 39.6 | |||
Theatre and other closure | 8.8 | 5.6 | |||
Accrued licensing and percentage rent | 20.4 | 18.9 | |||
Current portion of pension and other benefits liabilities | 0.3 | 0.3 | |||
Other | 146.6 | 157.3 | |||
Accrued expenses and other liabilities, total | 351.1 | 378.5 | |||
Other long-term liabilities: | |||||
Unfavorable lease obligations | 221.3 | 176.6 | |||
Deferred rent | 467.7 | 518.5 | |||
Pension and other benefits | 62.7 | 54.6 | |||
Deferred gain on sale lease backs | 76.8 | 102.4 | |||
RealD deferred lease incentive | 8.2 | 11.7 | |||
Casualty claims and premiums | 17.1 | 15.2 | |||
Theatre and other closure | 18.7 | 12.5 | |||
Other | 31.3 | 71.6 | |||
Other long-term liabilities, total | 903.8 | 963.1 | |||
NCM | |||||
Other current assets: | |||||
Held for sale | 80 | ||||
Other long-term assets: | |||||
Investments in equity method investees | 161.1 | $ 323.9 | $ 327.5 | ||
AMCE | |||||
Other long-term assets: | |||||
Other long-term assets, total | 5.8 | 59.8 | |||
Accrued expenses and other liabilities: | |||||
Accrued expenses and other liabilities, total | $ 24.2 | $ 31.5 |
CORPORATE BORROWINGS AND CAPI_3
CORPORATE BORROWINGS AND CAPITAL AND FINANCING LEASE OBLIGATIONS (Details) £ in Millions, $ in Millions | May 09, 2017 | Feb. 13, 2017USD ($) | Nov. 08, 2016GBP (£) | Dec. 11, 2015USD ($) | Apr. 30, 2013USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018GBP (£) | Dec. 31, 2018USD ($) | Sep. 14, 2018USD ($) | Dec. 31, 2017GBP (£) | Dec. 31, 2017USD ($) | Mar. 17, 2017GBP (£) | Mar. 17, 2017USD ($) | Dec. 21, 2016USD ($) | Nov. 29, 2016USD ($) | Nov. 08, 2016USD ($) | Mar. 31, 2016 | Jun. 05, 2015USD ($) | Feb. 07, 2014USD ($) |
CORPORATE BORROWINGS | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | $ 5,283.2 | $ 4,886.7 | |||||||||||||||||
Deferred charges | (104.4) | (103.7) | |||||||||||||||||
Net premiums | (64.4) | 26.8 | |||||||||||||||||
Derivative liability | 24 | ||||||||||||||||||
Less: current maturities | (82.2) | (87.7) | |||||||||||||||||
Corporate borrowings and capital and financing lease obligations, non-current | 5,201 | 4,799 | |||||||||||||||||
Revolving Credit Facility Due 2020 | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Deferred financing costs | $ 6.5 | $ 6.9 | |||||||||||||||||
Revolving Credit Facility Due 2020 | Minimum | LIBOR | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Spread on variable rate basis (as a percent) | 2.25% | ||||||||||||||||||
Revolving Credit Facility Due 2020 | Minimum | Base rate | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Spread on variable rate basis (as a percent) | 1.25% | ||||||||||||||||||
Revolving Credit Facility Due 2020 | Maximum | LIBOR | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Spread on variable rate basis (as a percent) | 2.50% | ||||||||||||||||||
Revolving Credit Facility Due 2020 | Maximum | Base rate | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Spread on variable rate basis (as a percent) | 1.50% | ||||||||||||||||||
Odeon Revolving Credit Facility | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | $ 11.9 | ||||||||||||||||||
Stated interest rate (as a percent) | 0.75% | 0.75% | |||||||||||||||||
Spread on variable rate basis (as a percent) | 2.50% | ||||||||||||||||||
Odeon Revolving Credit Facility | LIBOR | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Spread on variable rate basis (as a percent) | 2.50% | ||||||||||||||||||
Senior Secured Credit Facility | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Write-off of deferred financing costs | $ 0.3 | ||||||||||||||||||
Deferred financing costs | $ 1.5 | ||||||||||||||||||
Senior Secured Credit Facility | LIBOR | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Spread on variable rate basis (as a percent) | 2.25% | ||||||||||||||||||
Senior Secured Credit Facility | Base rate | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Spread on variable rate basis (as a percent) | 1.25% | ||||||||||||||||||
Senior Secured Credit Facility | Minimum | LIBOR | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Stated interest rate (as a percent) | 0.00% | 0.00% | |||||||||||||||||
Senior Secured Credit Facility | Minimum | Base rate | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Stated interest rate (as a percent) | 1.00% | 1.00% | |||||||||||||||||
Senior Secured Credit Facility Term-Loan due 2022 | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | $ 854.2 | 863 | |||||||||||||||||
Stated interest rate (as a percent) | 4.7051% | 4.7051% | |||||||||||||||||
Debt Instrument, Face Amount | 125 | ||||||||||||||||||
Deferred financing costs | $ 3.3 | ||||||||||||||||||
Senior Secured Credit Facility Term-Loan due 2022 | LIBOR | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Spread on variable rate basis (as a percent) | 3.25% | 2.75% | |||||||||||||||||
Senior Secured Credit Facility Term-Loan due 2022 | Base rate | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Spread on variable rate basis (as a percent) | 2.25% | 1.75% | |||||||||||||||||
Senior Secured Credit Facility Term Loan due 2023 | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | $ 491.2 | 496.3 | |||||||||||||||||
Stated interest rate (as a percent) | 4.7051% | 4.7051% | |||||||||||||||||
Debt Instrument, Face Amount | $ 500 | ||||||||||||||||||
Deferred financing costs | $ 18.8 | ||||||||||||||||||
Senior Secured Credit Facility Term Loan due 2023 | LIBOR | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Spread on variable rate basis (as a percent) | 2.75% | ||||||||||||||||||
Senior Secured Credit Facility Term Loan due 2023 | Base rate | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Spread on variable rate basis (as a percent) | 2.00% | ||||||||||||||||||
Senior Secured Credit Facility Term Loan due 2023 | Minimum | LIBOR | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Spread on variable rate basis (as a percent) | 0.00% | ||||||||||||||||||
Senior Secured Credit Facility Term Loan due 2023 | Minimum | Base rate | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Spread on variable rate basis (as a percent) | 1.00% | ||||||||||||||||||
Bridge Loan Agreement due 2017 | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Deferred charges | $ (4.4) | ||||||||||||||||||
Debt Instrument, Face Amount | 350 | ||||||||||||||||||
Write-off of deferred financing costs | $ 3.7 | ||||||||||||||||||
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% | |||||||||||||||
Debt Instrument, Face Amount | $ 230 | ||||||||||||||||||
Senior Unsecured Convertible Notes due 2024 | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | $ 600 | ||||||||||||||||||
Deferred charges | (13) | $ (12.5) | |||||||||||||||||
Net premiums | (86.7) | (90.4) | |||||||||||||||||
Derivative liability | $ 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 | $ 2.8 | |||||||||||||||||
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 | |||||||||||||||||
Stated interest rate (as a percent) | 5.875% | 5.875% | 5.875% | 5.875% | 5.875% | 5.875% | |||||||||||||
Debt Instrument, Face Amount | $ 375 | ||||||||||||||||||
Deferred financing costs | $ 7.7 | ||||||||||||||||||
6.375% Senior Subordinated Notes due 2024 | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | $ 634.1 | $ 675.1 | |||||||||||||||||
Deferred charges | $ (12.7) | ||||||||||||||||||
Stated interest rate (as a percent) | 6.375% | 6.375% | 6.375% | 6.375% | 6.375% | 6.375% | 6.375% | 6.375% | |||||||||||
Debt Instrument, Face Amount | £ | £ 250 | £ 500 | £ 500 | £ 250 | |||||||||||||||
Deferred financing costs | $ 14.1 | ||||||||||||||||||
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% | 5.75% | 5.75% | |||||||||||||
Debt Instrument, Face Amount | $ 600 | ||||||||||||||||||
Deferred financing costs | $ 11.4 | ||||||||||||||||||
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% | 5.875% | 5.875% | |||||||||||||
Debt Instrument, Face Amount | $ 595 | ||||||||||||||||||
Deferred financing costs | $ 27 | ||||||||||||||||||
6.125% Senior Subordinated Notes due 2027 | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | $ 475 | $ 475 | |||||||||||||||||
Deferred charges | $ (19.8) | ||||||||||||||||||
Stated interest rate (as a percent) | 6.125% | 6.125% | 6.125% | 6.125% | 6.125% | 6.125% | |||||||||||||
Debt Instrument, Face Amount | $ 475 | ||||||||||||||||||
Capital and financing lease obligations | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | $ 560.3 | $ 651.4 | |||||||||||||||||
Capital and financing lease obligations | Minimum | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Stated interest rate (as a percent) | 5.75% | 5.75% | 5.75% | 5.75% | |||||||||||||||
Capital and financing lease obligations | Maximum | |||||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||||
Stated interest rate (as a percent) | 11.50% | 11.50% | 11.50% | 11.50% |
CORPORATE BORROWINGS AND CAPI_4
CORPORATE BORROWINGS AND CAPITAL AND FINANCING LEASE OBLIGATIONS - Minimum annual payments (Details) $ in Millions | Dec. 31, 2018USD ($) |
Capital and Financing Lease Obligations, Minimum Lease Payments | |
2,019 | $ 100.7 |
2,020 | 96.6 |
2,021 | 87.8 |
2,022 | 82.7 |
2,023 | 70.4 |
Thereafter | 331.5 |
Total | 769.7 |
Capital and Financing Lease Obligations, Less Interest | |
2,019 | 33.7 |
2,020 | 29.4 |
2,021 | 25.2 |
2,022 | 21.1 |
2,023 | 17.3 |
Thereafter | 82.7 |
Total | 209.4 |
Capital and Financing Lease Obligations, Principal | |
2,019 | 67 |
2,020 | 67.2 |
2,021 | 62.6 |
2,022 | 61.6 |
2,023 | 53.1 |
Thereafter | 248.8 |
Total | 560.3 |
Principal Amount of Corporate Borrowings | |
2,019 | 15.2 |
2,020 | 13.8 |
2,021 | 13.8 |
2,022 | 1,219.7 |
2,023 | 701.3 |
Thereafter | 2,904.1 |
Total | 4,867.9 |
Future maturities of corporate borrowings and capital and financing leases | |
2,019 | 82.2 |
2,020 | 81 |
2,021 | 76.4 |
2,022 | 1,281.3 |
2,023 | 754.4 |
Thereafter | 3,152.9 |
Total | $ 5,428.2 |
CORPORATE BORROWINGS AND CAPI_5
CORPORATE BORROWINGS AND CAPITAL AND FINANCING LEASE OBLIGATIONS - Senior Unsecured Convertible Notes (Details) | Nov. 01, 2018USD ($)$ / shares | Sep. 25, 2018USD ($)$ / shares | Sep. 14, 2018USD ($)item$ / sharesshares | Jul. 24, 2018USD ($)$ / shares | May 03, 2018USD ($)$ / shares | Feb. 28, 2018USD ($)$ / shares | Dec. 19, 2016USD ($)$ / shares | Sep. 19, 2016USD ($)$ / shares | Mar. 21, 2016USD ($)$ / shares | Jun. 20, 2016USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($) | Jul. 14, 2018USD ($) | Jun. 30, 2017$ / shares |
CORPORATE BORROWINGS | |||||||||||||||||
Discount | $ (64,400,000) | $ (64,400,000) | $ (64,400,000) | $ 26,800,000 | |||||||||||||
Deferred charges | (104,400,000) | (104,400,000) | (104,400,000) | (103,700,000) | |||||||||||||
Derivative liability | 24,000,000 | $ 24,000,000 | 24,000,000 | ||||||||||||||
Special dividend (in dollars per share) | $ / shares | $ 0.20 | $ 1.55 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | ||||||||
Special dividend value | $ 21,200,000 | $ 162,900,000 | $ 25,800,000 | $ 26,000,000 | $ 26,000,000 | $ 25,900,000 | $ 26,500,000 | $ 26,200,000 | $ 26,500,000 | ||||||||
Value of stock repurchased and canceled | (412,600,000) | ||||||||||||||||
Interest expense | $ 262,300,000 | 231,600,000 | $ 110,700,000 | ||||||||||||||
Other expense | $ 1,000,000 | ||||||||||||||||
Other income related to derivative assets and liabilities | $ 165,500,000 | ||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 6.86 | $ 7.42 | |||||||||||||||
Conversion rate (in dollars per share) | $ / shares | $ 18.95 | $ 18.95 | $ 18.95 | ||||||||||||||
Number of shares upon conversion | 31,662,269 | ||||||||||||||||
Senior Unsecured Convertible Notes due 2024 | |||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||
Principal balance | 600,000,000 | $ 600,000,000 | $ 600,000,000 | $ 600,000,000 | |||||||||||||
Discount | (90,400,000) | (86,700,000) | (86,700,000) | (86,700,000) | |||||||||||||
Deferred charges | (12,500,000) | (13,000,000) | (13,000,000) | (13,000,000) | |||||||||||||
Derivative asset | 10,700,000 | ||||||||||||||||
Derivative liability | 90,400,000 | 24,000,000 | 24,000,000 | 24,000,000 | |||||||||||||
Carrying value | $ 587,500,000 | $ 524,300,000 | $ 524,300,000 | $ 524,300,000 | |||||||||||||
Stated interest rate (as a percent) | 2.95% | 2.95% | 2.95% | 2.95% | |||||||||||||
Effective interest rate | 5.98% | ||||||||||||||||
Interest expense | $ 9,700,000 | ||||||||||||||||
Other income related to derivative assets and liabilities | $ 45,000,000 | $ 66,400,000 | |||||||||||||||
If-converted value in excess of principal | $ 211,200,000 | ||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 12.28 | $ 12.28 | $ 12.28 | ||||||||||||||
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 | Additional Deferred Charges | |||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||
Deferred charges | $ (1,100,000) | $ (1,100,000) | $ (1,100,000) | ||||||||||||||
Carrying value | (1,100,000) | (1,100,000) | (1,100,000) | ||||||||||||||
Senior Unsecured Convertible Notes due 2024 | (Increase) decrease to Net Earnings | |||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||
Discount | 3,700,000 | 3,700,000 | 3,700,000 | ||||||||||||||
Deferred charges | 600,000 | 600,000 | 600,000 | ||||||||||||||
Derivative liability | (66,400,000) | (66,400,000) | (66,400,000) | ||||||||||||||
Carrying value | $ (62,100,000) | $ (62,100,000) | $ (62,100,000) | ||||||||||||||
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 | |||||||||||||||||
Principal balance | $ 1,000 | ||||||||||||||||
Conversion rate | 52.7704 | ||||||||||||||||
Conversion rate (in dollars per share) | $ / shares | $ 18.95 | ||||||||||||||||
Number of shares upon conversion | 31,662,269 | ||||||||||||||||
Senior Unsecured Convertible Notes due 2024 | Class B common stock | |||||||||||||||||
CORPORATE BORROWINGS | |||||||||||||||||
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 |
CORPORATE BORROWINGS AND CAPI_6
CORPORATE BORROWINGS AND CAPITAL AND FINANCING LEASE OBLIGATIONS - Senior Secured Credit Facility (Details) € in Millions, £ in Millions | May 09, 2017 | Mar. 17, 2017GBP (£) | Feb. 13, 2017USD ($) | Nov. 08, 2016GBP (£) | Dec. 11, 2015USD ($) | Jun. 05, 2015USD ($) | Apr. 30, 2013USD ($) | Dec. 31, 2018GBP (£)item | Dec. 31, 2018USD ($)item | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2018EUR (€) | Dec. 31, 2018USD ($) | Dec. 31, 2017GBP (£) | Dec. 31, 2017USD ($) | Dec. 07, 2017EUR (€) | Dec. 07, 2017USD ($) | Jun. 13, 2017USD ($) | Mar. 17, 2017USD ($) | Dec. 21, 2016USD ($) | Nov. 29, 2016USD ($) | Nov. 08, 2016USD ($) | Mar. 31, 2016 | Feb. 07, 2014USD ($) |
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Deferred financing costs | $ 104,400,000 | $ 103,700,000 | |||||||||||||||||||||||
Other Nonoperating Income (Expense) | $ 108,100,000 | $ 1,500,000 | $ (300,000) | ||||||||||||||||||||||
Loss on extinguishment of Bridge loan | (400,000) | ||||||||||||||||||||||||
Odeon Revolving Credit Facility | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Stated interest rate (as a percent) | 0.75% | 0.75% | 0.75% | ||||||||||||||||||||||
Spread on variable rate basis (as a percent) | 2.50% | 2.50% | |||||||||||||||||||||||
Maximum borrowing capacity | € 100 | $ 126,800,000 | |||||||||||||||||||||||
Outstanding borrowings | £ 9.4 | $ 11,900,000 | |||||||||||||||||||||||
Undrawn commitment fee | 0.50% | 0.50% | |||||||||||||||||||||||
Odeon Revolving Credit Facility | LIBOR | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Spread on variable rate basis (as a percent) | 2.50% | 2.50% | |||||||||||||||||||||||
Odeon Revolving Credit Facility | Letter of Credit | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Available borrowing capacity | € 73.9 | $ 21,200,000 | |||||||||||||||||||||||
Remaining borrowing capacity | £ 16.7 | 93,700,000 | |||||||||||||||||||||||
Bridge Loan Agreement due 2017 | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Debt instrument face amount | 350,000,000 | ||||||||||||||||||||||||
Deferred financing costs | 4,400,000 | ||||||||||||||||||||||||
Other Nonoperating Income (Expense) | $ 400,000 | ||||||||||||||||||||||||
Write-off of deferred financing costs | 3,700,000 | ||||||||||||||||||||||||
Loss on extinguishment of Bridge loan | $ 3,300,000 | ||||||||||||||||||||||||
Senior Secured Credit Facility | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Loss on credit agreement amendment | $ 1,000,000 | ||||||||||||||||||||||||
Maximum borrowing capacity | $ 925,000,000 | ||||||||||||||||||||||||
Deferred financing costs | $ 1,500,000 | ||||||||||||||||||||||||
Write-off of deferred financing costs | $ 300,000 | ||||||||||||||||||||||||
Stay of enforcement period | 60 days | 60 days | |||||||||||||||||||||||
Senior Secured Credit Facility | Minimum | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Principal amount of guarantor or any significant subsidiary considered for defaults under other indebtedness, minimum | $ 25,000,000 | ||||||||||||||||||||||||
Number of uninsured judgments against the entity, any guarantor, or any significant subsidiary for specified principal amount considered as events of default, minimum | item | 1 | 1 | |||||||||||||||||||||||
Principal amount for which uninsured judgements against the entity, any guarantor, or any significant subsidiary considered as events of default | $ 25,000,000 | ||||||||||||||||||||||||
Senior Secured Credit Facility | Maximum | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Debt covenants, leverage ratio | 3.25 | 3.25 | 3.25 | ||||||||||||||||||||||
Senior Secured Credit Facility | Base rate | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Spread on variable rate basis (as a percent) | 1.25% | ||||||||||||||||||||||||
Senior Secured Credit Facility | Base rate | Minimum | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Stated interest rate (as a percent) | 1.00% | 1.00% | 1.00% | ||||||||||||||||||||||
Senior Secured Credit Facility | LIBOR | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Spread on variable rate basis (as a percent) | 2.25% | ||||||||||||||||||||||||
Senior Secured Credit Facility | LIBOR | Minimum | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Stated interest rate (as a percent) | 0.00% | 0.00% | 0.00% | ||||||||||||||||||||||
Revolving Credit Facility Due 2020 | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Maximum borrowing capacity | 150,000,000 | $ 225,000,000 | |||||||||||||||||||||||
Deferred financing costs | $ 6,500,000 | 6,900,000 | |||||||||||||||||||||||
Unused commitment fee (as a percent) | 0.50% | 0.50% | |||||||||||||||||||||||
Revolving Credit Facility Due 2020 | Maximum | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Undrawn commitment fee | 0.25% | 0.25% | |||||||||||||||||||||||
Revolving Credit Facility Due 2020 | Base rate | Minimum | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Spread on variable rate basis (as a percent) | 1.25% | 1.25% | |||||||||||||||||||||||
Revolving Credit Facility Due 2020 | Base rate | Maximum | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Spread on variable rate basis (as a percent) | 1.50% | 1.50% | |||||||||||||||||||||||
Revolving Credit Facility Due 2020 | LIBOR | Minimum | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Spread on variable rate basis (as a percent) | 2.25% | 2.25% | |||||||||||||||||||||||
Revolving Credit Facility Due 2020 | LIBOR | Maximum | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Spread on variable rate basis (as a percent) | 2.50% | 2.50% | |||||||||||||||||||||||
Senior Secured Credit Facility-Term Loan due 2020 | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Debt instrument face amount | $ 775,000,000 | ||||||||||||||||||||||||
Required quarterly repayments of principal (as a percent) | 0.25% | ||||||||||||||||||||||||
Periodic principal payment required | $ 1,900,000 | ||||||||||||||||||||||||
Deferred financing costs | $ 2,200,000 | ||||||||||||||||||||||||
Discount percentage on issuance of term loan | 0.25% | ||||||||||||||||||||||||
Senior Secured Credit Facility Term-Loan due 2022 | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Debt instrument face amount | 125,000,000 | ||||||||||||||||||||||||
Stated interest rate (as a percent) | 4.7051% | 4.7051% | 4.7051% | ||||||||||||||||||||||
Deferred financing costs | $ 3,300,000 | ||||||||||||||||||||||||
Loss on extinguishment of Bridge loan | $ (1,400,000) | ||||||||||||||||||||||||
Senior Secured Credit Facility Term-Loan due 2022 | Base rate | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Spread on variable rate basis (as a percent) | 2.25% | 1.75% | |||||||||||||||||||||||
Senior Secured Credit Facility Term-Loan due 2022 | LIBOR | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Spread on variable rate basis (as a percent) | 3.25% | 2.75% | |||||||||||||||||||||||
Senior Secured Credit Facility Term Loan due 2023 | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Debt instrument face amount | $ 500,000,000 | ||||||||||||||||||||||||
Stated interest rate (as a percent) | 4.7051% | 4.7051% | 4.7051% | ||||||||||||||||||||||
Deferred financing costs | $ 18,800,000 | ||||||||||||||||||||||||
Discount percentage on issuance of term loan | 0.25% | ||||||||||||||||||||||||
Discount amount on issuance of term loan | $ 1,300,000 | ||||||||||||||||||||||||
Premium on repayment (as a percent) | 1.00% | 1.00% | |||||||||||||||||||||||
Senior Secured Credit Facility Term Loan due 2023 | Base rate | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Spread on variable rate basis (as a percent) | 2.00% | ||||||||||||||||||||||||
Senior Secured Credit Facility Term Loan due 2023 | Base rate | Minimum | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Spread on variable rate basis (as a percent) | 1.00% | ||||||||||||||||||||||||
Senior Secured Credit Facility Term Loan due 2023 | LIBOR | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Spread on variable rate basis (as a percent) | 2.75% | ||||||||||||||||||||||||
Senior Secured Credit Facility Term Loan due 2023 | LIBOR | Minimum | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Spread on variable rate basis (as a percent) | 0.00% | ||||||||||||||||||||||||
Senior Secured Credit Facility Term Loans Due 2022 And 2023 | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Effective interest rate for borrowings | 3.727% | 3.727% | 3.727% | ||||||||||||||||||||||
Required quarterly repayments of principal (as a percent) | 0.25% | 0.25% | 0.25% | ||||||||||||||||||||||
Periodic principal payment required | $ 3,500,000 | ||||||||||||||||||||||||
Senior Secured Credit Facility Term Loans Due 2022 And 2023 | Base rate | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Spread on variable rate basis (as a percent) | 2.00% | 2.00% | |||||||||||||||||||||||
Senior Secured Credit Facility Term Loans Due 2022 And 2023 | LIBOR | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Spread on variable rate basis (as a percent) | 2.75% | 2.75% | |||||||||||||||||||||||
6.0% Senior Secured Notes due 2023 | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Debt instrument face amount | $ 230,000,000 | ||||||||||||||||||||||||
Corporate borrowings, noncurrent, fair value | 242,100,000 | ||||||||||||||||||||||||
Closing price | $ 105.25 | ||||||||||||||||||||||||
Stated interest rate (as a percent) | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | ||||||||||||||||||||
5.875% Senior Subordinated Notes due 2022 | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Debt instrument face amount | $ 375,000,000 | ||||||||||||||||||||||||
Stated interest rate (as a percent) | 5.875% | 5.875% | 5.875% | 5.875% | 5.875% | 5.875% | 5.875% | ||||||||||||||||||
Deferred financing costs | $ 7,700,000 | ||||||||||||||||||||||||
5.875% Senior Subordinated Notes due 2022 | Initial Redemption Period | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Redemption price of debt instrument (as a percent) | 104.406% | 104.406% | |||||||||||||||||||||||
5.875% Senior Subordinated Notes due 2022 | Terminal Redemption Period | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Redemption price of debt instrument (as a percent) | 100.00% | 100.00% | |||||||||||||||||||||||
6.375% Senior Subordinated Notes due 2024 | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Debt instrument face amount | £ | £ 250 | £ 250 | £ 500 | £ 500 | |||||||||||||||||||||
Deferred financing costs | $ 12,700,000 | ||||||||||||||||||||||||
Stated interest rate (as a percent) | 6.375% | 6.375% | 6.375% | 6.375% | 6.375% | 6.375% | 6.375% | 6.375% | 6.375% | ||||||||||||||||
Deferred financing costs | $ 14,100,000 | ||||||||||||||||||||||||
Debt instrument redemption amount as a percentage of principal amount | 35.00% | ||||||||||||||||||||||||
Percentage of principal amount of the outstanding Original Notes validly tendered under exchange offer | 106.00% | ||||||||||||||||||||||||
Outstanding aggregate principal balance | £ | £ 250 | ||||||||||||||||||||||||
Number of days to file | 270 days | 270 days | |||||||||||||||||||||||
Number of days for effectiveness | 365 days | 365 days | |||||||||||||||||||||||
6.375% Senior Subordinated Notes due 2024 | Minimum | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Debt instrument redemption amount as a percentage of principal amount | 100.00% | ||||||||||||||||||||||||
6.375% Senior Subordinated Notes due 2024 | Maximum | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Debt instrument redemption amount as a percentage of principal amount | 104.781% | ||||||||||||||||||||||||
6.375% Senior Subordinated Notes due 2024 | Initial Redemption Period | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Redemption price of debt instrument (as a percent) | 104.781% | 104.781% | |||||||||||||||||||||||
6.375% Senior Subordinated Notes due 2024 | Terminal Redemption Period | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Redemption price of debt instrument (as a percent) | 100.00% | 100.00% | |||||||||||||||||||||||
5.75 % Senior Subordinated Notes due 2025 | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Debt instrument face amount | $ 600,000,000 | ||||||||||||||||||||||||
Stated interest rate (as a percent) | 5.75% | 5.75% | 5.75% | 5.75% | 5.75% | 5.75% | 5.75% | ||||||||||||||||||
Deferred financing costs | $ 11,400,000 | ||||||||||||||||||||||||
Stay of enforcement period | 210 days | ||||||||||||||||||||||||
5.75 % Senior Subordinated Notes due 2025 | Initial Redemption Period | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Redemption price of debt instrument (as a percent) | 102.875% | 102.875% | |||||||||||||||||||||||
5.75 % Senior Subordinated Notes due 2025 | Terminal Redemption Period | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Redemption price of debt instrument (as a percent) | 100.00% | 100.00% | |||||||||||||||||||||||
5.875% Senior Subordinated Notes due 2026 | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Debt instrument face amount | $ 595,000,000 | ||||||||||||||||||||||||
Stated interest rate (as a percent) | 5.875% | 5.875% | 5.875% | 5.875% | 5.875% | 5.875% | 5.875% | ||||||||||||||||||
Deferred financing costs | $ 27,000,000 | ||||||||||||||||||||||||
Number of days to file | 270 days | ||||||||||||||||||||||||
Number of days for effectiveness | 365 days | ||||||||||||||||||||||||
5.875% Senior Subordinated Notes due 2026 | Initial Redemption Period | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Redemption price of debt instrument (as a percent) | 102.938% | 102.938% | |||||||||||||||||||||||
5.875% Senior Subordinated Notes due 2026 | Terminal Redemption Period | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Redemption price of debt instrument (as a percent) | 100.00% | 100.00% | |||||||||||||||||||||||
6.125% Senior Subordinated Notes due 2027 | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Debt instrument face amount | $ 475,000,000 | ||||||||||||||||||||||||
Deferred financing costs | $ 19,800,000 | ||||||||||||||||||||||||
Stated interest rate (as a percent) | 6.125% | 6.125% | 6.125% | 6.125% | 6.125% | 6.125% | 6.125% | ||||||||||||||||||
Debt instrument redemption amount as a percentage of principal amount | 35.00% | ||||||||||||||||||||||||
Number of days to file | 270 days | ||||||||||||||||||||||||
Number of days for effectiveness | 365 days | ||||||||||||||||||||||||
6.125% Senior Subordinated Notes due 2027 | Minimum | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Redemption price of debt instrument (as a percent) | 100.00% | ||||||||||||||||||||||||
6.125% Senior Subordinated Notes due 2027 | Maximum | |||||||||||||||||||||||||
Corporate borrowings and capital and financing lease obligations | |||||||||||||||||||||||||
Redemption price of debt instrument (as a percent) | 103.063% |
CORPORATE BORROWINGS AND CAPI_7
CORPORATE BORROWINGS AND CAPITAL AND FINANCING LEASE OBLIGATIONS - Financial Covenants (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Corporate borrowings and capital and financing lease obligations | |
Maximum additional debt | $ 621.1 |
5.875% Senior Subordinated Notes due 2022 | |
Corporate borrowings and capital and financing lease obligations | |
Maximum dividends allowed through the second anniversary of issuance | 2,500 |
Senior Secured Revolving Credit Facility | |
Corporate borrowings and capital and financing lease obligations | |
Available borrowing capacity | $ 211.2 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) $ / shares in Units, $ in Millions | Feb. 15, 2019$ / shares | Nov. 01, 2018USD ($)$ / shares | Sep. 14, 2018USD ($)item$ / sharesshares | Jul. 24, 2018USD ($)$ / shares | May 03, 2018USD ($)$ / shares | Feb. 28, 2018USD ($)$ / shares | Aug. 03, 2017USD ($) | Feb. 13, 2017USD ($)$ / sharesshares | Dec. 19, 2016USD ($)$ / shares | Sep. 19, 2016USD ($)$ / shares | Mar. 21, 2016USD ($)$ / shares | Jun. 20, 2016USD ($)$ / shares | Dec. 31, 2018USD ($)employeeitem$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Jun. 30, 2017$ / shares |
Dividends | ||||||||||||||||
Amount per Share of Common Stock | $ / shares | $ 0.20 | $ 1.55 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | |||||||
Dividends declared | $ 21.2 | $ 162.9 | $ 25.8 | $ 26 | $ 26 | $ 25.9 | $ 26.5 | $ 26.2 | $ 26.5 | |||||||
Dividends and dividend equivalents | $ 258.1 | $ 104.6 | $ 79.6 | |||||||||||||
Deferred tax asset for dividend equivalents paid | 0.5 | |||||||||||||||
Shares surrendered to pay for payroll taxes, value | 1.8 | 6.5 | 0.5 | |||||||||||||
Accrued unpaid dividends | 4 | 1.1 | 0.5 | |||||||||||||
Additional Public Offering | ||||||||||||||||
Value of shares issued | 616.8 | |||||||||||||||
Additional paid-in capital | 1,998.4 | $ 2,241.6 | ||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 6.86 | $ 7.42 | ||||||||||||||
Value of stock repurchased and canceled | $ (412.6) | |||||||||||||||
Number of shares upon conversion | 31,662,269 | |||||||||||||||
Reclassification from temporary equity | $ 0.3 | 0.2 | ||||||||||||||
Treasury Stock | ||||||||||||||||
Cost of treasury shares | $ 8.2 | 47.5 | ||||||||||||||
Equity disclosures | ||||||||||||||||
Total estimated unrecognized compensation cost related to nonvested stock-based compensation arrangements | $ 13.6 | |||||||||||||||
Expected performance target to be achieved (as a percent) | 100.00% | |||||||||||||||
Value of shares issued for stock based compensation | $ 14.9 | $ 3.9 | 4.9 | |||||||||||||
Price per share (in dollars per share) | $ / shares | $ 6.86 | $ 7.42 | ||||||||||||||
Recorded stock-based compensation expense | 14.9 | |||||||||||||||
Related Party Transactions | ||||||||||||||||
Wanda capital contribution | 10 | |||||||||||||||
Treasury Stock | ||||||||||||||||
Treasury Stock | ||||||||||||||||
Cost of treasury shares | 8.2 | $ 47.5 | ||||||||||||||
Additional Paid-in Capital | ||||||||||||||||
Dividends | ||||||||||||||||
Shares surrendered to pay for payroll taxes, value | 1.8 | 6.5 | 0.5 | |||||||||||||
Additional Public Offering | ||||||||||||||||
Value of shares issued | 616.6 | |||||||||||||||
Value of stock repurchased and canceled | (256.7) | |||||||||||||||
Reclassification from temporary equity | 0.3 | 0.2 | ||||||||||||||
Equity disclosures | ||||||||||||||||
Value of shares issued for stock based compensation | 14.9 | 3.9 | 4.9 | |||||||||||||
Related Party Transactions | ||||||||||||||||
Wanda capital contribution | 10 | |||||||||||||||
G&A: Other | ||||||||||||||||
Equity disclosures | ||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | 14.9 | 5.7 | $ 6.8 | |||||||||||||
Senior Unsecured Convertible Notes due 2024 | ||||||||||||||||
Additional Public Offering | ||||||||||||||||
Carrying value | $ 587.5 | $ 524.3 | ||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 12.28 | |||||||||||||||
Equity disclosures | ||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 12.28 | |||||||||||||||
Maximum | ||||||||||||||||
Additional Public Offering | ||||||||||||||||
Ownership percentage | 50.00% | |||||||||||||||
Three-year performance threshold | ||||||||||||||||
Equity disclosures | ||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | (2) | |||||||||||||||
Members of management and executive officers | Performance Vesting | ||||||||||||||||
Equity disclosures | ||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ (1.8) | |||||||||||||||
Period of cumulative adjusted EBITDA, diluted earnings pershare, and net profit results to meet the performance target condition | 3 years | |||||||||||||||
Former Employee and Current Employee | ||||||||||||||||
Additional Public Offering | ||||||||||||||||
Number of former employees | employee | 1 | |||||||||||||||
Number of current employees | employee | 1 | |||||||||||||||
Temporary equity (in shares) | shares | 37,105 | |||||||||||||||
Reclassification from temporary equity | $ 0.4 | |||||||||||||||
Former Employee | ||||||||||||||||
Additional Public Offering | ||||||||||||||||
Temporary equity (in shares) | shares | 27,197 | 27,197 | ||||||||||||||
Reclassification from temporary equity | $ 0.3 | $ 0.2 | ||||||||||||||
RSU and PSU Units | ||||||||||||||||
Equity disclosures | ||||||||||||||||
Restricted stock unit granted (in shares) | shares | 1,313,152 | 701,788 | 618,092 | |||||||||||||
Shares of RSU and PSU | ||||||||||||||||
Balance at the beginning of the period (in shares) | shares | 1,083,841 | 556,510 | 19,226 | |||||||||||||
Granted (in shares) | shares | 1,313,152 | 701,788 | 618,092 | |||||||||||||
Vested (in shares) | shares | (408,848) | (92,722) | (19,226) | |||||||||||||
Forfeited (in shares) | shares | (53,698) | (44,309) | (7,767) | |||||||||||||
Canceled | shares | (37,426) | (53,815) | ||||||||||||||
Nonvested at the end of the period (in shares) | shares | 1,934,447 | 1,083,841 | 556,510 | |||||||||||||
Weighted Average Grant Date Fair Value | ||||||||||||||||
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 28.61 | $ 24.88 | $ 29.59 | |||||||||||||
Granted (in dollars per share) | $ / shares | 15.65 | 31.23 | 24.88 | |||||||||||||
Vested (in dollars per share) | $ / shares | 21.68 | 24.88 | 29.59 | |||||||||||||
Forfeited (in dollars per share) | $ / shares | 20.69 | 28.68 | 24.88 | |||||||||||||
Cancelled (in dollars per share) | $ / shares | 31.45 | (24.88) | ||||||||||||||
Unvested at the end of the period (in dollars per share) | $ / shares | 21.50 | $ 28.61 | $ 24.88 | |||||||||||||
RSU and PSU Units | Minimum | ||||||||||||||||
Additional Public Offering | ||||||||||||||||
Price per share (in dollars per share) | $ / shares | 15.04 | |||||||||||||||
Equity disclosures | ||||||||||||||||
Price per share (in dollars per share) | $ / shares | 15.04 | |||||||||||||||
RSU and PSU Units | Maximum | ||||||||||||||||
Additional Public Offering | ||||||||||||||||
Price per share (in dollars per share) | $ / shares | 31.45 | |||||||||||||||
Equity disclosures | ||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 31.45 | |||||||||||||||
2018 RSU awards | ||||||||||||||||
Equity disclosures | ||||||||||||||||
Recorded stock-based compensation expense | $ 3.3 | |||||||||||||||
2017 RSU awards | ||||||||||||||||
Equity disclosures | ||||||||||||||||
Recorded stock-based compensation expense | 1.8 | |||||||||||||||
2016 RSU awards | ||||||||||||||||
Equity disclosures | ||||||||||||||||
Recorded stock-based compensation expense | 1.1 | |||||||||||||||
Performance Vesting | Members of management and executive officers | ||||||||||||||||
Equity disclosures | ||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 5.8 | |||||||||||||||
Restricted stock unit granted (in shares) | shares | 653,669 | |||||||||||||||
Number of days from the termination of service for settlement of fully vested units | 30 days | |||||||||||||||
Period of cumulative free cash flow and net income required to meet the performance target condition | 3 years | |||||||||||||||
Period of cumulative adjusted EBITDA, diluted earnings pershare, and net profit results to meet the performance target condition | 3 years | |||||||||||||||
Shares of RSU and PSU | ||||||||||||||||
Granted (in shares) | shares | 653,669 | |||||||||||||||
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 | Stock options | ||||||||||||||||
Equity disclosures | ||||||||||||||||
Number of shares authorized | shares | 9,474,000 | |||||||||||||||
Number of shares remaining available for grant | shares | 6,132,030 | |||||||||||||||
2013 Equity Incentive Plan | Stock options | Board of Director | ||||||||||||||||
Equity disclosures | ||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 0.5 | $ 0.4 | $ 0.5 | |||||||||||||
2013 Equity Incentive Plan | Restricted stock unit | Members of management and executive officers | ||||||||||||||||
Equity disclosures | ||||||||||||||||
Number of shares to be received for each unit | shares | 1 | |||||||||||||||
2013 Equity Incentive Plan | Restricted stock unit | Members of management | ||||||||||||||||
Equity disclosures | ||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 6.2 | $ 3.3 | $ 1.2 | |||||||||||||
Restricted stock unit granted (in shares) | shares | 656,576 | 201,726 | 145,739 | |||||||||||||
Number of days from the termination of service for settlement of fully vested units | 30 days | |||||||||||||||
Shares of RSU and PSU | ||||||||||||||||
Granted (in shares) | shares | 656,576 | 201,726 | 145,739 | |||||||||||||
Related Party Transactions | ||||||||||||||||
Percentage of options that will vest on each of the anniversaries from the date of grant | 33.00% | |||||||||||||||
Vesting period (in years) | 3 years | |||||||||||||||
2013 Equity Incentive Plan | Restricted stock unit | Executive officers | ||||||||||||||||
Additional Public Offering | ||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 31.45 | $ 24.88 | ||||||||||||||
Equity disclosures | ||||||||||||||||
Value of shares issued for stock based compensation | $ 3.4 | |||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 31.45 | $ 24.88 | ||||||||||||||
Fair value on grant date | $ 4.1 | |||||||||||||||
Restricted stock unit granted (in shares) | shares | 129,214 | 135,981 | ||||||||||||||
Number of shares to be received for each unit | shares | 1 | |||||||||||||||
Shares of RSU and PSU | ||||||||||||||||
Granted (in shares) | shares | 129,214 | 135,981 | ||||||||||||||
Related Party Transactions | ||||||||||||||||
Percentage of options that will vest on each of the anniversaries from the date of grant | 33.00% | 33.00% | ||||||||||||||
Number of days for settlement | 30 days | 30 days | ||||||||||||||
Vesting period (in years) | 3 years | 3 years | ||||||||||||||
2013 Equity Incentive Plan | 2018 RSU awards | Members of management | ||||||||||||||||
Equity disclosures | ||||||||||||||||
Restricted stock unit granted (in shares) | shares | 656,576 | |||||||||||||||
Recorded stock-based compensation expense | $ 3.3 | |||||||||||||||
Shares of RSU and PSU | ||||||||||||||||
Granted (in shares) | shares | 656,576 | |||||||||||||||
2013 Equity Incentive Plan | 2017 RSU awards | Members of management | ||||||||||||||||
Equity disclosures | ||||||||||||||||
Restricted stock unit granted (in shares) | shares | 201,726 | |||||||||||||||
Recorded stock-based compensation expense | $ 1.8 | |||||||||||||||
Shares of RSU and PSU | ||||||||||||||||
Granted (in shares) | shares | 201,726 | |||||||||||||||
2013 Equity Incentive Plan | 2017 RSU awards | Executive officers | ||||||||||||||||
Equity disclosures | ||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | 1.3 | $ 1.4 | ||||||||||||||
2013 Equity Incentive Plan | 2016 RSU awards | Members of management | ||||||||||||||||
Equity disclosures | ||||||||||||||||
Recorded stock-based compensation expense | 6.2 | |||||||||||||||
2013 Equity Incentive Plan | 2016 RSU awards | Executive officers | ||||||||||||||||
Equity disclosures | ||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 1.1 | $ 1.1 | $ 1.1 | |||||||||||||
2013 Equity Incentive Plan | Performance Vesting | Members of management and executive officers | ||||||||||||||||
Equity disclosures | ||||||||||||||||
Awards to be granted upon achieving 100% of performance target (in shares) | shares | 653,669 | |||||||||||||||
Class A common stock | ||||||||||||||||
Common Stock Rights and Privileges | ||||||||||||||||
Number of votes per share | item | 1 | |||||||||||||||
Dividends | ||||||||||||||||
Cash dividend declared (in dollars per share) | $ / shares | $ 0.20 | $ 0.20 | $ 0.20 | |||||||||||||
Dividends and dividend equivalents | $ 122 | $ 43.9 | $ 18.2 | |||||||||||||
Additional Public Offering | ||||||||||||||||
Number of shares issued | shares | 20,330,874 | |||||||||||||||
Price per share | $ / shares | $ 31.50 | |||||||||||||||
Value of shares issued | $ 640.4 | |||||||||||||||
Net proceeds | 616.8 | |||||||||||||||
Repayment of Bridge Loan | $ 350 | |||||||||||||||
Treasury Stock | ||||||||||||||||
Share repurchase program amount | $ 100 | |||||||||||||||
Stock repurchase program period | 2 years | |||||||||||||||
Number of treasury shares purchased | shares | 500,000 | 3,195,856 | ||||||||||||||
Cost of treasury shares | $ 8.2 | $ 47.5 | ||||||||||||||
Remained available for repurchase | $ 44.3 | |||||||||||||||
Class A common stock | Subsequent Events | ||||||||||||||||
Dividends | ||||||||||||||||
Cash dividend declared (in dollars per share) | $ / shares | $ 0.20 | |||||||||||||||
Class A common stock | Senior Unsecured Convertible Notes due 2024 | ||||||||||||||||
Additional Public Offering | ||||||||||||||||
Number of shares upon conversion | 31,662,269 | |||||||||||||||
Class A common stock | 2013 Equity Incentive Plan | Stock options | Board of Director | ||||||||||||||||
Equity disclosures | ||||||||||||||||
Shares granted | shares | 28,055 | 13,684 | 21,342 | |||||||||||||
Class B common stock | ||||||||||||||||
Common Stock Rights and Privileges | ||||||||||||||||
Number of votes per share | item | 3 | |||||||||||||||
Number of shares to be issued on conversion of each common stock at option of holder | shares | 1 | |||||||||||||||
Number of shares to be issued on automatic conversion of each common stock | shares | 1 | |||||||||||||||
Dividends | ||||||||||||||||
Cash dividend declared (in dollars per share) | $ / shares | $ 0.20 | $ 0.20 | $ 0.20 | |||||||||||||
Dividends and dividend equivalents | $ 136.1 | $ 60.6 | $ 60.6 | |||||||||||||
Class B common stock | Subsequent Events | ||||||||||||||||
Dividends | ||||||||||||||||
Cash dividend declared (in dollars per share) | $ / shares | $ 0.20 | |||||||||||||||
Class B common stock | Senior Unsecured Convertible Notes due 2024 | ||||||||||||||||
Additional Public Offering | ||||||||||||||||
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 | |||||||||||||||
Legal fees | $ 2.6 | |||||||||||||||
Number of shares upon conversion | item | 5,666,000 | |||||||||||||||
Equity disclosures | ||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 17.50 | |||||||||||||||
Dividend Equivalents | ||||||||||||||||
Dividends | ||||||||||||||||
Dividends and dividend equivalents | 0.1 | 0.2 | 0.8 | |||||||||||||
Wanda | ||||||||||||||||
Additional Public Offering | ||||||||||||||||
Receivable due from related party | $ 0.9 | 0.6 | ||||||||||||||
Ownership percentage | 50.01% | |||||||||||||||
Combined voting power held in Holdings (as a percent) | 75.01% | |||||||||||||||
Related Party Transactions | ||||||||||||||||
Receivable due from related party | $ 0.9 | 0.6 | ||||||||||||||
Reimbursement of expenses | $ 0 | $ 0.6 | $ 0.5 | |||||||||||||
Wanda | Minimum | ||||||||||||||||
Additional Public Offering | ||||||||||||||||
Ownership percentage | 50.10% | |||||||||||||||
Wanda | Class A common stock | ||||||||||||||||
Additional Public Offering | ||||||||||||||||
Voting ratio between Class B and Class A common stock | three-to-one voting ratio | |||||||||||||||
Wanda | Class B common stock | ||||||||||||||||
Additional Public Offering | ||||||||||||||||
Shares owned | shares | 51,769,784 | |||||||||||||||
Number of shares upon conversion | 5,666,000 |
STOCKHOLDERS' EQUITY - compensa
STOCKHOLDERS' EQUITY - compensation expense (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Recorded stock-based compensation expense | $ 14.9 |
Unrecognized stock-based compensation expense | 13.6 |
2018 Board of Directors | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Recorded stock-based compensation expense | 0.5 |
2018 RSU awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Recorded stock-based compensation expense | 3.3 |
Unrecognized stock-based compensation expense | 6.7 |
2018 PSU awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Recorded stock-based compensation expense | 5.8 |
Unrecognized stock-based compensation expense | 4.2 |
2017 RSU awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Recorded stock-based compensation expense | 1.8 |
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 | 1.3 |
Unrecognized stock-based compensation expense | 1.3 |
2016 RSU awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Recorded stock-based compensation expense | 1.1 |
2016 RSU NEO awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Recorded stock-based compensation expense | 1.1 |
Expected to Recognize 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense expected to be recognized | 9.1 |
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 | 3.4 |
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 | 3 |
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 | 1.3 |
Expected to Recognize 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense expected to be recognized | 4.5 |
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 |
INCOME TAXES - Effective income
INCOME TAXES - Effective income tax rate on earnings (Details) - USD ($) $ in Millions | Dec. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Reconciliation of effective tax rate on earnings (loss) from continuing operations before income taxes and the U.S. federal income tax statutory rate | ||||
Income tax expense at the federal statutory rate | $ 26 | $ (116.6) | $ 52.4 | |
Effect of: | ||||
State income taxes | 8.9 | (17.6) | 6.5 | |
Increase (decrease) in reserve for uncertain tax positions | 5.2 | 2.1 | (19.2) | |
Federal and state credits | (5.9) | (5.2) | (2.7) | |
Permanent items - transaction costs | 2 | 5.7 | ||
Permanent items - other | 5.7 | (9.4) | 4.4 | |
Foreign rate differential | (5.9) | (15.3) | (2.2) | |
Change in legislation | 88.6 | (9.9) | ||
Other items | 9.7 | 4.9 | 0.2 | |
Valuation allowance | $ 432 | $ (30.1) | $ 220.6 | $ 2.8 |
Effective income tax rate (as a percent) | 11.00% | (46.30%) | 25.40% | |
Gross decreases-tax position in prior periods | $ 0.6 | |||
Increase of uncertain tax positions and net discrete tax provision | $ 19.2 | |||
Income tax benefit | $ (13.6) | $ (154.1) | $ (38) | |
Federal | ||||
Effect of: | ||||
Valuation allowance | $ (210.4) | |||
Foreign | ||||
Effect of: | ||||
Valuation allowance | $ (1) |
INCOME TAXES - Income tax provi
INCOME TAXES - Income tax provision (Details) - USD ($) $ in Millions | Jan. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Effect of Tax Cuts and Jobs Act of 2017 | ||||||
Enacted federal income tax rate | 21.00% | 35.00% | ||||
Income tax benefit | $ 310 | |||||
Current: | ||||||
Federal | $ (0.5) | $ (13.4) | $ 0.4 | |||
Foreign | 5 | 5.3 | 1.5 | |||
State | 15.5 | 4.4 | 2 | |||
Total current | 20 | (3.7) | 3.9 | |||
Deferred: | ||||||
Federal | 0.8 | 116.4 | 37.8 | |||
Foreign | (7.5) | (5.5) | (4.1) | |||
State | 0.3 | 46.9 | 0.4 | |||
Deferred income taxes | (6.4) | 157.8 | 34.1 | |||
Total provision (benefit) | 13.6 | 154.1 | 38 | |||
Income tax provision (benefit) | 13.6 | 154.1 | 38 | |||
Pre-tax income (losses) | ||||||
Domestic | 154.4 | (362.3) | 135.4 | |||
Foreign | (30.7) | 29.2 | 14.3 | |||
Total | $ 123.7 | (333.1) | $ 149.7 | |||
Federal | ||||||
Valuation allowance | ||||||
Amount of valuation allowance recorded | $ 221.6 | |||||
Effect of Tax Cuts and Jobs Act of 2017 | ||||||
Enacted federal income tax rate | 21.00% | 35.00% | ||||
Income tax benefit | $ 121.8 | |||||
Deferred tax benefit | $ 210.4 | |||||
Income tax expense related to undistributed foreign earnings | $ 0 |
INCOME TAXES - Deferred taxes (
INCOME TAXES - Deferred taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | |
Assets | |||||
Accrued liabilities | $ 13.6 | $ 17 | |||
Investments | 12 | ||||
Capital loss carryforwards | 1 | ||||
Pension postretirement and deferred compensation | 21.9 | 22 | |||
Deferred revenue | 201.7 | 187 | |||
Lease liabilities | 165.6 | 165.7 | |||
Capital and financing lease obligations | 118.5 | 144.7 | |||
Alternative minimum tax and other credit carryovers | 17.7 | 16.6 | |||
Net operating loss carryforward | 214.2 | 265.1 | |||
Total | 766.2 | 818.1 | |||
Less: Valuation allowance | $ (338.4) | $ (112.2) | $ (0.5) | (323.6) | (338.4) |
Net deferred income taxes | 442.6 | 479.7 | |||
Liabilities | |||||
Tangible assets | (210.6) | (209.7) | |||
Intangible assets | (128.7) | (126.4) | |||
Receivables | (3.7) | (9.1) | |||
Investments | (64) | ||||
Corporate borrowings | (111.6) | (90.8) | |||
Other comprehensive income | (1) | (0.4) | |||
Total deferred income taxes | $ (455.6) | $ (500.4) | |||
Rollforward of the Company's valuation allowance for deferred tax assets | |||||
Balance at Beginning of Period | 338.4 | 112.2 | 0.5 | ||
Additions Charged (Credited) to Expenses | (30.1) | 220.6 | 2.8 | ||
Charged (Credited) to Goodwill | (9.1) | 108.9 | |||
Charged (Credited) to Other Accounts | 15.3 | 14.7 | |||
Balance at End of Period | $ 323.6 | $ 338.4 | $ 112.2 |
INCOME TAXES - Income tax loss
INCOME TAXES - Income tax loss carryforward (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Federal | |
Income tax loss carryforward | |
Income tax loss carryforward | $ 212.8 |
Foreign | |
Income tax loss carryforward | |
Income tax loss carryforward | 652.6 |
Foreign | Expiration between 2018 and 2028 | |
Income tax loss carryforward | |
Income tax loss carryforward | $ 6.8 |
Foreign | Minimum | |
Income tax loss carryforward | |
Period of limitations on use | 1 year |
Foreign | Maximum | |
Income tax loss carryforward | |
Period of limitations on use | 20 years |
State | |
Income tax loss carryforward | |
Income tax loss carryforward | $ 243.5 |
State | Minimum | |
Income tax loss carryforward | |
Period of limitations on use | 1 year |
State | Maximum | |
Income tax loss carryforward | |
Period of limitations on use | 20 years |
INCOME TAXES - Deferred tax ass
INCOME TAXES - Deferred tax assets (Details) | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2016 | Feb. 07, 2014 |
5.875% Senior Subordinated Notes due 2022 | ||||
INCOME TAXES | ||||
Interest rate of debt (as a percent) | 5.875% | 5.875% | 5.875% | 5.875% |
INCOME TAXES - Unrecognized tax
INCOME TAXES - Unrecognized tax benefits (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($)item | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Reconciliation of the change in the amount of unrecognized tax benefits | |||
Balance at beginning of period | $ 15,300 | $ 12,700 | $ 30,100 |
Gross increases-current period tax positions | 7,300 | 3,200 | 1,700 |
Gross increases-prior periods tax position | 300 | 100 | |
Gross decreases-tax position in prior periods | (600) | ||
Favorable resolutions with authorities | (19,200) | ||
Impact of legislation change | (900) | ||
Balance at end of period | 22,000 | 15,300 | 12,700 |
Interest expense recognized | 0 | 0 | |
Unrecognized tax benefits that would impact the effective tax rate | $ 15,200 | 12,600 | |
Number of subsidiaries files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions | item | 1 | ||
State | |||
Reconciliation of the change in the amount of unrecognized tax benefits | |||
Accrued interest and penalties | $ 100 | $ 100 |
LEASES - Future minimum rent (D
LEASES - Future minimum rent (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($)item | |
Future minimum rental payments required under existing operating leases and digital projector equipment leases payable to DCIP | |
2,019 | $ 810.2 |
2,020 | 801.9 |
2,021 | 748.9 |
2,022 | 687.5 |
2,023 | 597.1 |
Thereafter | 3,367.6 |
Total minimum payments required | $ 7,013.2 |
Number of theatres under construction taken on lease | item | 19 |
Number of screens in theatres under construction taken on lease | item | 155 |
LEASES - Rent expense (Details)
LEASES - Rent expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
LEASES | |||
Deferred rent | $ 518.5 | $ 467.7 | |
Unfavorable lease obligations | 176.6 | 221.3 | |
Rent expense | |||
Minimum rentals | 678.1 | 682.7 | $ 440.5 |
Common area expenses | 104.3 | 97.4 | 51 |
Percentage rentals based on revenues | 15.4 | 14.3 | 14 |
Rent | 797.8 | 794.4 | 505.5 |
General and administrative and other | 29.7 | 26.3 | 7.6 |
Total | $ 827.5 | $ 820.7 | $ 513.1 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2019 | |
Employee benefit plan disclosures | ||||
Qualification age of employees for participation in the savings plan (in years) | 21 years | |||
Minimum service in first twelve months of employment for eligibility (in hours) | PT1000H | |||
Components of net periodic benefit (credit): | ||||
Net periodic benefit (credit) | $ 1.1 | $ 0.6 | $ 0.7 | |
Amounts recognized in the Balance Sheet: | ||||
Accrued expenses and other liabilities | (0.3) | (0.3) | ||
Other long-term liabilities | (54.6) | (62.7) | ||
U.S. Pension Benefits | ||||
Components of net periodic benefit (credit): | ||||
Interest cost | 4 | 4.2 | 4.3 | |
Expected return on plan assets | (3.2) | (3.2) | (3.5) | |
Settlement (gain) loss | 0.4 | |||
Net periodic benefit (credit) | 1.2 | 1 | 0.8 | |
Changes in other comprehensive loss | ||||
Net (gain) loss | (6.3) | 5.4 | 0.6 | |
Amortization of net gain | (0.1) | |||
Total recognized in other comprehensive (income) loss | (6.4) | 5.4 | 0.6 | |
Total recognized in net periodic benefit cost (credit) and other comprehensive (income) loss | (5.2) | 6.4 | 1.4 | |
Change in benefit obligation: | ||||
Benefit obligation at beginning of period | 117.4 | 109 | ||
Interest cost | 4 | 4.2 | 4.3 | |
Actuarial (gain) loss | (12.3) | 12 | ||
Benefits paid | (3.9) | (7.8) | ||
Administrative expense | (1.6) | (1.6) | ||
Settlement paid | (4.5) | |||
Settlement gain | 0.4 | |||
Benefit obligation at end of period | 101.1 | 117.4 | 109 | |
Change in plan assets: | ||||
Fair value of plan assets at beginning of period | 70.2 | 65.3 | ||
Actual return on plan assets (loss) gain | (2.6) | 9.9 | ||
Employer contribution | 4 | 2.7 | ||
Benefits paid | (2.3) | (6.1) | ||
Administrative expense | (1.6) | (1.6) | ||
Settlement paid | (4.5) | |||
Fair value of plan assets at end of period | 63.2 | 70.2 | $ 65.3 | |
Funded status | (37.9) | (47.2) | ||
Amounts recognized in the Balance Sheet: | ||||
Accrued expenses and other liabilities | (0.3) | (0.3) | ||
Other long-term liabilities | (37.5) | (46.9) | ||
Net asset (liability) recognized | (37.8) | (47.2) | ||
Pension plans with accumulated benefit obligations and projected benefit obligations in excess of plan assets | ||||
Aggregated accumulated benefit obligation | (101.1) | (117.4) | ||
Aggregated projected benefit obligation | (101.1) | (117.4) | ||
Aggregated fair value of plan assets | 63.2 | 70.2 | ||
Amounts recognized in accumulated other comprehensive income | ||||
Net actuarial (gain) loss | $ 5 | $ 11.4 | ||
Weighted-average assumptions used to determine benefit obligations | ||||
Discount rate (as a percent) | 4.12% | 3.42% | ||
Weighted-average assumptions used to determine net periodic benefit cost | ||||
Discount rate (as a percent) | 3.42% | 3.92% | 4.10% | |
Weighted average expected long-term return on plan assets (as a percent) | 7.00% | 7.00% | 7.06% | |
U.S. Pension Benefits | Forecast | ||||
Employee benefit plan disclosures | ||||
Company's expected pension contributions | $ 4.1 | |||
Amounts in accumulated other comprehensive income expected to be recognized in components of net periodic pension cost | ||||
Net actuarial (gain) loss | 1.6 | |||
International Pension Benefits and Terminated U.S. Retiree Health Plan | ||||
Components of net periodic benefit (credit): | ||||
Service cost | $ 0.5 | $ 0.4 | ||
Interest cost | 2.6 | 3 | $ 0.2 | |
Expected return on plan assets | (3.2) | (3.5) | (0.3) | |
Amortization of net (gain) loss | 0.1 | 0.1 | ||
Settlement (gain) loss | (0.1) | (0.4) | ||
Net periodic benefit (credit) | (0.1) | (0.4) | (0.1) | |
Changes in other comprehensive loss | ||||
Net (gain) loss | 1.6 | (2.8) | (0.1) | |
Prior service credit | 0.8 | |||
Settlement | 0.1 | |||
Allocated tax expense (benefit) | (0.4) | 0.4 | ||
Total recognized in other comprehensive (income) loss | 2.1 | (2.4) | (0.1) | |
Total recognized in net periodic benefit cost (credit) and other comprehensive (income) loss | 2 | (2.8) | (0.2) | |
Change in benefit obligation: | ||||
Benefit obligation at beginning of period | 110.1 | 93.3 | ||
Interest cost | 2.6 | 3 | 0.2 | |
Acquisition | 11.7 | |||
Actuarial (gain) loss | (4.1) | 1.1 | ||
Plan amendment | 0.8 | |||
Benefits paid | (2.8) | (3.2) | ||
Settlement paid | (1.4) | (6) | ||
Currency translation adjustment | (7.1) | 9.8 | ||
Benefit obligation at end of period | 98.6 | 110.1 | 93.3 | |
Change in plan assets: | ||||
Fair value of plan assets at beginning of period | 121.1 | 111.1 | ||
Actual return on plan assets (loss) gain | (2.5) | 7.6 | ||
Employer contribution | 1.1 | |||
Benefits paid | (2.7) | (3.2) | ||
Settlement paid | (1.4) | (6) | ||
Currency translation adjustment | (7.3) | 10.5 | ||
Fair value of plan assets at end of period | 107.2 | 121.1 | $ 111.1 | |
Funded status | 8.6 | 11.1 | ||
Amounts recognized in the Balance Sheet: | ||||
Other long-term assets | 25.7 | 26.9 | ||
Other long-term liabilities | (17.1) | (15.8) | ||
Net asset (liability) recognized | 8.6 | 11.1 | ||
Pension plans with accumulated benefit obligations and projected benefit obligations in excess of plan assets | ||||
Aggregated accumulated benefit obligation | (95.8) | (107.4) | ||
Aggregated projected benefit obligation | (98.6) | (110.1) | ||
Aggregated fair value of plan assets | 107.2 | 121.1 | ||
Amounts recognized in accumulated other comprehensive income | ||||
Net actuarial (gain) loss | 1.6 | $ (2.8) | ||
Amounts in accumulated other comprehensive income expected to be recognized in components of net periodic pension cost | ||||
Net prior service credit | $ 0.8 | |||
Weighted-average assumptions used to determine benefit obligations | ||||
Discount rate (as a percent) | 2.86% | 2.58% | ||
Weighted-average assumptions used to determine net periodic benefit cost | ||||
Discount rate (as a percent) | 2.58% | 2.70% | 2.90% | |
Weighted average expected long-term return on plan assets (as a percent) | 2.86% | 2.85% | 3.09% | |
Rate of compensation increase (as a percent) | 2.19% | 2.14% | 3.20% | |
International Pension Benefits and Terminated U.S. Retiree Health Plan | Forecast | ||||
Employee benefit plan disclosures | ||||
Company's expected pension contributions | 0 | |||
Amounts recognized in accumulated other comprehensive income | ||||
Net actuarial (gain) loss | $ (0.2) |
EMPLOYEE BENEFIT PLANS - Cash f
EMPLOYEE BENEFIT PLANS - Cash flows (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
U.S. Pension Benefits | ||
Benefits expected to be paid | ||
2,018 | $ 4 | |
2,019 | 3.8 | |
2,020 | 4.3 | |
2,021 | 5.2 | |
2,022 | 4.7 | |
Years 2023-2027 | $ 28.3 | |
International Pension Benefits and Terminated U.S. Retiree Health Plan | ||
Benefits expected to be paid | ||
2,018 | $ 2.7 | |
2,019 | 2.7 | |
2,020 | 2.8 | |
2,021 | 2.8 | |
2,022 | 2.9 | |
Years 2023-2027 | $ 15.6 |
EMPLOYEE BENEFIT PLANS - Pensio
EMPLOYEE BENEFIT PLANS - Pension plan assets (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
U.S. Pension Benefits | |||
Employee benefit plan disclosures | |||
Target Allocation (as a percent) | 100.00% | ||
Fair value of the pension plan assets | $ 63.2 | $ 70.2 | $ 65.3 |
U.S. Pension Benefits | Total Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 63.2 | 70.2 | |
U.S. Pension Benefits | Quoted prices in active market (Level 1) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 4.1 | 4.6 | |
U.S. Pension Benefits | Significant other observable inputs (Level 2) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | $ 9 | 9.7 | |
U.S. Pension Benefits | Mutual Fund Fixed Income | |||
Employee benefit plan disclosures | |||
Target Allocation (as a percent) | 15.00% | ||
U.S. Pension Benefits | Cash and Cash Equivalents | Total Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | $ 0.4 | 0.1 | |
U.S. Pension Benefits | Cash and Cash Equivalents | Quoted prices in active market (Level 1) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | $ 0.4 | 0.1 | |
U.S. Pension Benefits | Equity Securities - U.S. | |||
Employee benefit plan disclosures | |||
Target Allocation (as a percent) | 30.00% | ||
U.S. Pension Benefits | Equity Securities - U.S. | Total Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | $ 1.3 | 1.8 | |
U.S. Pension Benefits | Equity Securities - U.S. | Quoted prices in active market (Level 1) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | $ 1.3 | 1.8 | |
U.S. Pension Benefits | Equity Securities - International | |||
Employee benefit plan disclosures | |||
Target Allocation (as a percent) | 15.00% | ||
U.S. Pension Benefits | Equity Securities - International | Total Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | $ 1 | 1.3 | |
U.S. Pension Benefits | Equity Securities - International | Quoted prices in active market (Level 1) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 1 | 1.3 | |
U.S. Pension Benefits | Bond market fund | Total Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 1.4 | 1.4 | |
U.S. Pension Benefits | Bond market fund | Quoted prices in active market (Level 1) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | $ 1.4 | 1.4 | |
U.S. Pension Benefits | Private Real Estate | |||
Employee benefit plan disclosures | |||
Target Allocation (as a percent) | 15.00% | ||
U.S. Pension Benefits | Private Real Estate | Total Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | $ 9 | 9.7 | |
U.S. Pension Benefits | Private Real Estate | Significant other observable inputs (Level 2) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 9 | 9.7 | |
U.S. Pension Benefits | Investments at net Asset value | Total Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | $ 50.1 | 55.9 | |
U.S. Pension Benefits | Collective trust fund | |||
Employee benefit plan disclosures | |||
Target Allocation (as a percent) | 25.00% | ||
International Pension Benefits and Terminated U.S. Retiree Health Plan | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | $ 107.2 | 121.1 | $ 111.1 |
International Pension Benefits and Terminated U.S. Retiree Health Plan | Total Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 107.2 | 121.1 | |
International Pension Benefits and Terminated U.S. Retiree Health Plan | Quoted prices in active market (Level 1) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 0.9 | 0.5 | |
International Pension Benefits and Terminated U.S. Retiree Health Plan | Significant other observable inputs (Level 2) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 80.1 | 89.8 | |
International Pension Benefits and Terminated U.S. Retiree Health Plan | Cash and Cash Equivalents | Total Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 0.9 | 0.5 | |
International Pension Benefits and Terminated U.S. Retiree Health Plan | Cash and Cash Equivalents | Quoted prices in active market (Level 1) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 0.9 | 0.5 | |
International Pension Benefits and Terminated U.S. Retiree Health Plan | Bond market fund | Total Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 80 | 83.4 | |
International Pension Benefits and Terminated U.S. Retiree Health Plan | Bond market fund | Significant other observable inputs (Level 2) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 80 | 83.4 | |
International Pension Benefits and Terminated U.S. Retiree Health Plan | Private Real Estate | Total Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 0.1 | 6.4 | |
International Pension Benefits and Terminated U.S. Retiree Health Plan | Private Real Estate | Significant other observable inputs (Level 2) | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | 0.1 | 6.4 | |
International Pension Benefits and Terminated U.S. Retiree Health Plan | Investments at net Asset value | Total Carrying Value | |||
Employee benefit plan disclosures | |||
Fair value of the pension plan assets | $ 26.2 | $ 30.8 |
EMPLOYEE BENEFIT PLANS - Define
EMPLOYEE BENEFIT PLANS - Defined contribution plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
EMPLOYEE BENEFIT PLANS | |||
Qualification age of employees for participation in the 401(k) savings plan | 21 years | ||
Employer match of employee contributions of first 3% of eligible compensation (as a percent) | 100.00% | ||
Percentage of eligible compensation, matched 100% by employer | 3.00% | ||
Employer's match of employee's contributions of the next 5% of eligible compensation (as a percent) | 50.00% | ||
Percentage of eligible compensation, matched 50% by employer | 5.00% | ||
Expenses under the 401(k) saving plan | $ 5.3 | $ 4.4 | $ 3.5 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 1 Months Ended |
Jan. 31, 2018item | |
COMMITMENTS AND CONTINGENCIES | |
Number of actions | 2 |
THEATRE AND OTHER CLOSURE AND_3
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018USD ($)item | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS | |||
Aggregate annual base rents under the long-term lease commitments | $ 5.9 | ||
Base rents under the long-term lease commitments over remaining terms | 18.8 | ||
A roll forward of reserves for theatre and other closure and disposition of assets | |||
Beginning balance | 27.5 | $ 34.6 | $ 43 |
Theatre and other closure expense | 2.7 | 3 | 5.2 |
Transfer of assets and liabilities | 1 | 1.2 | |
Foreign currency translation adjustment | (0.5) | 1 | (1.4) |
Cash payments | (12.6) | (12.3) | (12.2) |
Ending balance | $ 18.1 | $ 27.5 | $ 34.6 |
Minimum | |||
A roll forward of reserves for theatre and other closure and disposition of assets | |||
Future lease obligations discount rate (as a percent) | 6.00% | ||
Maximum | |||
THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS | |||
Remaining terms of obligation under the long-term lease commitments for theatres closed | 10 years | ||
A roll forward of reserves for theatre and other closure and disposition of assets | |||
Future lease obligations discount rate (as a percent) | 9.00% | ||
Eight theatres and vacant restaurant space | |||
A roll forward of reserves for theatre and other closure and disposition of assets | |||
Number of theatres | item | 9 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair value on a recurring basis (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2017 |
Other long-term assets: | |||
Derivative asset | $ 55.7 | ||
Share Price | $ 6.86 | $ 7.42 | |
Recurring basis | Total Carrying Value | |||
Other long-term assets: | |||
Money market mutual funds | 0.5 | $ 0.6 | |
Derivative asset | 55.7 | ||
Investments measured at net asset value | 9.6 | 9.8 | |
Total assets at fair value | 65.8 | 10.4 | |
Other long-term liabilities: | |||
Derivative liability | 24 | ||
Total liabilities at fair value | 24 | ||
Recurring basis | Quoted prices in active market (Level 1) | |||
Other long-term assets: | |||
Money market mutual funds | 0.5 | 0.6 | |
Total assets at fair value | 0.5 | $ 0.6 | |
Recurring basis | Significant unobservable inputs (Level 3) | |||
Other long-term assets: | |||
Derivative asset | 55.7 | ||
Total assets at fair value | 55.7 | ||
Other long-term liabilities: | |||
Derivative liability | 24 | ||
Total liabilities at fair value | $ 24 |
FAIR VALUE MEASUREMENTS - Fai_2
FAIR VALUE MEASUREMENTS - Fair value on a nonrecurring basis (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 14, 2018 | |
Fair value measurements | |||
Other than Temporary Impairment Losses, Investments | $ 16 | $ 208 | |
Other Fair Value Measurement Disclosures | |||
Current maturities of corporate borrowings, carrying value | 15.2 | 15.2 | |
Corporate borrowings, noncurrent, carrying value | 4,707.8 | 4,220.1 | |
Nonrecurring basis | |||
Other Fair Value Measurement Disclosures | |||
Total losses | 13.8 | 43.6 | |
Senior Unsecured Convertible Notes due 2024 | |||
Other Fair Value Measurement Disclosures | |||
Convertible debt, carrying value | 524.3 | $ 587.5 | |
Conavertible debt, fair value | $ 600 | ||
Total Carrying Value | Nonrecurring basis | |||
Other Fair Value Measurement Disclosures | |||
Property owned, net | 17.3 | 7.7 | |
Significant other observable inputs (Level 2) | |||
Other Fair Value Measurement Disclosures | |||
Current maturities of corporate borrowings, fair value | 13.4 | 14 | |
Corporate borrowings, noncurrent, fair value | 3,909.2 | 4,304.9 | |
Significant unobservable inputs (Level 3) | |||
Other Fair Value Measurement Disclosures | |||
Current maturities of corporate borrowings, fair value | 1.4 | 1.4 | |
Corporate borrowings, noncurrent, fair value | 475.2 | 1.4 | |
Significant unobservable inputs (Level 3) | Nonrecurring basis | |||
Other Fair Value Measurement Disclosures | |||
Property owned, net | $ 17.3 | $ 7.7 |
OPERATING SEGMENT (Details)
OPERATING SEGMENT (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($)segment | |
OPERATING SEGMENT | |||||||||||
Number of reportable segments | segment | 2 | 2 | 2 | ||||||||
Revenue | $ 1,413.3 | $ 1,221.4 | $ 1,442.5 | $ 1,383.6 | $ 1,416.8 | $ 1,178.7 | $ 1,202.3 | $ 1,281.4 | $ 5,460.8 | $ 5,079.2 | $ 3,235.9 |
Long-term assets, net | 8,714.5 | 8,933.5 | 8,714.5 | 8,933.5 | |||||||
Adjusted EBITDA | 929.2 | 822.5 | 602 | ||||||||
Capital expenditures | 576.3 | 626.8 | 421.7 | ||||||||
U.S. | |||||||||||
OPERATING SEGMENT | |||||||||||
Revenue | 4,013.2 | 3,723.5 | 3,117 | ||||||||
Long-term assets, net | 5,826.5 | 5,866.8 | 5,826.5 | 5,866.8 | |||||||
Adjusted EBITDA | 700.5 | 610 | 573.6 | ||||||||
Capital expenditures | 395.6 | 543.7 | 412.7 | ||||||||
International markets | |||||||||||
OPERATING SEGMENT | |||||||||||
Revenue | 1,447.6 | 1,355.7 | 118.9 | ||||||||
Long-term assets, net | $ 2,888 | $ 3,066.7 | 2,888 | 3,066.7 | |||||||
Adjusted EBITDA | 228.7 | 212.5 | 28.4 | ||||||||
Capital expenditures | 180.7 | 83.1 | 9 | ||||||||
UK | |||||||||||
OPERATING SEGMENT | |||||||||||
Revenue | 513.5 | 509.8 | 56.9 | ||||||||
Spain | |||||||||||
OPERATING SEGMENT | |||||||||||
Revenue | 193.9 | 187.1 | 20 | ||||||||
Sweden | |||||||||||
OPERATING SEGMENT | |||||||||||
Revenue | 192.1 | 154.2 | |||||||||
Italy | |||||||||||
OPERATING SEGMENT | |||||||||||
Revenue | 178.5 | 185.5 | 21 | ||||||||
Germany | |||||||||||
OPERATING SEGMENT | |||||||||||
Revenue | 114.3 | 129.7 | 14.1 | ||||||||
Finland | |||||||||||
OPERATING SEGMENT | |||||||||||
Revenue | 101.7 | 77.3 | |||||||||
Ireland | |||||||||||
OPERATING SEGMENT | |||||||||||
Revenue | 40.7 | 38.5 | 3.2 | ||||||||
Other foreign countries | |||||||||||
OPERATING SEGMENT | |||||||||||
Revenue | $ 112.9 | $ 73.6 | $ 3.7 |
OPERATING SEGMENT - Reconciliat
OPERATING SEGMENT - Reconciliation (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 29, 2017 | Jun. 30, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 18, 2018 | Mar. 15, 2018 |
Reconciliation of net income to EBITDA | |||||||||||||||
Net earnings (loss) for basic earnings (loss) per share | $ 170.6 | $ (100.4) | $ 22.2 | $ 17.7 | $ (276.4) | $ (42.7) | $ (176.5) | $ 8.4 | $ 110.1 | $ (487.2) | $ 111.7 | ||||
Income tax provision (benefit) | 13.6 | 154.1 | 38 | ||||||||||||
Interest expense | 342.3 | 274 | 121.5 | ||||||||||||
Depreciation, Depletion and Amortization | 537.8 | 538.6 | 268.2 | ||||||||||||
Impairment of long-lived assets | 13.8 | 43.6 | 5.5 | ||||||||||||
Certain operating expenses | 24 | 20.6 | 20.2 | ||||||||||||
Equity in (earnings) loss of non-consolidated entities | (86.7) | 185.2 | (47.7) | ||||||||||||
Cash distributions from non-consolidated entities | 35.2 | 45.4 | 40.1 | ||||||||||||
Investment (income) expense | (6.2) | (22.6) | (10.2) | ||||||||||||
Attributable EBITDA | 7.3 | 3.4 | |||||||||||||
Other expense (income) | (108.2) | (1.3) | |||||||||||||
General and Administrative Expense [Abstract] | |||||||||||||||
Merger Acquisition Transaction Costs | 31.3 | 63 | 47.9 | ||||||||||||
Stock-based compensation expense | 14.9 | 5.7 | 6.8 | ||||||||||||
Adjusted EBITDA | 929.2 | 822.5 | 602 | ||||||||||||
Gain on derivative liability | 111.4 | ||||||||||||||
Foriegn currency transactions (gain) losses | (1.4) | 3 | |||||||||||||
Income (Loss) from Equity Method Investments | 86.7 | $ (185.2) | 47.7 | ||||||||||||
Impairment of investment | $ 3.5 | $ 204.5 | |||||||||||||
Price per share (in dollars per share) | $ 7.42 | $ 6.86 | $ 7.42 | $ 6.86 | |||||||||||
Third party fees on debt agreement | $ 1.3 | $ 1.3 | |||||||||||||
Loss on extinguishment of debt | 0.5 | ||||||||||||||
Bridge Loan Agreement due 2017 | |||||||||||||||
General and Administrative Expense [Abstract] | |||||||||||||||
Loss on extinguishment of debt | 0.4 | ||||||||||||||
Attributable EBITDA | |||||||||||||||
Reconciliation of net income to EBITDA | |||||||||||||||
Income tax provision (benefit) | 0.4 | ||||||||||||||
Depreciation, Depletion and Amortization | 2.6 | 1.6 | |||||||||||||
Equity in (earnings) loss of non-consolidated entities | (86.7) | 185.2 | (47.7) | ||||||||||||
Equity in earnings (loss) non-theatre JV's | (81.9) | 187 | (47.7) | ||||||||||||
Equity in earnings (loss) International theatre JV's | 4.8 | 1.8 | |||||||||||||
Investment (income) expense | (0.5) | ||||||||||||||
Attributable EBITDA | 7.3 | 3.4 | |||||||||||||
General and Administrative Expense [Abstract] | |||||||||||||||
Income (Loss) from Equity Method Investments | 86.7 | (185.2) | 47.7 | ||||||||||||
International markets | |||||||||||||||
General and Administrative Expense [Abstract] | |||||||||||||||
Adjusted EBITDA | 228.7 | 212.5 | $ 28.4 | ||||||||||||
NCM | |||||||||||||||
Reconciliation of net income to EBITDA | |||||||||||||||
Equity in (earnings) loss of non-consolidated entities | (28.9) | ||||||||||||||
General and Administrative Expense [Abstract] | |||||||||||||||
Income (Loss) from Equity Method Investments | 28.9 | ||||||||||||||
Impairment of investment | 16 | 208 | |||||||||||||
Price per share (in dollars per share) | $ 7.30 | $ 5.64 | |||||||||||||
Gain (loss) on sale | 28.9 | $ (22.2) | |||||||||||||
Loss on disposition | 1.1 | ||||||||||||||
Screenvision | |||||||||||||||
Reconciliation of net income to EBITDA | |||||||||||||||
Equity in (earnings) loss of non-consolidated entities | (30.1) | ||||||||||||||
General and Administrative Expense [Abstract] | |||||||||||||||
Income (Loss) from Equity Method Investments | 30.1 | ||||||||||||||
Gain (loss) on sale | $ 30.1 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME - Change in AOCI by component (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Changes in accumulated other comprehensive income | |||
Balance at the beginning of the period | $ 2,112.4 | $ 2,009.6 | $ 1,538.7 |
Other comprehensive income (loss), net of tax | (124.5) | 128.1 | (5.3) |
Balance at the end of the period | 1,397.6 | 2,112.4 | 2,009.6 |
Accumulated Other Comprehensive Income (Loss) | |||
Changes in accumulated other comprehensive income | |||
Balance at the beginning of the period | 125.6 | (2.5) | 2.8 |
Other comprehensive income (loss) before reclassifications | (123.3) | 132.4 | |
Amounts reclassified from accumulated other comprehensive income | (1.2) | (4.3) | |
Other comprehensive income (loss), net of tax | (124.5) | 128.1 | (5.3) |
Balance at the end of the period | 5.5 | 125.6 | (2.5) |
Accumulated Other Comprehensive Income (Loss) | Accounting Standards Update 2016-01 [Member] | |||
Changes in accumulated other comprehensive income | |||
Amounts reclassified from accumulated other comprehensive income | (0.6) | ||
Accumulated Other Comprehensive Income (Loss) | Accounting Standards Update 2018-02 [Member] | |||
Changes in accumulated other comprehensive income | |||
Amounts reclassified from accumulated other comprehensive income | 5 | ||
Foreign Currency | |||
Changes in accumulated other comprehensive income | |||
Balance at the beginning of the period | 129.9 | (1.8) | |
Other comprehensive income (loss) before reclassifications | (127.7) | 131.7 | (3.9) |
Amounts reclassified from accumulated other comprehensive income | 1 | ||
Other comprehensive income (loss), net of tax | (126.7) | 131.7 | |
Balance at the end of the period | 7.2 | 129.9 | (1.8) |
Foreign Currency | Accounting Standards Update 2018-02 [Member] | |||
Changes in accumulated other comprehensive income | |||
Amounts reclassified from accumulated other comprehensive income | 4 | ||
Pension and Other Benefits (recorded in G&A : Other) | |||
Changes in accumulated other comprehensive income | |||
Balance at the beginning of the period | (6.6) | (3.6) | |
Other comprehensive income (loss) before reclassifications | 4.2 | ||
Amounts reclassified from accumulated other comprehensive income | (3) | ||
Other comprehensive income (loss), net of tax | 4.2 | (3) | |
Balance at the end of the period | (1.8) | (6.6) | (3.6) |
Pension and Other Benefits (recorded in G&A : Other) | Accounting Standards Update 2018-02 [Member] | |||
Changes in accumulated other comprehensive income | |||
Amounts reclassified from accumulated other comprehensive income | 0.6 | ||
Unrealized Gains from Marketable Securities (Recorded in Investment income) | |||
Changes in accumulated other comprehensive income | |||
Balance at the beginning of the period | 0.6 | 0.3 | |
Other comprehensive income (loss) before reclassifications | 0.7 | 0.6 | |
Amounts reclassified from accumulated other comprehensive income | (0.4) | ||
Other comprehensive income (loss), net of tax | 0.3 | ||
Balance at the end of the period | 0.6 | 0.3 | |
Unrealized Gains from Marketable Securities (Recorded in Investment income) | Accounting Standards Update 2016-01 [Member] | |||
Changes in accumulated other comprehensive income | |||
Amounts reclassified from accumulated other comprehensive income | (0.6) | ||
Unrealized Gain from Equity Method Investees' Cash Flow Hedge | |||
Changes in accumulated other comprehensive income | |||
Balance at the beginning of the period | 1.7 | 2.6 | |
Other comprehensive income (loss) before reclassifications | 0.2 | (0.3) | |
Amounts reclassified from accumulated other comprehensive income | (2.2) | (0.9) | 0.4 |
Other comprehensive income (loss), net of tax | (2) | (0.9) | |
Balance at the end of the period | 0.1 | $ 1.7 | $ 2.6 |
Unrealized Gain from Equity Method Investees' Cash Flow Hedge | Accounting Standards Update 2018-02 [Member] | |||
Changes in accumulated other comprehensive income | |||
Amounts reclassified from accumulated other comprehensive income | $ 0.4 |
ACCUMULATED OTHER COMPREHENSI_4
ACCUMULATED OTHER COMPREHENSIVE INCOME - OCI and tax effects (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Pre-Tax Amount | |||
Realized loss on foreign currency transactions | $ 1 | ||
Other comprehensive income (loss), before tax | (124.7) | $ 139.1 | $ (5.6) |
Tax (Expense) Benefit | |||
Other comprehensive income (loss), tax | 0.2 | (11) | 0.3 |
Net-of-Tax Amount | |||
Realized loss on foreign currency transactions, net of tax | 1 | ||
Realized net (gain) loss reclassified into investment income, net of tax | (0.4) | (1.8) | |
Other comprehensive income (loss), net of tax | (124.5) | 128.1 | (5.3) |
Foreign Currency | |||
Pre-Tax Amount | |||
Unrealized net holding gain (loss) arising during the period | (127.5) | 142.6 | (3.1) |
Tax (Expense) Benefit | |||
Unrealized net holding gain (loss) arising during the period, tax | (0.2) | (10.9) | (0.8) |
Net-of-Tax Amount | |||
Unrealized net holding gain (loss) arising during the period, net of tax | (127.7) | 131.7 | (3.9) |
Reclassification adjustment for net gain (loss) realized in net earnings, net of tax | 1 | ||
Other comprehensive income (loss), net of tax | (126.7) | 131.7 | |
Pension and Other Benefit Adjustments, Net Gain or Loss | |||
Pre-Tax Amount | |||
Unrealized net holding gain (loss) arising during the period | 3.8 | (2.6) | (0.5) |
Tax (Expense) Benefit | |||
Unrealized net holding gain (loss) arising during the period, tax | 0.4 | (0.4) | 0.2 |
Net-of-Tax Amount | |||
Unrealized net holding gain (loss) arising during the period, net of tax | 4.2 | (3) | 0.3 |
Unrealized Gains from Marketable Securities (Recorded in Investment income) | |||
Pre-Tax Amount | |||
Unrealized net holding gain (loss) arising during the period | 1.2 | 1 | |
Realized net (gain) loss reclassified into investment expense (income) | (3) | ||
Reclassification adjustment for net gain (loss) realized in net earnings | (0.6) | ||
Tax (Expense) Benefit | |||
Unrealized net holding gain (loss) arising during the period, tax | (0.5) | (0.4) | |
Realized net (gain) loss reclassified into investment income, tax | 1.2 | ||
Reclassification adjustment for net gain (loss) realized in net earnings, tax | 0.2 | ||
Net-of-Tax Amount | |||
Unrealized net holding gain (loss) arising during the period, net of tax | 0.7 | 0.6 | |
Amortization of net (gain) loss reclassified into general and administrative: other, net of tax | (1.8) | ||
Reclassification adjustment for net gain (loss) realized in net earnings, net of tax | (0.4) | ||
Other comprehensive income (loss), net of tax | 0.3 | ||
Unrealized Gain from Equity Method Investees' Cash Flow Hedge | |||
Pre-Tax Amount | |||
Unrealized net holding gain (loss) arising during the period | 0.2 | (0.5) | |
Reclassification adjustment for net gain (loss) realized in net earnings | (2.2) | (1.5) | 0.5 |
Tax (Expense) Benefit | |||
Unrealized net holding gain (loss) arising during the period, tax | 0.2 | ||
Reclassification adjustment for net gain (loss) realized in net earnings, tax | 0.6 | (0.1) | |
Net-of-Tax Amount | |||
Unrealized net holding gain (loss) arising during the period, net of tax | 0.2 | (0.3) | |
Reclassification adjustment for net gain (loss) realized in net earnings, net of tax | (2.2) | (0.9) | $ 0.4 |
Other comprehensive income (loss), net of tax | $ (2) | $ (0.9) |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018USD ($)$ / sharesshares | Sep. 30, 2018USD ($)shares | Jun. 30, 2018USD ($)shares | Mar. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($)$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Sep. 14, 2018USD ($)$ / shares | |
Numerator: | ||||||||||||
Net earnings (loss) for basic earnings (loss) per share | $ 170.6 | $ (100.4) | $ 22.2 | $ 17.7 | $ (276.4) | $ (42.7) | $ (176.5) | $ 8.4 | $ 110.1 | $ (487.2) | $ 111.7 | |
Calculation of Net earnings for diluted earnings (loss) per share | ||||||||||||
Marked-to-market (gain) on derivative liability | (66.4) | |||||||||||
Interest expense for Convertible Notes due 2024 | 9.7 | |||||||||||
Net earnings available for diluted earnings | $ 53.4 | $ (487.2) | $ 111.7 | |||||||||
Denominator (shares in thousands): | ||||||||||||
Weighted average shares for basic earnings per common share | shares | 103,514,000 | 123,126,000 | 128,039,000 | 128,046,000 | 129,265,000 | 131,077,000 | 131,166,000 | 121,358,000 | 120,621,000 | 128,246,000 | 98,838,000 | |
Common equivalent shares for RSUs and PSUs | shares | 29,000 | 34,000 | ||||||||||
Common equivalent shares if-converted: convertible notes 2024 | shares | 9,455,000 | |||||||||||
Weighted average shares for diluted earnings per common share | shares | 135,450,000 | 123,126,000 | 128,105,000 | 128,046,000 | 129,265,000 | 131,077,000 | 131,166,000 | 121,401,000 | 130,105,000 | 128,246,000 | 98,872,000 | |
Basic earnings (loss) per common share (in dollars per share) | $ / shares | $ (2.14) | $ (0.33) | $ (1.35) | $ 0.07 | $ 0.91 | $ (3.80) | $ 1.13 | |||||
Diluted earnings (loss) per common share (in dollars per share) | $ / shares | $ (2.14) | $ (0.33) | $ (1.35) | $ 0.07 | 0.41 | $ (3.80) | $ 1.13 | |||||
Conversion rate (in dollars per share) | $ / shares | $ 18.95 | $ 18.95 | ||||||||||
Number of shares upon conversion | 31,662,269 | |||||||||||
Derivative liability | $ 24 | $ 24 | ||||||||||
Senior Unsecured Convertible Notes due 2024 | ||||||||||||
Denominator (shares in thousands): | ||||||||||||
Derivative liability | 24 | $ 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 | |||||||||||
Senior Unsecured Convertible Notes due 2024 | (Increase) decrease to Net Earnings | ||||||||||||
Denominator (shares in thousands): | ||||||||||||
Derivative liability | $ (66.4) | $ (66.4) | ||||||||||
Performance Vesting | ||||||||||||
Denominator (shares in thousands): | ||||||||||||
Anti-dilutive securities not included in the computations of diluted earnings per share (in shares) | shares | 364,269 | 187,468 | 83,477 | |||||||||
Restricted stock unit | ||||||||||||
Denominator (shares in thousands): | ||||||||||||
Anti-dilutive securities not included in the computations of diluted earnings per share (in shares) | shares | 210,558 | 88,194 | 90,654 |
SUPPLEMENTAL FINANCIAL INFORM_3
SUPPLEMENTAL FINANCIAL INFORMATION BY QUARTER (UNAUDITED) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | Jan. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
SUPPLEMENTAL FINANCIAL INFORMATION By QUARTER (UNAUDITED) | |||||||||||||
Total revenues | $ 1,413.3 | $ 1,221.4 | $ 1,442.5 | $ 1,383.6 | $ 1,416.8 | $ 1,178.7 | $ 1,202.3 | $ 1,281.4 | $ 5,460.8 | $ 5,079.2 | $ 3,235.9 | ||
Operating income (loss) | 87.3 | (21.9) | 89.7 | 109.9 | 70.3 | (4.1) | (19.5) | 55.3 | 265 | 102 | 213.6 | ||
Net earnings (loss) | $ 170.6 | $ (100.4) | $ 22.2 | $ 17.7 | $ (276.4) | $ (42.7) | $ (176.5) | $ 8.4 | $ 110.1 | $ (487.2) | $ 111.7 | ||
Basic earnings per share: | |||||||||||||
Basic earnings per share | $ 1.65 | $ (0.82) | $ 0.17 | $ 0.14 | $ 0.91 | $ (3.80) | $ 1.13 | ||||||
Diluted earnings per shares: | |||||||||||||
Diluted earnings per share | $ 0.43 | $ (0.82) | $ 0.17 | $ 0.14 | $ 0.41 | $ (3.80) | $ 1.13 | ||||||
Other disclosures | |||||||||||||
Basic (in thousands) | 103,514 | 123,126 | 128,039 | 128,046 | 129,265 | 131,077 | 131,166 | 121,358 | 120,621 | 128,246 | 98,838 | ||
Diluted (in thousands) | 135,450 | 123,126 | 128,105 | 128,046 | 129,265 | 131,077 | 131,166 | 121,401 | 130,105 | 128,246 | 98,872 | ||
Other income related to derivative assets and liabilities | $ 165.5 | ||||||||||||
Enacted federal income tax rate | 21.00% | 35.00% | |||||||||||
Income tax provision | $ 310 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - $ / shares | Feb. 15, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Class A common stock | ||||
Subsequent Events | ||||
Cash dividend declared (in dollars per share) | $ 0.20 | $ 0.20 | $ 0.20 | |
Class A common stock | Subsequent Events | ||||
Subsequent Events | ||||
Cash dividend declared (in dollars per share) | $ 0.20 | |||
Class B common stock | ||||
Subsequent Events | ||||
Cash dividend declared (in dollars per share) | $ 0.20 | $ 0.20 | $ 0.20 | |
Class B common stock | Subsequent Events | ||||
Subsequent Events | ||||
Cash dividend declared (in dollars per share) | $ 0.20 |
CONDENSED CONSOLIDATING FINAN_3
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Details) | 12 Months Ended |
Dec. 31, 2018 | |
AMCE | |
Ownership percentage | 100.00% |
CONDENSED CONSOLIDATING FINAN_4
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | |||||||||||
Revenue | $ 1,413.3 | $ 1,221.4 | $ 1,442.5 | $ 1,383.6 | $ 1,416.8 | $ 1,178.7 | $ 1,202.3 | $ 1,281.4 | $ 5,460.8 | $ 5,079.2 | $ 3,235.9 |
Operating costs and expenses | |||||||||||
Operating costs and expenses | 1,089.5 | ||||||||||
Operating expenses, excluding depreciation and amortization below | 1,654.7 | 1,548 | 873.5 | ||||||||
Rent | 797.8 | 794.4 | 505.5 | ||||||||
General and administrative: | |||||||||||
Merger, acquisition and transaction costs | 31.3 | 63 | 47.9 | ||||||||
Other, excluding depreciation and amortization below | 179.3 | 133.2 | 90 | ||||||||
Depreciation and amortization | 537.8 | 538.6 | 268.2 | ||||||||
Impairment of long-lived assets | 13.8 | 43.6 | 5.5 | ||||||||
Operating costs and expenses | 5,195.8 | 4,977.2 | 3,022.3 | ||||||||
Operating income (loss) | 87.3 | (21.9) | 89.7 | 109.9 | 70.3 | (4.1) | (19.5) | 55.3 | 265 | 102 | 213.6 |
Other expense (income) | |||||||||||
Other expense (income) | (108.1) | (1.5) | 0.3 | ||||||||
Interest expense: | |||||||||||
Corporate borrowings | 262.3 | 231.6 | 110.7 | ||||||||
Capital and financing lease obligations | 38.5 | 42.4 | 10.8 | ||||||||
Non-cash NCM exhibitor services agreement | 41.5 | ||||||||||
Equity in (earnings) loss of non-consolidated entities | (86.7) | 185.2 | (47.7) | ||||||||
Investment (income) expense | (6.2) | (22.6) | (10.2) | ||||||||
Total other expense | 141.3 | 435.1 | 63.9 | ||||||||
Earnings (loss) before income taxes | 123.7 | (333.1) | 149.7 | ||||||||
Income tax provision (benefit) | 13.6 | 154.1 | 38 | ||||||||
Net earnings (loss) | $ 170.6 | $ (100.4) | $ 22.2 | $ 17.7 | $ (276.4) | $ (42.7) | $ (176.5) | $ 8.4 | 110.1 | (487.2) | 111.7 |
Consolidating Adjustments | |||||||||||
Other expense (income) | |||||||||||
Equity in (earnings) loss of AMC Entertainment Inc. | (89.9) | 440.6 | (152.4) | ||||||||
Interest expense: | |||||||||||
Corporate borrowings | (263.4) | (239) | (123.5) | ||||||||
Investment (income) expense | 263.4 | 239 | 123.5 | ||||||||
Total other expense | 89.9 | (440.6) | 152.4 | ||||||||
Earnings (loss) before income taxes | (89.9) | 440.6 | (152.4) | ||||||||
Net earnings (loss) | (89.9) | 440.6 | (152.4) | ||||||||
AMCE | |||||||||||
General and administrative: | |||||||||||
Other, excluding depreciation and amortization below | 2 | 2 | |||||||||
Operating costs and expenses | 2 | 2 | |||||||||
Operating income (loss) | (2) | (2) | |||||||||
Other expense (income) | |||||||||||
Equity in (earnings) loss of AMC Entertainment Inc. | 14.5 | (472.5) | 119.7 | ||||||||
Other expense (income) | (110.5) | ||||||||||
Interest expense: | |||||||||||
Corporate borrowings | 256.7 | 230.3 | 110.5 | ||||||||
Investment (income) expense | (241.8) | (217.6) | (104.5) | ||||||||
Total other expense | (110.1) | 485.2 | (113.7) | ||||||||
Earnings (loss) before income taxes | 110.1 | (487.2) | 111.7 | ||||||||
Net earnings (loss) | 110.1 | (487.2) | 111.7 | ||||||||
Subsidiary Guarantors | |||||||||||
Revenues | |||||||||||
Revenue | 3,275.7 | 3,030.3 | 3,070.4 | ||||||||
Operating costs and expenses | |||||||||||
Operating costs and expenses | 1,040 | ||||||||||
Operating expenses, excluding depreciation and amortization below | 931.4 | 873.6 | 830.8 | ||||||||
Rent | 484.1 | 496.7 | 491.1 | ||||||||
General and administrative: | |||||||||||
Merger, acquisition and transaction costs | 16.8 | 58.3 | 46.9 | ||||||||
Other, excluding depreciation and amortization below | 112.5 | 81.8 | 84 | ||||||||
Depreciation and amortization | 285.4 | 290.7 | 252.9 | ||||||||
Impairment of long-lived assets | 6.1 | 43.6 | 5.5 | ||||||||
Operating costs and expenses | 3,085 | 2,985.4 | 2,885.4 | ||||||||
Operating income (loss) | 190.7 | 44.9 | 185 | ||||||||
Other expense (income) | |||||||||||
Equity in (earnings) loss of AMC Entertainment Inc. | 75.4 | 31.9 | 32.7 | ||||||||
Other expense (income) | 1.7 | (0.9) | 0.4 | ||||||||
Interest expense: | |||||||||||
Corporate borrowings | 263.1 | 239 | 123.7 | ||||||||
Capital and financing lease obligations | 6.8 | 7.7 | 8.5 | ||||||||
Non-cash NCM exhibitor services agreement | 41.5 | ||||||||||
Equity in (earnings) loss of non-consolidated entities | (50.5) | 192.2 | (46.9) | ||||||||
Investment (income) expense | (27.1) | (43) | (28.3) | ||||||||
Total other expense | 160.1 | 363.1 | 24.7 | ||||||||
Earnings (loss) before income taxes | 30.6 | (318.2) | 160.3 | ||||||||
Income tax provision (benefit) | 16.1 | 154.3 | 40.6 | ||||||||
Net earnings (loss) | 14.5 | (472.5) | 119.7 | ||||||||
Subsidiary Non-Guarantors | |||||||||||
Revenues | |||||||||||
Revenue | 2,185.1 | 2,048.9 | 165.5 | ||||||||
Operating costs and expenses | |||||||||||
Operating costs and expenses | 49.5 | ||||||||||
Operating expenses, excluding depreciation and amortization below | 723.3 | 674.4 | 42.7 | ||||||||
Rent | 313.7 | 297.7 | 14.4 | ||||||||
General and administrative: | |||||||||||
Merger, acquisition and transaction costs | 14.5 | 4.7 | 1 | ||||||||
Other, excluding depreciation and amortization below | 66.8 | 49.4 | 4 | ||||||||
Depreciation and amortization | 252.4 | 247.9 | 15.3 | ||||||||
Impairment of long-lived assets | 7.7 | ||||||||||
Operating costs and expenses | 2,110.8 | 1,989.8 | 134.9 | ||||||||
Operating income (loss) | 74.3 | 59.1 | 30.6 | ||||||||
Other expense (income) | |||||||||||
Other expense (income) | 0.7 | (0.6) | (0.1) | ||||||||
Interest expense: | |||||||||||
Corporate borrowings | 5.9 | 1.3 | |||||||||
Capital and financing lease obligations | 31.7 | 34.7 | 2.3 | ||||||||
Equity in (earnings) loss of non-consolidated entities | (36.2) | (7) | (0.8) | ||||||||
Investment (income) expense | (0.7) | (1) | (0.9) | ||||||||
Total other expense | 1.4 | 27.4 | 0.5 | ||||||||
Earnings (loss) before income taxes | 72.9 | 31.7 | 30.1 | ||||||||
Income tax provision (benefit) | (2.5) | (0.2) | (2.6) | ||||||||
Net earnings (loss) | 75.4 | 31.9 | 32.7 | ||||||||
Admissions | |||||||||||
Revenues | |||||||||||
Revenue | 3,385 | 3,229.5 | 2,049.4 | ||||||||
Operating costs and expenses | |||||||||||
Operating costs and expenses | 1,710.2 | 1,604.3 | 1,089.5 | ||||||||
Admissions | Subsidiary Guarantors | |||||||||||
Revenues | |||||||||||
Revenue | 2,006.5 | 1,906.1 | 1,945.1 | ||||||||
Operating costs and expenses | |||||||||||
Operating costs and expenses | 1,091.9 | 1,001.8 | |||||||||
Admissions | Subsidiary Non-Guarantors | |||||||||||
Revenues | |||||||||||
Revenue | 1,378.5 | 1,323.4 | 104.3 | ||||||||
Operating costs and expenses | |||||||||||
Operating costs and expenses | 618.3 | 602.5 | |||||||||
Food and beverage | |||||||||||
Revenues | |||||||||||
Revenue | 1,671.5 | 1,548.4 | 1,019.1 | ||||||||
Operating costs and expenses | |||||||||||
Operating costs and expenses | 270.9 | 252.1 | 142.2 | ||||||||
Food and beverage | Subsidiary Guarantors | |||||||||||
Revenues | |||||||||||
Revenue | 1,041.7 | 956.1 | 972.9 | ||||||||
Operating costs and expenses | |||||||||||
Operating costs and expenses | 156.8 | 138.9 | 134.2 | ||||||||
Food and beverage | Subsidiary Non-Guarantors | |||||||||||
Revenues | |||||||||||
Revenue | 629.8 | 592.3 | 46.2 | ||||||||
Operating costs and expenses | |||||||||||
Operating costs and expenses | 114.1 | 113.2 | 8 | ||||||||
Total other theatre | |||||||||||
Revenues | |||||||||||
Revenue | 404.3 | 301.3 | 167.4 | ||||||||
Total other theatre | Subsidiary Guarantors | |||||||||||
Revenues | |||||||||||
Revenue | 227.5 | 168.1 | 152.4 | ||||||||
Total other theatre | Subsidiary Non-Guarantors | |||||||||||
Revenues | |||||||||||
Revenue | $ 176.8 | $ 133.2 | $ 15 |
CONDENSED CONSOLIDATING FINAN_5
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net earnings (loss) | $ 170.6 | $ (100.4) | $ 22.2 | $ 17.7 | $ (276.4) | $ (42.7) | $ (176.5) | $ 8.4 | $ 110.1 | $ (487.2) | $ 111.7 |
Unrealized foreign currency translation adjustment, net of tax | (127.7) | 131.7 | (3.9) | ||||||||
Realized loss on foreign currency transactions, net of tax | 1 | ||||||||||
Pension and other benefit adjustments: | |||||||||||
Net loss arising during the period, net of tax | 4.2 | (3) | (0.3) | ||||||||
Marketable securities: | |||||||||||
Unrealized holding gains arising during the period, net of tax | 0.7 | 0.6 | |||||||||
Realized net (gain) loss reclassified into investment income, net of tax | (0.4) | (1.8) | |||||||||
Equity method investees' cash flow hedge: | |||||||||||
Unrealized holding gains arising during the period | 0.2 | (0.3) | |||||||||
Realized net loss (gain) reclassified into equity in earnings of non-consolidated entities, net of tax | (2.2) | (0.9) | 0.4 | ||||||||
Other comprehensive income (loss), net of tax | (124.5) | 128.1 | (5.3) | ||||||||
Total comprehensive income (loss) | (14.4) | (359.1) | 106.4 | ||||||||
Consolidating Adjustments | |||||||||||
Net earnings (loss) | (89.9) | 440.6 | (152.4) | ||||||||
Equity in other comprehensive income (loss) of subsidiaries | 223.6 | (240.2) | 8.9 | ||||||||
Equity method investees' cash flow hedge: | |||||||||||
Other comprehensive income (loss), net of tax | 223.6 | (240.2) | 8.9 | ||||||||
Total comprehensive income (loss) | 133.7 | 200.4 | (143.5) | ||||||||
AMCE | |||||||||||
Net earnings (loss) | 110.1 | (487.2) | 111.7 | ||||||||
Equity in other comprehensive income (loss) of subsidiaries | (124.5) | 128.1 | (5.3) | ||||||||
Equity method investees' cash flow hedge: | |||||||||||
Other comprehensive income (loss), net of tax | (124.5) | 128.1 | (5.3) | ||||||||
Total comprehensive income (loss) | (14.4) | (359.1) | 106.4 | ||||||||
Subsidiary Guarantors | |||||||||||
Net earnings (loss) | 14.5 | (472.5) | 119.7 | ||||||||
Equity in other comprehensive income (loss) of subsidiaries | (99.1) | 112.1 | (3.6) | ||||||||
Unrealized foreign currency translation adjustment, net of tax | (30.7) | 22 | (0.2) | ||||||||
Realized loss on foreign currency transactions, net of tax | 1 | ||||||||||
Pension and other benefit adjustments: | |||||||||||
Net loss arising during the period, net of tax | 6.3 | (5.4) | (0.4) | ||||||||
Marketable securities: | |||||||||||
Unrealized holding gains arising during the period, net of tax | 0.7 | 0.6 | |||||||||
Realized net (gain) loss reclassified into investment income, net of tax | (0.4) | (1.8) | |||||||||
Equity method investees' cash flow hedge: | |||||||||||
Unrealized holding gains arising during the period | 0.2 | (0.3) | |||||||||
Realized net loss (gain) reclassified into equity in earnings of non-consolidated entities, net of tax | (2.2) | (0.9) | 0.4 | ||||||||
Other comprehensive income (loss), net of tax | (124.5) | 128.1 | (5.3) | ||||||||
Total comprehensive income (loss) | (110) | (344.4) | 114.4 | ||||||||
Subsidiary Non-Guarantors | |||||||||||
Net earnings (loss) | 75.4 | 31.9 | 32.7 | ||||||||
Unrealized foreign currency translation adjustment, net of tax | (97) | 109.7 | (3.7) | ||||||||
Pension and other benefit adjustments: | |||||||||||
Net loss arising during the period, net of tax | (2.1) | 2.4 | 0.1 | ||||||||
Equity method investees' cash flow hedge: | |||||||||||
Other comprehensive income (loss), net of tax | (99.1) | 112.1 | (3.6) | ||||||||
Total comprehensive income (loss) | $ (23.7) | $ 144 | $ 29.1 |
CONDENSED CONSOLIDATING FINAN_6
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | |||||
Cash and cash equivalents | $ 313.3 | $ 310 | |||
Restricted cash | 10.7 | 8.3 | |||
Receivables, net | 259.5 | 271.5 | |||
Assets held for sale | 80 | ||||
Other current assets | 197.8 | 202.6 | |||
Total current assets | 781.3 | 872.4 | |||
Property, net | 3,039.6 | 3,116.5 | |||
Intangible assets, net | 352.1 | 380.5 | |||
Goodwill | 4,788.7 | 4,931.7 | $ 3,933 | ||
Deferred tax asset, net | 28.6 | 28.9 | |||
Other long-term assets | 505.5 | $ 487 | 475.9 | ||
Total assets | 9,495.8 | 9,805.9 | |||
Current liabilities: | |||||
Accounts payable | 452.6 | 569.6 | |||
Accrued expenses and other liabilities | 378.5 | 351.1 | |||
Deferred revenues and income | 414.8 | 391 | 401 | ||
Current maturities of corporate borrowings and capital and financing lease obligations | 82.2 | 87.7 | |||
Total current liabilities | 1,328.1 | 1,409.4 | |||
Corporate borrowings | 4,707.8 | 4,220.1 | |||
Capital and financing lease obligations | 493.2 | 578.9 | |||
Exhibitor services agreement | 564 | $ 583.8 | 530.9 | ||
Deferred tax liability, net | 41.6 | 49.6 | |||
Other long-term liabilities | 963.1 | 903.8 | |||
Total liabilities | 8,097.8 | 7,692.7 | |||
Temporary equity | 0.4 | 0.8 | |||
Total stockholders' equity | 1,397.6 | 2,112.4 | $ 2,009.6 | $ 1,538.7 | |
Total liabilities and stockholders' equity | 9,495.8 | 9,805.9 | |||
Consolidating Adjustments | |||||
Current assets: | |||||
Receivables, net | (4.4) | ||||
Total current assets | (4.4) | ||||
Investment in equity of subsidiaries | (2,149.1) | (3,964) | |||
Deferred tax asset, net | (68.7) | (68.7) | |||
Total assets | (2,222.2) | (4,032.7) | |||
Current liabilities: | |||||
Accounts payable | (4.5) | ||||
Accrued expenses and other liabilities | 0.1 | ||||
Total current liabilities | (4.4) | ||||
Deferred tax liability, net | (68.7) | (68.7) | |||
Total liabilities | (73.1) | (68.7) | |||
Total stockholders' equity | (2,149.1) | (3,964) | |||
Total liabilities and stockholders' equity | (2,222.2) | (4,032.7) | |||
AMCE | |||||
Current assets: | |||||
Cash and cash equivalents | 0.3 | 1.1 | |||
Receivables, net | 0.4 | ||||
Total current assets | 0.3 | 1.5 | |||
Investment in equity of subsidiaries | 654.3 | 2,450.6 | |||
Intercompany advances | 5,427 | 3,914.1 | |||
Goodwill | (2.1) | (2.1) | |||
Other long-term assets | 59.8 | 5.8 | |||
Total assets | 6,139.3 | 6,369.9 | |||
Current liabilities: | |||||
Accrued expenses and other liabilities | 31.5 | 24.2 | |||
Current maturities of corporate borrowings and capital and financing lease obligations | 13.8 | 13.8 | |||
Total current liabilities | 45.3 | 38 | |||
Corporate borrowings | 4,696 | 4,218.7 | |||
Total liabilities | 4,741.3 | 4,256.7 | |||
Temporary equity | 0.4 | 0.8 | |||
Total stockholders' equity | 1,397.6 | 2,112.4 | |||
Total liabilities and stockholders' equity | 6,139.3 | 6,369.9 | |||
Subsidiary Guarantors | |||||
Current assets: | |||||
Cash and cash equivalents | 169.5 | 85 | |||
Receivables, net | 157.3 | 186.4 | |||
Assets held for sale | 80 | ||||
Other current assets | 120.8 | 118 | |||
Total current assets | 447.6 | 469.4 | |||
Investment in equity of subsidiaries | 1,494.8 | 1,513.4 | |||
Property, net | 1,534.9 | 1,591.1 | |||
Intangible assets, net | 209.6 | 218.9 | |||
Intercompany advances | (3,541.1) | (1,893.3) | |||
Goodwill | 2,422.1 | 2,422.1 | |||
Other long-term assets | 307.5 | 326.5 | |||
Total assets | 2,875.4 | 4,648.1 | |||
Current liabilities: | |||||
Accounts payable | 301.5 | 373.7 | |||
Accrued expenses and other liabilities | 176.4 | 165.3 | |||
Deferred revenues and income | 313 | 270.8 | |||
Current maturities of corporate borrowings and capital and financing lease obligations | 11.1 | 11.8 | |||
Total current liabilities | 802 | 821.6 | |||
Corporate borrowings | 1.4 | ||||
Capital and financing lease obligations | 63.8 | 73.5 | |||
Exhibitor services agreement | 564 | 530.9 | |||
Deferred tax liability, net | 86.4 | 85.3 | |||
Other long-term liabilities | 704.9 | 684.8 | |||
Total liabilities | 2,221.1 | 2,197.5 | |||
Total stockholders' equity | 654.3 | 2,450.6 | |||
Total liabilities and stockholders' equity | 2,875.4 | 4,648.1 | |||
Subsidiary Non-Guarantors | |||||
Current assets: | |||||
Cash and cash equivalents | 143.5 | 223.9 | |||
Restricted cash | 10.7 | 8.3 | |||
Receivables, net | 106.6 | 84.7 | |||
Other current assets | 77 | 84.6 | |||
Total current assets | 337.8 | 401.5 | |||
Property, net | 1,504.7 | 1,525.4 | |||
Intangible assets, net | 142.5 | 161.6 | |||
Intercompany advances | (1,885.9) | (2,020.8) | |||
Goodwill | 2,368.7 | 2,511.7 | |||
Deferred tax asset, net | 97.3 | 97.6 | |||
Other long-term assets | 138.2 | 143.6 | |||
Total assets | 2,703.3 | 2,820.6 | |||
Current liabilities: | |||||
Accounts payable | 155.6 | 195.9 | |||
Accrued expenses and other liabilities | 170.5 | 161.6 | |||
Deferred revenues and income | 101.8 | 130.2 | |||
Current maturities of corporate borrowings and capital and financing lease obligations | 57.3 | 62.1 | |||
Total current liabilities | 485.2 | 549.8 | |||
Corporate borrowings | 11.8 | ||||
Capital and financing lease obligations | 429.4 | 505.4 | |||
Deferred tax liability, net | 23.9 | 33 | |||
Other long-term liabilities | 258.2 | 219 | |||
Total liabilities | 1,208.5 | 1,307.2 | |||
Total stockholders' equity | 1,494.8 | 1,513.4 | |||
Total liabilities and stockholders' equity | $ 2,703.3 | $ 2,820.6 |
CONDENSED CONSOLIDATING FINAN_7
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Cash Flows (Details) kr in Millions, $ in Millions | Mar. 28, 2017SEK (kr) | Mar. 28, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Net change in operating activities: | |||||
Net cash provided by operating activities | $ 523.2 | $ 537.4 | $ 431.7 | ||
Cash flows from investing activities: | |||||
Capital expenditures | (576.3) | (626.8) | (421.7) | ||
Proceeds from sale leaseback transaction | 50.1 | 136.2 | |||
Proceeds from disposition of long-term assets | 14.2 | 24.1 | 19.9 | ||
Investments in non-consolidated entities | (11.4) | (11.1) | (10.5) | ||
Investments in non-consolidated entities, net | (11.4) | (11.1) | (10.5) | ||
Other, net | (2.1) | (2.3) | (6.5) | ||
Net cash provided by (used in) investing activities | (317.2) | (959.3) | (1,331.5) | ||
Cash flows from financing activities: | |||||
Proceeds from issuance of Senior Unsecured Convertible | 600 | 327.8 | 310 | ||
Proceeds from issuance of Term Loan Due 2023 | 498.7 | ||||
Proceeds from issuance of bridge loan due 2017 | 350 | ||||
Borrowings under (repayments) Revolving Credit Facility | 12.1 | (75) | |||
Payments of Stock Issuance Costs | (0.8) | ||||
Repayments under Revolving Credit Facility | (75) | ||||
Principal payment of Loan | (1.4) | (1.4) | (1.4) | ||
Principal payments under term loan | (13.8) | (12.6) | (8.8) | ||
Net proceeds from equity offering | 616.8 | ||||
Principal payments under capital and financing lease obligations | (71) | (70.7) | (10.8) | ||
Cash used to pay for deferred financing costs | (15.5) | (33.6) | (65.9) | ||
Cash used to pay dividends | (258.1) | (104.6) | (79.6) | ||
Taxes paid for restricted unit withholdings | (1.7) | (6.5) | |||
Retirement of Class B common stock | (423.6) | ||||
Purchase of treasury stock | (21.8) | (34) | |||
Net cash provided by (used in) financing activities | (194.8) | 492.3 | 918.2 | ||
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (5.5) | 17.7 | 0.6 | ||
Net increase (decrease) in cash, cash equivalents, and restricted cash | 5.7 | 88.1 | 19 | ||
Cash and cash equivalents, and restricted cash at beginning of period | 318.3 | 230.2 | 211.2 | ||
Cash and cash equivalents, and restricted cash at end of period | 324 | 318.3 | 230.2 | ||
NCM | |||||
Cash flows from investing activities: | |||||
Proceeds from disposition | 162.5 | 89 | |||
Screenvision | |||||
Cash flows from investing activities: | |||||
Proceeds from disposition | 45.8 | ||||
Open Road Films | |||||
Cash flows from investing activities: | |||||
Proceeds from disposition | 9.2 | ||||
Nordic | |||||
Cash flows from investing activities: | |||||
Acquisition | kr (5,756) | (577.6) | |||
Odeon | |||||
Cash flows from investing activities: | |||||
Acquisition | (415.6) | ||||
Carmike | |||||
Cash flows from investing activities: | |||||
Acquisition | (497.8) | ||||
Starplex Cinemas | |||||
Cash flows from investing activities: | |||||
Acquisition | 0.7 | ||||
6.375% Senior Subordinated Notes due 2024 | |||||
Cash flows from financing activities: | |||||
Proceeds from issuance of Senior Unsecured Convertible | 600 | 327.8 | |||
Proceeds from issuance of Senior Subordinated Notes | 310 | ||||
6.125% Senior Subordinated Notes due 2027 | |||||
Cash flows from financing activities: | |||||
Proceeds from issuance of Senior Unsecured Convertible | 475 | ||||
Term Loan Facility (SEK) | |||||
Cash flows from financing activities: | |||||
Principal payments under term loan | (144.4) | ||||
Term Loan Facility (SEK) | Nordic | |||||
Cash flows from investing activities: | |||||
Acquisition | $ (654.9) | ||||
Term Loan facility (EUR) | |||||
Cash flows from financing activities: | |||||
Principal payments under term loan | (169.5) | ||||
Bridge Loan Agreement due 2017 | |||||
Cash flows from financing activities: | |||||
Proceeds from issuance of bridge loan due 2017 | 350 | ||||
Principal payments under term loan | (350) | ||||
5.875% Senior Subordinated Notes due 2026 | |||||
Cash flows from financing activities: | |||||
Proceeds from issuance of Senior Unsecured Convertible | 595 | ||||
Proceeds from issuance of Senior Subordinated Notes | 595 | ||||
Senior Secured Note GBP 9.0 Percent Due 2018 [Member] | |||||
Cash flows from financing activities: | |||||
Payments of Senior Subordinated Notes | (380.7) | ||||
Senior Secured Note EUR Due 2018 | |||||
Cash flows from financing activities: | |||||
Payments of Senior Subordinated Notes | (212.5) | ||||
5.875% Senior Subordinated Notes due 2022 | |||||
Cash flows from financing activities: | |||||
Proceeds from issuance of Term Loan Due 2023 | 498.7 | ||||
AMCE | |||||
Net change in operating activities: | |||||
Net cash provided by operating activities | 7.2 | (10.2) | 7.3 | ||
Cash flows from financing activities: | |||||
Payments of Stock Issuance Costs | (0.8) | ||||
Repayments under Revolving Credit Facility | (75) | ||||
Principal payments under term loan | (13.8) | (12.6) | (8.8) | ||
Net proceeds from equity offering | 616.8 | ||||
Cash used to pay for deferred financing costs | (15.5) | (29.8) | (65.9) | ||
Cash used to pay dividends | (258.1) | (104.6) | (79.6) | ||
Taxes paid for restricted unit withholdings | (1.7) | (6.5) | |||
Retirement of Class B common stock | (423.6) | ||||
Purchase of treasury stock | (21.8) | (34) | |||
Change in intercompany advances | (167.1) | (616.7) | (935.1) | ||
Net cash provided by (used in) financing activities | 32.6 | (48.5) | (4.7) | ||
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (40.6) | 56.8 | (1.5) | ||
Net increase (decrease) in cash, cash equivalents, and restricted cash | (0.8) | (1.9) | 1.1 | ||
Cash and cash equivalents, and restricted cash at beginning of period | 1.1 | 3 | 1.9 | ||
Cash and cash equivalents, and restricted cash at end of period | 0.3 | 1.1 | 3 | ||
AMCE | 6.375% Senior Subordinated Notes due 2024 | |||||
Cash flows from financing activities: | |||||
Proceeds from issuance of Senior Unsecured Convertible | 600 | 327.8 | |||
Proceeds from issuance of Senior Subordinated Notes | 310 | ||||
AMCE | 6.125% Senior Subordinated Notes due 2027 | |||||
Cash flows from financing activities: | |||||
Proceeds from issuance of Senior Unsecured Convertible | 475 | ||||
AMCE | Term Loan Facility (SEK) | |||||
Cash flows from financing activities: | |||||
Principal payments under term loan | (144.4) | ||||
AMCE | Term Loan facility (EUR) | |||||
Cash flows from financing activities: | |||||
Principal payments under term loan | (169.5) | ||||
AMCE | Bridge Loan Agreement due 2017 | |||||
Cash flows from financing activities: | |||||
Proceeds from issuance of bridge loan due 2017 | 350 | ||||
Principal payments under term loan | (350) | ||||
AMCE | 5.875% Senior Subordinated Notes due 2026 | |||||
Cash flows from financing activities: | |||||
Proceeds from issuance of Senior Subordinated Notes | 595 | ||||
AMCE | Senior Secured Note GBP 9.0 Percent Due 2018 [Member] | |||||
Cash flows from financing activities: | |||||
Payments of Senior Subordinated Notes | (380.7) | ||||
AMCE | Senior Secured Note EUR Due 2018 | |||||
Cash flows from financing activities: | |||||
Payments of Senior Subordinated Notes | (212.5) | ||||
AMCE | 5.875% Senior Subordinated Notes due 2022 | |||||
Cash flows from financing activities: | |||||
Proceeds from issuance of Term Loan Due 2023 | 498.7 | ||||
Subsidiary Guarantors | |||||
Net change in operating activities: | |||||
Net cash provided by operating activities | 247.3 | 231.3 | 438.6 | ||
Cash flows from investing activities: | |||||
Capital expenditures | (286) | (407.5) | (410.9) | ||
Proceeds from sale leaseback transaction | 50.1 | 136.2 | |||
Proceeds from disposition of long-term assets | 4.8 | 10.5 | 19.9 | ||
Investments in non-consolidated entities | (11.4) | (11.1) | (10.5) | ||
Other, net | (4.1) | (2.1) | (6.5) | ||
Net cash provided by (used in) investing activities | (84.1) | (830.7) | (1,471.9) | ||
Cash flows from financing activities: | |||||
Principal payment of Loan | (1.4) | (1.4) | (1.4) | ||
Principal payments under capital and financing lease obligations | (10.4) | (9.5) | (8.6) | ||
Change in intercompany advances | 108.5 | 654.1 | 968.1 | ||
Net cash provided by (used in) financing activities | (120.3) | 643.2 | 958.1 | ||
Effect of exchange rate changes on cash and cash equivalents and restricted cash | 41.6 | (53.5) | 2.9 | ||
Net increase (decrease) in cash, cash equivalents, and restricted cash | 84.5 | (9.7) | (72.3) | ||
Cash and cash equivalents, and restricted cash at beginning of period | 85 | 94.7 | 167 | ||
Cash and cash equivalents, and restricted cash at end of period | 169.5 | 85 | 94.7 | ||
Subsidiary Guarantors | NCM | |||||
Cash flows from investing activities: | |||||
Proceeds from disposition | 162.5 | 89 | |||
Subsidiary Guarantors | Open Road Films | |||||
Cash flows from investing activities: | |||||
Proceeds from disposition | 9.2 | ||||
Subsidiary Guarantors | Nordic | |||||
Cash flows from investing activities: | |||||
Acquisition | (654.9) | ||||
Subsidiary Guarantors | Odeon | |||||
Cash flows from investing activities: | |||||
Acquisition | (480.3) | ||||
Subsidiary Guarantors | Carmike | |||||
Cash flows from investing activities: | |||||
Acquisition | (584.3) | ||||
Subsidiary Guarantors | Starplex Cinemas | |||||
Cash flows from investing activities: | |||||
Acquisition | 0.7 | ||||
Subsidiary Non-Guarantors | |||||
Net change in operating activities: | |||||
Net cash provided by operating activities | 268.7 | 316.3 | (14.2) | ||
Cash flows from investing activities: | |||||
Capital expenditures | (290.3) | (219.3) | (10.8) | ||
Proceeds from disposition of long-term assets | 9.4 | 13.6 | |||
Other, net | 2 | (0.2) | |||
Net cash provided by (used in) investing activities | (233.1) | (128.6) | 140.4 | ||
Cash flows from financing activities: | |||||
Borrowings under (repayments) Revolving Credit Facility | 12.1 | ||||
Principal payments under capital and financing lease obligations | (60.6) | (61.2) | (2.2) | ||
Cash used to pay for deferred financing costs | (3.8) | ||||
Change in intercompany advances | 58.6 | (37.4) | (33) | ||
Net cash provided by (used in) financing activities | (107.1) | (102.4) | (35.2) | ||
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (6.5) | 14.4 | (0.8) | ||
Net increase (decrease) in cash, cash equivalents, and restricted cash | (78) | 99.7 | 90.2 | ||
Cash and cash equivalents, and restricted cash at beginning of period | 232.2 | 132.5 | 42.3 | ||
Cash and cash equivalents, and restricted cash at end of period | 154.2 | 232.2 | 132.5 | ||
Subsidiary Non-Guarantors | Screenvision | |||||
Cash flows from investing activities: | |||||
Proceeds from disposition | $ 45.8 | ||||
Subsidiary Non-Guarantors | Nordic | |||||
Cash flows from investing activities: | |||||
Acquisition | $ 77.3 | ||||
Subsidiary Non-Guarantors | Odeon | |||||
Cash flows from investing activities: | |||||
Acquisition | 64.7 | ||||
Subsidiary Non-Guarantors | Carmike | |||||
Cash flows from investing activities: | |||||
Acquisition | $ 86.5 |