Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 01, 2019 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2019 | |
Entity File Number | 001-33892 | |
Entity Registrant Name | AMC ENTERTAINMENT HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-0303916 | |
Entity Address, Address Line One | One AMC Way | |
Entity Address, Address Line Two | 11500 Ash Street | |
Entity Address, City or Town | Leawood | |
Entity Address, State or Province | KS | |
Entity Address, Postal Zip Code | 66211 | |
City Area Code | 913 | |
Local Phone Number | 213-2000 | |
Title of 12(b) Security | Class A common stock | |
Trading Symbol | AMC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001411579 | |
Amendment Flag | false | |
Class A common stock | ||
Entity Common Stock, Shares Outstanding | 52,080,077 | |
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 | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues | ||||
Revenue | $ 1,316.8 | $ 1,221.4 | $ 4,023.3 | $ 4,047.5 |
Operating costs and expenses | ||||
Operating expenses, excluding depreciation and amortization below | 419 | 400.5 | 1,259.2 | 1,236.9 |
Rent | 238.7 | 203.7 | 726.6 | 593.1 |
General and administrative: | ||||
Merger, acquisition and other costs | 4.7 | 18.1 | 11.2 | 27.1 |
Other, excluding depreciation and amortization below | 37.5 | 48.4 | 126.9 | 135.6 |
Depreciation and amortization | 112.1 | 130.2 | 337.1 | 398.4 |
Operating costs and expenses | 1,296 | 1,243.3 | 3,930.7 | 3,869.8 |
Operating income (loss) | 20.8 | (21.9) | 92.6 | 177.7 |
Other expense (income) | ||||
Other expense (income) | (1.3) | 54.1 | 5.1 | 57.5 |
Interest expense: | ||||
Corporate borrowings | 73.2 | 64.3 | 218.7 | 188.2 |
Capital and financing lease obligations | 1.8 | 9.4 | 6 | 29.5 |
Non-cash NCM exhibitor services agreement | 10.1 | 10.3 | 30.4 | 31.2 |
Equity in (earnings) loss of non-consolidated entities | (7.5) | (70) | (24.2) | (74) |
Investment (income) expense | (0.5) | (0.7) | (18.7) | (7.4) |
Total other expense | 75.8 | 67.4 | 217.3 | 225 |
Earnings (loss) before income taxes | (55) | (89.3) | (124.7) | (47.3) |
Income tax provision (benefit) | (0.2) | 11.1 | 10.9 | 13.2 |
Net earnings (loss) | $ (54.8) | $ (100.4) | $ (135.6) | $ (60.5) |
Earnings (loss) per share: | ||||
Basic | $ (0.53) | $ (0.82) | $ (1.31) | $ (0.48) |
Diluted | $ (0.53) | $ (0.82) | $ (1.31) | $ (0.48) |
Average shares outstanding: | ||||
Basic (in thousands) | 103,850 | 123,126 | 103,826 | 126,386 |
Diluted (in thousands) | 103,850 | 123,126 | 103,826 | 126,386 |
Admissions | ||||
Revenues | ||||
Revenue | $ 797.3 | $ 751.4 | $ 2,424.3 | $ 2,522.7 |
Operating costs and expenses | ||||
Operating costs and expenses | 416.8 | 378.8 | 1,264.6 | 1,276.7 |
Food and beverage | ||||
Revenues | ||||
Revenue | 420 | 384.8 | 1,281.3 | 1,236.4 |
Operating costs and expenses | ||||
Operating costs and expenses | 67.2 | 63.6 | 205.1 | 202 |
Total other theatre | ||||
Revenues | ||||
Revenue | $ 99.5 | $ 85.2 | $ 317.7 | $ 288.4 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Comprehensive income | ||||||||
Net earnings (loss) | $ (54.8) | $ 49.4 | $ (130.2) | $ (100.4) | $ 22.2 | $ 17.7 | $ (135.6) | $ (60.5) |
Unrealized foreign currency translation adjustment, net of tax | (68.2) | (5.7) | (102.9) | (101.6) | ||||
Realized loss on foreign currency transactions, net of tax | 0.6 | 1 | ||||||
Pension and other benefit adjustments: | ||||||||
Net loss arising during the period, net of tax | 0.1 | 0.1 | 0.2 | (1.3) | ||||
Equity method investee's cash flow hedge: | ||||||||
Unrealized net holding gain (loss) arising during the period, net of tax | (0.1) | 0.2 | ||||||
Realized net loss (gain) reclassified into equity in earnings of non-consolidated entities, net of tax | (1.9) | (2.2) | ||||||
Other comprehensive income (loss), net of tax | (68.1) | $ (9.2) | $ (24.9) | (7.5) | $ (107.2) | $ 10.7 | (102.2) | (103.9) |
Total comprehensive income (loss) | $ (122.9) | $ (107.9) | $ (237.8) | $ (164.4) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 100.4 | $ 313.3 |
Restricted cash | 10.2 | 10.7 |
Receivables, net | 157.9 | 259.5 |
Other current assets | 180.2 | 197.8 |
Total current assets | 448.7 | 781.3 |
Property, net | 2,581.4 | 3,039.6 |
Operating lease right-of-use assets, net | 4,794.9 | |
Intangible assets, net | 193.9 | 352.1 |
Goodwill | 4,693.8 | 4,788.7 |
Deferred tax asset, net | 30.7 | 28.6 |
Other long-term assets | 537.9 | 505.5 |
Total assets | 13,281.3 | 9,495.8 |
Current liabilities: | ||
Accounts payable | 361.6 | 452.6 |
Accrued expenses and other liabilities | 338.6 | 378.5 |
Deferred revenues and income | 347.5 | 414.8 |
Current maturities of corporate borrowings | 21.4 | 15.2 |
Current maturities of of finance lease liabilities | 10 | |
Current maturities of operating lease liabilities | 568.1 | |
Current maturities of corporate borrowings and lease liabilities | 67 | |
Total current liabilities | 1,647.2 | 1,328.1 |
Corporate borrowings | 4,710.1 | 4,707.8 |
Finance lease liability | 89.5 | 493.2 |
Operating lease liability | 4,857.6 | |
Exhibitor services agreement | 553.8 | 564 |
Deferred tax liability, net | 49.8 | 41.6 |
Other long-term liabilities | 190 | 963.1 |
Total liabilities | 12,098 | 8,097.8 |
Commitments and contingencies | ||
Temporary Equity | ||
Class A common stock (temporary equity) ($.01 par value, 0 shares issued; 0 shares outstanding as of September 30, 2019 and 75,712 shares issued; 38,943 shares outstanding as of December 31, 2018) | 0.4 | |
Stockholders' equity: | ||
Additional paid-in capital | 2,008.9 | 1,998.4 |
Treasury stock (3,732,625 shares as of September 30, 2019 and December 31, 2018, at cost) | (56.4) | (56.4) |
Accumulated other comprehensive income (loss) | (96.7) | 5.5 |
Accumulated earnings | (673.5) | (550.9) |
Total stockholders' equity | 1,183.3 | 1,397.6 |
Total liabilities and stockholders' equity | 13,281.3 | 9,495.8 |
Class A common stock | ||
Stockholders' equity: | ||
Common stock value | 0.5 | 0.5 |
Total stockholders' equity | 0.5 | 0.5 |
Class B common stock | ||
Stockholders' equity: | ||
Common stock value | $ 0.5 | $ 0.5 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Common stock (temporary equity), par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock (temporary equity), shares issued (in shares) | 0 | 75,712 |
Common stock (temporary equity), shares outstanding (in shares) | 0 | 38,943 |
Treasury stock, shares | 3,732,625 | 3,732,625 |
Class A common stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, share authorized (in shares) | 524,173,073 | 524,173,073 |
Common stock, shares issued (in shares) | 55,812,702 | 55,401,325 |
Common stock, shares outstanding (in shares) | 52,080,077 | 51,705,469 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, share authorized (in shares) | 75,826,927 | 75,826,927 |
Common stock, shares issued (in shares) | 51,769,784 | 51,769,784 |
Common stock, shares outstanding (in shares) | 51,769,784 | 51,769,784 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net earnings (loss) | $ (135.6) | $ (60.5) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 337.1 | 398.4 |
Deferred income taxes | 7 | (3.5) |
Amortization of premium on corporate borrowings | 8.1 | (2.1) |
Amortization of deferred charges to interest expense | 11.8 | 11.5 |
Non-cash portion of stock-based compensation | 11.5 | 10.9 |
Gain on dispositions | (16) | (2.9) |
(Gain) loss on disposition | (30) | |
(Gain) Loss on derivative asset and derivative liability | 15.4 | (54.1) |
Loss on repayment of indebtedness | 16.6 | |
Equity in loss from non-consolidated entities, net of distributions | (10.2) | (32.4) |
NCM held-for-sale impairment loss | 16 | |
Landlord contributions | 89 | 100.1 |
Non-cash rent - purchase accounting | 19.5 | |
Deferred rent | (45.3) | (81.3) |
Net periodic benefit cost (credit) | 1.3 | 0.5 |
Change in assets and liabilities, excluding acquisitions: | ||
Receivables | 93.8 | 117.1 |
Other assets | (3.2) | 8.9 |
Accounts payable | (101.2) | (191) |
Accrued expenses and other liabilities | (55.4) | (13.5) |
Other, net | (3.2) | (1.5) |
Net cash provided by operating activities | 210.2 | 298.8 |
Cash flows from investing activities: | ||
Capital expenditures | (348.2) | (374.9) |
Proceeds from sale leaseback transaction | 50.1 | |
Proceeds from disposition | 162.5 | |
Acquisition of theatre assets | (11.8) | |
Proceeds from disposition of long-term assets | 21.4 | 13.9 |
Investments in non-consolidated entities, net | (9.5) | (11) |
Other, net | (0.3) | (0.7) |
Net cash used in investing activities | (348.4) | (114.3) |
Cash flows from financing activities: | ||
Proceeds from issuance of Senior Unsecured Convertible Notes | 600 | |
Call premiums paid for Senior Secured Notes due 2023 and Senior Subordinated Notes due 2022 | (15.9) | |
Principal payments under Term Loan | (16.9) | (10.3) |
Repayments under revolving credit facilies | (1.7) | 6.6 |
Principal payments under capital and financing lease obligations | (8.5) | (53.5) |
Cash used to pay for deferred financing costs | (11.7) | (14.3) |
Cash used to pay dividends | (63.4) | (237.4) |
Taxes paid for restricted unit withholdings | (1.3) | (1.7) |
Retirement of Class B common stock | (422.9) | |
Purchase of treasury stock | (21.8) | |
Net cash provided by (used in) financing activities | (72.9) | (155.3) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (2.3) | (3.2) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (213.4) | 26 |
Cash and cash equivalents, and restricted cash at beginning of period | 324 | 318.3 |
Cash and cash equivalents, and restricted cash at end of period | 110.6 | 344.3 |
Cash paid during the period for: | ||
Interest (including amounts capitalized of $0.6 million and $0.4 million) | 184.1 | 175.1 |
Income taxes paid, net | 0.1 | 9.9 |
Schedule of non-cash activities: | ||
Investment in NCM (See Note 5-Investments) | 1.6 | (6.3) |
Construction payables at period end | 89.1 | 102.3 |
Senior Secured Credit Facility Term-Loan Due 2026 | ||
Cash flows from financing activities: | ||
Proceeds from issuance of Term Loan Due 2026 | 1,990 | |
Senior Secured Credit Facility Term Loans Due 2022 And 2023 | ||
Cash flows from financing activities: | ||
Principal payments under Term Loan | (1,338.5) | |
6.0% Senior Secured Notes due 2023 | ||
Cash flows from financing activities: | ||
Payments of Senior Subordinated Notes | (230) | |
5.875% Senior Subordinated Notes due 2022 | ||
Cash flows from financing activities: | ||
Payments of Senior Subordinated Notes | $ (375) | |
NCM | ||
Cash flows from investing activities: | ||
Proceeds from disposition of long-term assets | 13.9 | |
Screenvision | ||
Cash flows from investing activities: | ||
Proceeds from disposition | $ 45.8 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
Interest, capitalized | $ 0.6 | $ 0.4 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2019 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | NOTE 1—BASIS OF PRESENTATION AMC Entertainment Holdings, Inc. (“Holdings”), through its direct and indirect subsidiaries, including American Multi-Cinema, Inc. and its subsidiaries, (collectively with Holdings, unless the context otherwise requires, the “Company” or “AMC”), is principally involved in the theatrical exhibition business and owns, operates or has interests in theatres located in the United States and Europe. Holdings is an indirect subsidiary of Dalian Wanda Group Co., Ltd. (“Wanda”), a Chinese private conglomerate. As of September 30, 2019, Wanda owned approximately 49.85% of Holdings’ outstanding common stock and 74.89% of the combined voting power of Holdings’ outstanding common stock and has the power to control Holdings’ affairs and policies, including with respect to the election of directors (and, through the election of directors, the appointment of management), entering into mergers, sales of substantially all of the Company’s assets and other extraordinary transactions. Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Principles of Consolidation: The accompanying unaudited condensed consolidated financial statements include the accounts of AMC, as discussed above, and should be read in conjunction with the Company’s Annual Report on Form 10–K for the year ended December 31, 2018. The accompanying condensed consolidated balance sheet as of December 31, 2018, which was derived from audited financial statements, and the unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10–Q. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, these interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the Company’s financial position and results of operations. All significant intercompany balances and transactions have been eliminated in consolidation. There are no Accumulated depreciation and amortization: Accumulated depreciation was Other expense (income): Three Months Ended Nine Months Ended (In thousands) September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 Derivative liability fair value adjustment for embedded conversion feature in the Convertible Notes due 2024 $ 5.7 $ 54.1 $ (14.9) $ 54.1 Derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement (8.5) — (0.5) — Loss on Pound sterling forward contract 0.7 — 1.7 0.4 Foreign currency transactions losses 0.1 — 0.7 1.1 Non-operating components of net periodic benefit cost 0.3 — 0.8 0.1 Loss on repayment of indebtedness — — 16.6 — Fees related to modification of term loans — 0.4 — 0.4 Other 0.4 (0.4) 0.7 1.4 Total other expense (income) $ (1.3) $ 54.1 $ 5.1 $ 57.5 Accounting Pronouncements Recently Adopted Leases. — Accounting Pronouncements Issued Not Yet Adopted Financial Instruments. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which provides new guidance regarding the measurement and recognition of credit impairment for certain financial assets. Such guidance will impact how the Company determines its allowance for estimated uncollectible receivables and evaluates its available-for-sale investments for impairment. ASU 2016-13 is effective for the Company in the first quarter of 2020. The Company is currently evaluating the effect that ASU 2016-13 will have on its consolidated financial statements and related disclosures. Fair Value Measurement. Cloud Computing Arrangement. 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 expects to adopt prospectively and is currently evaluating the effect that ASU 2018-15 will have on its consolidated financial statements and related disclosures. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2019 | |
LEASES | |
LEASES | NOTE 2—LEASES The Company adopted ASC 842 on January 1, 2019 using the modified retrospective transition method; and therefore, the comparative information has not been adjusted for the three months and nine months ended September 30, 2018 or as of December 31, 2018. Upon transition to the new standard, the Company elected the package of practical expedients, which permitted the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company leases theatres and equipment under operating and finance leases. The majority of the Company’s operations are conducted in premises occupied under lease agreements with initial base terms ranging generally from 12 to 15 years, with certain leases containing options to extend the leases for up to an additional 20 years. The Company typically does not believe that exercise of the renewal options is reasonably assured at the inception of the lease agreements and, therefore, considers the initial base term as the lease term. Lease terms vary but generally the leases provide for fixed and escalating rentals, contingent escalating rentals based on the Consumer Price Index and other indexes not to exceed certain specified amounts and variable rentals based on a percentage of revenues. The Company often receives contributions from landlords for renovations at existing locations. The Company records the amounts received from landlords as an adjustment to the right-of-use asset and amortizes the balance as a reduction to rent expense over the base term of the lease agreement. Operating lease right-of-use assets and lease liabilities were recognized at commencement date based on the present value of minimum lease payments over the remaining lease term. The minimum lease payments include base rent and other fixed payments, including fixed maintenance costs. The Company’s leases have remaining lease terms of approximately 1 year to 25 years, which may include the option to extend the lease when it is reasonably certain the Company will exercise that option. The present value of the lease payments is calculated using the incremental borrowing rate for operating leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. Operating lease expense is recognized on a straight-line basis over the lease term. The Company elected the practical expedient to not separate lease and non-lease components and also elected the short-term practical expedient for all leases that qualify. As a result, the Company will not recognize right-of-use assets or liabilities for short-term leases that qualify for the short-term practical expedient, but instead will recognize the lease payments as lease cost on a straight-line basis over the lease term. The Company’s lease agreements do not contain residual value guarantees. Short-term leases and sublease arrangements are immaterial. Equipment leases primarily consist of digital projectors and food and beverage equipment. As a result of adopting ASC 842, the Company’s condensed consolidated balance sheet includes additional operating ROU assets and total operating lease liabilities of $4,794.9 million and $5,425.7 million, respectively, at September 30, 2019. The difference between the ROU assets and total lease liabilities upon initial measurement at January 1, 2019 was primarily due to the reclassification of: (i) deferred rent, landlord allowances, unfavorable lease balances, and theatre closure liabilities previously recorded in other long-term liabilities; (ii) current portions of theatre closure liabilities previously recorded in accrued expenses and other liabilities; (iii) favorable lease balances previously recorded in intangible assets; and, (iv) prepaid rents recorded in other current assets within the condensed consolidated balance sheets as an offset or addition to the opening ROU asset balances, as required by ASC 842. The following table provides the operating and finance ROU assets and lease liabilities: (In millions) Balance Sheet Classification September 30, 2019 Assets Operating lease right-of-use assets (1) Operating lease right-of-use assets $ 4,794.9 Finance lease right-of-use assets (2) Property, net 72.4 Total leased assets $ 4,867.3 Liabilities Current Operating lease liabilities (1) Current maturities of operating lease liabilities $ 568.1 Finance lease liabilities (2) Current maturities of finance lease liabilities 10.0 Noncurrent Operating lease liabilities (1) Operating lease liabilities 4,857.6 Finance lease liabilities (2) Finance lease liabilities 89.5 Total lease liabilities $ 5,525.2 (1) (2) The cumulative effect adjustment to accumulated deficit at January 1, 2019 is as follows: Accumulated (In millions) Deficit Balance as of December 31, 2018 $ (550.9) Derecognition of existing assets for certain sale leaseback transactions previously recorded in property, net (405.9) Derecognition of existing liabilities for certain sale leaseback transactions previously recorded in current maturities of corporate borrowings and capital and financing lease obligations 427.5 Derecognition of deferred gains from the sale leaseback transactions previously recorded in other long-term liabilities 102.4 Difference in fair value compared to the basis of the right-of-use assets for previously impaired asset groups (49.0) Deferred taxes 1.2 Cumulative effect adjustment to accumulated deficit 76.2 Balance as of January 1, 2019 $ (474.7) The following is the impact of the adoption of ASC 842 on the Company’s condensed consolidated statement of operations for the three months ended September 30, 2019: Three Months Ended September 30, 2019 Without Adoption of U.S. Markets International Markets (In millions) ASC 842 Adjustments Adjustments As Reported Operating costs and expenses Rent (1)(2)(4) $ 209.9 $ 17.4 $ 11.4 $ 238.7 Depreciation and amortization (2)(3) 136.1 (13.4) (10.6) 112.1 Operating costs and expenses 1,291.2 4.0 0.8 1,296.0 Operating income 25.6 (4.0) (0.8) 20.8 Other expense (income) Interest expense: Capital and financing lease obligations (1) 8.7 (3.3) (3.6) 1.8 Net loss (56.9) (0.7) 2.8 (54.8) (1) (2) (3) (4) The following is the impact of the adoption of ASC 842 on the Company’s condensed consolidated statement of operations for the nine months ended September 30, 2019: Nine Months Ended September 30, 2019 Without Adoption of U.S. Markets International Markets (In millions) ASC 842 Adjustments Adjustments As Reported Operating costs and expenses Rent (1)(2)(4) $ 639.0 $ 52.1 $ 35.5 $ 726.6 Depreciation and amortization (2)(3) 409.1 (40.2) (31.8) 337.1 Operating costs and expenses 3,915.1 11.9 3.7 3,930.7 Operating income 108.2 (11.9) (3.7) 92.6 Other expense (income) Interest expense: Capital and financing lease obligations (1) 26.7 (9.9) (10.8) 6.0 Net loss (140.7) (2.0) 7.1 (135.6) (1) Cash rent payments for build-to-suit failed sale leasebacks of $33.0 million and $29.7 million for U.S. Markets and International Markets, respectively, are accounted for as operating leases under ASC 842 that were previously accounted for as financing leases under ASC 840. (2) Non-cash amortization expense for favorable lease terms of $13.7 million and $5.8 million, for U.S. Markets and International Markets, respectively, reclassified to rent expense and amortized over the shorter base lease term under ASC 842. (3) Depreciation on build-to-suit failed sale leaseback buildings that are eliminated upon adoption of ASC 842. (4) Amortization of deferred gains on sale leaseback transactions of $5.4 million for U.S. markets is eliminated upon adoption of ASC 842. The following table reflects the lease costs for the three and nine months ended September 30, 2019: Condensed Consolidated Three Months Ended Nine Months Ended (In millions) Statement of Operations September 30, 2019 September 30, 2019 Operating lease cost Theatre properties Rent $ 219.0 $ 658.6 Theatre properties Operating expense 1.6 4.5 Equipment Operating expense 3.5 10.5 Office and other General and administrative: other 1.4 4.1 Finance lease cost Amortization of finance lease assets Depreciation and amortization 2.1 7.3 Interest on lease liabilities Finance lease liabilities 1.8 6.0 Variable lease cost Theatre properties Rent 19.7 68.0 Equipment Operating expense 7.4 37.2 Total lease cost $ 256.5 $ 796.2 As of September 30, 2019 Weighted Average Weighted Average Remaining Discount Lease Term and Discount Rate Lease Term (years) Rate Operating leases 10.2 7.2% Finance leases 12.9 6.5% Nine Months Ended (In millions) September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in finance leases $ (6.0) Operating cash flows used in operating leases (703.5) Financing cash flows used in finance leases (8.5) Landlord contributions: Operating cashflows provided by operating leases 89.0 Supplemental disclosure of noncash leasing activities: Right-of-use assets obtained in exchange for new operating lease liabilities (1) 304.4 (1) Includes lease extensions and an option exercise. Minimum annual payments required under existing operating and finance lease liabilities, (net present value thereof) as of September 30, 2019 are as follows: Operating Lease Financing Lease (In millions) Payments (1)(2) Payments Three months ending December 31, 2019 $ 234.1 $ 4.0 2020 927.3 16.1 2021 872.1 15.1 2022 811.4 14.6 2023 720.8 11.5 2024 644.5 10.3 Thereafter 3,550.8 77.2 Total lease payments 7,761.0 148.8 Less imputed interest (2,335.3) (49.3) Total $ 5,425.7 $ 99.5 (1) (2) Minimum annual payments required under operating lease liabilities and capital and failed sale leaseback, finance lease obligations, (net present value thereof) that have initial or remaining non-cancelable terms in excess of one year as of December 31, 2018 were as follows: Capital and Finance Lease Obligations Minimum Operating Minimum Lease (In millions) Lease Payments Payments Less Interest Principal 2019 $ 810.2 $ 100.7 $ 33.7 $ 67.0 2020 801.9 96.6 29.4 67.2 2021 748.9 87.8 25.2 62.6 2022 687.5 82.7 21.1 61.6 2023 597.1 70.4 17.3 53.1 Thereafter 3,367.6 331.5 82.7 248.8 Total minimum payments required $ 7,013.2 $ 769.7 $ 209.4 $ 560.3 During the nine months ended September 30, 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 $0 and $35.0 million during the three and nine months ended September 30, 2018. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2019 | |
REVENUE RECOGNITION | |
REVENUE RECOGNITION | NOTE 3—REVENUE RECOGNITION Disaggregation of Revenue : Three Months Ended Three Months Ended (In millions) September 30, 2019 September 30, 2018 Major revenue types Admissions $ 797.3 $ 751.4 Food and beverage 420.0 384.8 Other theatre: Advertising 32.1 31.2 Other theatre 67.4 54.0 Other theatre 99.5 85.2 Total revenues $ 1,316.8 $ 1,221.4 Three Months Ended Three Months Ended (In millions) September 30, 2019 September 30, 2018 Timing of revenue recognition Products and services transferred at a point in time $ 1,215.2 $ 1,162.4 Products and services transferred over time (1) 101.6 59.0 Total revenues $ 1,316.8 $ 1,221.4 (1) Nine Months Ended Nine Months Ended (In millions) September 30, 2019 September 30, 2018 Major revenue types Admissions $ 2,424.3 $ 2,522.7 Food and beverage 1,281.3 1,236.4 Other theatre: Advertising 102.3 102.5 Other theatre 215.4 185.9 Other theatre 317.7 288.4 Total revenues $ 4,023.3 $ 4,047.5 Nine Months Ended Nine Months Ended (In millions) September 30, 2019 September 30, 2018 Timing of revenue recognition Products and services transferred at a point in time $ 3,735.4 $ 3,891.8 Products and services transferred over time (1) 287.9 155.7 Total revenues $ 4,023.3 $ 4,047.5 (1) Amounts primarily include subscription and advertising revenues. The following tables provide the balances of receivables and deferred revenue income: (In millions) September 30, 2019 December 31, 2018 Current assets: Receivables related to contracts with customers $ 62.1 $ 183.2 Miscellaneous receivables 95.8 76.3 Receivables, net $ 157.9 $ 259.5 (In millions) September 30, 2019 December 31, 2018 Current liabilities: Deferred revenue related to contracts with customers $ 345.7 $ 412.8 Miscellaneous deferred income 1.8 2.0 Deferred revenue and income $ 347.5 $ 414.8 The significant changes in contract liabilities with customers included in deferred revenues and income are as follows: Deferred Revenues Related to Contracts (In millions) with Customers Balance as of December 31, 2018 $ 412.8 Cash received in advance (1) 253.6 Customer loyalty rewards accumulated, net of expirations: Admission revenues (2) 22.7 Food and beverage (2) 49.5 Other theatre (2) 2.1 Reclassification to revenue as the result of performance obligations satisfied: Admission revenues (3) (250.5) Food and beverage (3) (73.0) Other theatre (4) (68.0) Disposition of Austria theatres (1.5) Foreign currency translation adjustment (2.0) Balance as of September 30, 2019 $ 345.7 (1) ® (2) ® (3) ® (4) ® The significant changes to contract liabilities included in the exhibitor services agreement, classified as long-term liabilities in the condensed consolidated balance sheets, are as follows: Exhibitor Services (In millions) Agreement Balance as of December 31, 2018 $ 564.0 Common Unit Adjustment–additions of common units (1) 1.4 Reclassification of the beginning balance to other theatre revenue, as the result of performance obligations satisfied (11.6) Balance as of September 30, 2019 $ 553.8 (1) Transaction Price Allocated to the Remaining Performance Obligations: (In millions) Exhibitor services agreement Three Months ending December 31, 2019 $ 4.1 Year Ended 2020 16.9 Year Ended 2021 18.1 Year Ended 2022 19.5 Year Ended 2023 20.9 Year Ended 2024 22.5 Years Ended 2025 through February 2037 451.8 Total $ 553.8 The total amount of non-redeemed gifts cards and exchange tickets included in deferred revenues and income as of September 30, 2019 was $257.8 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 September 30, 2019, the amount of deferred revenue allocated to the AMC Stubs ® The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less. |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 30, 2019 | |
GOODWILL | |
GOODWILL | NOTE 4—GOODWILL (In millions) Domestic Theatres International Theatres Total Balance as of December 31, 2018 $ 3,072.6 $ 1,716.1 $ 4,788.7 Currency translation adjustment — (94.9) (94.9) Balance as of September 30, 2019 $ 3,072.6 $ 1,621.2 $ 4,693.8 A decline in the common stock price and the resulting impact on market capitalization is one of several factors considered when making this evaluation. Based on recent sustained declines in the trading price of the Company’s Class A common stock, the Company performed a Step 1 quantitative goodwill impairment test of the Domestic and International reporting units as of September 30, 2019. enterprise value approach to measure fair value of the reporting units, as compared to an equity value approach used previously. This change in estimate is preferable due to the impact of the change in the capital structure of the Domestic Theatres reporting unit late in the third quarter of 2018 as a result of the issuance of $600 million of the Company’s Senior Unsecured Notes due 2024, the negative equity value carrying amount for the Domestic Theatres reporting unit, and the decline in the market capitalization since May 2019, which has increased the Company’s leverage ratio. See additional discussion in Note 6 — |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2019 | |
INVESTMENTS | |
INVESTMENTS | NOTE 5—INVESTMENTS Investments in non-consolidated affiliates and certain other investments accounted for under the equity method generally include all entities in which the Company or its subsidiaries have significant influence, but not more than 50% voting control, and are recorded in the condensed consolidated balance sheets in other long-term assets. Investments in non-consolidated affiliates as of September 30, 2019 include interests in Digital Cinema Implementation Partners, LLC (“DCIP”) of 29.0%, Digital Cinema Distribution Coalition, LLC (“DCDC”) of 14.6%, AC JV, LLC (“AC JV”) owner of Fathom Events, of 32.0%, SV Holdco LLC, owner of Screenvision, 18.2%, Digital Cinema Media Ltd. (“DCM”) of 50.0%, and Saudi Cinema Company LLC (“SCC”) of 10.0%. The Company also has partnership interests in four U.S. motion picture theatres (“Theatre Partnerships”) and approximately 50.0% interest in 58 theatres in Europe (“Nordic theatre JVs”) acquired in the Odeon and UCI Cinemas Holdings Limited (“Odeon”) and Nordic Cinema Group Holding AB (“Nordic”) acquisitions. Indebtedness held by equity method investees is non-recourse to the Company. NCM Transaction. In March 2019, the NCM CUA resulted in a positive adjustment of 197,118 common units for the Company. The Company received the units and recorded the common units as an addition to deferred revenues for the ESA at fair value of $1.3 million, based upon a price per share of National CineMedia, Inc. (“NCM, Inc.”) of $7.24 Equity in Earnings of Non-Consolidated Entities Aggregated condensed financial information of the Company’s significant non-consolidated equity method investment (DCIP) is shown below: Three Months Ended Nine Months Ended (In millions) September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 Revenues $ 40.1 $ 43.4 $ 125.8 $ 127.0 Operating costs and expenses 17.8 19.1 56.5 59.0 Net earnings $ 22.3 $ 24.3 $ 69.3 $ 68.0 The components of the Company’s recorded equity in earnings of non-consolidated entities are as follows: Three Months Ended Nine Months Ended (In millions) September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 NCM and NCM, Inc. $ — $ 28.9 $ — $ 17.3 DCIP 6.5 7.4 21.1 20.9 Screenvision — 30.1 — 30.5 Other 1.0 3.6 3.1 5.3 The Company’s recorded equity in earnings $ 7.5 $ 70.0 $ 24.2 $ 74.0 Related Party Transactions The Company recorded the following related party transactions with equity method investees: As of As of (In millions) September 30, 2019 December 31, 2018 Due from DCM for on-screen advertising revenue $ 2.0 $ 2.8 Loan receivable from DCM 0.7 0.6 Due from DCIP for warranty expenditures 3.5 3.4 Deferred rent liability for digital projectors related to DCIP — (7.8) Due to AC JV for Fathom Events programming (1.6) (2.5) Due from Screenvision for on-screen advertising revenue 1.9 2.7 Due from Nordic JVs 1.6 2.6 Due to Nordic JVs for management services (1.6) (1.7) Due from SCC related to the joint venture 6.3 — Three Months Ended Nine Months Ended (In millions) Condensed Consolidated Statement of Operations September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 DCM screen advertising revenues Other revenues $ 5.5 $ 4.2 $ 14.7 $ 13.4 DCIP equipment rental expense (1) Operating expense 0.8 1.4 2.7 4.4 Gross exhibition cost on AC JV Fathom Events programming Film exhibition costs 2.9 3.5 13.0 8.5 Screenvision screen advertising revenues Other revenues 3.8 3.8 11.5 11.3 (1) The Company pays equipment rent monthly and records the equipment rental expense on a straight-line basis over 12 years . |
CORPORATE BORROWINGS
CORPORATE BORROWINGS | 9 Months Ended |
Sep. 30, 2019 | |
CORPORATE BORROWINGS | |
CORPORATE BORROWINGS | NOTE 6—CORPORATE BORROWINGS (In millions) September 30, 2019 December 31, 2018 Odeon Revolving Credit Facility Due 2022 (2.5% + Base Rate of 0.75% as of September 30, 2019) $ 10.0 $ 11.9 Senior Secured Credit Facility-Term Loan due 2026 (5.23% as of September 30, 2019) 1,990.0 — Senior Secured Credit Facility-Term Loan due 2022 — 854.2 Senior Secured Credit Facility-Term Loan due 2023 — 491.2 6.0% Senior Secured Notes due 2023 — 230.0 2.95% Senior Unsecured Convertible Notes due 2024 600.0 600.0 5.0% Promissory Note payable to NCM due 2019 1.3 1.3 5.875% Senior Subordinated Notes due 2022 — 375.0 6.375% Senior Subordinated Notes due 2024 (£500 million par value) 614.9 634.1 5.75% Senior Subordinated Notes due 2025 600.0 600.0 5.875% Senior Subordinated Notes due 2026 595.0 595.0 6.125% Senior Subordinated Notes due 2027 475.0 475.0 Finance lease obligations 99.5 560.3 Debt issuance costs (90.7) (104.4) Net discounts (73.1) (64.4) Derivative liability 9.1 24.0 4,831.0 5,283.2 Less: Current maturities corporate borrowings (21.4) (15.2) Current maturities finance lease obligations (10.0) — Current maturities capital and financing lease obligations — (67.0) $ 4,799.6 $ 5,201.0 Senior Secured Credit Facility – Term Loan due 2026 All obligations under the Credit Agreement are guaranteed by, subject to certain exceptions, each of the Company’s current and future wholly-owned material domestic restricted subsidiaries. All obligations under the Credit Agreement, and the guarantees of those obligations, are secured by substantially all of the assets of the Company and each guarantor, subject to customary exceptions, including: ● a pledge of 100% of the equity interests directly held by the Company and each guarantor in any wholly-owned material subsidiary of the Company or any guarantor (which pledge, in the case of any non-U.S. subsidiary of a U.S. subsidiary, will not include more than 65% of the voting stock of such non-U.S. subsidiary), subject to certain exceptions; and ● a security interest in substantially all other tangible and intangible assets of the Company and each guarantor, subject to certain exceptions. ● 50% (which percentage will be reduced to 0% if the Company attains a certain secured net leverage ratio) of the Company’s annual excess cash flow; ● 100% of the net cash proceeds of certain non-ordinary course asset sales by the Company and its restricted subsidiaries (including casualty and condemnation events, subject to de minimis thresholds), and subject to the right to reinvest 100% of such proceeds, subject to certain qualifications; and ● 100% of the net proceeds of any issuance or incurrence of debt by the Company or any of its restricted subsidiaries, other than certain debt permitted under the Credit Agreement. The foregoing mandatory prepayments will be used to reduce the installments of principal on the Term Loan Facility. The Company may voluntarily repay outstanding loans under the Credit Facilities at any time without premium or penalty, except (1) for customary “breakage” costs with respect to LIBOR loans under the Credit Facilities and (2) during the six months following the Amendment Closing Date, with respect to certain voluntary prepayments or refinancings of the Term Loan Facility that reduce the effective yield of the Term Loan Facility, which will be subject to a 1.00% prepayment premium. Borrowings under the Term Loan Facility will bear interest at a rate per annum equal to, at the Company’s option, either (1) an applicable margin plus a base rate determined by reference to the highest of (a) 0.50% per annum plus the Federal Funds Effective Rate, (b) the prime rate of Citi and (c) LIBOR determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00% or (2) an applicable margin plus LIBOR determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs. Borrowings under the Revolving Credit Facility will bear interest at a rate per annum equal to an applicable margin based upon a leverage-based pricing grid, plus, at the Company’s option, either (1) a base rate determined by reference to the highest of (a) 0.50% per annum plus the Federal Funds Effective Rate, (b) the prime rate of Citi and (c) LIBOR determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00% or (2) LIBOR determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs. As of the date hereof, the applicable margins for LIBOR borrowings under the Term Loan Facility and the Revolving Credit Facility are 3.00% and 2.25% , respectively. The Credit Agreement contains other customary terms, including (1) representations, warranties and affirmative covenants, (2) negative covenants, including limitations on indebtedness, liens, mergers and acquisitions, asset sales, investments, distributions, prepayments of subordinated debt and transactions with affiliates, in each case subject to baskets, thresholds and other exceptions, and (3) customary events of default. The availability of certain baskets and the ability to enter into certain transactions will also be subject to compliance with certain financial ratios. In addition, the Revolving Credit Facility includes a maintenance covenant that requires, in certain circumstances, compliance with a certain secured leverage ratio. Senior Unsecured Convertible Notes due 2024 Carrying value (in millions) as of September 30, 2019: Carrying Value Carrying Value as of Increase to as of December 31, 2018 Expense (Income) September 30, 2019 Principal balance $ 600.0 $ — $ 600.0 Discount (86.7) 9.6 (77.1) Debt issuance costs (13.0) 1.4 (11.6) Derivative liability 24.0 (14.9) 9.1 Carrying Value $ 524.3 $ (3.9) $ 520.4 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 condensed 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 three and nine months ended September 30, 2019 of $8.2 million and $24.2 million, respectively. The derivative liability is remeasured at fair value each reporting period with changes in fair value recorded in the condensed consolidated statement of operations as other expense or income. See Note 9 — Upon conversion by a holder of the Convertible Notes due 2024, 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 September 30, 2019, the $600.0 million principal balance of the Convertible Notes due 2024 would be convertible into 31,662,269 shares of Class A common stock. In addition to typical anti-dilution adjustments, in the event that the then-applicable conversion price is greater than 120% of the average of the volume-weighted average price of the Company’s Class A common stock for the ten days prior to the second anniversary of issuance (the “Reset Conversion Price”), the conversion price for the Convertible Notes due 2024 is subject to a reset provision that would adjust the conversion price downward to such Reset Conversion Price. However, this conversion price reset provision is subject to a conversion price floor such that the shares of the Company’s Class A common stock issuable upon conversion would not exceed 30% of the Company’s then outstanding fully-diluted share capital after giving effect to the conversion. In addition, a trigger of the reset provision would result in up to 5,666,000 shares of the Company’s Class B common stock held by Wanda becoming subject to forfeiture and retirement by the Company at no additional cost pursuant to the stock repurchase agreement between the Company and Wanda discussed in Note 7 — — 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% internal rate of return 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. For the three and nine months ended September 30, 2019, the Company recorded other expense (income) of $5.7 million and $(14.9) million, respectively, related to the decrease in fair value of its derivative liability for the Convertible Notes due 2024. With certain exceptions, upon a change of control of the Company or if the Company’s Class A common stock is not listed for trading on The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market, the holders of the Convertible Notes due 2024 may require that the Company repurchase in cash all or part of the principal amount of the Convertible Notes due 2024 at a purchase price equal to the principal amount plus accrued and unpaid interest up to, but excluding, the date of repurchase. The Indenture includes restrictive covenants that, subject to specified exceptions and parameters, limit the ability of the Company to incur additional debt and limit the ability of the Company to incur liens with respect to the Company’s senior subordinated notes or any debt incurred to refinance the Company’s senior subordinated notes. The Indenture also includes customary events of default, which may result in the acceleration of the maturity of the Convertible Notes due 2024 under the Indenture. The Convertible Notes due 2024 are general unsecured senior obligations of the Company and are fully and unconditionally guaranteed on a joint and several senior unsecured basis by all the Company’s existing and future domestic restricted subsidiaries that guarantee its other indebtedness. On September 14, 2018, in connection with the issuance of the Convertible Notes due 2024, the Company entered into an investment agreement (the “Investment Agreement”) providing for, among other things, registration rights with respect to the Convertible Notes due 2024 and the shares of Class A common stock underlying the Convertible Notes due 2024. Subject to the terms of the Investment Agreement, the Company was required to file a registration statement with the SEC not later than three months from the issuance date of the Convertible Notes in order to provide for resales of the Convertible Notes due 2024 and the shares of Class A common stock underlying the Convertible Notes to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The Company filed a registration statement with the SEC on December 14, 2018 to fulfill this requirement. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2019 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 7—STOCKHOLDERS’ EQUITY Dividends The following is a summary of dividends and dividend equivalents paid to stockholders during the three and nine months ended September 30, 2019: Amount per Total Amount Share of Declared Declaration Date Record Date Date Paid Common Stock (In millions) February 15, 2019 March 11, 2019 March 25, 2019 $ 0.20 $ 21.3 May 3, 2019 June 10, 2019 June 24, 2019 0.20 21.3 August 2, 2019 September 9, 2019 September 23, 2019 0.20 21.3 On October 24, 2019, the Holdings’ Board of Directors declared a cash dividend in the amount of $0.20 per share on its Class A and Class B common stock, payable on December 16, 2019 to stockholders of record on December 2, 2019. Related Party Transactions As of September 30, 2019 and December 31, 2018, the Company recorded a receivable due from Wanda of $0.6 million and $0.9 million, respectively, for reimbursement of general administrative and other expense incurred on behalf of Wanda. For the three and nine months ended September 30, 2019, the Company recorded less than $0.1 million and $0.2 million, respectively, of cost reductions for general and administrative services provided on behalf of Wanda. Wanda owns Legendary Entertainment, a motion picture production company. The Company will occasionally play Legendary’s films in its theatres as a result of transactions with independent film distributors. On September 14, 2018, the Company entered into the Investment Agreement with Silver Lake Alpine, L.P., an affiliate of Silver Lake Group, L.L.C. (“Silver Lake”), relating to the issuance to Silver Lake (or its designated affiliates) of $600.0 million principal amount of the Convertible Notes due 2024. See Note 6 — On September 14, 2018, the Company, Silver Lake and Wanda entered into a Right of First Refusal Agreement (the “ ROFR Agreement — Temporary Equity Certain members of management had the right to require Holdings to repurchase the Class A common stock held by them under certain limited circumstances pursuant to the terms of a stockholders’ agreement. Beginning on January 1, 2016 (or upon the termination of a management stockholder’s employment by the Company without cause, by the management stockholder for good reason, or due to the management stockholder’s death or disability) management stockholders had the right, in limited circumstances, to require Holdings to purchase shares that were 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, were classified as temporary equity, apart from permanent equity, as a result of the contingent redemption feature contained in the stockholder agreement. The Company determined the amount reflected in temporary equity for the Class A common stock based on the price paid per share by the management stockholders and Wanda on August 30, 2012, the date Wanda acquired Holdings. As of January 1, 2019, the temporary equity program expired and management employees who held 75,712 shares relinquished their put rights, therefore the related share amount of $0.4 million was reclassified to additional paid in capital, a component of stockholders’ equity. Stock-Based Compensation Holdings adopted a stock-based compensation plan in December of 2013. For the three and nine months ended September 30, 2019, the Company recognized stock-based compensation expense of $2.1 million and $11.5 million, respectively, within general and administrative: other. For the three and nine months ended September 30, 2018, the Company recognized stock-based compensation expense of $4.2 million and $10.9 million, respectively, within general and administrative: other. The components of the Company’s recorded and unrecognized stock-based compensation expense are as follows: Additional Amount Recognized Amount Recognized Amount Expected to Expected to Expected to Three Months Ended Nine Months Ended Unrecognized Recognize Recognize Recognize Grant Tranche September 30, 2019 September 30, 2019 September 30, 2019 2019 2020 2021 2019 Board of Directors $ — $ 0.5 $ — $ — $ — $ — 2019 RSU awards 1.0 2.5 8.2 1.1 3.6 3.5 2019 PSU awards (0.1) 2.5 — — — — 2018 RSU awards 0.7 2.4 3.9 0.8 3.1 — 2018 PSU awards (0.2) 1.3 — — — — 2017 RSU awards 0.4 1.3 0.4 0.4 — — 2017 RSU NEO awards 0.3 1.0 0.3 0.3 — — 2017 PSU awards — — — — — — $ 2.1 $ 11.5 $ 12.8 $ 2.6 $ 6.7 $ 3.5 (1) During the three months ended September 30, 2019, the Company determined that achieving the three-year net profit performance thresholds of the 2018 and 2019 Performance Stock Units was no longer probable and ceased accruing any additional expense on these units. If the Company later determines that achieving the performance thresholds is improbable, the Company would reverse all previously recorded expense. If the Company later determines that the performance thresholds are probable, then historical expense would be reinstated, and the Company would resume recognizing expense. (2) During the year ended December 31, 2017, the Company determined that achieving the three-year performance thresholds of the 2017 Performance Stock Units was improbable and reversed all previously recorded expense and ceased accruing any additional expense on these units. If the Company later determines that the performance thresholds are probable, then historical expense would be reinstated, and the Company would resume recognizing expense. Awards Granted in 2019 The Company’s Board of Directors approved awards of stock, restricted stock units (“RSUs”), and performance stock units (“PSUs”) to certain of the Company’s employees and directors under the Plan. The fair value of the stock at the grant date of March 6, 2019 was $15.13 per share and was based on the closing price of Holdings’ stock. The award agreements generally had the following features: ● Stock Award: On March 6, 2019, five members of Holdings’ Board of Directors were granted awards of 25,703 fully vested shares of Class A common stock in the aggregate. On May 7, 2019 one member of Holdings’ Board of Directors was granted an award of 3,096 vested shares of Class A common stock and on July 8, 2019 one member of Holdings’ Board of Directors was granted an award of 3,665 restricted shares of Class A common stock. The Company recognized approximately $0.5 million of expense in general and administrative: other expense during the nine months ended September 30, 2019, in connection with these share grants. ● Restricted Stock Unit Awards: On March 6, 2019, RSU awards of 730,167 units were granted to certain members of management and executive officers. The grant date fair value was approximately $11.0 million based on a stock price of $15.13 on March 6, 2019. Each RSU represents the right to receive one share of Class A common stock at a future date. The RSUs vest over 3 years with 1/3 vesting on each of January 2, 2020, 2021, and 2022. The RSUs will be settled within 30 days of vesting. A dividend equivalent equal to the amount paid in respect of one share of Class A common stock underlying the RSUs began to accrue with respect to the RSUs on the date of grant. Such accrued dividend equivalents are paid to the holder upon vesting of the RSUs. ● Performance Stock Unit Award: On March 6, 2019, PSU awards of 730,167 were granted to certain members of management and executive officers, with three -year cumulative adjusted EBITDA, diluted earnings per share, and net profit performance target conditions and service conditions, covering a performance period beginning January 1, 2019 and ending on December 31, 2021. The PSUs will vest based on achieving 80% to 120% of the performance targets with the corresponding vested unit amount ranging from 30% to 200% . If the performance target is met at 100%, the PSU awards granted on March 6, 2019, will vest at 730,167 units in the aggregate. No PSUs will vest if Holdings does not achieve 80% of the three-year cumulative adjusted EBITDA, diluted earnings per share, and net profit performance target. Additionally, unvested PSU’s shall be ratably forfeited upon termination of service prior to December 31, 2021. If service terminates prior to January 2, 2020, all unvested PSU’s shall be forfeited, if service terminates prior to January 2, 2021, 2/3 of unvested PSU’s shall be forfeited and if service terminates prior to January 4, 2022, 1/3 of unvested PSU’s shall be forfeited. The vested PSUs will be settled within 30 days of vesting which will occur upon certification of performance results by the Compensation Committee of the Board of Directors. A dividend equivalent equal to the amount paid in respect of one share of Class A common stock underlying the PSUs began to accrue with respect to the PSUs on the date of grant. Such accrued dividend equivalents are paid to the holder upon vesting of the PSUs. The following table represents the nonvested RSU and PSU activity for the nine months ended September 30, 2019: Weighted Average Shares of RSU Grant Date and PSU Fair Value Beginning balance at January 1, 2019 1,934,447 $ 21.50 Granted 1,460,334 15.13 Vested (303,201) 21.76 Forfeited (153,871) 16.94 Cancelled (1) (100,840) 21.46 Nonvested at September 30, 2019 2,836,869 $ 17.62 (1) Represents vested RSUs surrendered in lieu of taxes and returned to the 2013 Equity Incentive Plan. Condensed Consolidated Statements of Stockholders’ Equity For the Nine Months Ended September 30, 2019 Accumulated Class A Voting Class B Voting Additional Other Accumulated Total Common Stock Common Stock Paid-in Treasury Stock Comprehensive Earnings Stockholders’ (In millions, except share and per share data) Shares Amount Shares Amount Capital Shares Amount Income (Loss) (Deficit) Equity Balances December 31, 2018 55,401,325 $ 0.5 51,769,784 $ 0.5 $ 1,998.4 3,732,625 $ (56.4) $ 5.5 $ (550.9) $ 1,397.6 Cumulative effect adjustments for the adoption of new accounting principles (ASU 842) — — — — — — — — 78.8 78.8 Net loss — — — — — — — — (130.2) (130.2) Other comprehensive loss — — — — — — — (24.9) — (24.9) Dividends declared: Class A common stock, $0.20/share, net of forfeitures — — — — — — — — (10.7) (10.7) Class B common stock, $0.20/share — — — — — — — — (10.4) (10.4) Taxes paid for restricted unit withholdings — — — — (1.1) — — — — (1.1) Reclassification from temporary equity 75,712 — — — 0.4 — — — — 0.4 Stock-based compensation 328,904 — — — 4.0 — — — — 4.0 Balances March 31, 2019 55,805,941 $ 0.5 51,769,784 $ 0.5 $ 2,001.7 3,732,625 $ (56.4) $ (19.4) $ (623.4) $ 1,303.5 Cumulative effect adjustments for the adoption of new accounting principles (ASU 842) — — — — — — — — (2.6) (2.6) Net earnings — — — — — — — — 49.4 49.4 Other comprehensive loss — — — — — — — (9.2) — (9.2) Dividends declared: Class A common stock, $0.20/share, net of forfeitures — — — — — — — — (10.7) (10.7) Class B common stock, $0.20/share — — — — — — — — (10.4) (10.4) Taxes paid for restricted unit withholdings — — — — (0.3) — — — — (0.3) Stock-based compensation 3,096 — — — 5.4 — — — — 5.4 Balances June 30, 2019 55,809,037 $ 0.5 51,769,784 $ 0.5 $ 2,006.8 3,732,625 $ (56.4) $ (28.6) $ (597.7) $ 1,325.1 Net loss — — — — — — — — (54.8) (54.8) Other comprehensive loss — — — — — — — (68.1) — (68.1) Dividends declared: Class A common stock, $0.20/share, net of forfeitures — — — — — — — — (10.6) (10.6) Class B common stock, $0.20/share — — — — — — — — (10.4) (10.4) Stock-based compensation 3,665 — — — 2.1 — — — — 2.1 Balances September 30, 2019 55,812,702 $ 0.5 51,769,784 $ 0.5 $ 2,008.9 3,732,625 $ (56.4) $ (96.7) $ (673.5) $ 1,183.3 Condensed Consolidated Statements of Stockholders’ Equity For the Nine Months Ended September 30, 2018 Accumulated Class A Voting Class B Voting Additional Other Accumulated Total Common Stock Common Stock Paid-in Treasury Stock Comprehensive Earnings Stockholders’ (In millions, except share and per share data) Shares Amount Shares Amount Capital Shares Amount Income (Loss) (Deficit) Equity Balances December 31, 2017 55,010,160 $ 0.5 75,826,927 $ 0.8 $ 2,241.6 3,232,625 $ (48.2) $ 125.6 $ (207.9) $ 2,112.4 Cumulative effect adjustments for the adoption of new accounting principles (ASU 606, ASU 2016-01 and ASU 2018-02) — — — — — — — 4.4 (36.2) (31.8) Net earnings — — — — — — — — 17.7 17.7 Other comprehensive income — — — — — — — 10.7 — 10.7 Dividends declared: Class A common stock, $0.20/share — — — — — — — — (10.8) (10.8) Class B common stock, $0.20/share — — — — — — — — (15.2) (15.2) Reversed dividend accrual for nonvested PSU's — — — — — — — — 0.7 0.7 RSUs surrendered to pay for payroll taxes — — — — (1.8) — — — — (1.8) Reclassification from temporary equity 27,195 — — — 0.3 — — — — 0.3 Stock-based compensation 354,060 — — — 2.8 — — — — 2.8 Balances March 31, 2018 55,391,415 $ 0.5 75,826,927 $ 0.8 $ 2,242.9 3,232,625 $ (48.2) $ 140.7 $ (251.7) $ 2,085.0 Net earnings — — — — — — — — 22.2 22.2 Other comprehensive loss — — — — — — — (107.2) — (107.2) Dividends declared: Class A common stock, $0.20/share — — — — — — — — (10.8) (10.8) Class B common stock, $0.20/share — — — — — — — — (15.2) (15.2) Reclassification from temporary equity 9,910 — — — 0.1 — — — — 0.1 Stock-based compensation — — — — 4.0 — — — — 4.0 Class A common stock repurchases — — — — — 500,000 (8.2) — — (8.2) Balances June 30, 2018 55,401,325 $ 0.5 75,826,927 $ 0.8 $ 2,247.0 3,732,625 $ (56.4) $ 33.5 $ (255.5) $ 1,969.9 Net loss — — — — — — — — (100.4) (100.4) Other comprehensive loss — — — — — — — (7.5) — (7.5) Dividends declared: Class A common stock, $0.20/share — — — — — — — — (10.6) (10.6) Class B common stock, $0.20/share — — — — — — — — (15.3) (15.3) Special dividend declared: Class A common stock, $1.55/share — — — — — — — — (82.7) (82.7) Class B common stock, $1.55/share — — — — — — — — (80.2) (80.2) Stock-based compensation — — — — 4.2 — — — — 4.2 Class B common stock repurchase and cancellation — — (24,057,143) (0.3) (256.7) — — — (165.9) (422.9) Balances September 30, 2018 55,401,325 $ 0.5 51,769,784 $ 0.5 $ 1,994.5 3,732,625 $ (56.4) $ 26.0 $ (710.6) $ 1,254.5 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2019 | |
INCOME TAXES | |
INCOME TAXES | NOTE 8—INCOME TAXES The Company’s worldwide effective income tax rate is based on expected income, statutory rates, valuation allowances against deferred tax assets and tax planning opportunities available in the various jurisdictions in which it operates. For interim financial reporting, the Company estimates the worldwide annual income tax rate based on projected taxable income (loss) for the full year and records a quarterly income tax provision or benefit in accordance with the anticipated annual rate, adjusted for discrete items, if any. The Company refines the estimates of the year’s taxable income (loss) as new information becomes available, including actual year-to-date financial results. This continual estimation process often results in a change to the expected worldwide effective income tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected income tax rate. Significant judgment is required in determining the effective tax rate. The Company recognizes income tax-related interest expense and penalties as income tax expense and general and administrative expense, respectively. At September 30, 2019 and December 31, 2018, the Company has net deferred tax liabilities of $19.1 million and $13.0 million, respectively. During the fourth quarter of 2017, the Company determined that it was appropriate to record a valuation allowance against U.S. deferred tax assets. In addition, several international jurisdictions carry valuation allowances against their deferred tax assets. As a result, the effective tax rate for the nine months ended September 30, 2019 reflects the impact of these valuation allowances against U.S. and international deferred tax assets generated during the nine month period. For the remainder of 2019, the Company anticipates income tax expense will relate to domestic state tax expense, changes in domestic indefinite-lived liabilities, and international tax expense incurred in certain profitable jurisdictions. The Company evaluates its deferred tax assets each period to determine if a valuation allowance is required based on whether it is “more likely than not” that some portion of the deferred tax assets would not be realized. The ultimate realization of these deferred tax assets is dependent upon the generation of sufficient taxable income during future periods on a federal, state and foreign jurisdiction basis. The Company conducts its evaluation by considering all available positive and negative evidence, including historical operating results, forecasts of future profitability, the duration of statutory carryforward periods, and the outlooks for the U.S. motion picture and broader economy, among others. The projected worldwide effective tax rate based on annual projected earnings for the year ending December 31, 2019 is (8.0)%. The actual effective rate for the nine months ended September 30, 2019 was (8.7)%. The Company’s consolidated tax rate for the nine months ended September 30, 2019 differs from the U.S. statutory tax rate primarily due to the valuation allowances in U.S. and foreign jurisdictions, foreign tax rate differences, federal and state tax credits, partially offset by state income taxes, permanent differences related to interest, compensation, and other discrete items. Tax contingencies and other income tax liabilities were $25.8 million and $22.0 million as of September 30, 2019 and December 31, 2018, respectively, and are included in other long-term liabilities. The increase relates primarily to state income taxes and state income tax credits. The Company also continues to be subject to examination by the IRS and the fiscal year ended March 29, 2012 (tax year 2011) is currently under extended statute. The Company’s operations in certain jurisdictions outside of the U.S. remain subject to examination for tax years 2012 to 2018, some of which are currently under audit by local tax authorities. The resolutions of these audits are not expected to be material to the Company’s condensed consolidated financial statements. The Company believes its allowances for income tax contingencies are adequate. Based on the information currently available, the Company does not anticipate a material (or significant) increase or decrease to its tax contingencies within the next 12 months. While the Tax Reform Act provides for a territorial tax system, beginning in 2018, it includes the global intangible low-taxed income (“GILTI”) provisions. The GILTI provisions require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. For 2019, the Company does not anticipate a GILTI inclusion. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2019 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9—FAIR VALUE MEASUREMENTS Fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the entity transacts business. The inputs used to develop these fair value measurements are established in a hierarchy, which ranks the quality and reliability of the information used to determine the fair values. The fair value classification is based on levels of inputs. Assets and liabilities that are carried at fair value are classified and disclosed in one of the following categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. Recurring Fair Value Measurements. The following table summarizes the fair value hierarchy of the Company’s financial assets and liabilities carried at fair value on a recurring basis as of September 30, 2019: Fair Value Measurements at September 30, 2019 Using Significant Total Carrying Quoted prices in Significant other unobservable Value at active market observable inputs inputs (In millions) September 30, 2019 (Level 1) (Level 2) (Level 3) Other long-term assets: Money market mutual funds $ 0.6 $ 0.6 $ — $ — Derivative asset 56.2 — — 56.2 Investments measured at net asset value (1) 11.1 — — — Equity securities, available-for-sale: Investment in NCM 1.6 1.6 — — Total assets at fair value $ 69.5 $ 2.2 $ — $ 56.2 Corporate Borrowings: Derivative liability $ 9.1 $ — $ — $ 9.1 Total liabilities at fair value $ 9.1 $ — $ — $ 9.1 (1) The investments relate to non-qualified deferred compensation arrangements on behalf of certain members of management. The Company has an equivalent liability for this related-party transaction recorded in other long-term liabilities for the deferred compensation obligation. Valuation Techniques. The Company’s money market mutual funds are invested in funds that seek to preserve principal, are highly liquid, and therefore are recorded on the balance sheet at the principal amounts deposited, which equals fair value. See Note 10 — On September 14, 2018, the Company issued Convertible Notes due 2024 with a conversion feature that gave rise to an embedded derivative instrument and a stock purchase and cancellation agreement that gave rise to a derivative asset (See Note 6 — Other Fair Value Measurement Disclosures. The Company is required to disclose the fair value of financial instruments that are not recognized at fair value in the statement of financial position for which it is practicable to estimate that value: Fair Value Measurements at September 30, 2019 Using Significant other Significant Total Carrying Quoted prices in observable unobservable Value at active market inputs inputs (In millions) September 30, 2019 (Level 1) (Level 2) (Level 3) Current maturities of corporate borrowings $ 21.4 $ — $ 20.3 $ 1.4 Corporate borrowings 4,710.1 — 4,126.7 521.9 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 — The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 9 Months Ended |
Sep. 30, 2019 | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | NOTE 10—ACCUMULATED OTHER COMPREHENSIVE LOSS The following table presents the change in accumulated other comprehensive income (loss) by component: Unrealized Net Gain (Loss) Pension and from Equity Foreign Other Method Investees’ (In millions) Currency Benefits (1) Cash Flow Hedge Total Balance, December 31, 2018 $ 7.2 $ (1.8) $ 0.1 $ 5.5 Other comprehensive income (loss) before reclassifications (102.9) 0.2 (0.1) (102.8) Amounts reclassified from accumulated other comprehensive income 0.6 — — 0.6 Balance, September 30, 2019 $ (95.1) $ (1.6) $ — $ (96.7) The tax effects allocated to each component of other comprehensive loss during the three months ended September 30, 2019 and September 30, 2018 are as follows: Three Months Ended September 30, 2019 September 30, 2018 Tax Tax Pre-Tax (Expense) Net-of-Tax Pre-Tax (Expense) Net-of-Tax (In millions) Amount Benefit Amount Amount Benefit Amount Unrealized foreign currency translation adjustment (1) $ (68.2) $ — $ (68.2) $ (5.7) $ — $ (5.7) Pension and other benefit adjustments: Net gain (loss) arising during the period 0.1 — 0.1 0.2 (0.1) 0.1 Equity method investee's cash flow hedge: Realized net (gain) loss reclassified into equity in earnings of non-consolidated entities — — — (2.5) 0.6 (1.9) Other comprehensive income (loss) $ (68.1) $ — $ (68.1) $ (8.0) $ 0.5 $ (7.5) (1) Deferred tax impacts of foreign currency translation for the international operations have not been recorded due to the Company’s intent to remain permanently invested. The tax effects allocated to each component of other comprehensive loss during the nine months ended September 30, 2019 and September 30, 2018 are as follows: Nine Months Ended September 30, 2019 September 30, 2018 Tax Tax Pre-Tax (Expense) Net-of-Tax Pre-Tax (Expense) Net-of-Tax (In millions) Amount Benefit Amount Amount Benefit Amount Unrealized foreign currency translation adjustment (1) $ (102.9) $ — $ (102.9) $ (101.7) $ 0.1 $ (101.6) Realized loss on foreign currency transactions 0.6 — 0.6 1.0 — 1.0 Pension and other benefit adjustments: Net gain (loss) arising during the period 0.2 — 0.2 (1.5) 0.2 (1.3) Equity method investee's cash flow hedge: Unrealized net holding gain (loss) arising during the period (0.1) — (0.1) 0.2 — 0.2 Realized net (gain) loss reclassified into equity in earnings of non-consolidated entities — — — (2.8) 0.6 (2.2) Other comprehensive income (loss) $ (102.2) $ — $ (102.2) $ (104.8) $ 0.9 $ (103.9) (1) Deferred tax impacts of foreign currency translation for the international operations have not been recorded due to the Company’s intent to remain permanently invested. |
OPERATING SEGMENTS
OPERATING SEGMENTS | 9 Months Ended |
Sep. 30, 2019 | |
OPERATING SEGMENTS | |
OPERATING SEGMENTS | NOTE 11—OPERATING SEGMENTS ® Three Months Ended Nine Months Ended Revenues (In millions) September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 U.S. Markets $ 970.7 $ 895.6 $ 2,999.1 $ 3,007.1 International Markets 346.1 325.8 1,024.2 1,040.4 Total revenues $ 1,316.8 $ 1,221.4 $ 4,023.3 $ 4,047.5 Three Months Ended Nine Months Ended Adjusted EBITDA (1) (In millions) September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 U.S. Markets (2) $ 116.3 $ 105.0 $ 395.8 $ 535.6 International Markets 40.2 37.4 106.5 129.5 Total Adjusted EBITDA $ 156.5 $ 142.4 $ 502.3 $ 665.1 (1) The Company presents Adjusted EBITDA as a supplemental measure of its performance. The Company defines Adjusted EBITDA as net earnings (loss) plus (i) income tax provision (benefit), (ii) interest expense and (iii) depreciation and amortization, as further adjusted to eliminate the impact of certain items that the Company does not consider indicative of its ongoing operating performance and to include attributable EBITDA from equity investments in theatre operations in international markets and any cash distributions of earnings from its other equity method investees. The measure of segment profit and loss the Company uses to evaluate performance and allocate its resources is Adjusted EBITDA, which is consistent with how Adjusted EBITDA is defined in its debt indentures. (2) Distributions from NCM are reported entirely within the U.S. markets segment. Three Months Ended Nine Months Ended Capital Expenditures (In millions) September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 U.S. Markets $ 84.3 $ 92.9 $ 243.9 $ 264.9 International Markets 34.0 40.9 104.3 110.0 Total capital expenditures $ 118.3 $ 133.8 $ 348.2 $ 374.9 Three Months Ended Nine Months Ended Revenues (In millions) September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 United States $ 970.7 $ 895.6 $ 2,999.1 $ 3,007.1 United Kingdom 119.7 123.4 356.3 379.7 Spain 55.8 47.9 146.6 139.7 Sweden 42.9 43.1 124.7 137.0 Italy 40.8 29.5 139.2 124.1 Germany 30.4 22.3 91.0 79.6 Finland 23.7 22.2 71.8 72.3 Ireland 9.0 10.3 26.3 29.6 Other foreign countries 23.8 27.1 68.3 78.4 Total $ 1,316.8 $ 1,221.4 $ 4,023.3 $ 4,047.5 As of As of Long-term assets, net (In millions) September 30, 2019 December 31, 2018 United States $ 9,124.2 $ 5,826.5 International 3,708.4 2,888.0 Total long-term assets (1) $ 12,832.6 $ 8,714.5 (1) Long-term assets are comprised of property, intangible assets, goodwill, deferred income tax assets and other long-term assets, and for 2019, right-of-use assets. Three Months Ended Nine Months Ended (In millions) September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 Net loss $ (54.8) $ (100.4) $ (135.6) $ (60.5) Plus: Income tax provision (benefit) (0.2) 11.1 10.9 13.2 Interest expense 85.1 84.0 255.1 248.9 Depreciation and amortization 112.1 130.2 337.1 398.4 Certain operating expenses (1) 5.3 6.6 10.1 16.2 Equity in earnings of non-consolidated entities (2) (7.5) (70.0) (24.2) (74.0) Cash distributions from non-consolidated entities (3) 4.7 3.1 17.0 30.9 Attributable EBITDA (4) 0.9 2.1 3.8 3.7 Investment income (0.5) (0.7) (18.7) (7.4) Other expense (income) (5) (1.5) 54.1 4.6 57.7 Non-cash rent - purchase accounting (6) 6.1 — 19.5 — General and administrative — unallocated: Merger, acquisition and other costs (7) 4.7 18.1 11.2 27.1 Stock-based compensation expense (8) 2.1 4.2 11.5 10.9 Adjusted EBITDA $ 156.5 $ 142.4 $ 502.3 $ 665.1 (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) For the three and nine months ended September 30, 2019, the Company recorded $6.5 million and $21.1 million, respectively, in earnings from DCIP. For the three months ended September 30, 2018, the Company recorded equity in earnings related to its 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 the Company’s investment in NCM of $1.1 million during the nine months ended September 30, 2018. E quity in earnings of non-consolidated entities for the nine months ended September 30, 2018 includes a lower of carrying value impairment loss on the held-for-sale portion of NCM of $16.0 million. (3) Includes U.S. non-theatre distributions from equity method investments and International non- theatre distributions from equity method investments to the extent received. The Company believes including cash distributions is an appropriate reflection of the contribution of these investments to its operations. (4) Attributable EBITDA includes the EBITDA from equity investments in theatre operators in certain international markets. See below for a reconciliation of the Company’s equity loss of non-consolidated entities to attributable EBITDA. Because these equity investments are in theatre operators in regions where the Company holds a significant market share, the Company believes attributable EBITDA is more indicative of the performance of these equity investments and management uses this measure to monitor and evaluate these equity investments. The Company also provides services to these theatre operators including information technology systems, certain on-screen advertising services and its gift card and package ticket program. Three Months Ended Nine Months Ended (In millions) September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 Equity in earnings of non-consolidated entities $ (7.5) $ (70.0) $ (24.2) $ (74.0) Less: Equity in earnings of non-consolidated entities excluding International theatre JV's (7.4) (68.5) (23.2) (72.1) Equity in earnings of International theatre JV's 0.1 1.5 1.0 1.9 Income tax provision 0.1 0.1 0.2 0.2 Investment income (0.1) (0.1) (0.6) (0.3) Interest expense — — 0.1 — Depreciation and amortization 0.5 0.6 2.8 1.9 Other expense 0.3 — 0.3 — Attributable EBITDA $ 0.9 $ 2.1 $ 3.8 $ 3.7 (5) Other expense (income) for the three months ended September 30, 2019 include s income of $8.5 million due to the increase in fair value of the derivative asset related to the Company’s Convertible Notes due 2024, expense of $5.7 million as a result of the decrease in fair value of its derivative liability, and loss on Pound sterling forward contract of $0.7 million. Other expense for the nine months ended September 30, 2019 includes $16.6 million of fees related to modifications of term loans income and $ 1.7 million loss on GBP forward contract, partially offset by income of $14.9 million due to the decrease in fair value of the derivative liability related to the Company’s Convertible Notes due 2024. During the three months ended September 30, 2018, the Company recorded expense of $54.1 million as a result of an increase in fair value of the derivative liability for the Convertible Notes due 2024. Other expense (income) for the three and nine months ended September 30, 2018 includes financing losses and financing related foreign currency transaction losses. (6) Reflects amortization of certain intangible assets reclassified from depreciation and amortization to rent expense, due to the adoption of ASC 842. (7) Merger, acquisition and other costs are excluded as they are non-operating in nature. (8) Stock-based compensation expense is non-cash expense included in general and administrative: other. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 12—COMMITMENTS AND CONTINGENCIES The Company, in the normal course of business, is a party to various ordinary course claims from vendors (including food and beverage suppliers and film distributors), landlords, competitors, and other legal proceedings. If management believes that a loss arising from these actions is probable and can reasonably be estimated, the Company records the amount of the loss, or the minimum estimated liability when the loss is estimated using a range and no point is more probable than another. As additional information becomes available, any potential liability related to these actions is assessed and the estimates are revised, if necessary. Management believes that the ultimate outcome of such matters discussed below, individually and in the aggregate, will not have a material adverse effect on the Company’s financial position or overall trends in results of operations. However, litigation and claims are subject to inherent uncertainties and unfavorable outcomes can occur. An unfavorable outcome might include monetary damages. If an unfavorable outcome were to occur, there exists the possibility of a material adverse impact on the results of operations in the period in which the outcome occurs or in future periods. On January 12, 2018 and January 19, 2018, two putative federal securities class actions, captioned Hawaii Structural Ironworkers Pension Trust Fund v. AMC Entertainment Holdings, Inc., et al. Nichols v. AMC Entertainment Holdings, Inc., et al. 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. On January 22, 2019, the defendants moved to dismiss the Second Amended Class Action Complaint. On September 23, 2019, the court granted the motion to dismiss in part and denied it in part. On May 21, 2018, a stockholder derivative complaint, captioned Gantulga v. Aron, et al. Gantulga v. Aron, et al. , Case No. 1:18-cv-10007-AJN. The parties filed a joint stipulation to stay the action, which the court granted on December 17, 2018. On October 2, 2019, a stockholder derivative complaint, captioned Kenna v. Aron, et al., Case No. 1:19-cv-09148 (the “Kenna Action”), was filed in the U.S. District Court for the Southern District of New York. The Kenna Action asserts the same claims as the Gantulga Action based on substantially similar allegations. The parties filed a joint stipulation to stay the action, which the court granted on October 17, 2019. On April 22, 2019, a putative stockholder class and derivative complaint, captioned Lao v. Dalian Wanda Group Co., Ltd., et al., C.A. No. 2019-0303-JRS (the “Lao Action”), was filed against certain of the Company’s directors, Wanda, two of Wanda’s affiliates, Silver Lake, and one of Silver Lake’s affiliates in the Delaware Court of Chancery. The Lao Action asserts claims directly, on behalf of a putative class of Company stockholders, and derivatively, on behalf of the Company, for breaches of fiduciary duty and aiding and abetting breaches of fiduciary duty with respect to transactions that the Company entered into with affiliates of Wanda and Silver Lake on September 14, 2018, and the special cash dividend of $1.55 per share of common stock that was payable on September 28, 2018 to the Company’s stockholders of record as of September 25, 2018. On July 18, 2019, the Company’s Board of Directors formed a Special Litigation Committee to investigate and evaluate the claims and allegations asserted in the Lao Action and make a determination as to how the Company should proceed with respect to the Lao Action. On October 25, 2019, the court granted a motion to stay the action for six months to allow the Special Litigation Committee to complete its investigation. 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. |
LOSS PER SHARE
LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2019 | |
LOSS PER SHARE | |
LOSS PER SHARE | NOTE 13—LOSS PER SHARE Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding. Diluted loss per share includes the effects of potential dilutive shares from the conversion feature of the Convertible Notes due 2024, if dilutive. The following table sets forth the computation of basic and diluted earnings (loss) per common share: Three Months Ended Nine Months Ended (In millions) September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 Numerator: Net loss for basic loss per share $ (54.8) $ (100.4) $ (135.6) $ (60.5) Net loss for diluted loss per share $ (54.8) $ (100.4) $ (135.6) $ (60.5) Denominator Weighted average shares for basic loss per common share 103,850 123,126 103,826 126,386 Common equivalent shares if converted: convertible notes 2024 — — — — Weighted average shares for diluted loss per common share 103,850 123,126 103,826 126,386 Basic loss per common share $ (0.53) $ (0.82) $ (1.31) $ (0.48) Diluted loss per common share $ (0.53) $ (0.82) $ (1.31) $ (0.48) 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. For the nine months ended September 30, 2019, unvested PSU’s of 488,931 at the minimum performance target were not included in the computation of diluted loss per share because they would not be issuable if the end of the reporting period were the end of the contingency period. For the nine months ended September 30, 2019, unvested RSU’s of 1,207,102 were not included in the computation of diluted loss per share because they would be anti-dilutive. For the nine months ended September 30, 2018, unvested PSU’s of 411,657 at the minimum performance target were not included in the computation of diluted loss per share since the shares would not be issuable under the terms of the Plan, if the end of the reporting period were the end of the contingency period. For the nine months ended September 30, 2018, unvested RSU’s of 902,004 were not included in the computation of diluted loss per share because they would be anti-dilutive. The Company uses the if-converted method for calculating any potential dilutive effect of the Convertible Notes due 2024 that were issued on September 14, 2018. The Company has not adjusted net loss for the three and nine months ended September 30, 2019 to eliminate the interest expense of $8.2 million and $24.2 million, respectively, and the loss (gain) for the derivative liability related to the Convertible Notes due 2024 of $5.7 million and $(14.9) million, respectively, in the computation of diluted loss per share because the effects would be anti-dilutive. The Company has not included in diluted weighted average shares of approximately 31.7 million shares issuable upon conversion for the three and nine months ended September 30, 2019, as the effects would be anti-dilutive. For the three and nine months ended September 30, 2018, the Company has not adjusted net loss to eliminate the interest expense or the change for the derivative liability related to the Convertible Notes due 2024 of $1.5 million and $54.1 million, respectively. The Company has not included in diluted weighted average shares approximately 5.9 million shares and 2.0 million shares upon conversion for the three and nine months ended September 30, 2018, respectively, as the effects would be anti-dilutive. Based on the current conversion price of $18.95 per share the Convertible Notes due 2024 are convertible into 31,662,269 Class A common shares. |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 9 Months Ended |
Sep. 30, 2019 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | NOTE 14—CONDENSED CONSOLIDATING FINANCIAL INFORMATION The accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X Rule 3-10, Financial statements of guarantors and issuers of guaranteed securities registered or being registered. Each of the subsidiary guarantors are 100% owned by Holdings. The subsidiary guarantees of the Company’s Sterling Notes due 2024, the Convertible Notes due 2024, the Notes due 2025, the Notes due 2026, and the Notes due 2027 are full and unconditional and joint and several and subject to customary release provisions. The Company and its subsidiary guarantors’ investments in its consolidated subsidiaries are presented under the equity method of accounting. The condensed consolidating information for the guarantors/non-guarantors has been retrospectively revised based on the structure that exists as of September 30, 2019 and reflecting changes as a result of the Sixth Amendment. Condensed Consolidating Statement of Operations Three Months Ended September 30, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 578.1 $ 219.2 $ — $ 797.3 Food and beverage — 327.1 92.9 — 420.0 Other theatre — 65.6 33.9 — 99.5 Total revenues — 970.8 346.0 — 1,316.8 Operating costs and expenses Film exhibition costs — 321.6 95.2 — 416.8 Food and beverage costs — 46.5 20.7 — 67.2 Operating expense, excluding depreciation and amortization — 303.7 115.3 — 419.0 Rent — 175.0 63.7 — 238.7 General and administrative: Merger, acquisition and other costs — 2.3 2.4 — 4.7 Other, excluding depreciation and amortization — 22.1 15.4 — 37.5 Depreciation and amortization — 84.2 27.9 — 112.1 Operating costs and expenses — 955.4 340.6 — 1,296.0 Operating income — 15.4 5.4 — 20.8 Other expense (income): Equity in net loss of subsidiaries 72.6 15.5 — (88.1) — Other expense (income) (2.7) 1.1 0.3 — (1.3) Interest expense: Corporate borrowings 72.6 73.3 0.7 (73.4) 73.2 Capital and financing lease obligations — 0.5 1.3 — 1.8 Non-cash NCM exhibitor service agreement — 10.1 — — 10.1 Intercompany interest expense — — 18.8 (18.8) — Equity in earnings of non-consolidated entities — (7.1) (0.4) — (7.5) Investment income (87.7) (5.0) — 92.2 (0.5) Total other expense 54.8 88.4 20.7 (88.1) 75.8 Loss before income taxes (54.8) (73.0) (15.3) 88.1 (55.0) Income tax provision (benefit) — (0.4) 0.2 — (0.2) Net loss $ (54.8) $ (72.6) $ (15.5) $ 88.1 $ (54.8) Condensed Consolidating Statement of Operations Three Months Ended September 30, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 539.0 $ 212.4 $ — $ 751.4 Food and beverage — 301.4 83.4 — 384.8 Other theatre — 55.2 30.0 — 85.2 Total revenues — 895.6 325.8 — 1,221.4 Operating costs and expenses Film exhibition costs — 289.0 89.8 — 378.8 Food and beverage costs — 43.9 19.7 — 63.6 Operating expense, excluding depreciation and amortization — 283.6 116.9 — 400.5 Rent — 152.1 51.6 — 203.7 General and administrative: Merger, acquisition and other costs — 9.0 9.1 — 18.1 Other, excluding depreciation and amortization — 31.7 16.7 — 48.4 Depreciation and amortization — 94.2 36.0 — 130.2 Operating costs and expenses — 903.5 339.8 — 1,243.3 Operating loss — (7.9) (14.0) — (21.9) Other expense (income): Equity in net loss of subsidiaries 42.5 15.9 — (58.4) — Other expense (income): 54.1 0.5 (0.5) — 54.1 Interest expense: Corporate borrowings 63.6 59.8 0.8 (59.9) 64.3 Capital and financing lease obligations — 4.2 5.2 — 9.4 Non-cash NCM exhibitor service agreement — 10.3 — — 10.3 Equity in earnings of non-consolidated entities — (67.4) (2.6) — (70.0) Investment income (59.8) (0.8) — 59.9 (0.7) Total other expense 100.4 22.5 2.9 (58.4) 67.4 Loss before income taxes (100.4) (30.4) (16.9) 58.4 (89.3) Income tax provision (benefit) — 12.1 (1.0) — 11.1 Net loss $ (100.4) $ (42.5) $ (15.9) $ 58.4 $ (100.4) Condensed Consolidating Statement of Operations Nine Months Ended September 30, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 1,774.1 $ 650.2 $ — $ 2,424.3 Food and beverage — 1,015.8 265.5 — 1,281.3 Other theatre — 209.2 108.5 — 317.7 Total revenues — 2,999.1 1,024.2 — 4,023.3 Operating costs and expenses Film exhibition costs — 989.2 275.4 — 1,264.6 Food and beverage costs — 145.6 59.5 — 205.1 Operating expense, excluding depreciation and amortization — 910.2 349.0 — 1,259.2 Rent — 531.1 195.5 — 726.6 General and administrative: Merger, acquisition and other costs — 5.8 5.4 — 11.2 Other, excluding depreciation and amortization — 74.4 52.5 — 126.9 Depreciation and amortization — 252.1 85.0 — 337.1 Operating costs and expenses — 2,908.4 1,022.3 — 3,930.7 Operating income — 90.7 1.9 — 92.6 Other expense (income): Equity in net loss of subsidiaries 376.3 230.7 — (607.0) — Other expense (income) (14.7) 19.2 0.6 — 5.1 Interest expense: Corporate borrowings 217.1 218.6 2.2 (219.2) 218.7 Capital and financing lease obligations — 1.9 4.1 — 6.0 Non-cash NCM exhibitor service agreement — 30.4 — — 30.4 Intercompany interest expense — — 237.7 (237.7) — Equity in earnings of non-consolidated entities — (23.2) (1.0) — (24.2) Investment income (443.1) (19.5) (13.0) 456.9 (18.7) Total other expense 135.6 458.1 230.6 (607.0) 217.3 Loss before income taxes (135.6) (367.4) (228.7) 607.0 (124.7) Income tax provision — 8.9 2.0 — 10.9 Net loss $ (135.6) $ (376.3) $ (230.7) $ 607.0 $ (135.6) Condensed Consolidating Statement of Operations Nine Months Ended September, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 1,837.9 $ 684.8 $ — $ 2,522.7 Food and beverage — 982.2 254.2 — 1,236.4 Other theatre — 187.0 101.4 — 288.4 Total revenues — 3,007.1 1,040.4 — 4,047.5 Operating costs and expenses Film exhibition costs — 996.6 280.1 — 1,276.7 Food and beverage costs — 142.4 59.6 — 202.0 Operating expense, excluding depreciation and amortization — 866.0 370.9 — 1,236.9 Rent — 430.8 162.3 — 593.1 General and administrative: Merger, acquisition and other costs — 15.2 11.9 — 27.1 Other, excluding depreciation and amortization — 84.7 50.9 — 135.6 Depreciation and amortization — 285.6 112.8 — 398.4 Operating costs and expenses — 2,821.3 1,048.5 — 3,869.8 Operating income (loss) — 185.8 (8.1) — 177.7 Other expense (income): Equity in net (earnings) loss of subsidiaries (5.3) 23.4 — (18.1) — Other expense 55.1 1.1 1.3 — 57.5 Interest expense: Corporate borrowings 185.7 185.4 2.8 (185.7) 188.2 Capital and financing lease obligations — 13.2 16.3 — 29.5 Non-cash NCM exhibitor service agreement — 31.2 — — 31.2 Equity in earnings of non-consolidated entities — (71.0) (3.0) — (74.0) Investment income (175.0) (17.4) (0.7) 185.7 (7.4) Total other expense (income) 60.5 165.9 16.7 (18.1) 225.0 Earnings (loss) before income taxes (60.5) 19.9 (24.8) 18.1 (47.3) Income tax provision (benefit) — 14.6 (1.4) — 13.2 Net earnings (loss) $ (60.5) $ 5.3 $ (23.4) $ 18.1 $ (60.5) Condensed Consolidating Statement of Comprehensive Loss Three Months Ended September 30, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net loss $ (54.8) $ (72.6) $ (15.5) $ 88.1 $ (54.8) Other comprehensive income (loss): Equity in other comprehensive loss of subsidiaries (68.1) (53.1) — 121.2 — Unrealized foreign currency translation adjustment, net of tax — (15.0) (53.2) — (68.2) Pension and other benefit adjustments: Net gain arising during the period, net of tax — — 0.1 — 0.1 Other comprehensive loss (68.1) (68.1) (53.1) 121.2 (68.1) Total comprehensive loss $ (122.9) $ (140.7) $ (68.6) $ 209.3 $ (122.9) Condensed Consolidating Statement of Comprehensive Loss Three Months Ended September 30, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net loss $ (100.4) $ (42.5) $ (15.9) $ 58.4 $ (100.4) Other comprehensive income (loss): Equity in other comprehensive loss of subsidiaries (7.5) (5.4) — 12.9 — Unrealized foreign currency translation adjustment, net of tax — (0.2) (5.5) — (5.7) Pension and other benefit adjustments: Net gain arising during period, net of tax — — 0.1 — 0.1 Equity method investee's cash flow hedge: Realized net gain reclassified to equity in earnings of non-consolidated entities, net of tax — (1.9) — — (1.9) Other comprehensive loss (7.5) (7.5) (5.4) 12.9 (7.5) Total comprehensive loss $ (107.9) $ (50.0) $ (21.3) $ 71.3 $ (107.9) Condensed Consolidating Statement of Comprehensive Loss Nine Months Ended September 30, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net loss $ (135.6) $ (376.3) $ (230.7) $ 607.0 $ (135.6) Other comprehensive income (loss): Equity in other comprehensive loss of subsidiaries (102.2) (72.5) — 174.7 — Unrealized foreign currency translation adjustment, net of tax — (30.3) (72.6) — (102.9) Realized loss on foreign currency transactions reclassified into other expense, net of tax — 0.6 — — 0.6 Pension and other benefit adjustments: Net gain arising during the period, net of tax — 0.1 0.1 — 0.2 Equity method investee's cash flow hedge: Unrealized net holding loss arising during the period, net of tax — (0.1) — — (0.1) Other comprehensive loss (102.2) (102.2) (72.5) 174.7 (102.2) Total comprehensive loss $ (237.8) $ (478.5) $ (303.2) $ 781.7 $ (237.8) Condensed Consolidating Statement of Comprehensive Loss Nine Months Ended September 30, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings (loss) $ (60.5) $ 5.3 $ (23.4) $ 18.1 $ (60.5) Other comprehensive income (loss): Equity in other comprehensive loss of subsidiaries (103.9) (75.4) — 179.3 — Unrealized foreign currency translation adjustment, net of tax — (27.5) (74.1) — (101.6) Realized loss on foreign currency transactions reclassified into other expense, net of tax — 1.0 — 1.0 Pension and other benefit adjustments: Net loss arising during the period, net of tax — — (1.3) — (1.3) Equity method investee's cash flow hedge: Unrealized net holding 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 (103.9) (103.9) (75.4) 179.3 (103.9) Total comprehensive loss $ (164.4) $ (98.6) $ (98.8) $ 197.4 $ (164.4) Condensed Consolidating Balance Sheet As of September 30, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and cash equivalents $ 0.3 $ 19.7 $ 80.4 $ — $ 100.4 Restricted cash — — 10.2 — 10.2 Receivables, net — 94.1 74.9 (11.1) 157.9 Other current assets — 137.1 43.1 — 180.2 Total current assets 0.3 250.9 208.6 (11.1) 448.7 Investment in equity of subsidiaries 613.2 1,793.2 — (2,406.4) — Property, net — 1,976.2 605.2 — 2,581.4 Operating lease right-of-use assets, net — 3,535.9 1,259.0 — 4,794.9 Intangible assets, net — 131.4 62.5 — 193.9 Intercompany advances 5,277.1 (4,920.5) (356.6) — — Goodwill (2.1) 3,074.7 1,621.2 — 4,693.8 Deferred tax asset, net — — 30.7 — 30.7 Other long-term assets 66.2 342.0 129.7 — 537.9 Total assets $ 5,954.7 $ 6,183.8 $ 3,560.3 $ (2,417.5) $ 13,281.3 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ 274.1 $ 98.6 $ (11.1) $ 361.6 Accrued expenses and other liabilities 51.3 175.1 112.2 — 338.6 Deferred revenues and income — 278.1 69.4 — 347.5 Current maturities of corporate borrowings 20.0 1.4 — — 21.4 Current maturities of finance lease liabilities — 5.2 4.8 — 10.0 Current maturities of operating lease liabilities — 441.3 126.8 — 568.1 Total current liabilities 71.3 1,175.2 411.8 (11.1) 1,647.2 Corporate borrowings 4,700.1 — 10.0 — 4,710.1 Finance lease liabilities — 15.3 74.2 — 89.5 Operating lease liabilities — 3,663.7 1,193.9 4,857.6 Exhibitor services agreement — 553.8 — — 553.8 Deferred tax liability, net — 25.5 24.3 — 49.8 Other long-term liabilities — 137.1 52.9 — 190.0 Total liabilities 4,771.4 5,570.6 1,767.1 (11.1) 12,098.0 Stockholders’ equity 1,183.3 613.2 1,793.2 (2,406.4) 1,183.3 Total liabilities and stockholders’ equity $ 5,954.7 $ 6,183.8 $ 3,560.3 $ (2,417.5) $ 13,281.3 Condensed 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 $ 177.8 $ 135.2 $ — $ 313.3 Restricted cash — — 10.7 — 10.7 Receivables, net — 163.0 100.9 (4.4) 259.5 Other current assets — 140.7 57.1 — 197.8 Total current assets 0.3 481.5 303.9 (4.4) 781.3 Investment in equity of subsidiaries 719.0 1,430.1 — (2,149.1) — Property, net — 2,152.3 887.3 — 3,039.6 Intangible assets, net — 225.6 126.5 — 352.1 Intercompany advances 5,362.3 (4,512.3) (850.0) — — Goodwill (2.1) 3,074.7 1,716.1 — 4,788.7 Deferred tax asset, net — — 28.6 — 28.6 Other long-term assets 59.8 316.2 129.5 — 505.5 Total assets $ 6,139.3 $ 3,168.1 $ 2,341.9 $ (2,153.5) $ 9,495.8 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ 327.2 $ 129.9 $ (4.5) $ 452.6 Accrued expenses and other liabilities 31.5 197.5 149.4 0.1 378.5 Deferred revenues and income — 314.0 100.8 — 414.8 Current maturities of corporate borrowings 13.8 1.4 — — 15.2 Current maturities of capital and financing lease obligations — 38.6 28.4 — 67.0 Total current liabilities 45.3 878.7 408.5 (4.4) 1,328.1 Corporate borrowings 4,696.0 — 11.8 — 4,707.8 Capital and financing lease obligations — 194.3 298.9 — 493.2 Exhibitor services agreement — 564.0 — — 564.0 Deferred tax liability, net — 17.7 23.9 — 41.6 Other long-term liabilities — 794.4 168.7 — 963.1 Total liabilities 4,741.3 2,449.1 911.8 (4.4) 8,097.8 Temporary equity 0.4 — — — 0.4 Stockholders’ equity 1,397.6 719.0 1,430.1 (2,149.1) 1,397.6 Total liabilities and stockholders’ equity $ 6,139.3 $ 3,168.1 $ 2,341.9 $ (2,153.5) $ 9,495.8 Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by operating activities $ 75.9 $ 63.0 $ 71.3 $ — $ 210.2 Cash flows from investing activities: Capital expenditures — (243.8) (104.4) — (348.2) Acquisition of theatre assets — (11.8) — — (11.8) Proceeds from disposition of long-term assets — 6.1 15.3 — 21.4 Investments in non-consolidated entities, net — (0.1) (9.4) — (9.5) Other, net — (0.3) — — (0.3) Net cash used in investing activities — (249.9) (98.5) — (348.4) Cash flows from financing activities: Proceeds from issuance of Term Loan due 2026 1,990.0 — — — 1,990.0 Payment of principal Senior Secured Notes due 2023 (230.0) — — — (230.0) Payment of principal Senior Subordinated Notes due 2022 (375.0) — — — (375.0) Call premiums paid for Senior Secured Notes due 2023 and Senior Subordinated Notes due 2022 (15.9) — — — (15.9) Principal payments under Term Loans due 2022 and 2023 (1,338.5) — — — (1,338.5) Repayments under Revolving Credit Facility — — (1.7) — (1.7) Scheduled principal payments under Term Loans (16.9) — — — (16.9) Principal payments under capital and financing lease obligations — (4.9) (3.6) — (8.5) Cash used to pay debt financing costs (11.7) — — — (11.7) Cash used to pay dividends (63.4) — — — (63.4) Taxes paid for restricted unit withholdings (1.3) — — — (1.3) Change in intercompany advances 5.8 14.1 (19.9) — — Net cash provided by (used in) financing activities (56.9) 9.2 (25.2) — (72.9) Effect of exchange rate changes on cash and cash equivalents and restricted cash (19.0) 19.6 (2.9) — (2.3) Net increase (decrease) in cash and cash equivalents and restricted cash — (158.1) (55.3) — (213.4) Cash and cash equivalents and restricted cash at beginning of period 0.3 177.8 145.9 — 324.0 Cash and cash equivalents and restricted cash at end of period $ 0.3 $ 19.7 $ 90.6 $ — $ 110.6 Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by operating activities $ 44.0 $ 218.3 $ 36.5 $ — $ 298.8 Cash flows from investing activities: Capital expenditures — (264.9) (110.0) — (374.9) Proceeds from sale leaseback transactions — 50.1 — — 50.1 Proceeds from disposition of NCM, Inc. shares — 162.5 — — 162.5 Proceeds from Screenvision merger — 45.8 — — 45.8 Proceeds from disposition of long-term assets — 8.2 5.7 — 13.9 Investments in non-consolidated entities, net — (11.0) — — (11.0) Other, net — (1.6) 0.9 — (0.7) Net cash used in investing activities — (10.9) (103.4) — (114.3) Cash flows from financing activities: Proceeds from issuance of convertible note due 2024 600.0 — — — 600.0 Net borrowings under Revolving Credit Facility — — 6.6 — 6.6 Principal payments under Term Loan (10.3) — — — (10.3) Principal payments under capital and financing lease obligations — (30.2) (23.3) — (53.5) Cash used to pay deferred financing costs (14.3) — — — (14.3) Cash used to pay dividends (237.4) — — — (237.4) Taxes paid for restricted unit withholdings (1.7) — — — (1.7) Retirement of Class B stock (422.9) (422.9) Purchase of treasury stock (21.8) — — — (21.8) Change in intercompany advances 87.2 (63.8) (23.4) — — Net cash used in financing activities (21.2) (94.0) (40.1) — (155.3) Effect of exchange rate changes on cash and cash equivalents and restricted cash (23.4) 24.3 (4.1) — (3.2) Net increase (decrease) in cash and cash equivalents and restricted cash (0.6) 137.7 (111.1) — 26.0 Cash and cash equivalents and restricted cash at beginning of period 1.1 95.9 221.3 — 318.3 Cash and cash equivalents and restricted cash at end of period $ 0.5 $ 233.6 $ 110.2 $ — $ 344.3 |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
BASIS OF PRESENTATION | |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation: The accompanying unaudited condensed consolidated financial statements include the accounts of AMC, as discussed above, and should be read in conjunction with the Company’s Annual Report on Form 10–K for the year ended December 31, 2018. The accompanying condensed consolidated balance sheet as of December 31, 2018, which was derived from audited financial statements, and the unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10–Q. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, these interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the Company’s financial position and results of operations. All significant intercompany balances and transactions have been eliminated in consolidation. There are no |
Accumulated depreciation and amortization | Accumulated depreciation and amortization: Accumulated depreciation was |
Other Expense (Income) | Other expense (income): Three Months Ended Nine Months Ended (In thousands) September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 Derivative liability fair value adjustment for embedded conversion feature in the Convertible Notes due 2024 $ 5.7 $ 54.1 $ (14.9) $ 54.1 Derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement (8.5) — (0.5) — Loss on Pound sterling forward contract 0.7 — 1.7 0.4 Foreign currency transactions losses 0.1 — 0.7 1.1 Non-operating components of net periodic benefit cost 0.3 — 0.8 0.1 Loss on repayment of indebtedness — — 16.6 — Fees related to modification of term loans — 0.4 — 0.4 Other 0.4 (0.4) 0.7 1.4 Total other expense (income) $ (1.3) $ 54.1 $ 5.1 $ 57.5 |
Accounting Pronouncements | Accounting Pronouncements Recently Adopted Leases. — Accounting Pronouncements Issued Not Yet Adopted Financial Instruments. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which provides new guidance regarding the measurement and recognition of credit impairment for certain financial assets. Such guidance will impact how the Company determines its allowance for estimated uncollectible receivables and evaluates its available-for-sale investments for impairment. ASU 2016-13 is effective for the Company in the first quarter of 2020. The Company is currently evaluating the effect that ASU 2016-13 will have on its consolidated financial statements and related disclosures. Fair Value Measurement. Cloud Computing Arrangement. 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 expects to adopt prospectively and is currently evaluating the effect that ASU 2018-15 will have on its consolidated financial statements and related disclosures. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
BASIS OF PRESENTATION | |
Schedule components of other expense (income) | Three Months Ended Nine Months Ended (In thousands) September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 Derivative liability fair value adjustment for embedded conversion feature in the Convertible Notes due 2024 $ 5.7 $ 54.1 $ (14.9) $ 54.1 Derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement (8.5) — (0.5) — Loss on Pound sterling forward contract 0.7 — 1.7 0.4 Foreign currency transactions losses 0.1 — 0.7 1.1 Non-operating components of net periodic benefit cost 0.3 — 0.8 0.1 Loss on repayment of indebtedness — — 16.6 — Fees related to modification of term loans — 0.4 — 0.4 Other 0.4 (0.4) 0.7 1.4 Total other expense (income) $ (1.3) $ 54.1 $ 5.1 $ 57.5 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
LEASES | |
Schedule of operating and finance ROU assets and lease liabilities | (In millions) Balance Sheet Classification September 30, 2019 Assets Operating lease right-of-use assets (1) Operating lease right-of-use assets $ 4,794.9 Finance lease right-of-use assets (2) Property, net 72.4 Total leased assets $ 4,867.3 Liabilities Current Operating lease liabilities (1) Current maturities of operating lease liabilities $ 568.1 Finance lease liabilities (2) Current maturities of finance lease liabilities 10.0 Noncurrent Operating lease liabilities (1) Operating lease liabilities 4,857.6 Finance lease liabilities (2) Finance lease liabilities 89.5 Total lease liabilities $ 5,525.2 (1) (2) |
Schedule of cumulative effect adjustment to accumulated deficit | Accumulated (In millions) Deficit Balance as of December 31, 2018 $ (550.9) Derecognition of existing assets for certain sale leaseback transactions previously recorded in property, net (405.9) Derecognition of existing liabilities for certain sale leaseback transactions previously recorded in current maturities of corporate borrowings and capital and financing lease obligations 427.5 Derecognition of deferred gains from the sale leaseback transactions previously recorded in other long-term liabilities 102.4 Difference in fair value compared to the basis of the right-of-use assets for previously impaired asset groups (49.0) Deferred taxes 1.2 Cumulative effect adjustment to accumulated deficit 76.2 Balance as of January 1, 2019 $ (474.7) |
Schedule of lease impact on the income statement | Three Months Ended September 30, 2019 Without Adoption of U.S. Markets International Markets (In millions) ASC 842 Adjustments Adjustments As Reported Operating costs and expenses Rent (1)(2)(4) $ 209.9 $ 17.4 $ 11.4 $ 238.7 Depreciation and amortization (2)(3) 136.1 (13.4) (10.6) 112.1 Operating costs and expenses 1,291.2 4.0 0.8 1,296.0 Operating income 25.6 (4.0) (0.8) 20.8 Other expense (income) Interest expense: Capital and financing lease obligations (1) 8.7 (3.3) (3.6) 1.8 Net loss (56.9) (0.7) 2.8 (54.8) (1) (2) (3) (4) Nine Months Ended September 30, 2019 Without Adoption of U.S. Markets International Markets (In millions) ASC 842 Adjustments Adjustments As Reported Operating costs and expenses Rent (1)(2)(4) $ 639.0 $ 52.1 $ 35.5 $ 726.6 Depreciation and amortization (2)(3) 409.1 (40.2) (31.8) 337.1 Operating costs and expenses 3,915.1 11.9 3.7 3,930.7 Operating income 108.2 (11.9) (3.7) 92.6 Other expense (income) Interest expense: Capital and financing lease obligations (1) 26.7 (9.9) (10.8) 6.0 Net loss (140.7) (2.0) 7.1 (135.6) (1) Cash rent payments for build-to-suit failed sale leasebacks of $33.0 million and $29.7 million for U.S. Markets and International Markets, respectively, are accounted for as operating leases under ASC 842 that were previously accounted for as financing leases under ASC 840. (2) Non-cash amortization expense for favorable lease terms of $13.7 million and $5.8 million, for U.S. Markets and International Markets, respectively, reclassified to rent expense and amortized over the shorter base lease term under ASC 842. (3) Depreciation on build-to-suit failed sale leaseback buildings that are eliminated upon adoption of ASC 842. (4) Amortization of deferred gains on sale leaseback transactions of $5.4 million for U.S. markets is eliminated upon adoption of ASC 842. |
Schedule of components of lease costs | Condensed Consolidated Three Months Ended Nine Months Ended (In millions) Statement of Operations September 30, 2019 September 30, 2019 Operating lease cost Theatre properties Rent $ 219.0 $ 658.6 Theatre properties Operating expense 1.6 4.5 Equipment Operating expense 3.5 10.5 Office and other General and administrative: other 1.4 4.1 Finance lease cost Amortization of finance lease assets Depreciation and amortization 2.1 7.3 Interest on lease liabilities Finance lease liabilities 1.8 6.0 Variable lease cost Theatre properties Rent 19.7 68.0 Equipment Operating expense 7.4 37.2 Total lease cost $ 256.5 $ 796.2 |
Schedule of weighted average remaining lease term and discount rate | As of September 30, 2019 Weighted Average Weighted Average Remaining Discount Lease Term and Discount Rate Lease Term (years) Rate Operating leases 10.2 7.2% Finance leases 12.9 6.5% |
Schedule of cash flow and supplemental information | Nine Months Ended (In millions) September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in finance leases $ (6.0) Operating cash flows used in operating leases (703.5) Financing cash flows used in finance leases (8.5) Landlord contributions: Operating cashflows provided by operating leases 89.0 Supplemental disclosure of noncash leasing activities: Right-of-use assets obtained in exchange for new operating lease liabilities (1) 304.4 |
Schedule of minimum annual payments required under existing leases | Operating Lease Financing Lease (In millions) Payments (1)(2) Payments Three months ending December 31, 2019 $ 234.1 $ 4.0 2020 927.3 16.1 2021 872.1 15.1 2022 811.4 14.6 2023 720.8 11.5 2024 644.5 10.3 Thereafter 3,550.8 77.2 Total lease payments 7,761.0 148.8 Less imputed interest (2,335.3) (49.3) Total $ 5,425.7 $ 99.5 (1) (2) |
Schedule of minimum annual payments required under leases | Capital and Finance Lease Obligations Minimum Operating Minimum Lease (In millions) Lease Payments Payments Less Interest Principal 2019 $ 810.2 $ 100.7 $ 33.7 $ 67.0 2020 801.9 96.6 29.4 67.2 2021 748.9 87.8 25.2 62.6 2022 687.5 82.7 21.1 61.6 2023 597.1 70.4 17.3 53.1 Thereafter 3,367.6 331.5 82.7 248.8 Total minimum payments required $ 7,013.2 $ 769.7 $ 209.4 $ 560.3 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
REVENUE RECOGNITION | |
Schedule of disaggregated revenue | Three Months Ended Three Months Ended (In millions) September 30, 2019 September 30, 2018 Major revenue types Admissions $ 797.3 $ 751.4 Food and beverage 420.0 384.8 Other theatre: Advertising 32.1 31.2 Other theatre 67.4 54.0 Other theatre 99.5 85.2 Total revenues $ 1,316.8 $ 1,221.4 Three Months Ended Three Months Ended (In millions) September 30, 2019 September 30, 2018 Timing of revenue recognition Products and services transferred at a point in time $ 1,215.2 $ 1,162.4 Products and services transferred over time (1) 101.6 59.0 Total revenues $ 1,316.8 $ 1,221.4 (1) Nine Months Ended Nine Months Ended (In millions) September 30, 2019 September 30, 2018 Major revenue types Admissions $ 2,424.3 $ 2,522.7 Food and beverage 1,281.3 1,236.4 Other theatre: Advertising 102.3 102.5 Other theatre 215.4 185.9 Other theatre 317.7 288.4 Total revenues $ 4,023.3 $ 4,047.5 Nine Months Ended Nine Months Ended (In millions) September 30, 2019 September 30, 2018 Timing of revenue recognition Products and services transferred at a point in time $ 3,735.4 $ 3,891.8 Products and services transferred over time (1) 287.9 155.7 Total revenues $ 4,023.3 $ 4,047.5 (1) Amounts primarily include subscription and advertising revenues. |
Schedule of receivables and deferred revenue income | (In millions) September 30, 2019 December 31, 2018 Current assets: Receivables related to contracts with customers $ 62.1 $ 183.2 Miscellaneous receivables 95.8 76.3 Receivables, net $ 157.9 $ 259.5 (In millions) September 30, 2019 December 31, 2018 Current liabilities: Deferred revenue related to contracts with customers $ 345.7 $ 412.8 Miscellaneous deferred income 1.8 2.0 Deferred revenue and income $ 347.5 $ 414.8 |
Schedule of changes in contract liabilities | Deferred Revenues Related to Contracts (In millions) with Customers Balance as of December 31, 2018 $ 412.8 Cash received in advance (1) 253.6 Customer loyalty rewards accumulated, net of expirations: Admission revenues (2) 22.7 Food and beverage (2) 49.5 Other theatre (2) 2.1 Reclassification to revenue as the result of performance obligations satisfied: Admission revenues (3) (250.5) Food and beverage (3) (73.0) Other theatre (4) (68.0) Disposition of Austria theatres (1.5) Foreign currency translation adjustment (2.0) Balance as of September 30, 2019 $ 345.7 (1) ® (2) ® (3) ® (4) ® The significant changes to contract liabilities included in the exhibitor services agreement, classified as long-term liabilities in the condensed consolidated balance sheets, are as follows: Exhibitor Services (In millions) Agreement Balance as of December 31, 2018 $ 564.0 Common Unit Adjustment–additions of common units (1) 1.4 Reclassification of the beginning balance to other theatre revenue, as the result of performance obligations satisfied (11.6) Balance as of September 30, 2019 $ 553.8 (1) |
Schedule of components of liabilities included in the exhibitor services agreement | (In millions) Exhibitor services agreement Three Months ending December 31, 2019 $ 4.1 Year Ended 2020 16.9 Year Ended 2021 18.1 Year Ended 2022 19.5 Year Ended 2023 20.9 Year Ended 2024 22.5 Years Ended 2025 through February 2037 451.8 Total $ 553.8 |
GOODWILL (Tables)
GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
GOODWILL | |
Schedule of Activity of Goodwill | (In millions) Domestic Theatres International Theatres Total Balance as of December 31, 2018 $ 3,072.6 $ 1,716.1 $ 4,788.7 Currency translation adjustment — (94.9) (94.9) Balance as of September 30, 2019 $ 3,072.6 $ 1,621.2 $ 4,693.8 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
INVESTMENTS | |
Schedule of Condensed Financial Information of Non-consolidated Equity Method Investments | Three Months Ended Nine Months Ended (In millions) September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 Revenues $ 40.1 $ 43.4 $ 125.8 $ 127.0 Operating costs and expenses 17.8 19.1 56.5 59.0 Net earnings $ 22.3 $ 24.3 $ 69.3 $ 68.0 |
Schedule of Components of Recorded Equity in Earnings (Losses) of Non-consolidated Entities | Three Months Ended Nine Months Ended (In millions) September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 NCM and NCM, Inc. $ — $ 28.9 $ — $ 17.3 DCIP 6.5 7.4 21.1 20.9 Screenvision — 30.1 — 30.5 Other 1.0 3.6 3.1 5.3 The Company’s recorded equity in earnings $ 7.5 $ 70.0 $ 24.2 $ 74.0 |
Schedule of Transactions | As of As of (In millions) September 30, 2019 December 31, 2018 Due from DCM for on-screen advertising revenue $ 2.0 $ 2.8 Loan receivable from DCM 0.7 0.6 Due from DCIP for warranty expenditures 3.5 3.4 Deferred rent liability for digital projectors related to DCIP — (7.8) Due to AC JV for Fathom Events programming (1.6) (2.5) Due from Screenvision for on-screen advertising revenue 1.9 2.7 Due from Nordic JVs 1.6 2.6 Due to Nordic JVs for management services (1.6) (1.7) Due from SCC related to the joint venture 6.3 — Three Months Ended Nine Months Ended (In millions) Condensed Consolidated Statement of Operations September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 DCM screen advertising revenues Other revenues $ 5.5 $ 4.2 $ 14.7 $ 13.4 DCIP equipment rental expense (1) Operating expense 0.8 1.4 2.7 4.4 Gross exhibition cost on AC JV Fathom Events programming Film exhibition costs 2.9 3.5 13.0 8.5 Screenvision screen advertising revenues Other revenues 3.8 3.8 11.5 11.3 (1) The Company pays equipment rent monthly and records the equipment rental expense on a straight-line basis over 12 years . |
CORPORATE BORROWINGS (Tables)
CORPORATE BORROWINGS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Summary of the carrying value of corporate borrowings and capital and financing lease obligations | (In millions) September 30, 2019 December 31, 2018 Odeon Revolving Credit Facility Due 2022 (2.5% + Base Rate of 0.75% as of September 30, 2019) $ 10.0 $ 11.9 Senior Secured Credit Facility-Term Loan due 2026 (5.23% as of September 30, 2019) 1,990.0 — Senior Secured Credit Facility-Term Loan due 2022 — 854.2 Senior Secured Credit Facility-Term Loan due 2023 — 491.2 6.0% Senior Secured Notes due 2023 — 230.0 2.95% Senior Unsecured Convertible Notes due 2024 600.0 600.0 5.0% Promissory Note payable to NCM due 2019 1.3 1.3 5.875% Senior Subordinated Notes due 2022 — 375.0 6.375% Senior Subordinated Notes due 2024 (£500 million par value) 614.9 634.1 5.75% Senior Subordinated Notes due 2025 600.0 600.0 5.875% Senior Subordinated Notes due 2026 595.0 595.0 6.125% Senior Subordinated Notes due 2027 475.0 475.0 Finance lease obligations 99.5 560.3 Debt issuance costs (90.7) (104.4) Net discounts (73.1) (64.4) Derivative liability 9.1 24.0 4,831.0 5,283.2 Less: Current maturities corporate borrowings (21.4) (15.2) Current maturities finance lease obligations (10.0) — Current maturities capital and financing lease obligations — (67.0) $ 4,799.6 $ 5,201.0 |
2.95% 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 September 30, 2019: Carrying Value Carrying Value as of Increase to as of December 31, 2018 Expense (Income) September 30, 2019 Principal balance $ 600.0 $ — $ 600.0 Discount (86.7) 9.6 (77.1) Debt issuance costs (13.0) 1.4 (11.6) Derivative liability 24.0 (14.9) 9.1 Carrying Value $ 524.3 $ (3.9) $ 520.4 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
STOCKHOLDERS' EQUITY | |
Schedule of the Dividends and Dividend Equivalents Paid | Amount per Total Amount Share of Declared Declaration Date Record Date Date Paid Common Stock (In millions) February 15, 2019 March 11, 2019 March 25, 2019 $ 0.20 $ 21.3 May 3, 2019 June 10, 2019 June 24, 2019 0.20 21.3 August 2, 2019 September 9, 2019 September 23, 2019 0.20 21.3 |
Schedule of unrecognized stock based compensation | Additional Amount Recognized Amount Recognized Amount Expected to Expected to Expected to Three Months Ended Nine Months Ended Unrecognized Recognize Recognize Recognize Grant Tranche September 30, 2019 September 30, 2019 September 30, 2019 2019 2020 2021 2019 Board of Directors $ — $ 0.5 $ — $ — $ — $ — 2019 RSU awards 1.0 2.5 8.2 1.1 3.6 3.5 2019 PSU awards (0.1) 2.5 — — — — 2018 RSU awards 0.7 2.4 3.9 0.8 3.1 — 2018 PSU awards (0.2) 1.3 — — — — 2017 RSU awards 0.4 1.3 0.4 0.4 — — 2017 RSU NEO awards 0.3 1.0 0.3 0.3 — — 2017 PSU awards — — — — — — $ 2.1 $ 11.5 $ 12.8 $ 2.6 $ 6.7 $ 3.5 (1) During the three months ended September 30, 2019, the Company determined that achieving the three-year net profit performance thresholds of the 2018 and 2019 Performance Stock Units was no longer probable and ceased accruing any additional expense on these units. If the Company later determines that achieving the performance thresholds is improbable, the Company would reverse all previously recorded expense. If the Company later determines that the performance thresholds are probable, then historical expense would be reinstated, and the Company would resume recognizing expense. (2) During the year ended December 31, 2017, the Company determined that achieving the three-year performance thresholds of the 2017 Performance Stock Units was improbable and reversed all previously recorded expense and ceased accruing any additional expense on these units. If the Company later determines that the performance thresholds are probable, then historical expense would be reinstated, and the Company would resume recognizing expense. |
Schedule of Nonvested RSU and PSU Activity | The following table represents the nonvested RSU and PSU activity for the nine months ended September 30, 2019: Weighted Average Shares of RSU Grant Date and PSU Fair Value Beginning balance at January 1, 2019 1,934,447 $ 21.50 Granted 1,460,334 15.13 Vested (303,201) 21.76 Forfeited (153,871) 16.94 Cancelled (1) (100,840) 21.46 Nonvested at September 30, 2019 2,836,869 $ 17.62 (1) Represents vested RSUs surrendered in lieu of taxes and returned to the 2013 Equity Incentive Plan. |
Schedule of Stockholder's Equity | Condensed Consolidated Statements of Stockholders’ Equity For the Nine Months Ended September 30, 2019 Accumulated Class A Voting Class B Voting Additional Other Accumulated Total Common Stock Common Stock Paid-in Treasury Stock Comprehensive Earnings Stockholders’ (In millions, except share and per share data) Shares Amount Shares Amount Capital Shares Amount Income (Loss) (Deficit) Equity Balances December 31, 2018 55,401,325 $ 0.5 51,769,784 $ 0.5 $ 1,998.4 3,732,625 $ (56.4) $ 5.5 $ (550.9) $ 1,397.6 Cumulative effect adjustments for the adoption of new accounting principles (ASU 842) — — — — — — — — 78.8 78.8 Net loss — — — — — — — — (130.2) (130.2) Other comprehensive loss — — — — — — — (24.9) — (24.9) Dividends declared: Class A common stock, $0.20/share, net of forfeitures — — — — — — — — (10.7) (10.7) Class B common stock, $0.20/share — — — — — — — — (10.4) (10.4) Taxes paid for restricted unit withholdings — — — — (1.1) — — — — (1.1) Reclassification from temporary equity 75,712 — — — 0.4 — — — — 0.4 Stock-based compensation 328,904 — — — 4.0 — — — — 4.0 Balances March 31, 2019 55,805,941 $ 0.5 51,769,784 $ 0.5 $ 2,001.7 3,732,625 $ (56.4) $ (19.4) $ (623.4) $ 1,303.5 Cumulative effect adjustments for the adoption of new accounting principles (ASU 842) — — — — — — — — (2.6) (2.6) Net earnings — — — — — — — — 49.4 49.4 Other comprehensive loss — — — — — — — (9.2) — (9.2) Dividends declared: Class A common stock, $0.20/share, net of forfeitures — — — — — — — — (10.7) (10.7) Class B common stock, $0.20/share — — — — — — — — (10.4) (10.4) Taxes paid for restricted unit withholdings — — — — (0.3) — — — — (0.3) Stock-based compensation 3,096 — — — 5.4 — — — — 5.4 Balances June 30, 2019 55,809,037 $ 0.5 51,769,784 $ 0.5 $ 2,006.8 3,732,625 $ (56.4) $ (28.6) $ (597.7) $ 1,325.1 Net loss — — — — — — — — (54.8) (54.8) Other comprehensive loss — — — — — — — (68.1) — (68.1) Dividends declared: Class A common stock, $0.20/share, net of forfeitures — — — — — — — — (10.6) (10.6) Class B common stock, $0.20/share — — — — — — — — (10.4) (10.4) Stock-based compensation 3,665 — — — 2.1 — — — — 2.1 Balances September 30, 2019 55,812,702 $ 0.5 51,769,784 $ 0.5 $ 2,008.9 3,732,625 $ (56.4) $ (96.7) $ (673.5) $ 1,183.3 Condensed Consolidated Statements of Stockholders’ Equity For the Nine Months Ended September 30, 2018 Accumulated Class A Voting Class B Voting Additional Other Accumulated Total Common Stock Common Stock Paid-in Treasury Stock Comprehensive Earnings Stockholders’ (In millions, except share and per share data) Shares Amount Shares Amount Capital Shares Amount Income (Loss) (Deficit) Equity Balances December 31, 2017 55,010,160 $ 0.5 75,826,927 $ 0.8 $ 2,241.6 3,232,625 $ (48.2) $ 125.6 $ (207.9) $ 2,112.4 Cumulative effect adjustments for the adoption of new accounting principles (ASU 606, ASU 2016-01 and ASU 2018-02) — — — — — — — 4.4 (36.2) (31.8) Net earnings — — — — — — — — 17.7 17.7 Other comprehensive income — — — — — — — 10.7 — 10.7 Dividends declared: Class A common stock, $0.20/share — — — — — — — — (10.8) (10.8) Class B common stock, $0.20/share — — — — — — — — (15.2) (15.2) Reversed dividend accrual for nonvested PSU's — — — — — — — — 0.7 0.7 RSUs surrendered to pay for payroll taxes — — — — (1.8) — — — — (1.8) Reclassification from temporary equity 27,195 — — — 0.3 — — — — 0.3 Stock-based compensation 354,060 — — — 2.8 — — — — 2.8 Balances March 31, 2018 55,391,415 $ 0.5 75,826,927 $ 0.8 $ 2,242.9 3,232,625 $ (48.2) $ 140.7 $ (251.7) $ 2,085.0 Net earnings — — — — — — — — 22.2 22.2 Other comprehensive loss — — — — — — — (107.2) — (107.2) Dividends declared: Class A common stock, $0.20/share — — — — — — — — (10.8) (10.8) Class B common stock, $0.20/share — — — — — — — — (15.2) (15.2) Reclassification from temporary equity 9,910 — — — 0.1 — — — — 0.1 Stock-based compensation — — — — 4.0 — — — — 4.0 Class A common stock repurchases — — — — — 500,000 (8.2) — — (8.2) Balances June 30, 2018 55,401,325 $ 0.5 75,826,927 $ 0.8 $ 2,247.0 3,732,625 $ (56.4) $ 33.5 $ (255.5) $ 1,969.9 Net loss — — — — — — — — (100.4) (100.4) Other comprehensive loss — — — — — — — (7.5) — (7.5) Dividends declared: Class A common stock, $0.20/share — — — — — — — — (10.6) (10.6) Class B common stock, $0.20/share — — — — — — — — (15.3) (15.3) Special dividend declared: Class A common stock, $1.55/share — — — — — — — — (82.7) (82.7) Class B common stock, $1.55/share — — — — — — — — (80.2) (80.2) Stock-based compensation — — — — 4.2 — — — — 4.2 Class B common stock repurchase and cancellation — — (24,057,143) (0.3) (256.7) — — — (165.9) (422.9) Balances September 30, 2018 55,401,325 $ 0.5 51,769,784 $ 0.5 $ 1,994.5 3,732,625 $ (56.4) $ 26.0 $ (710.6) $ 1,254.5 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Fair Value Hierarchy of Financial Assets Carried at Fair Value on a Recurring Basis | Fair Value Measurements at September 30, 2019 Using Significant Total Carrying Quoted prices in Significant other unobservable Value at active market observable inputs inputs (In millions) September 30, 2019 (Level 1) (Level 2) (Level 3) Other long-term assets: Money market mutual funds $ 0.6 $ 0.6 $ — $ — Derivative asset 56.2 — — 56.2 Investments measured at net asset value (1) 11.1 — — — Equity securities, available-for-sale: Investment in NCM 1.6 1.6 — — Total assets at fair value $ 69.5 $ 2.2 $ — $ 56.2 Corporate Borrowings: Derivative liability $ 9.1 $ — $ — $ 9.1 Total liabilities at fair value $ 9.1 $ — $ — $ 9.1 (1) The investments relate to non-qualified deferred compensation arrangements on behalf of certain members of management. The Company has an equivalent liability for this related-party transaction recorded in other long-term liabilities for the deferred compensation obligation. |
Schedule of Fair Value of Financial Instruments Not Recognized at Fair Value for Which It Is Practicable to Estimate Fair Value | Fair Value Measurements at September 30, 2019 Using Significant other Significant Total Carrying Quoted prices in observable unobservable Value at active market inputs inputs (In millions) September 30, 2019 (Level 1) (Level 2) (Level 3) Current maturities of corporate borrowings $ 21.4 $ — $ 20.3 $ 1.4 Corporate borrowings 4,710.1 — 4,126.7 521.9 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | |
Schedule of change in accumulated other comprehensive income (loss) | Unrealized Net Gain (Loss) Pension and from Equity Foreign Other Method Investees’ (In millions) Currency Benefits (1) Cash Flow Hedge Total Balance, December 31, 2018 $ 7.2 $ (1.8) $ 0.1 $ 5.5 Other comprehensive income (loss) before reclassifications (102.9) 0.2 (0.1) (102.8) Amounts reclassified from accumulated other comprehensive income 0.6 — — 0.6 Balance, September 30, 2019 $ (95.1) $ (1.6) $ — $ (96.7) |
Schedule of Tax Effects Allocated to Each Component of Other Comprehensive Income | The tax effects allocated to each component of other comprehensive loss during the three months ended September 30, 2019 and September 30, 2018 are as follows: Three Months Ended September 30, 2019 September 30, 2018 Tax Tax Pre-Tax (Expense) Net-of-Tax Pre-Tax (Expense) Net-of-Tax (In millions) Amount Benefit Amount Amount Benefit Amount Unrealized foreign currency translation adjustment (1) $ (68.2) $ — $ (68.2) $ (5.7) $ — $ (5.7) Pension and other benefit adjustments: Net gain (loss) arising during the period 0.1 — 0.1 0.2 (0.1) 0.1 Equity method investee's cash flow hedge: Realized net (gain) loss reclassified into equity in earnings of non-consolidated entities — — — (2.5) 0.6 (1.9) Other comprehensive income (loss) $ (68.1) $ — $ (68.1) $ (8.0) $ 0.5 $ (7.5) (1) Deferred tax impacts of foreign currency translation for the international operations have not been recorded due to the Company’s intent to remain permanently invested. The tax effects allocated to each component of other comprehensive loss during the nine months ended September 30, 2019 and September 30, 2018 are as follows: Nine Months Ended September 30, 2019 September 30, 2018 Tax Tax Pre-Tax (Expense) Net-of-Tax Pre-Tax (Expense) Net-of-Tax (In millions) Amount Benefit Amount Amount Benefit Amount Unrealized foreign currency translation adjustment (1) $ (102.9) $ — $ (102.9) $ (101.7) $ 0.1 $ (101.6) Realized loss on foreign currency transactions 0.6 — 0.6 1.0 — 1.0 Pension and other benefit adjustments: Net gain (loss) arising during the period 0.2 — 0.2 (1.5) 0.2 (1.3) Equity method investee's cash flow hedge: Unrealized net holding gain (loss) arising during the period (0.1) — (0.1) 0.2 — 0.2 Realized net (gain) loss reclassified into equity in earnings of non-consolidated entities — — — (2.8) 0.6 (2.2) Other comprehensive income (loss) $ (102.2) $ — $ (102.2) $ (104.8) $ 0.9 $ (103.9) (1) Deferred tax impacts of foreign currency translation for the international operations have not been recorded due to the Company’s intent to remain permanently invested. |
OPERATING SEGMENT (Tables)
OPERATING SEGMENT (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
OPERATING SEGMENTS | |
Schedule of financial information by reportable operating segment | Three Months Ended Nine Months Ended Revenues (In millions) September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 U.S. Markets $ 970.7 $ 895.6 $ 2,999.1 $ 3,007.1 International Markets 346.1 325.8 1,024.2 1,040.4 Total revenues $ 1,316.8 $ 1,221.4 $ 4,023.3 $ 4,047.5 Three Months Ended Nine Months Ended Adjusted EBITDA (1) (In millions) September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 U.S. Markets (2) $ 116.3 $ 105.0 $ 395.8 $ 535.6 International Markets 40.2 37.4 106.5 129.5 Total Adjusted EBITDA $ 156.5 $ 142.4 $ 502.3 $ 665.1 (1) The Company presents Adjusted EBITDA as a supplemental measure of its performance. The Company defines Adjusted EBITDA as net earnings (loss) plus (i) income tax provision (benefit), (ii) interest expense and (iii) depreciation and amortization, as further adjusted to eliminate the impact of certain items that the Company does not consider indicative of its ongoing operating performance and to include attributable EBITDA from equity investments in theatre operations in international markets and any cash distributions of earnings from its other equity method investees. The measure of segment profit and loss the Company uses to evaluate performance and allocate its resources is Adjusted EBITDA, which is consistent with how Adjusted EBITDA is defined in its debt indentures. (2) Distributions from NCM are reported entirely within the U.S. markets segment. Three Months Ended Nine Months Ended Capital Expenditures (In millions) September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 U.S. Markets $ 84.3 $ 92.9 $ 243.9 $ 264.9 International Markets 34.0 40.9 104.3 110.0 Total capital expenditures $ 118.3 $ 133.8 $ 348.2 $ 374.9 |
Schedule of information about the Company's revenues from continuing operations and assets by geographic area | Three Months Ended Nine Months Ended Revenues (In millions) September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 United States $ 970.7 $ 895.6 $ 2,999.1 $ 3,007.1 United Kingdom 119.7 123.4 356.3 379.7 Spain 55.8 47.9 146.6 139.7 Sweden 42.9 43.1 124.7 137.0 Italy 40.8 29.5 139.2 124.1 Germany 30.4 22.3 91.0 79.6 Finland 23.7 22.2 71.8 72.3 Ireland 9.0 10.3 26.3 29.6 Other foreign countries 23.8 27.1 68.3 78.4 Total $ 1,316.8 $ 1,221.4 $ 4,023.3 $ 4,047.5 As of As of Long-term assets, net (In millions) September 30, 2019 December 31, 2018 United States $ 9,124.2 $ 5,826.5 International 3,708.4 2,888.0 Total long-term assets (1) $ 12,832.6 $ 8,714.5 (1) Long-term assets are comprised of property, intangible assets, goodwill, deferred income tax assets and other long-term assets, and for 2019, right-of-use assets. |
Schedule of reconciliation of net earnings to Adjusted EBITDA | Three Months Ended Nine Months Ended (In millions) September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 Net loss $ (54.8) $ (100.4) $ (135.6) $ (60.5) Plus: Income tax provision (benefit) (0.2) 11.1 10.9 13.2 Interest expense 85.1 84.0 255.1 248.9 Depreciation and amortization 112.1 130.2 337.1 398.4 Certain operating expenses (1) 5.3 6.6 10.1 16.2 Equity in earnings of non-consolidated entities (2) (7.5) (70.0) (24.2) (74.0) Cash distributions from non-consolidated entities (3) 4.7 3.1 17.0 30.9 Attributable EBITDA (4) 0.9 2.1 3.8 3.7 Investment income (0.5) (0.7) (18.7) (7.4) Other expense (income) (5) (1.5) 54.1 4.6 57.7 Non-cash rent - purchase accounting (6) 6.1 — 19.5 — General and administrative — unallocated: Merger, acquisition and other costs (7) 4.7 18.1 11.2 27.1 Stock-based compensation expense (8) 2.1 4.2 11.5 10.9 Adjusted EBITDA $ 156.5 $ 142.4 $ 502.3 $ 665.1 (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) For the three and nine months ended September 30, 2019, the Company recorded $6.5 million and $21.1 million, respectively, in earnings from DCIP. For the three months ended September 30, 2018, the Company recorded equity in earnings related to its 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 the Company’s investment in NCM of $1.1 million during the nine months ended September 30, 2018. E quity in earnings of non-consolidated entities for the nine months ended September 30, 2018 includes a lower of carrying value impairment loss on the held-for-sale portion of NCM of $16.0 million. (3) Includes U.S. non-theatre distributions from equity method investments and International non- theatre distributions from equity method investments to the extent received. The Company believes including cash distributions is an appropriate reflection of the contribution of these investments to its operations. (4) Attributable EBITDA includes the EBITDA from equity investments in theatre operators in certain international markets. See below for a reconciliation of the Company’s equity loss of non-consolidated entities to attributable EBITDA. Because these equity investments are in theatre operators in regions where the Company holds a significant market share, the Company believes attributable EBITDA is more indicative of the performance of these equity investments and management uses this measure to monitor and evaluate these equity investments. The Company also provides services to these theatre operators including information technology systems, certain on-screen advertising services and its gift card and package ticket program. Three Months Ended Nine Months Ended (In millions) September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 Equity in earnings of non-consolidated entities $ (7.5) $ (70.0) $ (24.2) $ (74.0) Less: Equity in earnings of non-consolidated entities excluding International theatre JV's (7.4) (68.5) (23.2) (72.1) Equity in earnings of International theatre JV's 0.1 1.5 1.0 1.9 Income tax provision 0.1 0.1 0.2 0.2 Investment income (0.1) (0.1) (0.6) (0.3) Interest expense — — 0.1 — Depreciation and amortization 0.5 0.6 2.8 1.9 Other expense 0.3 — 0.3 — Attributable EBITDA $ 0.9 $ 2.1 $ 3.8 $ 3.7 (5) Other expense (income) for the three months ended September 30, 2019 include s income of $8.5 million due to the increase in fair value of the derivative asset related to the Company’s Convertible Notes due 2024, expense of $5.7 million as a result of the decrease in fair value of its derivative liability, and loss on Pound sterling forward contract of $0.7 million. Other expense for the nine months ended September 30, 2019 includes $16.6 million of fees related to modifications of term loans income and $ 1.7 million loss on GBP forward contract, partially offset by income of $14.9 million due to the decrease in fair value of the derivative liability related to the Company’s Convertible Notes due 2024. During the three months ended September 30, 2018, the Company recorded expense of $54.1 million as a result of an increase in fair value of the derivative liability for the Convertible Notes due 2024. Other expense (income) for the three and nine months ended September 30, 2018 includes financing losses and financing related foreign currency transaction losses. (6) Reflects amortization of certain intangible assets reclassified from depreciation and amortization to rent expense, due to the adoption of ASC 842. (7) Merger, acquisition and other costs are excluded as they are non-operating in nature. (8) Stock-based compensation expense is non-cash expense included in general and administrative: other. |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
LOSS PER SHARE | |
Schedule of Computation of basic and diluted earnings (loss) per common share | Three Months Ended Nine Months Ended (In millions) September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 Numerator: Net loss for basic loss per share $ (54.8) $ (100.4) $ (135.6) $ (60.5) Net loss for diluted loss per share $ (54.8) $ (100.4) $ (135.6) $ (60.5) Denominator Weighted average shares for basic loss per common share 103,850 123,126 103,826 126,386 Common equivalent shares if converted: convertible notes 2024 — — — — Weighted average shares for diluted loss per common share 103,850 123,126 103,826 126,386 Basic loss per common share $ (0.53) $ (0.82) $ (1.31) $ (0.48) Diluted loss per common share $ (0.53) $ (0.82) $ (1.31) $ (0.48) |
CONDENSED CONSOLIDATING FINAN_2
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
Schedule of Condensed Statements of Operations | Condensed Consolidating Statement of Operations Three Months Ended September 30, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 578.1 $ 219.2 $ — $ 797.3 Food and beverage — 327.1 92.9 — 420.0 Other theatre — 65.6 33.9 — 99.5 Total revenues — 970.8 346.0 — 1,316.8 Operating costs and expenses Film exhibition costs — 321.6 95.2 — 416.8 Food and beverage costs — 46.5 20.7 — 67.2 Operating expense, excluding depreciation and amortization — 303.7 115.3 — 419.0 Rent — 175.0 63.7 — 238.7 General and administrative: Merger, acquisition and other costs — 2.3 2.4 — 4.7 Other, excluding depreciation and amortization — 22.1 15.4 — 37.5 Depreciation and amortization — 84.2 27.9 — 112.1 Operating costs and expenses — 955.4 340.6 — 1,296.0 Operating income — 15.4 5.4 — 20.8 Other expense (income): Equity in net loss of subsidiaries 72.6 15.5 — (88.1) — Other expense (income) (2.7) 1.1 0.3 — (1.3) Interest expense: Corporate borrowings 72.6 73.3 0.7 (73.4) 73.2 Capital and financing lease obligations — 0.5 1.3 — 1.8 Non-cash NCM exhibitor service agreement — 10.1 — — 10.1 Intercompany interest expense — — 18.8 (18.8) — Equity in earnings of non-consolidated entities — (7.1) (0.4) — (7.5) Investment income (87.7) (5.0) — 92.2 (0.5) Total other expense 54.8 88.4 20.7 (88.1) 75.8 Loss before income taxes (54.8) (73.0) (15.3) 88.1 (55.0) Income tax provision (benefit) — (0.4) 0.2 — (0.2) Net loss $ (54.8) $ (72.6) $ (15.5) $ 88.1 $ (54.8) Condensed Consolidating Statement of Operations Three Months Ended September 30, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 539.0 $ 212.4 $ — $ 751.4 Food and beverage — 301.4 83.4 — 384.8 Other theatre — 55.2 30.0 — 85.2 Total revenues — 895.6 325.8 — 1,221.4 Operating costs and expenses Film exhibition costs — 289.0 89.8 — 378.8 Food and beverage costs — 43.9 19.7 — 63.6 Operating expense, excluding depreciation and amortization — 283.6 116.9 — 400.5 Rent — 152.1 51.6 — 203.7 General and administrative: Merger, acquisition and other costs — 9.0 9.1 — 18.1 Other, excluding depreciation and amortization — 31.7 16.7 — 48.4 Depreciation and amortization — 94.2 36.0 — 130.2 Operating costs and expenses — 903.5 339.8 — 1,243.3 Operating loss — (7.9) (14.0) — (21.9) Other expense (income): Equity in net loss of subsidiaries 42.5 15.9 — (58.4) — Other expense (income): 54.1 0.5 (0.5) — 54.1 Interest expense: Corporate borrowings 63.6 59.8 0.8 (59.9) 64.3 Capital and financing lease obligations — 4.2 5.2 — 9.4 Non-cash NCM exhibitor service agreement — 10.3 — — 10.3 Equity in earnings of non-consolidated entities — (67.4) (2.6) — (70.0) Investment income (59.8) (0.8) — 59.9 (0.7) Total other expense 100.4 22.5 2.9 (58.4) 67.4 Loss before income taxes (100.4) (30.4) (16.9) 58.4 (89.3) Income tax provision (benefit) — 12.1 (1.0) — 11.1 Net loss $ (100.4) $ (42.5) $ (15.9) $ 58.4 $ (100.4) Condensed Consolidating Statement of Operations Nine Months Ended September 30, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 1,774.1 $ 650.2 $ — $ 2,424.3 Food and beverage — 1,015.8 265.5 — 1,281.3 Other theatre — 209.2 108.5 — 317.7 Total revenues — 2,999.1 1,024.2 — 4,023.3 Operating costs and expenses Film exhibition costs — 989.2 275.4 — 1,264.6 Food and beverage costs — 145.6 59.5 — 205.1 Operating expense, excluding depreciation and amortization — 910.2 349.0 — 1,259.2 Rent — 531.1 195.5 — 726.6 General and administrative: Merger, acquisition and other costs — 5.8 5.4 — 11.2 Other, excluding depreciation and amortization — 74.4 52.5 — 126.9 Depreciation and amortization — 252.1 85.0 — 337.1 Operating costs and expenses — 2,908.4 1,022.3 — 3,930.7 Operating income — 90.7 1.9 — 92.6 Other expense (income): Equity in net loss of subsidiaries 376.3 230.7 — (607.0) — Other expense (income) (14.7) 19.2 0.6 — 5.1 Interest expense: Corporate borrowings 217.1 218.6 2.2 (219.2) 218.7 Capital and financing lease obligations — 1.9 4.1 — 6.0 Non-cash NCM exhibitor service agreement — 30.4 — — 30.4 Intercompany interest expense — — 237.7 (237.7) — Equity in earnings of non-consolidated entities — (23.2) (1.0) — (24.2) Investment income (443.1) (19.5) (13.0) 456.9 (18.7) Total other expense 135.6 458.1 230.6 (607.0) 217.3 Loss before income taxes (135.6) (367.4) (228.7) 607.0 (124.7) Income tax provision — 8.9 2.0 — 10.9 Net loss $ (135.6) $ (376.3) $ (230.7) $ 607.0 $ (135.6) Condensed Consolidating Statement of Operations Nine Months Ended September, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 1,837.9 $ 684.8 $ — $ 2,522.7 Food and beverage — 982.2 254.2 — 1,236.4 Other theatre — 187.0 101.4 — 288.4 Total revenues — 3,007.1 1,040.4 — 4,047.5 Operating costs and expenses Film exhibition costs — 996.6 280.1 — 1,276.7 Food and beverage costs — 142.4 59.6 — 202.0 Operating expense, excluding depreciation and amortization — 866.0 370.9 — 1,236.9 Rent — 430.8 162.3 — 593.1 General and administrative: Merger, acquisition and other costs — 15.2 11.9 — 27.1 Other, excluding depreciation and amortization — 84.7 50.9 — 135.6 Depreciation and amortization — 285.6 112.8 — 398.4 Operating costs and expenses — 2,821.3 1,048.5 — 3,869.8 Operating income (loss) — 185.8 (8.1) — 177.7 Other expense (income): Equity in net (earnings) loss of subsidiaries (5.3) 23.4 — (18.1) — Other expense 55.1 1.1 1.3 — 57.5 Interest expense: Corporate borrowings 185.7 185.4 2.8 (185.7) 188.2 Capital and financing lease obligations — 13.2 16.3 — 29.5 Non-cash NCM exhibitor service agreement — 31.2 — — 31.2 Equity in earnings of non-consolidated entities — (71.0) (3.0) — (74.0) Investment income (175.0) (17.4) (0.7) 185.7 (7.4) Total other expense (income) 60.5 165.9 16.7 (18.1) 225.0 Earnings (loss) before income taxes (60.5) 19.9 (24.8) 18.1 (47.3) Income tax provision (benefit) — 14.6 (1.4) — 13.2 Net earnings (loss) $ (60.5) $ 5.3 $ (23.4) $ 18.1 $ (60.5) |
Schedule of Condensed Statements of Comprehensive Loss | Condensed Consolidating Statement of Comprehensive Loss Three Months Ended September 30, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net loss $ (54.8) $ (72.6) $ (15.5) $ 88.1 $ (54.8) Other comprehensive income (loss): Equity in other comprehensive loss of subsidiaries (68.1) (53.1) — 121.2 — Unrealized foreign currency translation adjustment, net of tax — (15.0) (53.2) — (68.2) Pension and other benefit adjustments: Net gain arising during the period, net of tax — — 0.1 — 0.1 Other comprehensive loss (68.1) (68.1) (53.1) 121.2 (68.1) Total comprehensive loss $ (122.9) $ (140.7) $ (68.6) $ 209.3 $ (122.9) Condensed Consolidating Statement of Comprehensive Loss Three Months Ended September 30, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net loss $ (100.4) $ (42.5) $ (15.9) $ 58.4 $ (100.4) Other comprehensive income (loss): Equity in other comprehensive loss of subsidiaries (7.5) (5.4) — 12.9 — Unrealized foreign currency translation adjustment, net of tax — (0.2) (5.5) — (5.7) Pension and other benefit adjustments: Net gain arising during period, net of tax — — 0.1 — 0.1 Equity method investee's cash flow hedge: Realized net gain reclassified to equity in earnings of non-consolidated entities, net of tax — (1.9) — — (1.9) Other comprehensive loss (7.5) (7.5) (5.4) 12.9 (7.5) Total comprehensive loss $ (107.9) $ (50.0) $ (21.3) $ 71.3 $ (107.9) Condensed Consolidating Statement of Comprehensive Loss Nine Months Ended September 30, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net loss $ (135.6) $ (376.3) $ (230.7) $ 607.0 $ (135.6) Other comprehensive income (loss): Equity in other comprehensive loss of subsidiaries (102.2) (72.5) — 174.7 — Unrealized foreign currency translation adjustment, net of tax — (30.3) (72.6) — (102.9) Realized loss on foreign currency transactions reclassified into other expense, net of tax — 0.6 — — 0.6 Pension and other benefit adjustments: Net gain arising during the period, net of tax — 0.1 0.1 — 0.2 Equity method investee's cash flow hedge: Unrealized net holding loss arising during the period, net of tax — (0.1) — — (0.1) Other comprehensive loss (102.2) (102.2) (72.5) 174.7 (102.2) Total comprehensive loss $ (237.8) $ (478.5) $ (303.2) $ 781.7 $ (237.8) Condensed Consolidating Statement of Comprehensive Loss Nine Months Ended September 30, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings (loss) $ (60.5) $ 5.3 $ (23.4) $ 18.1 $ (60.5) Other comprehensive income (loss): Equity in other comprehensive loss of subsidiaries (103.9) (75.4) — 179.3 — Unrealized foreign currency translation adjustment, net of tax — (27.5) (74.1) — (101.6) Realized loss on foreign currency transactions reclassified into other expense, net of tax — 1.0 — 1.0 Pension and other benefit adjustments: Net loss arising during the period, net of tax — — (1.3) — (1.3) Equity method investee's cash flow hedge: Unrealized net holding 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 (103.9) (103.9) (75.4) 179.3 (103.9) Total comprehensive loss $ (164.4) $ (98.6) $ (98.8) $ 197.4 $ (164.4) |
Schedule of Condensed Balance Sheets | Condensed Consolidating Balance Sheet As of September 30, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and cash equivalents $ 0.3 $ 19.7 $ 80.4 $ — $ 100.4 Restricted cash — — 10.2 — 10.2 Receivables, net — 94.1 74.9 (11.1) 157.9 Other current assets — 137.1 43.1 — 180.2 Total current assets 0.3 250.9 208.6 (11.1) 448.7 Investment in equity of subsidiaries 613.2 1,793.2 — (2,406.4) — Property, net — 1,976.2 605.2 — 2,581.4 Operating lease right-of-use assets, net — 3,535.9 1,259.0 — 4,794.9 Intangible assets, net — 131.4 62.5 — 193.9 Intercompany advances 5,277.1 (4,920.5) (356.6) — — Goodwill (2.1) 3,074.7 1,621.2 — 4,693.8 Deferred tax asset, net — — 30.7 — 30.7 Other long-term assets 66.2 342.0 129.7 — 537.9 Total assets $ 5,954.7 $ 6,183.8 $ 3,560.3 $ (2,417.5) $ 13,281.3 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ 274.1 $ 98.6 $ (11.1) $ 361.6 Accrued expenses and other liabilities 51.3 175.1 112.2 — 338.6 Deferred revenues and income — 278.1 69.4 — 347.5 Current maturities of corporate borrowings 20.0 1.4 — — 21.4 Current maturities of finance lease liabilities — 5.2 4.8 — 10.0 Current maturities of operating lease liabilities — 441.3 126.8 — 568.1 Total current liabilities 71.3 1,175.2 411.8 (11.1) 1,647.2 Corporate borrowings 4,700.1 — 10.0 — 4,710.1 Finance lease liabilities — 15.3 74.2 — 89.5 Operating lease liabilities — 3,663.7 1,193.9 4,857.6 Exhibitor services agreement — 553.8 — — 553.8 Deferred tax liability, net — 25.5 24.3 — 49.8 Other long-term liabilities — 137.1 52.9 — 190.0 Total liabilities 4,771.4 5,570.6 1,767.1 (11.1) 12,098.0 Stockholders’ equity 1,183.3 613.2 1,793.2 (2,406.4) 1,183.3 Total liabilities and stockholders’ equity $ 5,954.7 $ 6,183.8 $ 3,560.3 $ (2,417.5) $ 13,281.3 Condensed 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 $ 177.8 $ 135.2 $ — $ 313.3 Restricted cash — — 10.7 — 10.7 Receivables, net — 163.0 100.9 (4.4) 259.5 Other current assets — 140.7 57.1 — 197.8 Total current assets 0.3 481.5 303.9 (4.4) 781.3 Investment in equity of subsidiaries 719.0 1,430.1 — (2,149.1) — Property, net — 2,152.3 887.3 — 3,039.6 Intangible assets, net — 225.6 126.5 — 352.1 Intercompany advances 5,362.3 (4,512.3) (850.0) — — Goodwill (2.1) 3,074.7 1,716.1 — 4,788.7 Deferred tax asset, net — — 28.6 — 28.6 Other long-term assets 59.8 316.2 129.5 — 505.5 Total assets $ 6,139.3 $ 3,168.1 $ 2,341.9 $ (2,153.5) $ 9,495.8 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ 327.2 $ 129.9 $ (4.5) $ 452.6 Accrued expenses and other liabilities 31.5 197.5 149.4 0.1 378.5 Deferred revenues and income — 314.0 100.8 — 414.8 Current maturities of corporate borrowings 13.8 1.4 — — 15.2 Current maturities of capital and financing lease obligations — 38.6 28.4 — 67.0 Total current liabilities 45.3 878.7 408.5 (4.4) 1,328.1 Corporate borrowings 4,696.0 — 11.8 — 4,707.8 Capital and financing lease obligations — 194.3 298.9 — 493.2 Exhibitor services agreement — 564.0 — — 564.0 Deferred tax liability, net — 17.7 23.9 — 41.6 Other long-term liabilities — 794.4 168.7 — 963.1 Total liabilities 4,741.3 2,449.1 911.8 (4.4) 8,097.8 Temporary equity 0.4 — — — 0.4 Stockholders’ equity 1,397.6 719.0 1,430.1 (2,149.1) 1,397.6 Total liabilities and stockholders’ equity $ 6,139.3 $ 3,168.1 $ 2,341.9 $ (2,153.5) $ 9,495.8 |
Schedule of Condensed Statements of Cash Flows | Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by operating activities $ 75.9 $ 63.0 $ 71.3 $ — $ 210.2 Cash flows from investing activities: Capital expenditures — (243.8) (104.4) — (348.2) Acquisition of theatre assets — (11.8) — — (11.8) Proceeds from disposition of long-term assets — 6.1 15.3 — 21.4 Investments in non-consolidated entities, net — (0.1) (9.4) — (9.5) Other, net — (0.3) — — (0.3) Net cash used in investing activities — (249.9) (98.5) — (348.4) Cash flows from financing activities: Proceeds from issuance of Term Loan due 2026 1,990.0 — — — 1,990.0 Payment of principal Senior Secured Notes due 2023 (230.0) — — — (230.0) Payment of principal Senior Subordinated Notes due 2022 (375.0) — — — (375.0) Call premiums paid for Senior Secured Notes due 2023 and Senior Subordinated Notes due 2022 (15.9) — — — (15.9) Principal payments under Term Loans due 2022 and 2023 (1,338.5) — — — (1,338.5) Repayments under Revolving Credit Facility — — (1.7) — (1.7) Scheduled principal payments under Term Loans (16.9) — — — (16.9) Principal payments under capital and financing lease obligations — (4.9) (3.6) — (8.5) Cash used to pay debt financing costs (11.7) — — — (11.7) Cash used to pay dividends (63.4) — — — (63.4) Taxes paid for restricted unit withholdings (1.3) — — — (1.3) Change in intercompany advances 5.8 14.1 (19.9) — — Net cash provided by (used in) financing activities (56.9) 9.2 (25.2) — (72.9) Effect of exchange rate changes on cash and cash equivalents and restricted cash (19.0) 19.6 (2.9) — (2.3) Net increase (decrease) in cash and cash equivalents and restricted cash — (158.1) (55.3) — (213.4) Cash and cash equivalents and restricted cash at beginning of period 0.3 177.8 145.9 — 324.0 Cash and cash equivalents and restricted cash at end of period $ 0.3 $ 19.7 $ 90.6 $ — $ 110.6 Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by operating activities $ 44.0 $ 218.3 $ 36.5 $ — $ 298.8 Cash flows from investing activities: Capital expenditures — (264.9) (110.0) — (374.9) Proceeds from sale leaseback transactions — 50.1 — — 50.1 Proceeds from disposition of NCM, Inc. shares — 162.5 — — 162.5 Proceeds from Screenvision merger — 45.8 — — 45.8 Proceeds from disposition of long-term assets — 8.2 5.7 — 13.9 Investments in non-consolidated entities, net — (11.0) — — (11.0) Other, net — (1.6) 0.9 — (0.7) Net cash used in investing activities — (10.9) (103.4) — (114.3) Cash flows from financing activities: Proceeds from issuance of convertible note due 2024 600.0 — — — 600.0 Net borrowings under Revolving Credit Facility — — 6.6 — 6.6 Principal payments under Term Loan (10.3) — — — (10.3) Principal payments under capital and financing lease obligations — (30.2) (23.3) — (53.5) Cash used to pay deferred financing costs (14.3) — — — (14.3) Cash used to pay dividends (237.4) — — — (237.4) Taxes paid for restricted unit withholdings (1.7) — — — (1.7) Retirement of Class B stock (422.9) (422.9) Purchase of treasury stock (21.8) — — — (21.8) Change in intercompany advances 87.2 (63.8) (23.4) — — Net cash used in financing activities (21.2) (94.0) (40.1) — (155.3) Effect of exchange rate changes on cash and cash equivalents and restricted cash (23.4) 24.3 (4.1) — (3.2) Net increase (decrease) in cash and cash equivalents and restricted cash (0.6) 137.7 (111.1) — 26.0 Cash and cash equivalents and restricted cash at beginning of period 1.1 95.9 221.3 — 318.3 Cash and cash equivalents and restricted cash at end of period $ 0.5 $ 233.6 $ 110.2 $ — $ 344.3 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Mar. 31, 2019shares | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)segment | Sep. 30, 2018USD ($) | Jun. 30, 2019 | Apr. 22, 2019 | Mar. 14, 2019$ / shares | Dec. 31, 2018USD ($) | Sep. 14, 2018 | |
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of reportable segments | segment | 2 | |||||||||
Accumulated depreciation | $ 1,708.1 | $ 1,708.1 | $ 1,697.1 | |||||||
Accumulated amortization | 21.3 | 21.3 | $ 72.9 | |||||||
Gain on divestment of equity method investment | $ 30 | |||||||||
Reduction of rent | 0 | 35 | ||||||||
Derivative Asset and Liability | ||||||||||
Increase in derivative asset | 8.5 | 0.5 | ||||||||
Decrease in derivative liability | $ (5.7) | $ (54.1) | $ 14.9 | $ (54.1) | ||||||
NCM | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Common units returned under Common Unit Adjustment Agreement | shares | 197,118 | |||||||||
Price per share (in dollars per share) | $ / shares | $ 7.24 | |||||||||
AC JV, LLC | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Ownership percentage | 32.00% | 32.00% | ||||||||
5.875% Senior Subordinated Notes due 2022 | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Stated interest rate (as a percent) | 5.875% | 5.875% | 5.875% | |||||||
5.75 % Senior Subordinated Notes due 2025 | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Stated interest rate (as a percent) | 5.75% | 5.75% | ||||||||
Maximum | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Ownership percentage | 50.00% | 50.00% | ||||||||
Consolidated Subsidiaries | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Noncontrolling interests in consolidated subsidiaries (as a percent) | 0.00% | 0.00% | ||||||||
Wanda | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Ownership percentage | 49.85% | 49.85% | ||||||||
Combined voting power held in Holdings (as a percent) | 74.89% | 74.89% | ||||||||
Wanda | Minimum | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Ownership percentage | 50.10% |
BASIS OF PRESENTATION - Other E
BASIS OF PRESENTATION - Other Expense (Income) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
BASIS OF PRESENTATION | ||||
Derivative liability fair value adjustment for embedded conversion feature in the Convertible Notes due 2024 | $ 5.7 | $ 54.1 | $ (14.9) | $ 54.1 |
Derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement | (8.5) | (0.5) | ||
Loss on GBP forward contract | 0.7 | 1.7 | 0.4 | |
Foriegn currency transactions (gain) losses | 0.1 | 0.7 | 1.1 | |
Non-operating components of net periodic benefit cost | 0.3 | 0.8 | 0.1 | |
Loss on repayment of indebtedness | 16.6 | |||
Fees related to modification of term loans | 0.4 | 0.4 | ||
Other | 0.4 | (0.4) | 0.7 | 1.4 |
Other expense (income) | $ (1.3) | $ 54.1 | $ 5.1 | $ 57.5 |
LEASES - (Details)
LEASES - (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |
Initial base terms of finance lease | 15 years |
Optional renewal term, operating lease | 20 years |
Optional renewal term, finance lease | 20 years |
Operating lease right-of-use assets, net | $ 4,794.9 |
Total lease liabilities | $ 5,425.7 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Initial base terms of operating leases | 12 years |
Operating lease, remaining lease term | 1 year |
Finance lease, remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Initial base terms of operating leases | 15 years |
Initial base terms of finance lease | 15 years |
Operating lease, remaining lease term | 25 years |
Finance lease, remaining lease term | 20 years |
LEASES - Lease assets and liabi
LEASES - Lease assets and liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
LEASES | ||
Operating lease right-of-use assets, net | $ 4,794.9 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Operating lease right-of-use assets, net | |
Finance lease right-of-use assets | $ 72.4 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, Plant and Equipment, Net | |
Total leased assets | $ 4,867.3 | |
Operating Lease, Liability, Current | $ 568.1 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Long Term Debt and Capital and Financing Lease Obligations, Current | |
Finance Lease, Liability, Current | $ 10 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Long Term Debt and Capital and Financing Lease Obligations, Current | |
Operating Lease, Liability, Noncurrent | $ 4,857.6 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Operating Lease, Liability, Noncurrent | |
Finance Lease, Liability, Noncurrent | $ 89.5 | $ 493.2 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Finance Lease, Liability, Noncurrent | |
Total lease liabilities | $ 5,525.2 |
LEASES - Stockholders' equity (
LEASES - Stockholders' equity (Details) - USD ($) $ in Millions | Jan. 01, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at the beginning of the period | $ 1,397.6 | |||
Cumulative effect of change made to accumulated deficit | $ (2.6) | $ 78.8 | $ (31.8) | |
Accounting Standards Update 2016-02 [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at the beginning of the period | (550.9) | |||
Derecognition of existing assets for certain sale leaseback transactions previously recorded in property, net | (405.9) | |||
Derecognition of existing liabilities for certain sale leaseback transactions previously recorded in current maturities of corporate borrowings and capital and financing lease obligations | 427.5 | |||
Derecognition of deferred gains from the sale leaseback transactions previously recorded in other long-term liabilities | 102.4 | |||
Difference in fair value compared to the basis of the right-of-use assets for theatres impaired under the new standard | (49) | |||
Deferred taxes | 1.2 | |||
Cumulative effect of change made to accumulated deficit | 76.2 | |||
Balance at the end of the period | $ (474.7) |
LEASES - Income statement (Deta
LEASES - Income statement (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Operating costs and expenses | ||||||||
Rent | $ 238.7 | $ 203.7 | $ 726.6 | $ 593.1 | ||||
Depreciation and amortization | 112.1 | 130.2 | 337.1 | 398.4 | ||||
Operating costs and expenses | 1,296 | 1,243.3 | 3,930.7 | 3,869.8 | ||||
Operating income (loss) | 20.8 | (21.9) | 92.6 | 177.7 | ||||
Interest on capital and financing lease obligations | 1.8 | 9.4 | 6 | 29.5 | ||||
Net earnings (loss) | (54.8) | $ 49.4 | $ (130.2) | $ (100.4) | $ 22.2 | $ 17.7 | (135.6) | $ (60.5) |
U.S. | ||||||||
Sale and leaseback | ||||||||
Rent payments for failed sale leasebacks | 11 | 33 | ||||||
Non-cash amortization expense for favorable lease terms | 4.6 | 13.7 | ||||||
Amortization of deferred gains on sale leaseback transactions | 1.8 | 5.4 | ||||||
International markets | ||||||||
Sale and leaseback | ||||||||
Rent payments for failed sale leasebacks | 9.9 | 29.7 | ||||||
Non-cash amortization expense for favorable lease terms | 1.5 | 5.8 | ||||||
Originally | ||||||||
Operating costs and expenses | ||||||||
Rent | 209.9 | 639 | ||||||
Depreciation and amortization | 136.1 | 409.1 | ||||||
Operating costs and expenses | 1,291.2 | 3,915.1 | ||||||
Operating income (loss) | 25.6 | 108.2 | ||||||
Interest on capital and financing lease obligations | 8.7 | 26.7 | ||||||
Net earnings (loss) | (56.9) | (140.7) | ||||||
As Adjusted | U.S. | ||||||||
Operating costs and expenses | ||||||||
Rent | 17.4 | 52.1 | ||||||
Depreciation and amortization | (13.4) | (40.2) | ||||||
Operating costs and expenses | 4 | 11.9 | ||||||
Operating income (loss) | (4) | (11.9) | ||||||
Interest on capital and financing lease obligations | (3.3) | (9.9) | ||||||
Net earnings (loss) | (0.7) | (2) | ||||||
As Adjusted | International markets | ||||||||
Operating costs and expenses | ||||||||
Rent | 11.4 | 35.5 | ||||||
Depreciation and amortization | (10.6) | (31.8) | ||||||
Operating costs and expenses | 0.8 | 3.7 | ||||||
Operating income (loss) | (0.8) | (3.7) | ||||||
Interest on capital and financing lease obligations | (3.6) | (10.8) | ||||||
Net earnings (loss) | $ 2.8 | $ 7.1 |
LEASES - Lease costs (Details)
LEASES - Lease costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Operating Leased Assets [Line Items] | ||
Amortization of finance lease assets | $ 2.1 | $ 7.3 |
Interest on lease liabilities | 1.8 | 6 |
Total lease cost | 256.5 | 796.2 |
Theatre Rent | ||
Operating Leased Assets [Line Items] | ||
Operating lease cost | 219 | 658.6 |
Variable lease cost | 19.7 | 68 |
Theatres | ||
Operating Leased Assets [Line Items] | ||
Operating lease cost | 1.6 | 4.5 |
Equipment | ||
Operating Leased Assets [Line Items] | ||
Operating lease cost | 3.5 | 10.5 |
Variable lease cost | 7.4 | 37.2 |
Office And Other | ||
Operating Leased Assets [Line Items] | ||
Operating lease cost | $ 1.4 | $ 4.1 |
LEASES - Lease terms and discou
LEASES - Lease terms and discount rates (Details) | Sep. 30, 2019 |
LEASES | |
Operating leases, weighted average remaining lease term | 10 years 2 months 12 days |
Finance leases, weighted average remaining lease term | 12 years 10 months 24 days |
Operating leases, weighted average discount rate | 7.20% |
Finance leases, weighted average discount rate | 6.50% |
LEASES - Cash flow information
LEASES - Cash flow information (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows used in finance leases | $ (6) |
Operating cash flows used in operating lease cost | (703.5) |
Financing cash flows used in finance leases | (8.5) |
Landloard contributions included in operating cashflows provided by operating leases | 89 |
Supplemental disclosure of noncash leasing activities: | |
Right-of-use asseta obtained in exchange for new operating lease liabilities | $ 304.4 |
LEASES - Minimum annual payment
LEASES - Minimum annual payments under leases (Details) $ in Millions | Sep. 30, 2019USD ($) |
Operating Lease Payments | |
2019 | $ 234.1 |
2020 | 927.3 |
2021 | 872.1 |
2022 | 811.4 |
2023 | 720.8 |
2024 | 644.5 |
Thereafter | 3,550.8 |
Total lease payments | 7,761 |
Less imputed interest | (2,335.3) |
Total | 5,425.7 |
Financing Lease Payments | |
2019 | 4 |
2020 | 16.1 |
2021 | 15.1 |
2022 | 14.6 |
2023 | 11.5 |
2024 | 10.3 |
Thereafter | 77.2 |
Total lease payments | 148.8 |
Less imputed interest | (49.3) |
Total | $ 99.5 |
LEASES - Future lease agreement
LEASES - Future lease agreements (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($)item | |
Signed lease agreements | $ | $ 308.1 |
Number of Theatres | 4 |
Future Lease Commitments | |
Number of Theatres | 14 |
Minimum | |
Lessee, Operating Lease, Term of Contract | 12 years |
Minimum | Future Lease Commitments | |
Lessee, Operating Lease, Term of Contract | 5 years |
Maximum | |
Lessee, Operating Lease, Term of Contract | 15 years |
Maximum | Future Lease Commitments | |
Lessee, Operating Lease, Term of Contract | 25 years |
LEASES - Prior year minimum ann
LEASES - Prior year minimum annual payments under leases (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Operating Leased Assets [Line Items] | |||
Lease incentive | $ 35 | ||
Reduction Of Rent Expense | $ 0 | $ 35 | |
Minimum Operating Lease Payments | |||
Operating Leased Assets [Line Items] | |||
2019 | $ 810.2 | ||
2020 | 801.9 | ||
2021 | 748.9 | ||
2022 | 687.5 | ||
2023 | 597.1 | ||
Thereafter | 3,367.6 | ||
Total minimum payments required | 7,013.2 | ||
Capital And Finance Lease Obligations Miminum Payments | |||
Operating Leased Assets [Line Items] | |||
2019 | 100.7 | ||
2020 | 96.6 | ||
2021 | 87.8 | ||
2022 | 82.7 | ||
2023 | 70.4 | ||
Thereafter | 331.5 | ||
Total minimum payments required | 769.7 | ||
Capital And Finance Lease Obligations Less Interest | |||
Operating Leased Assets [Line Items] | |||
2019 | 33.7 | ||
2020 | 29.4 | ||
2021 | 25.2 | ||
2022 | 21.1 | ||
2023 | 17.3 | ||
Thereafter | 82.7 | ||
Total minimum payments required | 209.4 | ||
Capital And Finance Lease Obligations Principal | |||
Operating Leased Assets [Line Items] | |||
2019 | 67 | ||
2020 | 67.2 | ||
2021 | 62.6 | ||
2022 | 61.6 | ||
2023 | 53.1 | ||
Thereafter | 248.8 | ||
Total minimum payments required | $ 560.3 |
REVENUE RECOGNITION - Cummulati
REVENUE RECOGNITION - Cummulative information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Balance sheet | |||||||||
Other long-term assets | $ 537.9 | $ 537.9 | $ 505.5 | ||||||
Deferred revenues and income | 347.5 | 347.5 | 414.8 | ||||||
Exhibitor services agreement | 553.8 | 553.8 | 564 | ||||||
Accumulated deficit | (673.5) | (673.5) | $ (550.9) | ||||||
Revenues | |||||||||
Revenue | 1,316.8 | $ 1,221.4 | 4,023.3 | $ 4,047.5 | |||||
Operating costs and expenses | |||||||||
Operating expenses, excluding depreciation and amortization below | 419 | 400.5 | 1,259.2 | 1,236.9 | |||||
Non-cash NCM exhibitor services agreement | 10.1 | 10.3 | 30.4 | 31.2 | |||||
Net earnings (loss) | (54.8) | $ 49.4 | $ (130.2) | (100.4) | $ 22.2 | $ 17.7 | (135.6) | (60.5) | |
Admissions | |||||||||
Revenues | |||||||||
Revenue | 797.3 | 751.4 | 2,424.3 | 2,522.7 | |||||
Food and beverage | |||||||||
Revenues | |||||||||
Revenue | 420 | 384.8 | 1,281.3 | 1,236.4 | |||||
Total other theatre | |||||||||
Revenues | |||||||||
Revenue | 99.5 | 85.2 | 317.7 | 288.4 | |||||
Advertising | |||||||||
Revenues | |||||||||
Revenue | 32.1 | 31.2 | 102.3 | 102.5 | |||||
Other theatre | |||||||||
Revenues | |||||||||
Revenue | $ 67.4 | $ 54 | $ 215.4 | $ 185.9 |
REVENUE RECOGNITION - Additiona
REVENUE RECOGNITION - Additional disclosures (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | ||||
Jan. 31, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | |
Exhibitor Services Agreement | ||||||
Cumulative effect adjustments for the adoption of new accounting principles | $ (2.6) | $ 78.8 | $ (31.8) | |||
Customer Frequency Program | ||||||
Deferred revenues and income | $ 347.5 | $ 414.8 | ||||
Gift Card And Ticket Exchange | ||||||
Customer Frequency Program | ||||||
Redemption period | 24 months | |||||
Deferred revenues and income | 257.8 | |||||
Loyalty Program | ||||||
Customer Frequency Program | ||||||
Redemption period | 24 months | |||||
Deferred revenues and income | 56.2 | |||||
Exhibitor Services Agreement | ||||||
Customer Frequency Program | ||||||
Expected to be recognized as revenue | 553.8 | |||||
Exhibitor Services Agreement | Six Months Ended June 30, 2019 | ||||||
Customer Frequency Program | ||||||
Expected to be recognized as revenue | 4.1 | |||||
Exhibitor Services Agreement | Year Ended 2020 | ||||||
Customer Frequency Program | ||||||
Expected to be recognized as revenue | 16.9 | |||||
Exhibitor Services Agreement | Year Ended 2021 | ||||||
Customer Frequency Program | ||||||
Expected to be recognized as revenue | 18.1 | |||||
Exhibitor Services Agreement | Year Ended 2022 | ||||||
Customer Frequency Program | ||||||
Expected to be recognized as revenue | 19.5 | |||||
Exhibitor Services Agreement | Year Ended 2023 | ||||||
Customer Frequency Program | ||||||
Expected to be recognized as revenue | 20.9 | |||||
Exhibitor Services Agreement | Year Ended 2024 | ||||||
Customer Frequency Program | ||||||
Expected to be recognized as revenue | 22.5 | |||||
Exhibitor Services Agreement | Years Ended 2025 through February 2037 | ||||||
Customer Frequency Program | ||||||
Expected to be recognized as revenue | $ 451.8 |
REVENUE RECOGNITION - Disaggreg
REVENUE RECOGNITION - Disaggregation of revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 1,316.8 | $ 1,221.4 | $ 4,023.3 | $ 4,047.5 |
Admissions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 797.3 | 751.4 | 2,424.3 | 2,522.7 |
Food and beverage | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 420 | 384.8 | 1,281.3 | 1,236.4 |
Total other theatre | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 99.5 | 85.2 | 317.7 | 288.4 |
Advertising | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 32.1 | 31.2 | 102.3 | 102.5 |
Other theatre | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 67.4 | 54 | 215.4 | 185.9 |
Products and services transferred at point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,215.2 | 1,162.4 | 3,735.4 | 3,891.8 |
Products and services transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 101.6 | $ 59 | $ 287.9 | $ 155.7 |
REVENUE RECOGNITION - Receivabl
REVENUE RECOGNITION - Receivables and deferred revenue (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Receivables related to contracts with customers | $ 62.1 | $ 183.2 |
Miscellaneous receivables | 95.8 | 76.3 |
Receivables, net | 157.9 | 259.5 |
Current liabilities | ||
Deferred revenue related to contracts with customers | 345.7 | 412.8 |
Miscellaneous deferred income | 1.8 | 2 |
Deferred revenues and income | $ 347.5 | $ 414.8 |
REVENUE RECOGNITION - Changes i
REVENUE RECOGNITION - Changes in liabilities (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Deferred revenues related to contracts with customers | ||||
Begininning balance | $ 412.8 | |||
Customer loyalty awards accumulated, net of expirations | 45.3 | $ 81.3 | ||
Foreign currency translation adjustment, net of tax | $ (68.2) | $ (5.7) | (102.9) | $ (101.6) |
Ending balance | 345.7 | 345.7 | ||
Exhibitor Services Agreement | ||||
Deferred revenues related to contracts with customers | ||||
Begininning balance | $ 564 | |||
Common Unit Adjustment - surrender of common units | 1.4 | |||
Reclassification revenue, as the result of performance obligations satisfied | $ (11.6) | |||
Ending balance | 553.8 | $ 553.8 | ||
Term of amortization of the exhibitor services agreement (ESA) with NCM | 30 years | |||
Accounting Standards Update 2014-09 - Revenue from contracts | ||||
Deferred revenues related to contracts with customers | ||||
Begininning balance | $ 412.8 | |||
Cash received in advance | 253.6 | |||
Business combination - Nordic purchase price allocation | (1.5) | |||
Foreign currency translation adjustment, net of tax | (2) | |||
Ending balance | $ 345.7 | 345.7 | ||
Accounting Standards Update 2014-09 - Revenue from contracts | Admissions | ||||
Deferred revenues related to contracts with customers | ||||
Customer loyalty awards accumulated, net of expirations | 22.7 | |||
Reclassification revenue, as the result of performance obligations satisfied | (250.5) | |||
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 | 49.5 | |||
Reclassification revenue, as the result of performance obligations satisfied | (73) | |||
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 | 2.1 | |||
Reclassification revenue, as the result of performance obligations satisfied | $ (68) |
GOODWILL (Details)
GOODWILL (Details) $ in Millions | Sep. 14, 2018USD ($)shares | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($)item | Sep. 30, 2018USD ($) |
Goodwill [Roll Forward] | ||||
Balance at the beginning of the period | $ 4,788.7 | |||
Effect of foreign currency exchange | (94.9) | |||
Balance at the end of the period | 4,693.8 | $ 4,788.7 | ||
Number of reporting units | item | 3 | |||
U.S. | ||||
Goodwill [Roll Forward] | ||||
Balance at the beginning of the period | 3,072.6 | |||
Balance at the end of the period | $ 3,072.6 | $ 3,072.6 | ||
Percentage the reporting unit's carrying value exceeds its fairvalue | 9.90% | |||
International markets | ||||
Goodwill [Roll Forward] | ||||
Balance at the beginning of the period | $ 1,716.1 | |||
Effect of foreign currency exchange | (94.9) | |||
Balance at the end of the period | $ 1,621.2 | 1,716.1 | ||
Percentage the reporting unit's carrying value exceeds its fairvalue | 11.80% | |||
2.95% Senior Unsecured Convertible Notes due 2024 | ||||
Goodwill [Roll Forward] | ||||
Principal balance | $ 600 | $ 600 | $ 600 | $ 600 |
2.95% Senior Unsecured Convertible Notes due 2024 | Class B common stock | ||||
Goodwill [Roll Forward] | ||||
Common stock repurchased and cancellation (in shares) | shares | 24,057,143 |
INVESTMENTS (Details)
INVESTMENTS (Details) $ / shares in Units, $ in Millions | Mar. 14, 2019$ / sharesshares | Mar. 31, 2019shares | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)item | Sep. 30, 2018USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Investments | ||||||||
Number of theatres | item | 4 | |||||||
Equity Method Investments Ownership Transactions [Abstract] | ||||||||
Gain on divestment of equity method investment | $ 30 | |||||||
Recorded equity in earnings | $ 7.5 | $ 70 | $ 24.2 | 74 | ||||
Europe | ||||||||
Investments | ||||||||
Ownership percentage | 50.00% | 50.00% | ||||||
Number of theatres | item | 58 | |||||||
5.0% Promissory Note payable to NCM due 2019 | ||||||||
Equity Method Investments Ownership Transactions [Abstract] | ||||||||
Stated interest rate (as a percent) | 5.00% | 5.00% | ||||||
NCM | ||||||||
Investments | ||||||||
Common units returned under Common Unit Adjustment Agreement | shares | 197,118 | |||||||
Value of common units returned under Unit Adjustment agreement | shares | 1,300,000 | |||||||
Equity Method Investments Ownership Transactions [Abstract] | ||||||||
Gain (loss) on sale | (1.1) | |||||||
Impairment of investment | 16 | |||||||
Price per share (in dollars per share) | $ / shares | $ 7.24 | |||||||
Recorded equity in earnings | 28.9 | |||||||
Loss NCM charged to merger, acquisition and transaction costs | (1.1) | |||||||
DCM | ||||||||
Investments | ||||||||
Ownership percentage | 50.00% | 50.00% | ||||||
SV Holdco | ||||||||
Investments | ||||||||
Ownership percentage | 18.20% | 18.20% | ||||||
AC JV, LLC | ||||||||
Investments | ||||||||
Ownership percentage | 32.00% | 32.00% | ||||||
DCIP | ||||||||
Investments | ||||||||
Ownership percentage | 29.00% | 29.00% | ||||||
Equity Method Investments Ownership Transactions [Abstract] | ||||||||
Recorded equity in earnings | $ 6.5 | 7.4 | $ 21.1 | 20.9 | ||||
SSC | ||||||||
Investments | ||||||||
Ownership percentage | 10.00% | 10.00% | ||||||
Other | ||||||||
Equity Method Investments Ownership Transactions [Abstract] | ||||||||
Recorded equity in earnings | $ 1 | 3.6 | $ 3.1 | 5.3 | ||||
DCDC | ||||||||
Investments | ||||||||
Ownership percentage | 14.60% | 14.60% | ||||||
Screenvision | ||||||||
Equity Method Investments Ownership Transactions [Abstract] | ||||||||
Gain (loss) on sale | 30.1 | |||||||
Recorded equity in earnings | 30.1 | $ 30.5 | ||||||
Loss NCM charged to merger, acquisition and transaction costs | $ 30.1 | |||||||
Maximum | ||||||||
Investments | ||||||||
Ownership percentage | 50.00% | 50.00% |
INVESTMENTS - Sum. Finan. Info
INVESTMENTS - Sum. Finan. Info and Earnings (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Investments | ||||
Recorded equity in earnings | $ 7.5 | $ 70 | $ 24.2 | $ 74 |
NCM | ||||
Investments | ||||
Recorded equity in earnings | 28.9 | |||
NCM, Inc and NCM, LLC | ||||
Investments | ||||
Recorded equity in earnings | 28.9 | 17.3 | ||
DCIP | ||||
Investments | ||||
Revenues | 40.1 | 43.4 | 125.8 | 127 |
Operating costs and expenses | 17.8 | 19.1 | 56.5 | 59 |
Net earnings (loss) | 22.3 | 24.3 | 69.3 | 68 |
Recorded equity in earnings | 6.5 | 7.4 | 21.1 | 20.9 |
Screenvision | ||||
Investments | ||||
Recorded equity in earnings | 30.1 | 30.5 | ||
Other | ||||
Investments | ||||
Recorded equity in earnings | $ 1 | $ 3.6 | $ 3.1 | $ 5.3 |
INVESTMENTS - Related Party Tra
INVESTMENTS - Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
DCM | |||||
Related Party Transactions | |||||
Amounts due from affiliate | $ 2 | $ 2 | $ 2.8 | ||
Loan receivable from affiliate | 0.7 | 0.7 | 0.6 | ||
Related party revenues | 5.5 | $ 4.2 | 14.7 | $ 13.4 | |
DCIP | |||||
Related Party Transactions | |||||
Amounts due from affiliate | 3.5 | 3.5 | 3.4 | ||
Amounts due to affiliate | (7.8) | ||||
Related party expenses | 0.8 | 1.4 | $ 2.7 | 4.4 | |
Equipment rental term | 12 years | ||||
AC JV, LLC | |||||
Related Party Transactions | |||||
Amounts due to affiliate | (1.6) | $ (1.6) | (2.5) | ||
Related party expenses | 2.9 | 3.5 | 13 | 8.5 | |
Screenvision | |||||
Related Party Transactions | |||||
Amounts due from affiliate | 1.9 | 1.9 | 2.7 | ||
Related party revenues | 3.8 | $ 3.8 | 11.5 | $ 11.3 | |
Nordic | |||||
Related Party Transactions | |||||
Amounts due from affiliate | 1.6 | 1.6 | 2.6 | ||
Amounts due to affiliate | (1.6) | (1.6) | $ (1.7) | ||
SSC | |||||
Related Party Transactions | |||||
Amounts due from affiliate | $ 6.3 | $ 6.3 |
CORPORATE BORROWINGS (Details)
CORPORATE BORROWINGS (Details) - USD ($) $ in Millions | Apr. 22, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 14, 2018 |
CORPORATE BORROWINGS | |||||
Defered charges | $ (90.7) | $ (104.4) | |||
Net premiums | (73.1) | (64.4) | |||
Derivative liability | 9.1 | 24 | |||
Long-term Debt and Capital Lease Obligations, Including Current Maturities, Total | 4,831 | 5,283.2 | |||
Current maturities corporate borrowings | (21.4) | (15.2) | |||
Current maturities of finance lease liabilities | (10) | ||||
Current maturities capial and financing lease obligations | (67) | ||||
Corporate borrowings and capital and financing lease obligations, non-current | 4,799.6 | 5,201 | |||
Senior secured revolving credit facility maturing April 22, 2024 | LIBOR | |||||
CORPORATE BORROWINGS | |||||
Stated interest rate (as a percent) | 2.25% | ||||
Spread on variable rate basis (as a percent) | 1.00% | ||||
Odeon Revolving Credit Facility | |||||
CORPORATE BORROWINGS | |||||
Corporate borrowings and capital and financing lease obligations | $ 10 | 11.9 | |||
Stated interest rate (as a percent) | 0.75% | ||||
Spread on variable rate basis (as a percent) | 2.50% | ||||
Senior Secured Credit Facility Term-Loan Due 2026 | |||||
CORPORATE BORROWINGS | |||||
Corporate borrowings and capital and financing lease obligations | $ 1,990 | ||||
Stated interest rate (as a percent) | 5.23% | ||||
Senior Secured Credit Facility Term-Loan due 2022 | |||||
CORPORATE BORROWINGS | |||||
Corporate borrowings and capital and financing lease obligations | 854.2 | ||||
Senior Secured Credit Facility Term Loan due 2023 | |||||
CORPORATE BORROWINGS | |||||
Corporate borrowings and capital and financing lease obligations | 491.2 | ||||
6.0% Senior Secured Notes due 2023 | |||||
CORPORATE BORROWINGS | |||||
Corporate borrowings and capital and financing lease obligations | $ 230 | ||||
Stated interest rate (as a percent) | 6.00% | 6.00% | 6.00% | ||
2.95% Senior Unsecured Convertible Notes due 2024 | |||||
CORPORATE BORROWINGS | |||||
Corporate borrowings and capital and financing lease obligations | $ 600 | $ 600 | |||
Defered charges | (11.6) | (13) | |||
Net premiums | (77.1) | (86.7) | |||
Derivative liability | 9.1 | 24 | $ 90.4 | ||
Effective interest rate for borrowings | 5.98% | ||||
Stated interest rate (as a percent) | 2.95% | 2.95% | |||
5.0% Promissory Note payable to NCM due 2019 | |||||
CORPORATE BORROWINGS | |||||
Corporate borrowings and capital and financing lease obligations | 1.3 | $ 1.3 | |||
Stated interest rate (as a percent) | 5.00% | 5.00% | |||
5.875% Senior Subordinated Notes due 2022 | |||||
CORPORATE BORROWINGS | |||||
Corporate borrowings and capital and financing lease obligations | $ 375 | ||||
Stated interest rate (as a percent) | 5.875% | 5.875% | 5.875% | ||
6.375% Senior Subordinated Notes due 2024 | |||||
CORPORATE BORROWINGS | |||||
Corporate borrowings and capital and financing lease obligations | 614.9 | $ 634.1 | |||
Stated interest rate (as a percent) | 6.375% | 6.375% | |||
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% | |||
5.875% 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% | |||
6.125% Senior Subordinated Notes due 2027 | |||||
CORPORATE BORROWINGS | |||||
Corporate borrowings and capital and financing lease obligations | 475 | $ 475 | |||
Stated interest rate (as a percent) | 6.125% | 6.125% | |||
Finance lease obligations | |||||
CORPORATE BORROWINGS | |||||
Corporate borrowings and capital and financing lease obligations | $ 99.5 | $ 560.3 |
CORPORATE BORROWINGS - Senior S
CORPORATE BORROWINGS - Senior Secured Convertible Notes (Details) - USD ($) $ in Millions | Apr. 22, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||||
Payment of debt | $ 16.9 | $ 10.3 | |||
Extinguishment losses | $ (16.6) | ||||
Senior Secured Credit Facility Term-Loan Due 2026 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 2,225 | ||||
Stated interest rate (as a percent) | 5.23% | ||||
Threshold percentage of equity interests pledged | 100.00% | ||||
Threshold minimum percentage of voting stock | 65.00% | ||||
Senior secured tranche B loan maturing April 22, 2026 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 2,000 | ||||
Threshold percentage of annual excess cash flow | 50.00% | ||||
Threshold percentage of annual excess cash flow if net leverage ratio is attained | 0.00% | ||||
Threshold percentage of net cash proceeds of non-ordinary course asset sales | 100.00% | ||||
Threshold percentage of proceeds right to reinvest | 100.00% | ||||
Threshold percentage of net proceeds of issuance or incurrance of debt | 100.00% | ||||
Premium on repayment (as a percent) | 1.00% | ||||
Senior secured revolving credit facility maturing April 22, 2024 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 225 | ||||
Senior Secured Credit Facility Term Loans Due 2022 And 2023 | |||||
Debt Instrument [Line Items] | |||||
Payment of debt | 1,338.5 | $ 1,338.5 | |||
Loss on repayment of indebtedness | 16.6 | ||||
Extinguishment losses | 14.1 | ||||
Third party costs related to modification | $ 2.5 | ||||
5.875% Senior Subordinated Notes due 2022 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate (as a percent) | 5.875% | 5.875% | 5.875% | ||
6.0% Senior Secured Notes due 2023 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate (as a percent) | 6.00% | 6.00% | 6.00% | ||
Federal Funds Effective Rate | Senior secured tranche B loan maturing April 22, 2026 | |||||
Debt Instrument [Line Items] | |||||
Spread (as a percent) | 0.50% | ||||
Federal Funds Effective Rate | Senior secured revolving credit facility maturing April 22, 2024 | |||||
Debt Instrument [Line Items] | |||||
Spread (as a percent) | 0.50% | ||||
LIBOR | Senior secured tranche B loan maturing April 22, 2026 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate (as a percent) | 3.00% | ||||
Spread (as a percent) | 1.00% | ||||
LIBOR | Senior secured revolving credit facility maturing April 22, 2024 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate (as a percent) | 2.25% | ||||
Spread (as a percent) | 1.00% |
CORPORATE BORROWINGS - Senior U
CORPORATE BORROWINGS - Senior Unsecured Convertible Notes (Details) | Aug. 02, 2019USD ($) | May 03, 2019USD ($) | Feb. 15, 2019USD ($) | Sep. 30, 2018USD ($)item | Sep. 25, 2018USD ($)$ / shares | Sep. 14, 2018USD ($)item$ / sharesshares | Sep. 30, 2019USD ($)$ / shares | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Sep. 30, 2019USD ($)$ / shares | Sep. 30, 2018USD ($) | Jun. 30, 2019 | Dec. 31, 2018USD ($) | Sep. 04, 2018USD ($) |
CORPORATE BORROWINGS | ||||||||||||||
Discount | $ (73,100,000) | $ (73,100,000) | $ (64,400,000) | |||||||||||
Defered charges | (90,700,000) | (90,700,000) | (104,400,000) | |||||||||||
Derivative liability | 9,100,000 | 9,100,000 | 24,000,000 | |||||||||||
Special dividend value | $ 21,300,000 | $ 21,300,000 | $ 21,300,000 | $ 1.55 | ||||||||||
Value of stock repurchased and canceled | $ 422,900,000 | $ 8,200,000 | ||||||||||||
Interest expense | 73,200,000 | 64,300,000 | 218,700,000 | $ 188,200,000 | ||||||||||
Other income (expense) related to derivative assets and liabilities | 1,300,000 | (54,100,000) | (5,100,000) | (57,500,000) | ||||||||||
Class A common stock | ||||||||||||||
CORPORATE BORROWINGS | ||||||||||||||
Special dividend value | 0.20 | |||||||||||||
Class B common stock | ||||||||||||||
CORPORATE BORROWINGS | ||||||||||||||
Special dividend value | $ 0.20 | |||||||||||||
2.95% Senior Unsecured Convertible Notes due 2024 | ||||||||||||||
CORPORATE BORROWINGS | ||||||||||||||
Principal balance | $ 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | |||||||
Discount | (77,100,000) | (77,100,000) | (86,700,000) | |||||||||||
Defered charges | (11,600,000) | (11,600,000) | (13,000,000) | |||||||||||
Derivative liability | $ 90,400,000 | 9,100,000 | 9,100,000 | 24,000,000 | ||||||||||
Carrying value | 520,400,000 | 520,400,000 | $ 524,300,000 | |||||||||||
Stated interest rate (as a percent) | 2.95% | 2.95% | ||||||||||||
Deferred financing costs | $ 13,600,000 | |||||||||||||
Effective interest rate | 5.98% | |||||||||||||
Interest expense | 8,200,000 | $ 1,500,000 | 24,200,000 | $ 54,100,000 | ||||||||||
Other income | 8,500,000 | 500,000 | ||||||||||||
Other income (expense) related to derivative assets and liabilities | 5,700,000 | (14,900,000) | ||||||||||||
Change fair value of derivative | $ (5,700,000) | 14,900,000 | ||||||||||||
If-converted value in excess of principal | $ 261,200,000 | |||||||||||||
Price per share (in dollars per share) | $ / shares | $ 10.70 | $ 10.70 | ||||||||||||
Conversion rate | 52.7704 | |||||||||||||
Conversion rate (in dollars per share) | $ / shares | $ 18.95 | |||||||||||||
Minimum conversion price percentage causing a reset conversion price | 120.00% | |||||||||||||
Number of days needed to cause a reset conversion price | item | 10 | |||||||||||||
Maximum allowed percentage of outstanding fully-diluted share capital resulting a conversion price floor | 30.00% | |||||||||||||
Maximum dividends allowed through the second anniversary of issuance | $ / shares | $ 0.20 | |||||||||||||
Maximum dividends allowed after the second anniversary of issuance | $ / shares | $ 0.10 | |||||||||||||
Threshold percentage of stock price trigger | 150.00% | |||||||||||||
Debt Instrument, Convertible, Threshold Trading Days | item | 20 | |||||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | item | 30 | |||||||||||||
Internal rate of return | 15.00% | |||||||||||||
2.95% Senior Unsecured Convertible Notes due 2024 | (Increase) decrease to Net Earnings (Loss) | ||||||||||||||
CORPORATE BORROWINGS | ||||||||||||||
Discount | $ 9,600,000 | $ 9,600,000 | ||||||||||||
Defered charges | 1,400,000 | 1,400,000 | ||||||||||||
Derivative liability | (14,900,000) | (14,900,000) | ||||||||||||
Carrying value | $ (3,900,000) | $ (3,900,000) | ||||||||||||
2.95% 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 | |||||||||||||
2.95% Senior Unsecured Convertible Notes due 2024 | Class A common stock | ||||||||||||||
CORPORATE BORROWINGS | ||||||||||||||
Conversion rate (in dollars per share) | $ / shares | $ 18.95 | $ 18.95 | ||||||||||||
Number of shares upon conversion | 31,662,269 | 31,662,269 | ||||||||||||
2.95% Senior Unsecured Convertible Notes due 2024 | Class B common stock | ||||||||||||||
CORPORATE BORROWINGS | ||||||||||||||
Derivative asset | $ 10,700,000 | |||||||||||||
Common stock repurchased and cancellation (in shares) | shares | 24,057,143 | |||||||||||||
Value of stock repurchased and canceled | $ 421,000,000 | |||||||||||||
Legal fees | $ 2,600,000 | |||||||||||||
Price per share (in dollars per share) | $ / shares | $ 17.50 | |||||||||||||
Number of shares upon conversion | item | 5,666,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | Aug. 02, 2019USD ($)$ / shares | Jul. 08, 2019itemshares | May 07, 2019itemshares | May 03, 2019USD ($)$ / shares | Mar. 06, 2019USD ($)item$ / sharesshares | Feb. 15, 2019USD ($)$ / shares | Sep. 30, 2018item | Sep. 14, 2018USD ($)item$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($)shares | Mar. 31, 2018USD ($) | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) |
Dividends | |||||||||||||||||
Cash dividend declared (in dollars per share) | $ / shares | $ 0.20 | $ 0.20 | $ 0.20 | ||||||||||||||
Dividends declared | $ 21,300,000 | $ 21,300,000 | $ 21,300,000 | $ 1.55 | |||||||||||||
Dividends and dividend equivalents | $ 63,400,000 | $ 237,400,000 | |||||||||||||||
Shares surrendered to pay for payroll taxes, value | $ 300,000 | $ 1,100,000 | $ 1,800,000 | ||||||||||||||
Additional paid-in capital | $ 2,008,900,000 | 2,008,900,000 | $ 1,998,400,000 | ||||||||||||||
Value of stock repurchased and canceled | $ 422,900,000 | $ 8,200,000 | |||||||||||||||
Reclassification from temporary equity | 400,000 | $ 100,000 | 300,000 | ||||||||||||||
Equity disclosures | |||||||||||||||||
Recorded stock-based compensation expense | 2,100,000 | 11,500,000 | |||||||||||||||
Treasury Stock | |||||||||||||||||
Dividends | |||||||||||||||||
Common stock repurchased and cancellation (in shares) | shares | 500,000 | ||||||||||||||||
Value of stock repurchased and canceled | $ 8,200,000 | ||||||||||||||||
Additional Paid-in Capital | |||||||||||||||||
Dividends | |||||||||||||||||
Shares surrendered to pay for payroll taxes, value | $ 300,000 | 1,100,000 | 1,800,000 | ||||||||||||||
Value of stock repurchased and canceled | 256,700,000 | ||||||||||||||||
Reclassification from temporary equity | $ 400,000 | $ 100,000 | $ 300,000 | ||||||||||||||
G&A: Other | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | 2,100,000 | $ 4,200,000 | 11,500,000 | $ 10,900,000 | |||||||||||||
2.95% Senior Unsecured Convertible Notes due 2024 | |||||||||||||||||
Dividends | |||||||||||||||||
Carrying value | $ 520,400,000 | $ 520,400,000 | 524,300,000 | ||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 10.70 | $ 10.70 | |||||||||||||||
Equity disclosures | |||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 10.70 | $ 10.70 | |||||||||||||||
Maximum | |||||||||||||||||
Dividends | |||||||||||||||||
Ownership percentage | 50.00% | 50.00% | |||||||||||||||
Employee | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Increase (decrease) to additional paid-in capital related to stock based compensation | $ 400,000 | ||||||||||||||||
Shares of RSU and PSU | |||||||||||||||||
Forfeited (in shares) | shares | (75,712) | ||||||||||||||||
RSU and PSU Units | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Restricted stock unit granted (in shares) | shares | 1,460,334 | ||||||||||||||||
Shares of RSU and PSU | |||||||||||||||||
Balance at the beginning of the period (in shares) | shares | 1,934,447 | 1,934,447 | |||||||||||||||
Granted (in shares) | shares | 1,460,334 | ||||||||||||||||
Vested (in shares) | shares | (303,201) | ||||||||||||||||
Forfeited (in shares) | shares | (153,871) | ||||||||||||||||
Canceled | shares | (100,840) | ||||||||||||||||
Nonvested at the end of the period (in shares) | shares | 2,836,869 | 2,836,869 | |||||||||||||||
Weighted Average Grant Date Fair Value | |||||||||||||||||
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 21.50 | $ 21.50 | |||||||||||||||
Granted (in dollars per share) | $ / shares | 15.13 | ||||||||||||||||
Vested (in dollars per share) | $ / shares | 21.76 | ||||||||||||||||
Forfeited (in dollars per share) | $ / shares | 16.94 | ||||||||||||||||
Cancelled (in dollars per share) | $ / shares | 21.46 | ||||||||||||||||
Unvested at the end of the period (in dollars per share) | $ / shares | $ 17.62 | $ 17.62 | |||||||||||||||
2018 RSU awards | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Recorded stock-based compensation expense | $ 700,000 | $ 2,400,000 | |||||||||||||||
2017 RSU awards | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Recorded stock-based compensation expense | $ 400,000 | $ 1,300,000 | |||||||||||||||
Performance Vesting | Members of management and executive officers | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Restricted stock unit granted (in shares) | shares | 730,167 | ||||||||||||||||
Number of days from the termination of service for settlement of fully vested units | 30 days | ||||||||||||||||
Period of cumulative adjusted EBITDA, diluted earnings pershare, and net profit results to meet the performance target condition | 3 years | ||||||||||||||||
Awards to be granted upon achieving 100% of performance target (in shares) | shares | 730,167 | ||||||||||||||||
Awards to be granted if target not achieved (in shares) | shares | 0 | ||||||||||||||||
Shares of RSU and PSU | |||||||||||||||||
Granted (in shares) | shares | 730,167 | ||||||||||||||||
Performance Vesting | Members of management and executive officers | Minimum | |||||||||||||||||
Equity disclosures | |||||||||||||||||
PSUs vesting as a percentage of performance target | 80.00% | ||||||||||||||||
Percentage of performance target | 30.00% | ||||||||||||||||
Performance Vesting | Members of management and executive officers | Maximum | |||||||||||||||||
Equity disclosures | |||||||||||||||||
PSUs vesting as a percentage of performance target | 120.00% | ||||||||||||||||
Percentage of performance target | 200.00% | ||||||||||||||||
Performance Vesting | Members of management and executive officers | Prior to January 2, 2019 | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Awards forfeited (as a percent) | 66.67% | 66.67% | |||||||||||||||
Performance Vesting | Members of management and executive officers | Prior to January 2, 2020 | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Awards forfeited (as a percent) | 33.33% | 33.33% | |||||||||||||||
2013 Equity Incentive Plan | RSU and PSU Units | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Fair value of stock at grant date (in dollars per share) | $ / shares | $ 15.13 | ||||||||||||||||
2013 Equity Incentive Plan | Restricted stock unit | Members of management | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Restricted stock unit granted (in shares) | shares | 730,167 | ||||||||||||||||
Number of shares to be received for each unit | shares | 1 | ||||||||||||||||
Number of days from the termination of service for settlement of fully vested units | 30 days | ||||||||||||||||
Grant date fair value (in dollars) | $ 11,000,000 | ||||||||||||||||
Shares of RSU and PSU | |||||||||||||||||
Granted (in shares) | shares | 730,167 | ||||||||||||||||
Related Party Transactions | |||||||||||||||||
Percentage of options that will vest on each of the anniversaries from the date of grant | 33.00% | ||||||||||||||||
2013 Equity Incentive Plan | Restricted stock unit | Executive officers | |||||||||||||||||
Related Party Transactions | |||||||||||||||||
Vesting period (in years) | 3 years | ||||||||||||||||
2013 Equity Incentive Plan | Performance Vesting | Members of management | |||||||||||||||||
Dividends | |||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 15.13 | ||||||||||||||||
Equity disclosures | |||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 15.13 | ||||||||||||||||
Class A common stock | |||||||||||||||||
Dividends | |||||||||||||||||
Dividends declared | 0.20 | ||||||||||||||||
Class A common stock | 2.95% Senior Unsecured Convertible Notes due 2024 | |||||||||||||||||
Dividends | |||||||||||||||||
Number of shares upon conversion | 31,662,269 | 31,662,269 | |||||||||||||||
Class A common stock | 2013 Equity Incentive Plan | Board of Director | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Number of Board of Directors to whom common stock was granted | item | 1 | 1 | 5 | ||||||||||||||
Shares granted | shares | 3,665 | 3,096 | 25,703 | ||||||||||||||
Class A common stock | 2013 Equity Incentive Plan | Board of Director | Other General And Administrative Expense Caption [Member] | |||||||||||||||||
Equity disclosures | |||||||||||||||||
Stock-based compensation expense included in general and administrative expenses | $ 500,000 | ||||||||||||||||
Class B common stock | |||||||||||||||||
Dividends | |||||||||||||||||
Dividends declared | $ 0.20 | ||||||||||||||||
Class B common stock | 2.95% Senior Unsecured Convertible Notes due 2024 | |||||||||||||||||
Dividends | |||||||||||||||||
Common stock repurchased and cancellation (in shares) | shares | 24,057,143 | ||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 17.50 | ||||||||||||||||
Value of stock repurchased and canceled | $ 421,000,000 | ||||||||||||||||
Legal fees | $ 2,600,000 | ||||||||||||||||
Number of shares upon conversion | item | 5,666,000 | ||||||||||||||||
Equity disclosures | |||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 17.50 | ||||||||||||||||
Wanda | |||||||||||||||||
Dividends | |||||||||||||||||
Receivable due from related party | $ 600,000 | 600,000 | 900,000 | ||||||||||||||
Reimbursements | $ 100,000 | $ 200,000 | |||||||||||||||
Ownership percentage | 49.85% | 49.85% | |||||||||||||||
Combined voting power held in Holdings (as a percent) | 74.89% | 74.89% | |||||||||||||||
Related Party Transactions | |||||||||||||||||
Receivable due from related party | $ 600,000 | $ 600,000 | $ 900,000 | ||||||||||||||
Wanda | Minimum | |||||||||||||||||
Dividends | |||||||||||||||||
Ownership percentage | 50.10% | ||||||||||||||||
Wanda | Class A common stock | |||||||||||||||||
Dividends | |||||||||||||||||
Voting ratio between Class B and Class A common stock | three-to-one voting ratio | ||||||||||||||||
Wanda | Class B common stock | |||||||||||||||||
Dividends | |||||||||||||||||
Shares owned | shares | 51,769,784 | 51,769,784 | |||||||||||||||
Number of shares upon conversion | 5,666,000 |
STOCKHOLDERS' EQUITY - compensa
STOCKHOLDERS' EQUITY - compensation expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Recorded stock-based compensation expense | $ 2.1 | $ 11.5 |
Unrecognized stock-based compensation expense | 12.8 | |
Board Of Directors 2019 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Recorded stock-based compensation expense | 0.5 | |
2019 RSU awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Recorded stock-based compensation expense | 1 | 2.5 |
Unrecognized stock-based compensation expense | 8.2 | |
2019 PSU awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Recorded stock-based compensation expense | (0.1) | 2.5 |
2018 RSU awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Recorded stock-based compensation expense | 0.7 | 2.4 |
Unrecognized stock-based compensation expense | 3.9 | |
2018 PSU awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Recorded stock-based compensation expense | (0.2) | 1.3 |
2017 RSU awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Recorded stock-based compensation expense | 0.4 | 1.3 |
Unrecognized stock-based compensation expense | 0.4 | |
2017 RSU NEO awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Recorded stock-based compensation expense | $ 0.3 | 1 |
Unrecognized stock-based compensation expense | 0.3 | |
Expected to Recognize 2019 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense expected to be recognized | 2.6 | |
Expected to Recognize 2019 | 2019 RSU awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense expected to be recognized | 1.1 | |
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 | 0.8 | |
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 | 0.4 | |
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 | 0.3 | |
Expected to Recognize 2020 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense expected to be recognized | 6.7 | |
Expected to Recognize 2020 | 2019 RSU awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense expected to be recognized | 3.6 | |
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 | 3.1 | |
Expected To Recognize 2021 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense expected to be recognized | 3.5 | |
Expected To Recognize 2021 | 2019 RSU awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense expected to be recognized | $ 3.5 |
STOCKHOLDERS' EQUITY - equity s
STOCKHOLDERS' EQUITY - equity statements (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Increase (Decrease) in Stockholders' Equity | ||||||||
Balance at the beginning of the period | $ 1,325,100,000 | $ 1,303,500,000 | $ 1,397,600,000 | $ 1,969,900,000 | $ 2,085,000,000 | $ 2,112,400,000 | $ 1,397,600,000 | $ 2,112,400,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | (2,600,000) | 78,800,000 | (31,800,000) | |||||
Net earnings (loss) | (54,800,000) | 49,400,000 | (130,200,000) | (100,400,000) | 22,200,000 | 17,700,000 | (135,600,000) | (60,500,000) |
Other comprehensive income (loss) | (68,100,000) | (9,200,000) | (24,900,000) | (7,500,000) | (107,200,000) | 10,700,000 | (102,200,000) | (103,900,000) |
RSUs surrendered to pay for payroll taxes | (300,000) | (1,100,000) | (1,800,000) | |||||
Reclassification from temporary equity | $ 400,000 | 100,000 | 300,000 | |||||
Stock-based compensation | 2,100,000 | 5,400,000 | 4,200,000 | 4,000,000 | 2,800,000 | |||
Stock based compensation (in shares) | 4,000,000 | |||||||
Common stock repurchase and cancellation | (422,900,000) | (8,200,000) | ||||||
Balance at the end of the period | 1,183,300,000 | 1,325,100,000 | $ 1,303,500,000 | 1,254,500,000 | 1,969,900,000 | 2,085,000,000 | 1,183,300,000 | 1,254,500,000 |
Reversed dividend accrual | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Dividends declared | 700,000 | |||||||
Additional Paid-in Capital | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Balance at the beginning of the period | 2,006,800,000 | 2,001,700,000 | 1,998,400,000 | 2,247,000,000 | 2,242,900,000 | 2,241,600,000 | $ 1,998,400,000 | 2,241,600,000 |
RSUs surrendered to pay for payroll taxes | (300,000) | (1,100,000) | (1,800,000) | |||||
Reclassification from temporary equity | $ 400,000 | 100,000 | 300,000 | |||||
Stock-based compensation | $ 2,100,000 | 5,400,000 | 4,200,000 | 4,000,000 | 2,800,000 | |||
Stock based compensation (in shares) | 4,000,000 | |||||||
Common stock repurchase and cancellation | (256,700,000) | |||||||
Balance at the end of the period | 2,006,800,000 | $ 2,001,700,000 | 1,994,500,000 | 2,247,000,000 | 2,242,900,000 | 1,994,500,000 | ||
Balance (in shares) | 2,008,900,000 | 2,008,900,000 | ||||||
Treasury Stock | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Balance at the beginning of the period | $ (56,400,000) | $ (56,400,000) | $ (56,400,000) | $ (56,400,000) | $ (48,200,000) | $ (48,200,000) | $ (56,400,000) | $ (48,200,000) |
Balance (in shares) | 3,732,625 | 3,732,625 | 3,732,625 | 3,732,625 | 3,232,625 | 3,232,625 | 3,732,625 | 3,232,625 |
Common stock repurchase and cancellation | $ (8,200,000) | |||||||
Common stock repurchased and cancellation (in shares) | 500,000 | |||||||
Balance at the end of the period | $ (56,400,000) | $ (56,400,000) | $ (56,400,000) | $ (56,400,000) | $ (56,400,000) | $ (48,200,000) | $ (56,400,000) | $ (56,400,000) |
Balance (in shares) | 3,732,625 | 3,732,625 | 3,732,625 | 3,732,625 | 3,732,625 | 3,232,625 | 3,732,625 | 3,732,625 |
Accumulated Other Comprehensive Income (Loss) | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Balance at the beginning of the period | $ (28,600,000) | $ (19,400,000) | $ 5,500,000 | $ 33,500,000 | $ 140,700,000 | $ 125,600,000 | $ 5,500,000 | $ 125,600,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | 4,400,000 | |||||||
Other comprehensive income (loss) | (68,100,000) | (9,200,000) | (24,900,000) | (7,500,000) | (107,200,000) | 10,700,000 | ||
Balance at the end of the period | (96,700,000) | (28,600,000) | (19,400,000) | 26,000,000 | 33,500,000 | 140,700,000 | (96,700,000) | 26,000,000 |
Accumulated Earnings (Deficit) | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Balance at the beginning of the period | (597,700,000) | (623,400,000) | (550,900,000) | (255,500,000) | (251,700,000) | (207,900,000) | (550,900,000) | (207,900,000) |
Cumulative Effect of New Accounting Principle in Period of Adoption | (2,600,000) | 78,800,000 | (36,200,000) | |||||
Net earnings (loss) | (54,800,000) | 49,400,000 | (130,200,000) | (100,400,000) | 22,200,000 | 17,700,000 | ||
Common stock repurchase and cancellation | (165,900,000) | |||||||
Balance at the end of the period | (673,500,000) | (597,700,000) | (623,400,000) | (710,600,000) | (255,500,000) | (251,700,000) | (673,500,000) | (710,600,000) |
Accumulated Earnings (Deficit) | Reversed dividend accrual | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Dividends declared | 700,000 | |||||||
Class A common stock | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Balance at the beginning of the period | 500,000 | 500,000 | $ 500,000 | $ 500,000 | ||||
Balance (in shares) | 51,705,469 | 51,705,469 | ||||||
Dividends declared | $ (10,800,000) | |||||||
Balance at the end of the period | $ 500,000 | 500,000 | $ 500,000 | $ 500,000 | ||||
Balance (in shares) | 52,080,077 | 52,080,077 | ||||||
Class A common stock | Dividend declared | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Dividends declared | $ (10,600,000) | $ (10,700,000) | $ (10,700,000) | $ (10,600,000) | $ (10,800,000) | |||
Dividends | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | ||
Class A common stock | Special dividend declared | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Dividends declared | $ (82,700,000) | |||||||
Dividends | $ 1.55 | |||||||
Class A common stock | Common Stock | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Balance at the beginning of the period | $ 500,000 | $ 500,000 | $ 500,000 | $ 500,000 | ||||
Balance (in shares) | 55,809,037 | 55,805,941 | 55,401,325 | 55,401,325 | 55,391,415 | 55,010,160 | 55,401,325 | 55,010,160 |
Reclassification from temporary equity (in shares) | 75,712 | 9,910 | 27,195 | |||||
Stock-based compensation | $ 3,665 | |||||||
Stock based compensation (in shares) | 3,096 | 328,904 | 354,060 | |||||
Balance at the end of the period | $ 500,000 | $ 500,000 | $ 500,000 | $ 500,000 | ||||
Balance (in shares) | 55,812,702 | 55,809,037 | 55,805,941 | 55,401,325 | 55,401,325 | 55,391,415 | 55,812,702 | 55,401,325 |
Class A common stock | Accumulated Earnings (Deficit) | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Dividends declared | $ (10,800,000) | |||||||
Class A common stock | Accumulated Earnings (Deficit) | Dividend declared | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Dividends declared | $ (10,600,000) | $ (10,700,000) | $ (10,700,000) | $ (10,600,000) | $ (10,800,000) | |||
Class A common stock | Accumulated Earnings (Deficit) | Special dividend declared | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Dividends declared | (82,700,000) | |||||||
Class B common stock | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Balance (in shares) | 51,769,784 | 51,769,784 | ||||||
Dividends declared | $ (15,200,000) | |||||||
Balance (in shares) | 51,769,784 | 51,769,784 | ||||||
Class B common stock | Dividend declared | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Dividends declared | $ (10,400,000) | $ (10,400,000) | $ (10,400,000) | $ (15,300,000) | $ (15,200,000) | |||
Dividends | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | ||
Class B common stock | Special dividend declared | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Dividends declared | $ (80,200,000) | |||||||
Dividends | $ 1.55 | |||||||
Class B common stock | Common Stock | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Balance at the beginning of the period | $ 500,000 | $ 500,000 | $ 500,000 | $ 800,000 | $ 800,000 | $ 800,000 | $ 500,000 | $ 800,000 |
Balance (in shares) | 51,769,784 | 51,769,784 | 51,769,784 | 75,826,927 | 75,826,927 | 75,826,927 | 51,769,784 | 75,826,927 |
Common stock repurchase and cancellation | $ (300,000) | |||||||
Common stock repurchased and cancellation (in shares) | (24,057,143) | |||||||
Balance at the end of the period | $ 500,000 | $ 500,000 | $ 500,000 | $ 500,000 | $ 800,000 | $ 800,000 | $ 500,000 | $ 500,000 |
Balance (in shares) | 51,769,784 | 51,769,784 | 51,769,784 | 51,769,784 | 75,826,927 | 75,826,927 | 51,769,784 | 51,769,784 |
Class B common stock | Accumulated Earnings (Deficit) | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Dividends declared | $ (15,200,000) | |||||||
Class B common stock | Accumulated Earnings (Deficit) | Dividend declared | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Dividends declared | $ (10,400,000) | $ (10,400,000) | $ (10,400,000) | $ (15,300,000) | $ (15,200,000) | |||
Class B common stock | Accumulated Earnings (Deficit) | Special dividend declared | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Dividends declared | $ (80,200,000) |
INCOME TAXES - Effective income
INCOME TAXES - Effective income tax rate on earnings (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Effect of: | ||||||
Effective income tax rate (as a percent) | (8.70%) | |||||
Tax contingencies and other tax liabilities | $ 25.8 | $ 25.8 | $ 22 | |||
Net deferred tax assets | 19.1 | 19.1 | $ 13 | |||
Income tax benefit | $ 0.2 | $ (11.1) | $ (10.9) | $ (13.2) | ||
Forecast | ||||||
Effect of: | ||||||
Effective income tax rate (as a percent) | (8.00%) |
INCOME TAXES - Income tax provi
INCOME TAXES - Income tax provision (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Deferred: | ||||
Deferred income taxes | $ 7 | $ (3.5) | ||
Income tax provision (benefit) | $ (0.2) | $ 11.1 | $ 10.9 | $ 13.2 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair value on a recurring basis (Details) - Recurring basis $ in Millions | Sep. 30, 2019USD ($) |
Other long-term assets: | |
Money market mutual funds | $ 0.6 |
Derivative asset | 56.2 |
Investments measured at net asset value | 11.1 |
Investment in NCM | 1.6 |
Total assets at fair value | 69.5 |
Other long-term liabilities: | |
Derivative liability | 9.1 |
Total liabilities at fair value | 9.1 |
Quoted prices in active market (Level 1) | |
Other long-term assets: | |
Money market mutual funds | 0.6 |
Investment in NCM | 1.6 |
Total assets at fair value | 2.2 |
Significant unobservable inputs (Level 3) | |
Other long-term assets: | |
Derivative asset | 56.2 |
Total assets at fair value | 56.2 |
Other long-term liabilities: | |
Derivative liability | 9.1 |
Total liabilities at fair value | $ 9.1 |
FAIR VALUE MEASUREMENTS - Fai_2
FAIR VALUE MEASUREMENTS - Fair value on a nonrecurring basis (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 14, 2018 | |
Fair value measurements | ||||
Other than Temporary Impairment Losses, Investments | $ 16 | |||
Other Fair Value Measurement Disclosures | ||||
Operating lease right-of-use assets, net | $ 4,794.9 | |||
Current maturities of corporate borrowings, carrying value | 21.4 | $ 15.2 | ||
Corporate borrowings, noncurrent, carrying value | 4,710.1 | 4,707.8 | ||
2.95% Senior Unsecured Convertible Notes due 2024 | ||||
Other Fair Value Measurement Disclosures | ||||
Convertible debt, carrying value | 520.4 | $ 524.3 | ||
Conavertible debt, fair value | $ 600 | |||
Total Carrying Value | ||||
Other Fair Value Measurement Disclosures | ||||
Current maturities of corporate borrowings, carrying value | 21.4 | |||
Corporate borrowings, noncurrent, carrying value | 4,710.1 | |||
Significant other observable inputs (Level 2) | ||||
Other Fair Value Measurement Disclosures | ||||
Current maturities of corporate borrowings, fair value | 20.3 | |||
Corporate borrowings, noncurrent, fair value | 4,126.7 | |||
Significant unobservable inputs (Level 3) | ||||
Other Fair Value Measurement Disclosures | ||||
Current maturities of corporate borrowings, fair value | 1.4 | |||
Corporate borrowings, noncurrent, fair value | $ 521.9 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME - Change in AOCI by component (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Changes in accumulated other comprehensive income | ||||||||
Balance at the beginning of the period | $ 1,325.1 | $ 1,303.5 | $ 1,397.6 | $ 1,969.9 | $ 2,085 | $ 2,112.4 | $ 1,397.6 | $ 2,112.4 |
Other comprehensive income (loss), net of tax | (68.1) | (9.2) | (24.9) | (7.5) | (107.2) | 10.7 | (102.2) | (103.9) |
Balance at the end of the period | 1,183.3 | 1,325.1 | 1,303.5 | 1,254.5 | 1,969.9 | 2,085 | 1,183.3 | 1,254.5 |
Accumulated Other Comprehensive Income (Loss) | ||||||||
Changes in accumulated other comprehensive income | ||||||||
Balance at the beginning of the period | (28.6) | (19.4) | 5.5 | 33.5 | 140.7 | 125.6 | 5.5 | 125.6 |
Other comprehensive income (loss) before reclassifications | (102.8) | |||||||
Amounts reclassified from accumulated other comprehensive income | 0.6 | |||||||
Other comprehensive income (loss), net of tax | (68.1) | (9.2) | (24.9) | (7.5) | (107.2) | 10.7 | ||
Balance at the end of the period | (96.7) | $ (28.6) | (19.4) | 26 | $ 33.5 | $ 140.7 | (96.7) | 26 |
Foreign Currency | ||||||||
Changes in accumulated other comprehensive income | ||||||||
Balance at the beginning of the period | 7.2 | 7.2 | ||||||
Other comprehensive income (loss) before reclassifications | (68.2) | $ (5.7) | (102.9) | $ (101.6) | ||||
Amounts reclassified from accumulated other comprehensive income | 0.6 | |||||||
Balance at the end of the period | (95.1) | (95.1) | ||||||
Pension and Other Benefits (recorded in G&A : Other) | ||||||||
Changes in accumulated other comprehensive income | ||||||||
Balance at the beginning of the period | (1.8) | (1.8) | ||||||
Other comprehensive income (loss) before reclassifications | 0.2 | |||||||
Balance at the end of the period | $ (1.6) | (1.6) | ||||||
Unrealized Gain from Equity Method Investees' Cash Flow Hedge | ||||||||
Changes in accumulated other comprehensive income | ||||||||
Balance at the beginning of the period | $ 0.1 | 0.1 | ||||||
Other comprehensive income (loss) before reclassifications | $ (0.1) |
ACCUMULATED OTHER COMPREHENSI_4
ACCUMULATED OTHER COMPREHENSIVE INCOME - OCI and tax effects (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Pre-Tax Amount | ||||||||
Other comprehensive income (loss), before tax | $ (68.1) | $ (8) | $ (102.2) | $ (104.8) | ||||
Tax (Expense) Benefit | ||||||||
Other comprehensive income (loss), tax | 0.5 | 0.9 | ||||||
Net-of-Tax Amount | ||||||||
Realized loss on foreign currency transactions, net of tax | 0.6 | 1 | ||||||
Other comprehensive income (loss), net of tax | (68.1) | $ (9.2) | $ (24.9) | (7.5) | $ (107.2) | $ 10.7 | (102.2) | (103.9) |
Foreign Currency | ||||||||
Pre-Tax Amount | ||||||||
Unrealized net holding gain (loss) arising during the period | (68.2) | (5.7) | (102.9) | (101.7) | ||||
Realized loss on foreign currency transactions | 0.6 | |||||||
Realized net (gain) loss reclassified into investment expense (income) | 1 | |||||||
Tax (Expense) Benefit | ||||||||
Unrealized net holding gain (loss) arising during the period, tax | 0.1 | |||||||
Net-of-Tax Amount | ||||||||
Unrealized net holding gain (loss) arising during the period, net of tax | (68.2) | (5.7) | (102.9) | (101.6) | ||||
Realized loss on foreign currency transactions, net of tax | 0.6 | 1 | ||||||
Reclassification adjustment for net gain (loss) realized in net earnings, net of tax | 0.6 | |||||||
Pension and Other Benefit Adjustments, Net Gain or Loss | ||||||||
Pre-Tax Amount | ||||||||
Unrealized net holding gain (loss) arising during the period | 0.1 | 0.2 | 0.2 | (1.5) | ||||
Tax (Expense) Benefit | ||||||||
Unrealized net holding gain (loss) arising during the period, tax | (0.1) | 0.2 | ||||||
Net-of-Tax Amount | ||||||||
Unrealized net holding gain (loss) arising during the period, net of tax | $ 0.1 | 0.1 | 0.2 | (1.3) | ||||
Unrealized Gain from Equity Method Investees' Cash Flow Hedge | ||||||||
Pre-Tax Amount | ||||||||
Unrealized net holding gain (loss) arising during the period | (0.1) | 0.2 | ||||||
Realized net (gain) loss reclassified into investment expense (income) | (2.5) | |||||||
Reclassification adjustment for net gain (loss) realized in net earnings | (2.8) | |||||||
Tax (Expense) Benefit | ||||||||
Realized net (gain) loss reclassified into investment income, tax | 0.6 | |||||||
Reclassification adjustment for net gain (loss) realized in net earnings, tax | 0.6 | |||||||
Net-of-Tax Amount | ||||||||
Unrealized net holding gain (loss) arising during the period, net of tax | (0.1) | 0.2 | ||||||
Realized net (gain) loss reclassified into investment income, net of tax | $ (1.9) | |||||||
Reclassification adjustment for net gain (loss) realized in net earnings, net of tax | $ (2.2) | |||||||
Unrealized Gain from Equity Method Investees' Cash Flow Hedge | ||||||||
Net-of-Tax Amount | ||||||||
Unrealized net holding gain (loss) arising during the period, net of tax | $ (0.1) |
OPERATING SEGMENT (Details)
OPERATING SEGMENT (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)segment | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
OPERATING SEGMENT | |||||
Number of reportable segments | segment | 2 | ||||
Revenue | $ 1,316.8 | $ 1,221.4 | $ 4,023.3 | $ 4,047.5 | |
Long-term assets, net | 12,832.6 | 12,832.6 | $ 8,714.5 | ||
Adjusted EBITDA | 156.5 | 142.4 | 502.3 | 665.1 | |
Capital expenditures | 118.3 | 133.8 | 348.2 | 374.9 | |
U.S. | |||||
OPERATING SEGMENT | |||||
Revenue | 970.7 | 895.6 | 2,999.1 | 3,007.1 | |
Long-term assets, net | 9,124.2 | 9,124.2 | 5,826.5 | ||
Adjusted EBITDA | 116.3 | 105 | 395.8 | 535.6 | |
Capital expenditures | 84.3 | 92.9 | 243.9 | 264.9 | |
International markets | |||||
OPERATING SEGMENT | |||||
Revenue | 346.1 | 325.8 | 1,024.2 | 1,040.4 | |
Long-term assets, net | 3,708.4 | 3,708.4 | $ 2,888 | ||
Adjusted EBITDA | 40.2 | 37.4 | 106.5 | 129.5 | |
Capital expenditures | 34 | 40.9 | 104.3 | 110 | |
UK | |||||
OPERATING SEGMENT | |||||
Revenue | 119.7 | 123.4 | 356.3 | 379.7 | |
Spain | |||||
OPERATING SEGMENT | |||||
Revenue | 55.8 | 47.9 | 146.6 | 139.7 | |
Sweden | |||||
OPERATING SEGMENT | |||||
Revenue | 42.9 | 43.1 | 124.7 | 137 | |
Italy | |||||
OPERATING SEGMENT | |||||
Revenue | 40.8 | 29.5 | 139.2 | 124.1 | |
Germany | |||||
OPERATING SEGMENT | |||||
Revenue | 30.4 | 22.3 | 91 | 79.6 | |
Finland | |||||
OPERATING SEGMENT | |||||
Revenue | 23.7 | 22.2 | 71.8 | 72.3 | |
Ireland | |||||
OPERATING SEGMENT | |||||
Revenue | 9 | 10.3 | 26.3 | 29.6 | |
Other foreign countries | |||||
OPERATING SEGMENT | |||||
Revenue | $ 23.8 | $ 27.1 | $ 68.3 | $ 78.4 |
OPERATING SEGMENT - Reconciliat
OPERATING SEGMENT - Reconciliation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 14, 2019 | |
Reconciliation of net income to EBITDA | |||||||||
Net earnings (loss) | $ (54.8) | $ 49.4 | $ (130.2) | $ (100.4) | $ 22.2 | $ 17.7 | $ (135.6) | $ (60.5) | |
Income tax provision (benefit) | (0.2) | 11.1 | 10.9 | 13.2 | |||||
Interest expense | 85.1 | 84 | 255.1 | 248.9 | |||||
Depreciation, Depletion and Amortization | 112.1 | 130.2 | 337.1 | 398.4 | |||||
Certain operating expenses | 5.3 | 6.6 | 10.1 | 16.2 | |||||
Recorded equity in earnings | 7.5 | 70 | 24.2 | 74 | |||||
Cash distributions from non-consolidated entities | 4.7 | 3.1 | 17 | 30.9 | |||||
Investment (income) expense | (0.5) | (0.7) | (18.7) | (7.4) | |||||
Attributable EBITDA | 0.9 | 2.1 | 3.8 | 3.7 | |||||
Other expense (income) | (1.5) | 54.1 | 4.6 | 57.7 | |||||
Non-cash rent - purchase accounting | 6.1 | 19.5 | |||||||
General and Administrative Expense [Abstract] | |||||||||
Merger Acquisition Transaction Costs | 4.7 | 18.1 | 11.2 | 27.1 | |||||
Stock-based compensation expense | 2.1 | 4.2 | 11.5 | 10.9 | |||||
Adjusted EBITDA | 156.5 | 142.4 | 502.3 | 665.1 | |||||
Marked-to-market (gain) on derivative liability | 15.4 | (54.1) | |||||||
Foriegn currency transactions (gain) losses | (0.1) | (0.7) | (1.1) | ||||||
Income (Loss) from Equity Method Investments | 7.5 | 70 | 24.2 | 74 | |||||
Loss on derivative asset, increase of derivative liability | 5.7 | ||||||||
Loss on GBP forward contract | 0.7 | 1.7 | 0.4 | ||||||
Third party fees on debt agreement | 16.6 | 16.6 | |||||||
2.95% Senior Unsecured Convertible Notes due 2024 | |||||||||
General and Administrative Expense [Abstract] | |||||||||
Marked-to-market (gain) on derivative liability | 5.7 | (14.9) | |||||||
Loss on derivative asset, increase of derivative liability | $ 8.5 | 54.1 | $ 14.9 | ||||||
Price per share (in dollars per share) | $ 10.70 | $ 10.70 | |||||||
Attributable EBITDA | |||||||||
Reconciliation of net income to EBITDA | |||||||||
Income tax provision (benefit) | $ 0.1 | 0.1 | $ 0.2 | 0.2 | |||||
Interest expense | 0.1 | ||||||||
Recorded equity in earnings | 7.5 | 70 | 24.2 | 74 | |||||
Equity in earnings (loss) non-theatre JV's | (7.4) | (68.5) | (23.2) | (72.1) | |||||
Investment (income) expense | (0.1) | (0.1) | (0.6) | (0.3) | |||||
Attributable EBITDA | 0.9 | 2.1 | 3.8 | 3.7 | |||||
Other expense (income) | 0.3 | 0.3 | |||||||
General and Administrative Expense [Abstract] | |||||||||
Income (Loss) from Equity Method Investments | 7.5 | 70 | 24.2 | 74 | |||||
GBP | |||||||||
General and Administrative Expense [Abstract] | |||||||||
Loss on derivative asset, increase of derivative liability | 1.7 | ||||||||
International markets | |||||||||
General and Administrative Expense [Abstract] | |||||||||
Adjusted EBITDA | 40.2 | 37.4 | 106.5 | 129.5 | |||||
International markets | Attributable EBITDA | |||||||||
Reconciliation of net income to EBITDA | |||||||||
Depreciation, Depletion and Amortization | 0.5 | 0.6 | 2.8 | 1.9 | |||||
Equity in earnings (loss) International theatre JV's | 0.1 | 1.5 | 1 | 1.9 | |||||
NCM | |||||||||
Reconciliation of net income to EBITDA | |||||||||
Recorded equity in earnings | 28.9 | ||||||||
General and Administrative Expense [Abstract] | |||||||||
Income (Loss) from Equity Method Investments | 28.9 | ||||||||
Impairment of investment | 16 | ||||||||
Price per share (in dollars per share) | $ 7.24 | ||||||||
Gain (loss) on sale | (1.1) | ||||||||
Screenvision | |||||||||
Reconciliation of net income to EBITDA | |||||||||
Recorded equity in earnings | 30.1 | 30.5 | |||||||
General and Administrative Expense [Abstract] | |||||||||
Income (Loss) from Equity Method Investments | 30.1 | 30.5 | |||||||
Gain (loss) on sale | 30.1 | ||||||||
DCIP | |||||||||
Reconciliation of net income to EBITDA | |||||||||
Recorded equity in earnings | 6.5 | 7.4 | 21.1 | 20.9 | |||||
General and Administrative Expense [Abstract] | |||||||||
Income (Loss) from Equity Method Investments | $ 6.5 | $ 7.4 | $ 21.1 | $ 20.9 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Aug. 02, 2019USD ($) | May 03, 2019USD ($) | Feb. 15, 2019USD ($) | Sep. 14, 2018USD ($) | Sep. 30, 2019 | Jan. 31, 2018item |
COMMITMENTS AND CONTINGENCIES | ||||||
Weighted average discount rate | 7.20% | |||||
Dividends declared | $ | $ 21,300,000 | $ 21,300,000 | $ 21,300,000 | $ 1.55 | ||
Number of pending actions | item | 2 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) | Sep. 30, 2018item | Sep. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | Sep. 14, 2018USD ($)$ / shares |
Numerator: | |||||||||||
Net earnings (loss) | $ (54,800,000) | $ 49,400,000 | $ (130,200,000) | $ (100,400,000) | $ 22,200,000 | $ 17,700,000 | $ (135,600,000) | $ (60,500,000) | |||
Net earnings (loss) for diluted earnings (loss) per share | $ (54,800,000) | $ (100,400,000) | (135,600,000) | (60,500,000) | |||||||
Calculation of Net earnings for diluted earnings (loss) per share | |||||||||||
Marked-to-market (gain) on derivative liability | $ 15,400,000 | $ (54,100,000) | |||||||||
Denominator (shares in thousands): | |||||||||||
Weighted average shares for basic earnings per common share | shares | 103,850,000 | 123,126,000 | 103,826,000 | 126,386,000 | |||||||
Weighted average shares for diluted earnings per common share | shares | 103,850,000 | 123,126,000 | 103,826,000 | 126,386,000 | |||||||
Basic earnings (loss) per common share (in dollars per share) | $ / shares | $ (0.53) | $ (0.82) | $ (1.31) | $ (0.48) | |||||||
Diluted earnings (loss) per common share (in dollars per share) | $ / shares | $ (0.53) | $ (0.82) | $ (1.31) | $ (0.48) | |||||||
Interest expense | $ 73,200,000 | $ 64,300,000 | $ 218,700,000 | $ 188,200,000 | |||||||
Marked-to-market (gain) on derivative liability | 15,400,000 | $ (54,100,000) | |||||||||
Derivative liability | 9,100,000 | 9,100,000 | $ 24,000,000 | ||||||||
2.95% Senior Unsecured Convertible Notes due 2024 | |||||||||||
Calculation of Net earnings for diluted earnings (loss) per share | |||||||||||
Marked-to-market (gain) on derivative liability | 5,700,000 | $ (14,900,000) | |||||||||
Denominator (shares in thousands): | |||||||||||
Anti-dilutive securities not included in the computations of diluted earnings per share (in shares) | shares | 5,900,000 | 31,700,000 | 2,000,000 | ||||||||
Interest expense | 8,200,000 | $ 1,500,000 | $ 24,200,000 | $ 54,100,000 | |||||||
Marked-to-market (gain) on derivative liability | 5,700,000 | (14,900,000) | |||||||||
Conversion rate (in dollars per share) | $ / shares | $ 18.95 | ||||||||||
Derivative liability | $ 9,100,000 | $ 9,100,000 | $ 24,000,000 | $ 90,400,000 | |||||||
2.95% Senior Unsecured Convertible Notes due 2024 | Class A common stock | |||||||||||
Denominator (shares in thousands): | |||||||||||
Conversion rate (in dollars per share) | $ / shares | $ 18.95 | $ 18.95 | |||||||||
Number of shares upon conversion | 31,662,269 | 31,662,269 | |||||||||
2.95% Senior Unsecured Convertible Notes due 2024 | (Increase) decrease to Net Earnings (Loss) | |||||||||||
Denominator (shares in thousands): | |||||||||||
Derivative liability | $ (14,900,000) | $ (14,900,000) | |||||||||
Performance Vesting | |||||||||||
Denominator (shares in thousands): | |||||||||||
Anti-dilutive securities not included in the computations of diluted earnings per share (in shares) | shares | 488,931 | 411,657 | |||||||||
Restricted stock unit | |||||||||||
Denominator (shares in thousands): | |||||||||||
Anti-dilutive securities not included in the computations of diluted earnings per share (in shares) | shares | 1,207,102 | 902,004 |
CONDENSED CONSOLIDATING FINAN_3
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Details) | 9 Months Ended |
Sep. 30, 2019 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
Ownership percentage | 100.00% |
CONDENSED CONSOLIDATING FINAN_4
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues | ||||||||
Revenue | $ 1,316.8 | $ 1,221.4 | $ 4,023.3 | $ 4,047.5 | ||||
Operating costs and expenses | ||||||||
Operating expenses, excluding depreciation and amortization below | 419 | 400.5 | 1,259.2 | 1,236.9 | ||||
Rent | 238.7 | 203.7 | 726.6 | 593.1 | ||||
General and administrative: | ||||||||
Merger, acquisition and other costs | 4.7 | 18.1 | 11.2 | 27.1 | ||||
Other, excluding depreciation and amortization below | 37.5 | 48.4 | 126.9 | 135.6 | ||||
Depreciation and amortization | 112.1 | 130.2 | 337.1 | 398.4 | ||||
Operating costs and expenses | 1,296 | 1,243.3 | 3,930.7 | 3,869.8 | ||||
Operating income (loss) | 20.8 | (21.9) | 92.6 | 177.7 | ||||
Other expense (income) | ||||||||
Other expense (income) | (1.3) | 54.1 | 5.1 | 57.5 | ||||
Interest expense: | ||||||||
Corporate borrowings | 73.2 | 64.3 | 218.7 | 188.2 | ||||
Capital and financing lease obligations | 1.8 | 9.4 | 6 | 29.5 | ||||
Non-cash NCM exhibitor services agreement | 10.1 | 10.3 | 30.4 | 31.2 | ||||
Equity in (earnings) loss of non-consolidated entities | (7.5) | (70) | (24.2) | (74) | ||||
Investment (income) expense | (0.5) | (0.7) | (18.7) | (7.4) | ||||
Total other expense | 75.8 | 67.4 | 217.3 | 225 | ||||
Earnings (loss) before income taxes | (55) | (89.3) | (124.7) | (47.3) | ||||
Income tax provision (benefit) | (0.2) | 11.1 | 10.9 | 13.2 | ||||
Net earnings (loss) | (54.8) | $ 49.4 | $ (130.2) | (100.4) | $ 22.2 | $ 17.7 | (135.6) | (60.5) |
Consolidating Adjustments | ||||||||
Other expense (income) | ||||||||
Equity in (earnings) loss of AMC Entertainment Inc. | (88.1) | (58.4) | (607) | (18.1) | ||||
Interest expense: | ||||||||
Corporate borrowings | (73.4) | (59.9) | (219.2) | (185.7) | ||||
Intercompany interest expense | (18.8) | (237.7) | ||||||
Investment (income) expense | 92.2 | 59.9 | 456.9 | 185.7 | ||||
Total other expense | (88.1) | (58.4) | (607) | (18.1) | ||||
Earnings (loss) before income taxes | 88.1 | 58.4 | 607 | 18.1 | ||||
Net earnings (loss) | 88.1 | 58.4 | 607 | 18.1 | ||||
AMCE | ||||||||
Other expense (income) | ||||||||
Equity in (earnings) loss of AMC Entertainment Inc. | 72.6 | 42.5 | 376.3 | (5.3) | ||||
Other expense (income) | (2.7) | 54.1 | (14.7) | 55.1 | ||||
Interest expense: | ||||||||
Corporate borrowings | 72.6 | 63.6 | 217.1 | 185.7 | ||||
Investment (income) expense | (87.7) | (59.8) | (443.1) | (175) | ||||
Total other expense | 54.8 | 100.4 | 135.6 | 60.5 | ||||
Earnings (loss) before income taxes | (54.8) | (100.4) | (135.6) | (60.5) | ||||
Net earnings (loss) | (54.8) | (100.4) | (135.6) | (60.5) | ||||
Subsidiary Guarantors | ||||||||
Revenues | ||||||||
Revenue | 970.8 | 895.6 | 2,999.1 | 3,007.1 | ||||
Operating costs and expenses | ||||||||
Operating expenses, excluding depreciation and amortization below | 303.7 | 283.6 | 910.2 | 866 | ||||
Rent | 175 | 152.1 | 531.1 | 430.8 | ||||
General and administrative: | ||||||||
Merger, acquisition and other costs | 2.3 | 9 | 5.8 | 15.2 | ||||
Other, excluding depreciation and amortization below | 22.1 | 31.7 | 74.4 | 84.7 | ||||
Depreciation and amortization | 84.2 | 94.2 | 252.1 | 285.6 | ||||
Operating costs and expenses | 955.4 | 903.5 | 2,908.4 | 2,821.3 | ||||
Operating income (loss) | 15.4 | (7.9) | 90.7 | 185.8 | ||||
Other expense (income) | ||||||||
Equity in (earnings) loss of AMC Entertainment Inc. | 15.5 | 15.9 | 230.7 | 23.4 | ||||
Other expense (income) | 1.1 | 0.5 | 19.2 | 1.1 | ||||
Interest expense: | ||||||||
Corporate borrowings | 73.3 | 59.8 | 218.6 | 185.4 | ||||
Capital and financing lease obligations | 0.5 | 4.2 | 1.9 | 13.2 | ||||
Non-cash NCM exhibitor services agreement | 10.1 | 10.3 | 30.4 | 31.2 | ||||
Equity in (earnings) loss of non-consolidated entities | (7.1) | (67.4) | (23.2) | (71) | ||||
Investment (income) expense | (5) | (0.8) | (19.5) | (17.4) | ||||
Total other expense | 88.4 | 22.5 | 458.1 | 165.9 | ||||
Earnings (loss) before income taxes | (73) | (30.4) | (367.4) | 19.9 | ||||
Income tax provision (benefit) | (0.4) | 12.1 | 8.9 | 14.6 | ||||
Net earnings (loss) | (72.6) | (42.5) | (376.3) | 5.3 | ||||
Subsidiary Non-Guarantors | ||||||||
Revenues | ||||||||
Revenue | 346 | 325.8 | 1,024.2 | 1,040.4 | ||||
Operating costs and expenses | ||||||||
Operating expenses, excluding depreciation and amortization below | 115.3 | 116.9 | 349 | 370.9 | ||||
Rent | 63.7 | 51.6 | 195.5 | 162.3 | ||||
General and administrative: | ||||||||
Merger, acquisition and other costs | 2.4 | 9.1 | 5.4 | 11.9 | ||||
Other, excluding depreciation and amortization below | 15.4 | 16.7 | 52.5 | 50.9 | ||||
Depreciation and amortization | 27.9 | 36 | 85 | 112.8 | ||||
Operating costs and expenses | 340.6 | 339.8 | 1,022.3 | 1,048.5 | ||||
Operating income (loss) | 5.4 | (14) | 1.9 | (8.1) | ||||
Other expense (income) | ||||||||
Other expense (income) | 0.3 | (0.5) | 0.6 | 1.3 | ||||
Interest expense: | ||||||||
Corporate borrowings | 0.7 | 0.8 | 2.2 | 2.8 | ||||
Capital and financing lease obligations | 1.3 | 5.2 | 4.1 | 16.3 | ||||
Intercompany interest expense | 18.8 | 237.7 | ||||||
Equity in (earnings) loss of non-consolidated entities | (0.4) | (2.6) | (1) | (3) | ||||
Investment (income) expense | (13) | (0.7) | ||||||
Total other expense | 20.7 | 2.9 | 230.6 | 16.7 | ||||
Earnings (loss) before income taxes | (15.3) | (16.9) | (228.7) | (24.8) | ||||
Income tax provision (benefit) | 0.2 | (1) | 2 | (1.4) | ||||
Net earnings (loss) | (15.5) | (15.9) | (230.7) | (23.4) | ||||
Admissions | ||||||||
Revenues | ||||||||
Revenue | 797.3 | 751.4 | 2,424.3 | 2,522.7 | ||||
Operating costs and expenses | ||||||||
Operating costs and expenses | 416.8 | 378.8 | 1,264.6 | 1,276.7 | ||||
Admissions | Subsidiary Guarantors | ||||||||
Revenues | ||||||||
Revenue | 578.1 | 539 | 1,774.1 | 1,837.9 | ||||
Operating costs and expenses | ||||||||
Operating costs and expenses | 321.6 | 289 | 989.2 | 996.6 | ||||
Admissions | Subsidiary Non-Guarantors | ||||||||
Revenues | ||||||||
Revenue | 219.2 | 212.4 | 650.2 | 684.8 | ||||
Operating costs and expenses | ||||||||
Operating costs and expenses | 95.2 | 89.8 | 275.4 | 280.1 | ||||
Food and beverage | ||||||||
Revenues | ||||||||
Revenue | 420 | 384.8 | 1,281.3 | 1,236.4 | ||||
Operating costs and expenses | ||||||||
Operating costs and expenses | 67.2 | 63.6 | 205.1 | 202 | ||||
Food and beverage | Subsidiary Guarantors | ||||||||
Revenues | ||||||||
Revenue | 327.1 | 301.4 | 1,015.8 | 982.2 | ||||
Operating costs and expenses | ||||||||
Operating costs and expenses | 46.5 | 43.9 | 145.6 | 142.4 | ||||
Food and beverage | Subsidiary Non-Guarantors | ||||||||
Revenues | ||||||||
Revenue | 92.9 | 83.4 | 265.5 | 254.2 | ||||
Operating costs and expenses | ||||||||
Operating costs and expenses | 20.7 | 19.7 | 59.5 | 59.6 | ||||
Total other theatre | ||||||||
Revenues | ||||||||
Revenue | 99.5 | 85.2 | 317.7 | 288.4 | ||||
Total other theatre | Subsidiary Guarantors | ||||||||
Revenues | ||||||||
Revenue | 65.6 | 55.2 | 209.2 | 187 | ||||
Total other theatre | Subsidiary Non-Guarantors | ||||||||
Revenues | ||||||||
Revenue | $ 33.9 | $ 30 | $ 108.5 | $ 101.4 |
CONDENSED CONSOLIDATING FINAN_5
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Net earnings (loss) | $ (54.8) | $ 49.4 | $ (130.2) | $ (100.4) | $ 22.2 | $ 17.7 | $ (135.6) | $ (60.5) |
Unrealized foreign currency translation adjustment, net of tax | (68.2) | (5.7) | (102.9) | (101.6) | ||||
Realized loss on foreign currency transactions, net of tax | 0.6 | 1 | ||||||
Pension and other benefit adjustments: | ||||||||
Net loss arising during the period, net of tax | 0.1 | 0.1 | 0.2 | (1.3) | ||||
Equity method investee's cash flow hedge: | ||||||||
Unrealized holding (loss) gain arising during the period | (0.1) | 0.2 | ||||||
Realized net loss (gain) reclassified into equity in earnings of non-consolidated entities, net of tax | (1.9) | (2.2) | ||||||
Other comprehensive income (loss), net of tax | (68.1) | $ (9.2) | $ (24.9) | (7.5) | $ (107.2) | $ 10.7 | (102.2) | (103.9) |
Total comprehensive income (loss) | (122.9) | (107.9) | (237.8) | (164.4) | ||||
Consolidating Adjustments | ||||||||
Net earnings (loss) | 88.1 | 58.4 | 607 | 18.1 | ||||
Equity in other comprehensive income (loss) of subsidiaries | 121.2 | 12.9 | 174.7 | 179.3 | ||||
Equity method investee's cash flow hedge: | ||||||||
Other comprehensive income (loss), net of tax | 121.2 | 12.9 | 174.7 | 179.3 | ||||
Total comprehensive income (loss) | 209.3 | 71.3 | 781.7 | 197.4 | ||||
AMCE | ||||||||
Net earnings (loss) | (54.8) | (100.4) | (135.6) | (60.5) | ||||
Equity in other comprehensive income (loss) of subsidiaries | (68.1) | (7.5) | (102.2) | (103.9) | ||||
Equity method investee's cash flow hedge: | ||||||||
Other comprehensive income (loss), net of tax | (68.1) | (7.5) | (102.2) | (103.9) | ||||
Total comprehensive income (loss) | (122.9) | (107.9) | (237.8) | (164.4) | ||||
Subsidiary Guarantors | ||||||||
Net earnings (loss) | (72.6) | (42.5) | (376.3) | 5.3 | ||||
Equity in other comprehensive income (loss) of subsidiaries | (53.1) | (5.4) | (72.5) | (75.4) | ||||
Unrealized foreign currency translation adjustment, net of tax | (15) | (0.2) | (30.3) | (27.5) | ||||
Realized loss on foreign currency transactions, net of tax | 0.6 | 1 | ||||||
Pension and other benefit adjustments: | ||||||||
Net loss arising during the period, net of tax | 0.1 | |||||||
Equity method investee's cash flow hedge: | ||||||||
Unrealized holding (loss) gain arising during the period | (0.1) | 0.2 | ||||||
Realized net loss (gain) reclassified into equity in earnings of non-consolidated entities, net of tax | (1.9) | (2.2) | ||||||
Other comprehensive income (loss), net of tax | (68.1) | (7.5) | (102.2) | (103.9) | ||||
Total comprehensive income (loss) | (140.7) | (50) | (478.5) | (98.6) | ||||
Subsidiary Non-Guarantors | ||||||||
Net earnings (loss) | (15.5) | (15.9) | (230.7) | (23.4) | ||||
Unrealized foreign currency translation adjustment, net of tax | (53.2) | (5.5) | (72.6) | (74.1) | ||||
Pension and other benefit adjustments: | ||||||||
Net loss arising during the period, net of tax | 0.1 | 0.1 | 0.1 | (1.3) | ||||
Equity method investee's cash flow hedge: | ||||||||
Other comprehensive income (loss), net of tax | (53.1) | (5.4) | (72.5) | (75.4) | ||||
Total comprehensive income (loss) | $ (68.6) | $ (21.3) | $ (303.2) | $ (98.8) |
CONDENSED CONSOLIDATING FINAN_6
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Balance Sheets (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||||||||
Cash and cash equivalents | $ 100.4 | $ 313.3 | ||||||
Restricted cash | 10.2 | 10.7 | ||||||
Receivables, net | 157.9 | 259.5 | ||||||
Other current assets | 180.2 | 197.8 | ||||||
Total current assets | 448.7 | 781.3 | ||||||
Property, net | 2,581.4 | 3,039.6 | ||||||
Operating lease right-of-use assets, net | 4,794.9 | |||||||
Intangible assets, net | 193.9 | 352.1 | ||||||
Goodwill | 4,693.8 | 4,788.7 | ||||||
Deferred tax asset, net | 30.7 | 28.6 | ||||||
Other long-term assets | 537.9 | 505.5 | ||||||
Total assets | 13,281.3 | 9,495.8 | ||||||
Current liabilities: | ||||||||
Accounts payable | 361.6 | 452.6 | ||||||
Accrued expenses and other liabilities | 338.6 | 378.5 | ||||||
Deferred revenues and income | 347.5 | 414.8 | ||||||
Current maturities of corporate borrowings, carrying value | 21.4 | 15.2 | ||||||
Current maturities of of finance lease liabilities | 10 | |||||||
Current maturities of operating lease liabilities | 568.1 | |||||||
Current maturities of corporate borrowings and lease liabilities | 67 | |||||||
Total current liabilities | 1,647.2 | 1,328.1 | ||||||
Corporate borrowings | 4,710.1 | 4,707.8 | ||||||
Finance lease liability | 89.5 | 493.2 | ||||||
Operating lease liability | 4,857.6 | |||||||
Capital and financing lease obligations | 493.2 | |||||||
Exhibitor services agreement | 553.8 | 564 | ||||||
Deferred tax liability, net | 49.8 | 41.6 | ||||||
Other long-term liabilities | 190 | 963.1 | ||||||
Total liabilities | 12,098 | 8,097.8 | ||||||
Temporary equity | 0.4 | |||||||
Total stockholders' equity | 1,183.3 | $ 1,325.1 | $ 1,303.5 | 1,397.6 | $ 1,254.5 | $ 1,969.9 | $ 2,085 | $ 2,112.4 |
Total liabilities and stockholders' equity | 13,281.3 | 9,495.8 | ||||||
Consolidating Adjustments | ||||||||
Current assets: | ||||||||
Receivables, net | (11.1) | (4.4) | ||||||
Total current assets | (11.1) | (4.4) | ||||||
Investment in equity of subsidiaries | (2,406.4) | (2,149.1) | ||||||
Total assets | (2,417.5) | (2,153.5) | ||||||
Current liabilities: | ||||||||
Accounts payable | (11.1) | (4.5) | ||||||
Accrued expenses and other liabilities | 0.1 | |||||||
Total current liabilities | (11.1) | (4.4) | ||||||
Total liabilities | (11.1) | (4.4) | ||||||
Total stockholders' equity | (2,406.4) | (2,149.1) | ||||||
Total liabilities and stockholders' equity | (2,417.5) | (2,153.5) | ||||||
AMCE | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 0.3 | 0.3 | ||||||
Total current assets | 0.3 | 0.3 | ||||||
Investment in equity of subsidiaries | 613.2 | 719 | ||||||
Intercompany advances | 5,277.1 | 5,362.3 | ||||||
Goodwill | (2.1) | (2.1) | ||||||
Other long-term assets | 66.2 | 59.8 | ||||||
Total assets | 5,954.7 | 6,139.3 | ||||||
Current liabilities: | ||||||||
Accrued expenses and other liabilities | 51.3 | 31.5 | ||||||
Current maturities of corporate borrowings, carrying value | 20 | 13.8 | ||||||
Total current liabilities | 71.3 | 45.3 | ||||||
Corporate borrowings | 4,700.1 | 4,696 | ||||||
Total liabilities | 4,771.4 | 4,741.3 | ||||||
Temporary equity | 0.4 | |||||||
Total stockholders' equity | 1,183.3 | 1,397.6 | ||||||
Total liabilities and stockholders' equity | 5,954.7 | 6,139.3 | ||||||
Subsidiary Guarantors | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 19.7 | 177.8 | ||||||
Receivables, net | 94.1 | 163 | ||||||
Other current assets | 137.1 | 140.7 | ||||||
Total current assets | 250.9 | 481.5 | ||||||
Investment in equity of subsidiaries | 1,793.2 | 1,430.1 | ||||||
Property, net | 1,976.2 | 2,152.3 | ||||||
Operating lease right-of-use assets, net | 3,535.9 | |||||||
Intangible assets, net | 131.4 | 225.6 | ||||||
Intercompany advances | (4,920.5) | (4,512.3) | ||||||
Goodwill | 3,074.7 | 3,074.7 | ||||||
Other long-term assets | 342 | 316.2 | ||||||
Total assets | 6,183.8 | 3,168.1 | ||||||
Current liabilities: | ||||||||
Accounts payable | 274.1 | 327.2 | ||||||
Accrued expenses and other liabilities | 175.1 | 197.5 | ||||||
Deferred revenues and income | 278.1 | 314 | ||||||
Current maturities of corporate borrowings, carrying value | 1.4 | 1.4 | ||||||
Current maturities of of finance lease liabilities | 5.2 | |||||||
Current maturities of operating lease liabilities | 441.3 | |||||||
Current maturities of corporate borrowings and lease liabilities | 38.6 | |||||||
Total current liabilities | 1,175.2 | 878.7 | ||||||
Finance lease liability | 15.3 | |||||||
Operating lease liability | 3,663.7 | |||||||
Capital and financing lease obligations | 194.3 | |||||||
Exhibitor services agreement | 553.8 | 564 | ||||||
Deferred tax liability, net | 25.5 | 17.7 | ||||||
Other long-term liabilities | 137.1 | 794.4 | ||||||
Total liabilities | 5,570.6 | 2,449.1 | ||||||
Total stockholders' equity | 613.2 | 719 | ||||||
Total liabilities and stockholders' equity | 6,183.8 | 3,168.1 | ||||||
Subsidiary Non-Guarantors | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 80.4 | 135.2 | ||||||
Restricted cash | 10.2 | 10.7 | ||||||
Receivables, net | 74.9 | 100.9 | ||||||
Other current assets | 43.1 | 57.1 | ||||||
Total current assets | 208.6 | 303.9 | ||||||
Property, net | 605.2 | 887.3 | ||||||
Operating lease right-of-use assets, net | 1,259 | |||||||
Intangible assets, net | 62.5 | 126.5 | ||||||
Intercompany advances | (356.6) | (850) | ||||||
Goodwill | 1,621.2 | 1,716.1 | ||||||
Deferred tax asset, net | 30.7 | 28.6 | ||||||
Other long-term assets | 129.7 | 129.5 | ||||||
Total assets | 3,560.3 | 2,341.9 | ||||||
Current liabilities: | ||||||||
Accounts payable | 98.6 | 129.9 | ||||||
Accrued expenses and other liabilities | 112.2 | 149.4 | ||||||
Deferred revenues and income | 69.4 | 100.8 | ||||||
Current maturities of of finance lease liabilities | 4.8 | |||||||
Current maturities of operating lease liabilities | 126.8 | |||||||
Current maturities of corporate borrowings and lease liabilities | 28.4 | |||||||
Total current liabilities | 411.8 | 408.5 | ||||||
Corporate borrowings | 10 | 11.8 | ||||||
Finance lease liability | 74.2 | |||||||
Operating lease liability | 1,193.9 | |||||||
Capital and financing lease obligations | 298.9 | |||||||
Deferred tax liability, net | 24.3 | 23.9 | ||||||
Other long-term liabilities | 52.9 | 168.7 | ||||||
Total liabilities | 1,767.1 | 911.8 | ||||||
Total stockholders' equity | 1,793.2 | 1,430.1 | ||||||
Total liabilities and stockholders' equity | $ 3,560.3 | $ 2,341.9 |
CONDENSED CONSOLIDATING FINAN_7
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Cash Flows (Details) - USD ($) $ in Millions | Apr. 22, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Net change in operating activities: | |||||
Net cash provided by operating activities | $ 210.2 | $ 298.8 | |||
Cash flows from investing activities: | |||||
Capital expenditures | $ (118.3) | $ (133.8) | (348.2) | (374.9) | |
Acquisition of theatre assets | (11.8) | ||||
Proceeds from sale leaseback transaction | 50.1 | ||||
Proceeds from disposition | 162.5 | ||||
Proceeds from disposition of long-term assets | 21.4 | 13.9 | |||
Investments in non-consolidated entities, net | 9.5 | 11 | |||
Other, net | (0.3) | (0.7) | |||
Net cash provided by (used in) investing activities | (348.4) | (114.3) | |||
Cash flows from financing activities: | |||||
Proceeds from issuance of Senior Unsecured Convertible Notes | 600 | ||||
Repayments under revolving credit facilies | (1.7) | 6.6 | |||
Repayments under Revolving Credit Facility | (1.7) | ||||
Call premiums paid for Senior Secured Notes due 2023 and Senior Subordinated Notes due 2022 | (15.9) | ||||
Principal payments under term loan | (16.9) | (10.3) | |||
Principal payments under capital and financing lease obligations | (8.5) | (53.5) | |||
Cash used to pay for deferred financing costs | (11.7) | (14.3) | |||
Cash used to pay dividends | (63.4) | (237.4) | |||
Taxes paid for restricted unit withholdings | (1.3) | (1.7) | |||
Retirement of Class B common stock | (422.9) | ||||
Purchase of treasury stock | (21.8) | ||||
Net cash provided by (used in) financing activities | (72.9) | (155.3) | |||
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (2.3) | (3.2) | |||
Net increase (decrease) in cash, cash equivalents, and restricted cash | (213.4) | 26 | |||
Cash and cash equivalents, and restricted cash at beginning of period | 324 | 318.3 | |||
Cash and cash equivalents, and restricted cash at end of period | 110.6 | 344.3 | 110.6 | 344.3 | |
NCM | |||||
Cash flows from investing activities: | |||||
Proceeds from disposition of long-term assets | 13.9 | ||||
Screenvision | |||||
Cash flows from investing activities: | |||||
Proceeds from disposition | 45.8 | ||||
Open Road Films | |||||
Cash flows from investing activities: | |||||
Investments in non-consolidated entities | (11) | ||||
Senior Secured Credit Facility Term-Loan Due 2026 | |||||
Cash flows from financing activities: | |||||
Proceeds from issuance of Term Loan Due 2026 | 1,990 | ||||
Senior Secured Credit Facility Term Loans Due 2022 And 2023 | |||||
Cash flows from financing activities: | |||||
Principal payments under term loan | $ (1,338.5) | (1,338.5) | |||
5.875% Senior Subordinated Notes due 2022 | |||||
Cash flows from financing activities: | |||||
Payments of Senior Subordinated Notes | (375) | ||||
6.0% Senior Secured Notes due 2023 | |||||
Cash flows from financing activities: | |||||
Payments of Senior Subordinated Notes | (230) | ||||
AMCE | |||||
Net change in operating activities: | |||||
Net cash provided by operating activities | 75.9 | 44 | |||
Cash flows from financing activities: | |||||
Proceeds from issuance of Senior Unsecured Convertible Notes | 600 | ||||
Call premiums paid for Senior Secured Notes due 2023 and Senior Subordinated Notes due 2022 | (15.9) | ||||
Principal payments under term loan | (16.9) | (10.3) | |||
Cash used to pay for deferred financing costs | (11.7) | (14.3) | |||
Cash used to pay dividends | (63.4) | (237.4) | |||
Taxes paid for restricted unit withholdings | (1.3) | (1.7) | |||
Retirement of Class B common stock | (422.9) | ||||
Purchase of treasury stock | (21.8) | ||||
Change in intercompany advances | 5.8 | (87.2) | |||
Net cash provided by (used in) financing activities | (56.9) | (21.2) | |||
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (19) | (23.4) | |||
Net increase (decrease) in cash, cash equivalents, and restricted cash | (0.6) | ||||
Cash and cash equivalents, and restricted cash at beginning of period | 0.3 | 1.1 | |||
Cash and cash equivalents, and restricted cash at end of period | 0.3 | 0.5 | 0.3 | 0.5 | |
AMCE | Senior Secured Credit Facility Term-Loan Due 2026 | |||||
Cash flows from financing activities: | |||||
Proceeds from issuance of Term Loan Due 2026 | 1,990 | ||||
AMCE | Senior Secured Credit Facility Term Loans Due 2022 And 2023 | |||||
Cash flows from financing activities: | |||||
Principal payments under term loan | (1,338.5) | ||||
AMCE | 5.875% Senior Subordinated Notes due 2022 | |||||
Cash flows from financing activities: | |||||
Payments of Senior Subordinated Notes | (375) | ||||
AMCE | 6.0% Senior Secured Notes due 2023 | |||||
Cash flows from financing activities: | |||||
Payments of Senior Subordinated Notes | (230) | ||||
Subsidiary Guarantors | |||||
Net change in operating activities: | |||||
Net cash provided by operating activities | 63 | 218.3 | |||
Cash flows from investing activities: | |||||
Capital expenditures | (243.8) | (264.9) | |||
Acquisition of theatre assets | (11.8) | ||||
Proceeds from sale leaseback transaction | 50.1 | ||||
Proceeds from disposition | 162.5 | ||||
Proceeds from disposition of long-term assets | 6.1 | ||||
Investments in non-consolidated entities, net | 0.1 | ||||
Other, net | (0.3) | (1.6) | |||
Net cash provided by (used in) investing activities | (249.9) | (10.9) | |||
Cash flows from financing activities: | |||||
Principal payments under capital and financing lease obligations | (4.9) | (30.2) | |||
Change in intercompany advances | 14.1 | 63.8 | |||
Net cash provided by (used in) financing activities | 9.2 | (94) | |||
Effect of exchange rate changes on cash and cash equivalents and restricted cash | 19.6 | 24.3 | |||
Net increase (decrease) in cash, cash equivalents, and restricted cash | (158.1) | 137.7 | |||
Cash and cash equivalents, and restricted cash at beginning of period | 177.8 | 95.9 | |||
Cash and cash equivalents, and restricted cash at end of period | 19.7 | 233.6 | 19.7 | 233.6 | |
Subsidiary Guarantors | NCM | |||||
Cash flows from investing activities: | |||||
Proceeds from disposition of long-term assets | 8.2 | ||||
Subsidiary Guarantors | Screenvision | |||||
Cash flows from investing activities: | |||||
Proceeds from disposition | 45.8 | ||||
Subsidiary Guarantors | Open Road Films | |||||
Cash flows from investing activities: | |||||
Investments in non-consolidated entities | (11) | ||||
Subsidiary Non-Guarantors | |||||
Net change in operating activities: | |||||
Net cash provided by operating activities | 71.3 | 36.5 | |||
Cash flows from investing activities: | |||||
Capital expenditures | (104.4) | (110) | |||
Proceeds from disposition of long-term assets | 15.3 | ||||
Investments in non-consolidated entities, net | 9.4 | ||||
Other, net | 0.9 | ||||
Net cash provided by (used in) investing activities | (98.5) | (103.4) | |||
Cash flows from financing activities: | |||||
Repayments under revolving credit facilies | 6.6 | ||||
Repayments under Revolving Credit Facility | (1.7) | ||||
Principal payments under capital and financing lease obligations | (3.6) | (23.3) | |||
Change in intercompany advances | (19.9) | 23.4 | |||
Net cash provided by (used in) financing activities | (25.2) | (40.1) | |||
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (2.9) | (4.1) | |||
Net increase (decrease) in cash, cash equivalents, and restricted cash | (55.3) | (111.1) | |||
Cash and cash equivalents, and restricted cash at beginning of period | 145.9 | 221.3 | |||
Cash and cash equivalents, and restricted cash at end of period | $ 90.6 | $ 110.2 | $ 90.6 | 110.2 | |
Subsidiary Non-Guarantors | NCM | |||||
Cash flows from investing activities: | |||||
Proceeds from disposition of long-term assets | $ 5.7 |