Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Jun. 02, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2020 | |
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 | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001411579 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 52,549,593 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 51,769,784 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues | ||
Revenues | $ 941.5 | $ 1,200.4 |
Operating costs and expenses | ||
Operating expense, excluding depreciation and amortization below | 356.9 | 402.8 |
Rent | 237.8 | 242 |
General and administrative: | ||
Merger, acquisition and other costs | 0.2 | 3.3 |
Other, excluding depreciation and amortization below | 33.2 | 46.2 |
Depreciation and amortization | 122.5 | 113 |
Impairment of long-lived assets, indefinite-lived intangible assets and goodwill | 1,851.9 | |
Operating costs and expenses | 2,927.6 | 1,234.1 |
Operating loss | (1,986.1) | (33.7) |
Other expense (income): | ||
Other expense | 26.9 | 29.8 |
Interest expense: | ||
Corporate borrowings | 71.3 | 71.3 |
Finance lease obligations | 1.6 | 2.1 |
Non-cash NCM exhibitor services agreement | 9.9 | 10.2 |
Equity in (earnings) loss of non-consolidated entities | 2.9 | (6.5) |
Investment expense (income) | 9.4 | (16.1) |
Total other expense, net | 122 | 90.8 |
Loss before income taxes | (2,108.1) | (124.5) |
Income tax provision | 68.2 | 5.7 |
Net loss | $ (2,176.3) | $ (130.2) |
Loss per share: | ||
Basic | $ (20.88) | $ (1.25) |
Diluted | $ (20.88) | $ (1.25) |
Average shares outstanding: | ||
Basic (in thousands) | 104,245 | 103,783 |
Diluted (in thousands) | 104,245 | 103,783 |
Admissions | ||
Revenues | ||
Revenues | $ 568 | $ 731.5 |
Operating costs and expenses | ||
Operating costs and expenses | 271.7 | 365.3 |
Food and beverage | ||
Revenues | ||
Revenues | 288.1 | 368.8 |
Operating costs and expenses | ||
Operating costs and expenses | 53.4 | 61.5 |
Total other theatre | ||
Revenues | ||
Revenues | $ 85.4 | $ 100.1 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Comprehensive Loss: | ||
Net loss | $ (2,176.3) | $ (130.2) |
Unrealized foreign currency translation adjustments | (93.6) | (25.4) |
Realized loss on foreign currency transactions reclassified into other expense | 0.5 | |
Pension adjustments: | ||
Realized net loss reclassified into other expense, net of tax | 0.1 | 0.1 |
Equity method investee's cash flow hedge: | ||
Unrealized net holding loss arising during the period | (0.1) | |
Other comprehensive loss | (93.5) | (24.9) |
Total comprehensive loss | $ (2,269.8) | $ (155.1) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 299.8 | $ 265 |
Restricted cash | 10 | 10.5 |
Receivables, net | 126.8 | 254.2 |
Other current assets | 115.2 | 143.4 |
Total current assets | 551.8 | 673.1 |
Property, net | 2,520.4 | 2,649.2 |
Operating lease right-of-use assets, net | 4,602.3 | 4,796 |
Intangible assets, net | 175.1 | 195.3 |
Goodwill | 2,938 | 4,789.1 |
Deferred tax asset, net | 0.5 | 70.1 |
Other long-term assets | 450.2 | 503 |
Total assets | 11,238.3 | 13,675.8 |
Current liabilities: | ||
Accounts payable | 337.1 | 543.3 |
Accrued expenses and other liabilities | 263 | 324.6 |
Deferred revenues and income | 400.3 | 449.2 |
Current maturities of corporate borrowings | 20 | 20 |
Current maturities of finance lease liabilities | 10.2 | 10.3 |
Current maturities of operating lease liabilities | 581.5 | 585.8 |
Total current liabilities | 1,612.1 | 1,933.2 |
Corporate borrowings | 5,020.8 | 4,733.4 |
Finance lease liabilities | 85 | 89.6 |
Operating lease liabilities | 4,784.3 | 4,913.8 |
Exhibitor services agreement | 550.4 | 549.7 |
Deferred tax liability, net | 47.7 | 46 |
Other long-term liabilities | 212 | 195.9 |
Total liabilities | 12,312.3 | 12,461.6 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Additional paid-in capital | 2,003.6 | 2,001.9 |
Treasury stock (3,732,625 shares as of March 31, 2020 and December 31, 2019, at cost) | (56.4) | (56.4) |
Accumulated other comprehensive loss | (119.6) | (26.1) |
Accumulated deficit | (2,902.6) | (706.2) |
Total stockholders' equity (deficit) | (1,074) | 1,214.2 |
Total liabilities and stockholders' equity | 11,238.3 | 13,675.8 |
Class A common stock | ||
Stockholders' equity: | ||
Common stock value | 0.5 | 0.5 |
Total stockholders' equity (deficit) | 0.5 | 0.5 |
Class B common stock | ||
Stockholders' equity: | ||
Common stock value | $ 0.5 | $ 0.5 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
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) | 56,282,218 | 55,812,702 |
Common stock, shares outstanding (in shares) | 52,549,593 | 52,080,077 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, share authorized (in shares) | 51,769,784 | 51,769,784 |
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 | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (2,176.3) | $ (130.2) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 122.5 | 113 |
Deferred income taxes | 71.2 | 4.1 |
Impairment of long-lived assets, indefinite-lived intangible assets and goodwill | 1,851.9 | |
Amortization of net discount on corporate borrowings | 3.1 | 2.2 |
Amortization of deferred charges to interest expense | 4.1 | 4.4 |
Non-cash portion of stock-based compensation | 2.7 | 4 |
Gain on dispositions | (1) | (12.9) |
Loss on derivative asset and derivative liability | (19.6) | (28.4) |
Equity in loss from non-consolidated entities, net of distributions | 11.2 | |
Landlord contributions | 16.1 | 35.2 |
Other non-cash rent | 2.3 | 7.6 |
Deferred rent | (18.3) | (18.1) |
Net periodic benefit cost | 0.3 | 0.1 |
Change in assets and liabilities: | ||
Receivables | 129.4 | 68.3 |
Other assets | 29.2 | 14.5 |
Accounts payable | (169.8) | (76.7) |
Accrued expenses and other liabilities | (105.7) | (48) |
Other, net | 23.5 | 5.5 |
Net cash provided by (used in) operating activities | (184) | 1.4 |
Cash flows from investing activities: | ||
Capital expenditures | (91.7) | (114.8) |
Proceeds from disposition of long-term assets | 3.4 | 17.3 |
Investments in non-consolidated entities, net | (0.1) | |
Other, net | 0.9 | (0.9) |
Net cash used in investing activities | (87.4) | (98.5) |
Cash flows from financing activities: | ||
Borrowings (repayments) under revolving credit facilities | 325.1 | (3.8) |
Scheduled principal payments under Term Loans | (5) | (3.4) |
Principal payments under finance lease obligations | (2.3) | (3.8) |
Cash used to pay for deferred financing costs | (0.1) | |
Cash used to pay dividends | (4.3) | (21.8) |
Taxes paid for restricted unit withholdings | (1) | (1.1) |
Net cash provided by (used in) financing activities | 312.4 | (33.9) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (6.7) | 2.2 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 34.3 | (128.8) |
Cash and cash equivalents, and restricted cash at beginning of period | 275.5 | 324 |
Cash and cash equivalents, and restricted cash at end of period | 309.8 | 195.2 |
Cash paid during the period for: | ||
Interest (including amounts capitalized of $0.3 million for both periods) | 34.6 | 38.1 |
Income taxes paid, net | 1.7 | 2.5 |
Schedule of non-cash activities: | ||
Investment in NCM | 4.5 | 1.4 |
Construction payables at period end | $ 58.4 | $ 83.8 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
Interest, capitalized | $ 0.3 | $ 0.3 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2020 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | NOTE 1—BASIS OF PRESENTATION AMC Entertainment Holdings, Inc. (“Holdings”), through its direct and indirect subsidiaries, including American Multi-Cinema, Inc. and its subsidiaries, (collectively with Holdings, unless the context otherwise requires, the “Company” or “AMC”), is principally involved in the theatrical exhibition business and owns, operates or has interests in theatres located in the United States and Europe. Holdings is an indirect subsidiary of Dalian Wanda Group Co., Ltd. (“Wanda”), a Chinese private conglomerate. As of March 31, 2020, Wanda owned approximately 49.63% of Holdings’ outstanding common stock and 74.72% 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 transactions. Temporarily Suspended Operations. As of or before March 17, 2020, the Company temporarily suspended all theatre operations in its U.S. markets and International markets in compliance with local, state, and federal governmental restrictions and recommendations on social gatherings to prevent the spread of COVID-19 and as a precaution to help ensure the health and safety of the Company’s guests and theatre staff. As a result of these temporarily suspended operations, the Company’s revenues and expenses for the three months ended March 31, 2020 are significantly lower than the revenues and expenses for the three months ended March 31, 2019. The Company will continue to monitor this situation closely and remain flexible on reopening its theatres in accordance with the Centers for Disease Control and Prevention and governmental directives. Liquidity. In response to the COVID-19 pandemic, the Company has taken and is continuing to take significant steps to preserve cash by eliminating non-essential costs, including reductions to executive compensation and elements of its fixed cost structure: ● Suspended non-essential operating expenditures, including marketing & promotional and travel and entertainment expenses; and where possible, for example: utilities, reduced essential operating expenditures to minimum levels necessary while theatres are closed. ● Terminated or deferred all non-essential capital expenditures to minimum levels necessary while theatres are closed. ● Implemented measures to reduce corporate-level employment costs, including full or partial furloughs of all corporate-level Company employees, including senior executives, with individual work load and salary reductions ranging from 20% to 100% ; cancellation of pending annual merit pay increases; and elimination or reduction of non-healthcare benefits. ● All domestic theatre-level crew members have been fully furloughed and theatre-level management has been reduced to the minimum level necessary to begin resumption of operations when permitted. Similar efforts to reduce theatre-level and corporate employment costs are being undertaken internationally consistent with applicable laws across the jurisdictions in which the Company operates. ● Working with the Company’s landlords, vendors, and other business partners to manage, defer, and/or abate the related rent expenses and operating expenses during the disruptions caused by the COVID-19 pandemic. ● Introduced an active cash management process, which, among other things, requires senior management approval of all outgoing payments. ● The Company does not expect to continue dividend payments which, when considered in tandem with the dividend decrease of $0.17 per share paid in the first quarter of 2020 when compared to the dividend payments made in the first quarter of 2019, results in aggregate quarterly cash savings of $17.5 million. ● The Company does not expect to make purchases under its recently authorized stock repurchase program for the duration of 2020. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act provides opportunities for additional liquidity, loan guarantees, and other government programs to support companies affected by the COVID-19 pandemic and their employees. Based on the Company’s preliminary analysis of the CARES Act, the Company expects to recognize the following benefits: ● Approximately $18.5 million of cash tax refunds from overpayments and refundable alternative minimum tax credits with the filing of the Company’s 2019 federal tax return, amending 2018 state tax returns and filing 2019 state tax returns in which the Company expects a refund. ● Deferral of social security payroll tax matches that would otherwise be required in 2020. ● Receipt of a payroll tax credit in 2020 for expenses related to paying wages and health benefits to employees who are not working as a result of temporarily suspended operations and reduced receipts associated with COVID-19. The Company intends to seek any available potential benefits under the CARES Act, including loans, investments or guarantees, and any other such current or future government programs for which the Company qualifies domestically and internationally, including those described above. The Company cannot predict the manner in which such benefits will be allocated or administered, and the Company cannot assure the reader that it will be able to access such benefits in a timely manner or at all. The Company believes its cash balance as of March 31, 2020 was sufficient to withstand a global suspension of operations until a partial reopening in July 2020. After giving effect to the proceeds of $500.0 million received from the issuance of the 10.5% first lien notes due 2025 (the “First Lien Notes due 2025”) on April 24, 2020, existing cash and cash equivalents and cash generated from operations upon reopening, the Company may have sufficient liquidity to fund operations and essential capital expenditures for the next 12 months. Further, as discussed in Note 14—Subsequent Events, the Company’s lenders have granted relief from the maintenance covenants in the revolving credit agreements and the Company believes it will maintain compliance with all financial debt covenants for the next 12 months. Therefore, the Company believes it has the cash resources to reopen its theatres and resume operations this summer or later. The Company’s liquidity needs thereafter will depend, among other things, on the timing of a full resumption of operations, the timing of movie releases and its ability to generate revenues. While the Company has used its best estimates based on currently available information, the Company cannot assure the reader that its assumptions used to estimate its liquidity requirements will be correct — — Use of Estimates. Principles of Consolidation. ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020. The Company manages its business under two reportable segments for its theatrical exhibition operations, U.S. markets and International markets. Accumulated other comprehensive loss. Pension and Foreign Other (In millions) Currency Benefits Total Balance December 31, 2019 $ (8.8) $ (17.3) $ (26.1) Other comprehensive loss before reclassifications (93.6) — (93.6) Amounts reclassified from accumulated other comprehensive loss — 0.1 0.1 Balance March 31, 2020 $ (102.4) $ (17.2) $ (119.6) Accumulated depreciation and amortization. Other expense. Three Months Ended (In thousands) March 31, 2020 March 31, 2019 Derivative liability fair value adjustment for embedded conversion feature in the Convertible Notes due 2024 $ (0.5) $ 13.3 Derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement 20.1 15.1 Credit losses related to contingent lease guarantees 5.3 — Loss on Pound sterling forward contract — 0.3 Foreign currency transactions losses 2.0 0.5 Non-operating components of net periodic benefit cost — 0.1 Fees related to modification of term loans — 0.2 Other — 0.3 Total other expense $ 26.9 $ 29.8 Impairments. Three Months Ended March 31, March 31, (In millions) 2020 2019 Impairment of long-lived assets $ 91.3 $ — Impairment of indefinite-lived intangible assets 8.3 — Impairment of definite-lived intangible assets 8.0 — Impairment of goodwill 1,744.3 — Investment expense 7.2 — Total impairment loss $ 1,859.1 $ — (1) See Note 4 — Goodwill for information regarding goodwill impairment. The Company evaluates definite-lived and indefinite-lived intangible assets for impairment annually or more frequently as specific events or circumstances dictate or changes in circumstances indicate that the carrying amount of the asset group may not be fully recoverable. During the three months ended March 31, 2020, the Company recorded non-cash impairment of long-lived assets of $81.4 million on 57 theatres in the U.S. markets with 658 screens (in Alabama, Arkansas, California, District of Columbia, Florida, Georgia, Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota, Missouri, Montana, New Hampshire, New Jersey, New York, North Carolina, North Dakota, Ohio, Pennsylvania, South Dakota, Tennessee, Texas, Washington, Wisconsin and Wyoming) and $9.9 million on 23 theatres in the International markets with 213 screens (in Germany, Italy, Spain, UK and Sweden). During the three months ended March 31, 2020, the Company recorded impairment losses related to definite-lived intangible assets of $8.0 million. In addition, the Company recorded an impairment loss of $7.2 million within investment expense (income), related to equity interest investments without a readily determinable fair value accounted for under the cost method. During the three months ended March 31, 2020, the Company performed a quantitative impairment evaluation of its indefinite-lived intangible assets related to the AMC, Odeon and Nordic tradenames and recorded impairment charges of $5.9 million related to Odeon tradenames and $2.4 million related to Nordic tradenames during the three months ended March 31, 2020. To estimate fair value of the Company’s indefinite-lived trade names, the Company employed a derivation of the Income Approach known as the Royalty Savings. Accounting Pronouncements Recently Adopted Financial Instruments. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 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 impacts how the Company determines its allowance for estimated uncollectible receivables and also contingent lease guarantees, where 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. ASU 2016-13 was effective for the Company in the first quarter of 2020. The Company recognized the cumulative effect upon adoption of the new standard related to credit losses for contingent lease guarantees of Fair Value Measurement. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which eliminates, adds, and modifies certain disclosure requirements for fair value measurements as part of its disclosure framework project. Entities are no longer required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but are required to disclose the range and weighted average used to develop significant observable inputs for Level 3 fair value measurements. The fair value measurement disclosure requirements of ASU 2018-13 was effective for the Company in the first quarter of 2020. See Note 9—Fair Value Measurements for the required disclosures for Level 3 fair value measurements. Cloud Computing Arrangement. Accounting Pronouncements Issued Not Yet Adopted Income Taxes. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to improve consistency and simplify several areas of existing guidance. ASU 2019-12 removes certain exceptions to the general principles related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also clarifies the accounting for transactions that result in a step-up in the tax basis for goodwill. ASU 2019-12 is effective for the Company in the first quarter of 2021. Early adoption is permitted. The Company is currently evaluating the effect that ASU 2019-12 will have on its consolidated financial statements. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2020 | |
LEASES | |
LEASES | NOTE 2—LEASES The Company leases theatres and equipment under operating and finance leases. 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. Equipment leases primarily consist of digital projectors and food and beverage equipment. The following table reflects the lease costs for the three months ended March 31, 2020 and March 31, 2019: Three Months Ended (In millions) Consolidated Statement of Operations March 31, 2020 March 31, 2019 Operating lease cost Theatre properties Rent $ 216.9 $ 218.9 Theatre properties Operating expense 2.2 1.7 Equipment Operating expense 3.9 3.5 Office and other General and administrative: other 1.3 1.3 Finance lease cost Amortization of finance lease assets Depreciation and amortization 1.9 2.7 Interest expense on lease liabilities Finance lease obligations 1.6 2.1 Variable lease cost Theatre properties Rent 20.9 23.0 Equipment Operating expense 7.0 10.7 Total lease cost $ 255.7 $ 263.9 Three Months Ended (In millions) March 31, 2020 March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in finance leases $ (1.6) $ (2.1) Operating cash flows used in operating leases (240.3) (236.0) Financing cash flows used in finance leases (2.3) (3.8) Landlord contributions: Operating cashflows provided by operating leases 16.1 35.2 Supplemental disclosure of noncash leasing activities: Right-of-use assets obtained in exchange for new operating lease liabilities 69.7 21.0 (1) Reflects contractual amounts due to be paid in cash. For the three months ended March 31, 2020, the Company deferred cash payments of $17.5 million of these amounts, which are included in the condensed consolidated statements of cash flows as part of the change in accounts payable. (2) Includes lease extensions and option exercises. As of March 31, 2020 Weighted Average Weighted Average Remaining Discount Lease Term and Discount Rate Lease Term (years) Rate Operating leases 10.0 7.2% Finance leases 12.7 6.5% not yet commenced of approximately $194.9 million, which are expected to commence between 2020 and 2023, and carry lease terms of approximately 5 to 25 years. The timing of lease commencement is dependent on the landlord providing the Company with control and access to the related facility. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Mar. 31, 2020 | |
REVENUE RECOGNITION | |
REVENUE RECOGNITION | NOTE 3—REVENUE RECOGNITION Disaggregation of Revenue. Three Months Ended Three Months Ended (In millions) March 31, 2020 March 31, 2019 Major revenue types Admissions $ 568.0 $ 731.5 Food and beverage 288.1 368.8 Other theatre: Advertising 29.7 34.5 Other theatre 55.7 65.6 Other theatre 85.4 100.1 Total revenues $ 941.5 $ 1,200.4 Three Months Ended (In millions) March 31, 2020 March 31, 2019 Timing of revenue recognition Products and services transferred at a point in time $ 851.8 $ 1,110.0 Products and services transferred over time 89.7 90.4 Total revenues $ 941.5 $ 1,200.4 (1) The following tables provide the balances of receivables and deferred revenue income: (In millions) March 31, 2020 December 31, 2019 Current assets: Receivables related to contracts with customers $ 29.4 $ 160.3 Miscellaneous receivables 97.4 93.9 Receivables, net $ 126.8 $ 254.2 (In millions) March 31, 2020 December 31, 2019 Current liabilities: Deferred revenue related to contracts with customers $ 396.4 $ 447.1 Miscellaneous deferred income 3.9 2.1 Deferred revenue and income $ 400.3 $ 449.2 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 December 31, 2019 $ 447.1 Cash received in advance 71.3 Customer loyalty rewards accumulated, net of expirations: Admission revenues 4.8 Food and beverage 12.5 Other theatre (0.2) Reclassification to revenue as the result of performance obligations satisfied: Admission revenues (89.5) Food and beverage (23.8) Other theatre (21.2) Foreign currency translation adjustment (4.6) Balance March 31, 2020 $ 396.4 (1) ® (2) ® (3) ® (4) ® The Company suspended the recognition of deferred revenues related to certain loyalty programs, gift cards, and exchange tickets during the period in which its operations are temporarily suspended. 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 December 31, 2019 $ 549.7 Common Unit Adjustment–additions of common units (1) 4.8 Reclassification of the beginning balance to other theatre revenue, as the result of performance obligations satisfied (4.1) Balance March 31, 2020 $ 550.4 (1) Gift cards and exchange tickets. Loyalty programs. ® The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less. |
GOODWILL
GOODWILL | 3 Months Ended |
Mar. 31, 2020 | |
GOODWILL. | |
GOODWILL | NOTE 4—GOODWILL (In millions) Domestic Theatres International Theatres Total Balance December 31, 2019 $ 3,072.6 $ 1,716.5 $ 4,789.1 Impairment adjustment (1,124.9) (619.4) (1,744.3) Currency translation adjustment — (106.8) (106.8) Balance March 31, 2020 $ 1,947.7 $ 990.3 $ 2,938.0 A decline in the common stock price and prices of the Company’s corporate borrowings and the resulting impact on market capitalization are two of several factors considered when making this evaluation. Based on sustained declines during 2020 in the Company’s enterprise market capitalization and the temporary suspension of operations at all the Company’s theatres on or before March 17, 2020 due to the COVID-19 pandemic, the Company performed a Step 1 quantitative goodwill impairment test of the Domestic and International reporting units as of March 31, 2020. — million was recorded as of March 31, 2020 for the Company’s Domestic Theatres and International Theatres reporting units, respectively. |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 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 (“SV Holdco”), 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 55 theatres in Europe. Indebtedness held by equity method investees is non-recourse to the Company. 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 (In millions) March 31, 2020 March 31, 2019 Revenues $ 26.1 $ 37.7 Operating costs and expenses 37.2 19.2 Net earnings (loss) $ (11.1) $ 18.5 The components of the Company’s recorded equity in earnings (loss) of non-consolidated entities are as follows: Three Months Ended (In millions) March 31, 2020 March 31, 2019 DCIP $ (1.9) $ 5.6 Other (1.0) 0.9 The Company’s recorded equity in earnings (loss) $ (2.9) $ 6.5 Related Party Transactions The Company recorded the following related party transactions with equity method investees: As of As of (In millions) March 31, 2020 December 31, 2019 Due from DCM for on-screen advertising revenue $ 0.9 $ 4.2 Loan receivable from DCM 0.6 0.7 Due from DCIP for warranty expenditures — 3.5 Due to AC JV for Fathom Events programming (1.0) (0.8) Due from Screenvision for on-screen advertising revenue 0.7 3.4 Due from Nordic JVs 2.3 2.5 Due to Nordic JVs for management services (2.2) (1.6) Due from SCC related to the joint venture 9.3 8.3 Due to U.S. theatre partnerships (0.8) (1.0) Three Months Ended (In millions) Condensed Consolidated Statement of Operations March 31, 2020 March 31, 2019 DCM screen advertising revenues Other revenues $ 3.6 $ 3.9 DCIP equipment rental expense Operating expense 1.3 1.1 Gross exhibition cost on AC JV Fathom Events programming Film exhibition costs 2.4 7.3 Screenvision screen advertising revenues Other revenues 2.1 3.5 |
CORPORATE BORROWINGS
CORPORATE BORROWINGS | 3 Months Ended |
Mar. 31, 2020 | |
CORPORATE BORROWINGS | |
CORPORATE BORROWINGS | NOTE 6—CORPORATE BORROWINGS (In millions) March 31, 2020 December 31, 2019 Senior Secured Credit Facility-Term Loan due 2026 (4.61% as of March 31, 2020) $ 1,980.0 $ 1,985.0 Revolving Credit Facility Due 2024 (4.75% as of March 31, 2020) 215.0 — Odeon Revolving Credit Facility Due 2022 (3.17% as of March 31, 2020) 85.1 — Odeon Revolving Credit Facility Due 2022 (2.6% as of March 31, 2020) 24.7 — 2.95% Senior Unsecured Convertible Notes due 2024 600.0 600.0 6.375% Senior Subordinated Notes due 2024 (£500 million par value) 617.3 655.8 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 $ 5,192.1 $ 4,910.8 Finance lease obligations 95.2 99.9 Debt issuance costs (84.5) (88.8) Net discounts (66.8) (69.1) Derivative liability — 0.5 $ 5,136.0 $ 4,853.3 Less: Current maturities corporate borrowings (20.0) (20.0) Current maturities finance lease obligations (10.2) (10.3) $ 5,105.8 $ 4,823.0 Senior Unsecured Convertible Notes due 2024 The table below sets forth the carrying value of the Senior Unsecured Convertible Notes due 2024: Carrying Value Increase Carrying Value as of to Expense as of (In millions) December 31, 2019 (Income) March 31, 2020 Principal balance $ 600.0 $ — $ 600.0 Discount (73.7) 3.4 (70.3) Debt issuance costs (11.2) 0.4 (10.8) Derivative liability 0.5 (0.5) — Carrying value $ 515.6 $ 3.3 $ 518.9 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 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 months ended March 31, 2020 and March 31, 2019 of $8.3 million and $8.0 million, respectively. The derivative liability is remeasured at fair value each reporting period with changes in fair value recorded in the condensed consolidated statements 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 March 31, 2020, 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 — — 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. 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. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2020 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 7—STOCKHOLDERS’ EQUITY Dividends The following is a summary of dividends and dividend equivalents paid to stockholders during the three months ended March 31, 2020: Amount per Total Amount Share of Declared Declaration Date Record Date Date Paid Common Stock (In millions) February 26, 2020 March 9, 2020 March 23, 2020 $ 0.03 $ 3.2 Related Party Transactions As of March 31, 2020 and December 31, 2019, the Company recorded a receivable due from Wanda of $0.4 million and $0.8 million, respectively, for reimbursement of general administrative and other expense incurred on behalf of Wanda. For the three months ended March 31, 2020 and March 31, 2019, the Company recorded $0.1 million in both periods related to 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 three — Condensed Consolidated Statements of Stockholders’ Equity For the Three Months Ended March 31, 2020 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 Loss (Deficit) Equity (Deficit) Balances December 31, 2019 52,080,077 $ 0.5 51,769,784 $ 0.5 $ 2,001.9 3,732,625 $ (56.4) $ (26.1) $ (706.2) $ 1,214.2 Cumulative effect adjustment for the adoption of new accounting principle (ASU 2016-13) — — — — — — — — (16.9) (16.9) Net loss — — — — — — — — (2,176.3) (2,176.3) Other comprehensive loss — — — — — — — (93.5) — (93.5) Dividends declared: Class A common stock, $0.20/share, net of forfeitures — — — — — — — — (1.6) (1.6) Class B common stock, $0.20/share — — — — — — — — (1.6) (1.6) Taxes paid for restricted unit withholdings — — — — (1.0) — — — — (1.0) Stock-based compensation 469,516 — — — 2.7 — — — — 2.7 Balances March 31, 2020 52,549,593 $ 0.5 51,769,784 $ 0.5 $ 2,003.6 3,732,625 $ (56.4) $ (119.6) $ (2,902.6) $ (1,074.0) Condensed Consolidated Statements of Stockholders’ Equity For the Three Months Ended March 31, 2019 Accumulated Class A Voting Class B Voting Additional Other Accumulated Total Common Stock Common Stock Paid-in Treasury Stock Comprehensive Earnings Stockholders’ (In millions, except share and per share data) Shares Amount Shares Amount Capital Shares Amount Income (Loss) (Deficit) Equity Balances December 31, 2018 55,401,325 $ 0.5 51,769,784 $ 0.5 $ 1,998.4 3,732,625 $ (56.4) $ 5.5 $ (550.9) $ 1,397.6 Cumulative effect adjustments for the adoption of new accounting principle (ASU 842) — — — — — — — — 78.8 78.8 Net loss — — — — — — — — (130.2) (130.2) Other comprehensive income — — — — — — — (24.9) — (24.9) Dividends declared: Class A common stock, $0.20/share — — — — — — — — (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 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2020 | |
INCOME TAXES | |
INCOME TAXES | NOTE 8—INCOME TAXES The Company’s worldwide effective income tax rate is based on actual income (loss), statutory rates, valuation allowances against deferred tax assets and tax planning opportunities available in the various jurisdictions in which it operates. The Company is using a discrete income tax calculation for the first quarter of 2020 due to the inability to determine reliable annual estimates of taxable income (loss) due to COVID-19. Historically, 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 will return to the historic approach of computing quarterly tax expense based on an annual effective rate in the future interim period when more reliable estimates of annual income become available. The Company recognizes income tax-related interest expense and penalties as income tax expense and general and administrative expense, respectively. 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. During the first quarter of 2020, the severe impact of COVID-19 on operations in Germany and Spain caused the Company to conclude the realizability of deferred tax assets held in those jurisdictions does not meet the more likely than not standard. As such, a charge of $33.1 million and $40.1 million was recorded for Germany and Spain, 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 other international jurisdictions carried valuation allowances against their deferred tax assets at the beginning of 2020. As a result, the effective tax rate for the three months ended March 31, 2020 reflects the impact of these valuation allowances against U.S. and international deferred tax assets generated during the three month period. The actual effective rate for the three months ended March 31, 2020 was (3.2)%. The Company’s consolidated tax rate for the three months ended March 31, 2020 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 goodwill impairments, interest, compensation, and other discrete items. No tax impact was recorded on the $1,744.3 million goodwill impairment charge incurred during the three months ended March 31, 2020, as the portion impaired was permanently non-deductible. At March 31, 2020 and December 31, 2019, the Company has recorded net deferred tax liabilities of $47.2 million and net deferred tax assets of $24.1 million, respectively. On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property, as well as loans to certain qualifying businesses. The Company continues to examine the impacts that the CARES Act may have on its business. While the Company may take advantage of certain CARES Act’s cash deferral provisions, many of the provisions are not applicable to the Company. Additionally, as of the date of this filing, the Company has not participated in CARES Act loans. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2020 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9—FAIR VALUE MEASUREMENTS Fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the entity transacts business. The inputs used to develop these fair value measurements are established in a hierarchy, which ranks the quality and reliability of the information used to determine the fair values. The fair value classification is based on levels of inputs. Assets and liabilities that are carried at fair value are classified and disclosed in one of the following categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. Recurring Fair Value Measurements. The following table summarizes the fair value hierarchy of the Company’s financial assets and liabilities carried at fair value on a recurring basis as of March 31, 2020: Fair Value Measurements at March 31, 2020 Using Significant Total Carrying Quoted prices in Significant other unobservable Value at active market observable inputs inputs (In millions) March 31, 2020 (Level 1) (Level 2) (Level 3) Other long-term assets: Money market mutual funds $ 0.6 $ 0.6 $ — $ — Derivative asset 17.9 — — 17.9 Investments measured at net asset value 9.8 — — — Marketable equity securities: Investment in NCM 4.5 4.5 — — Total assets at fair value $ 32.8 $ 5.1 $ — $ 17.9 (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. 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 — Nonrecurring Fair Value Measurements. The following table summarizes the fair value hierarchy of the Company’s assets that were measured at fair value on a nonrecurring basis: Fair Value Measurements at March 31, 2020 Using Significant other Significant Total Carrying Quoted prices in observable unobservable Value at active market inputs inputs Total (In millions) March 31, 2020 (Level 1) (Level 2) (Level 3) Losses Property, net: Property net $ 40.5 $ — $ — $ 40.5 $ 30.9 Operating lease right-of-use assets Operating lease right-of-use assets 124.0 — — 124.0 60.4 Intangible assets, net Definite-lived intangible assets 6.6 — — 6.6 8.0 Indefinite-lived intangible assets 50.3 — — 50.3 8.3 Goodwill Goodwill 2,938.0 — — 2,938.0 1,744.3 Other long-term assets Cost method investments — — — — 7.2 Total $ 3,159.4 $ — $ — $ 3,159.4 1,859.1 Valuation Techniques. Other Fair Value Measurement Disclosures. The Company is required to disclose the fair value of financial instruments that are not recognized at fair value in the statement of financial position for which it is practicable to estimate that value: Fair Value Measurements at March 31, 2020 Using Significant other Significant Total Carrying Quoted prices in observable unobservable Value at active market inputs inputs (In millions) March 31, 2020 (Level 1) (Level 2) (Level 3) Current maturities of corporate borrowings $ 20.0 $ — $ 15.1 $ — Corporate borrowings 5,020.8 — 2,630.6 239.2 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. |
OPERATING SEGMENTS
OPERATING SEGMENTS | 3 Months Ended |
Mar. 31, 2020 | |
OPERATING SEGMENTS | |
OPERATING SEGMENTS | NOTE 10—OPERATING SEGMENTS ® Three Months Ended Revenues (In millions) March 31, 2020 March 31, 2019 U.S. markets $ 661.3 $ 867.2 International markets 280.2 333.2 Total revenues $ 941.5 $ 1,200.4 Three Months Ended Adjusted EBITDA (1) (In millions) March 31, 2020 March 31, 2019 U.S. markets $ (3.8) $ 77.5 International markets 6.9 30.7 Total Adjusted EBITDA $ 3.1 $ 108.2 (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 the Company’s ongoing operating performance and to include attributable EBITDA from equity investments in theatre operations in International markets and any cash distributions of earnings from its other equity method investees. The measure of segment profit and loss the Company uses to evaluate performance and allocate its resources is Adjusted EBITDA, which is consistent with how Adjusted EBITDA is defined in the Company’s debt indentures. (2) Distributions from NCM are reported entirely within the U.S. markets segment. Three Months Ended Capital Expenditures (In millions) March 31, 2020 March 31, 2019 U.S. markets $ 56.9 $ 75.5 International markets 34.8 39.3 Total capital expenditures $ 91.7 $ 114.8 As of As of Long-term assets, net (In millions) March 31, 2020 December 31, 2019 U.S. markets $ 7,698.7 $ 9,039.6 International markets 2,987.8 3,963.1 Total long-term assets $ 10,686.5 $ 13,002.7 (1) Long-term assets are comprised of property, operating lease right-of-use assets, intangible assets, goodwill, deferred tax assets, and other long-term assets. Three Months Ended (In millions) March 31, 2020 March 31, 2019 Net loss $ (2,176.3) $ (130.2) Plus: Income tax provision 68.2 5.7 Interest expense 82.8 83.6 Depreciation and amortization 122.5 113.0 Impairment of long-lived assets, indefinite-lived intangible assets and goodwill 1,851.9 — Certain operating expenses 2.1 2.5 Equity in (earnings) loss of non-consolidated entities 2.9 (6.5) Cash distributions from non-consolidated entities 7.6 10.5 Attributable EBITDA (0.1) 0.9 Investment expense (income) 9.4 (16.1) Other expense 26.9 29.9 Other non-cash rent 2.3 7.6 General and administrative — unallocated: Merger, acquisition and other costs 0.2 3.3 Stock-based compensation expense 2.7 4.0 Adjusted EBITDA $ 3.1 $ 108.2 (1) For information regarding the income tax provision, see Note 8 — Income Taxes. (2) During the three months ended March 31, 2020, the Company recorded non-cash impairment charges of $1,124.9 million and $619.4 million related to the enterprise fair values of its Domestic Theatres and International Theatres reporting units, respectively. The Company recorded non-cash impairment charges related to its long-lived assets of $81.4 million on 57 theatres in the U.S. markets with 658 screens which were related to property, net, operating lease right-of-use assets, net and other long-term assets and $9.9 million on 23 theatres in the International markets with 213 screens which were related to property, net and operating lease right-of-use assets, net, during the three months ended March 31, 2020. The Company recorded non-cash impairment charges related to its indefinite-lived intangible assets of $5.9 million and $2.4 million related to the Odeon and Nordic tradenames, respectively, during the three months ended March 31, 2020. The Company also recorded non-cash impairment charges of $8.0 million related to its definite-lived intangible assets. (3) 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 or are non-operating in nature. (4) Equity in (earnings) loss of non-consolidated entities was primarily due to equity in loss from DCIP of $1.9 million for the three months ended March 31, 2020 and equity in earnings from DCIP of $5.6 million for the three months ended March 31, 2019. (5) Includes U.S. non-theatre distributions from equity method investments and International non- theatre distributions from equity method investments to the extent received. The Company believes including cash distributions is an appropriate reflection of the contribution of these investments to the Company’s operations. (6) 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 in (earnings) 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 the Company’s gift card and package ticket program. Three Months Ended (In millions) March 31, 2020 March 31, 2019 Equity in (earnings) loss of non-consolidated entities $ 2.9 $ (6.5) Less: Equity in (earnings) loss of non-consolidated entities excluding International theatre joint ventures 2.1 (6.0) Equity in earnings (loss) of International theatre joint ventures (0.8) 0.5 Income tax benefit (0.1) — Investment income (0.2) (0.2) Depreciation and amortization 0.8 0.6 Other expense 0.2 — Attributable EBITDA $ (0.1) $ 0.9 (7) Other expense for the three months ended March 31, 2020 and March 31, 2019 was primarily due to the decrease in the fair value of the Company’s derivative asset for the contingent call option related to the Class B common stock purchase and cancellation agreement of $20.1 million and $15.1 million expense, respectively, the change in fair value of the Company’s derivative liability for the embedded conversion feature in the Company’s Convertible Notes due 2024 of a gain of $0.5 million and loss of $13.3 million, respectively, credit losses related to contingent lease guarantees of $5.3 million and $0 , respectively, and foreign currency transaction losses of $2.0 million and $0.5 million, respectively. (8) Reflects amortization expense for certain intangible assets reclassified from depreciation and amortization to rent expense due to the adoption of ASC 842 and deferred rent benefit related to the impairment of right-of-use operating lease assets in calendar year 2019 due to the adoption of ASC 842. (9) Merger, acquisition and other costs are excluded as they are non-operating in nature. (10) Non-cash expense included in general and administrative: other. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 11—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. On May 21, 2018, a stockholder derivative complaint, captioned Gantulga v. Aron, et al. Gantulga v. Aron, et al. On October 2, 2019, a stockholder derivative complaint, captioned Kenna v. Aron On March 20, 2020, a stockholder derivative complaint, captioned Manuel v. Aron, et al On April 7, 2020, a stockholder derivative complaint, captioned Dinkevich v. Aron, et al On February 3, 2020, the Company received a books and records demand pursuant to 8 Del. C. On December 31, 2019, the Company received a stockholder litigation demand, requesting that the Company’s board of directors investigate the allegations in the Actions and pursue claims on the Company’s behalf based on those allegations. On May 5, 2020, the Board determined not to pursue the claims sought in the demand at this time. On April 22, 2019, a putative stockholder class and derivative complaint, captioned Lao v. Dalian Wanda Group Co., Ltd. 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. During the three months ended March 31, 2020, the Company recorded $5.3 million in estimated credit losses related to contingent lease guarantees in other expense. The Company applied a probability weighted approach for the estimation of credit loss reserve for contingent lease guarantees expected to be funded over the lease term using the discounted cash flow method. See Note 1 — |
LOSS PER SHARE
LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2020 | |
LOSS PER SHARE | |
LOSS PER SHARE | NOTE 12—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 loss per common share: Three Months Ended (In millions) March 31, 2020 March 31, 2019 Numerator: Net loss for basic loss per share $ (2,176.3) $ (130.2) Net loss for diluted loss per share $ (2,176.3) $ (130.2) Denominator Weighted average shares for basic loss per common share 104,245 103,783 Weighted average shares for diluted loss per common share 104,245 103,783 Basic loss per common share $ (20.88) $ (1.25) Diluted loss per common share $ (20.88) $ (1.25) 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. For the three months ended March 31, 2020 and March 31, 2019, unvested RSU’s of 2,210,736 and 43,073, respectively, were not included in the computation of diluted loss per share because they would be anti-dilutive. Unvested PSUs and SPSUs are subject to performance and market conditions, respectively, 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. Unvested PSUs of 793,932 and 504,253 at 100% performance target for the three months ended March 31, 2020 and March 31, 2019, respectively, and unvested SPSUs of 595,003 at the minimum market condition for the three months ended March 31, 2020, 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. 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. For the three months ended March 31, 2020 and March 31, 2019, the Company has not adjusted net loss to eliminate the interest expense of $8.3 million and $8.0 million, respectively, and also the (gain)/loss for the derivative liability related to the Convertible Notes due 2024 of $(0.5) million and $13.3 million, respectively, in the computation of diluted loss per share because the effects would be anti-dilutive. For the three months ended March 31, 2020 and March 31, 2019, the Company has not included in diluted weighted average shares approximately 31.7 million shares issuable upon conversion in both periods as the effects would be anti-dilutive. Based on the current conversion price of $18.95 per share the Convertible Notes due 2024 are convertible into 31,662,269 Class A common shares. |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 3 Months Ended |
Mar. 31, 2020 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | NOTE 13—CONDENSED CONSOLIDATING FINANCIAL INFORMATION The accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X Rule 3-10, Financial statements of guarantors and issuers of guaranteed securities registered or being registered. Each of the subsidiary guarantors are 100% owned by Holdings. The subsidiary guarantees of the Company’s the Convertible Notes due 2024, Sterling Notes due 2024, the Notes due 2025, the Notes due 2026, and the Notes due 2027 are full and unconditional and joint and several and subject to customary release provisions. The Company and its subsidiary guarantors’ investments in its consolidated subsidiaries are presented under the equity method of accounting. The condensed consolidating information for the guarantors/non-guarantors has been retrospectively revised based on the structure that exists as of March 31, 2020 and reflecting changes as a result of the Sixth Amendment to the Senior Secured Credit Facility. Condensed Consolidating Statement of Operations Three Months Ended March 31, 2020: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 389.1 $ 178.9 $ — $ 568.0 Food and beverage — 216.6 71.5 — 288.1 Other theatre — 55.6 29.8 — 85.4 Total revenues — 661.3 280.2 — 941.5 Operating costs and expenses Film exhibition costs — 198.9 72.8 — 271.7 Food and beverage costs — 34.9 18.5 — 53.4 Operating expense, excluding depreciation and amortization — 251.9 105.0 — 356.9 Rent — 174.4 63.4 — 237.8 General and administrative: Merger, acquisition and other costs — 0.3 (0.1) — 0.2 Other, excluding depreciation and amortization — 17.3 15.9 — 33.2 Depreciation and amortization — 92.4 30.1 — 122.5 Impairment of long-lived assets, indefinite-lived intangible assets and goodwill — 1,214.3 637.6 — 1,851.9 Operating costs and expenses — 1,984.4 943.2 — 2,927.6 Operating loss — (1,323.1) (663.0) — (1,986.1) Other expense (income): Equity in net loss of subsidiaries 2,158.2 744.2 — (2,902.4) — Other expense 20.2 5.3 1.4 — 26.9 Interest expense: Corporate borrowings 70.7 71.0 0.8 (71.2) 71.3 Financing lease obligations — 0.4 1.2 — 1.6 Non-cash NCM exhibitor service agreement — 9.9 — — 9.9 Intercompany interest expense — — 6.0 (6.0) — Equity in loss of non-consolidated entities — 1.9 1.0 — 2.9 Investment expense (income) (72.8) 5.3 (0.3) 77.2 9.4 Total other expense, net 2,176.3 838.0 10.1 (2,902.4) 122.0 Loss before income taxes (2,176.3) (2,161.1) (673.1) 2,902.4 (2,108.1) Income tax provision (benefit) — (2.9) 71.1 — 68.2 Net loss $ (2,176.3) $ (2,158.2) $ (744.2) $ 2,902.4 $ (2,176.3) Condensed Consolidating Statement of Operations Three Months Ended March 31, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 515.4 $ 216.1 $ — $ 731.5 Food and beverage — 287.6 81.2 — 368.8 Other theatre — 64.2 35.9 — 100.1 Total revenues — 867.2 333.2 — 1,200.4 Operating costs and expenses Film exhibition costs — 277.3 88.0 — 365.3 Food and beverage costs — 43.0 18.5 — 61.5 Operating expense, excluding depreciation and amortization — 285.6 117.2 — 402.8 Rent — 176.6 65.4 — 242.0 General and administrative: Merger, acquisition and other costs — 1.2 2.1 — 3.3 Other, excluding depreciation and amortization — 27.5 18.7 — 46.2 Depreciation and amortization — 83.6 29.4 — 113.0 Operating costs and expenses — 894.8 339.3 — 1,234.1 Operating loss — (27.6) (6.1) — (33.7) Other expense (income): Equity in net loss of subsidiaries 294.7 196.9 — (491.6) — Other expense 28.9 0.5 0.4 — 29.8 Interest expense: Corporate borrowings 70.8 71.0 0.7 (71.2) 71.3 Finance lease obligations — 0.7 1.4 — 2.1 Non-cash NCM exhibitor service agreement — 10.2 — — 10.2 Intercompany interest expense — — 197.5 (197.5) — Equity in earnings of non-consolidated entities — (6.1) (0.4) — (6.5) Investment income (264.2) (9.6) (11.0) 268.7 (16.1) Total other expense 130.2 263.6 188.6 (491.6) 90.8 Loss before income taxes (130.2) (291.2) (194.7) 491.6 (124.5) Income tax provision — 3.5 2.2 — 5.7 Net loss $ (130.2) $ (294.7) $ (196.9) $ 491.6 $ (130.2) Condensed Consolidating Statement of Comprehensive Loss Three Months Ended March 31, 2020: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net loss $ (2,176.3) $ (2,158.2) $ (744.2) $ 2,902.4 $ (2,176.3) Other comprehensive loss: Equity in other comprehensive loss of subsidiaries (93.5) (108.6) — 202.1 — Unrealized foreign currency translation adjustments, net of tax — 15.1 (108.7) — (93.6) Pension adjustments: Realized net loss reclassified into other expense, net of tax — — 0.1 — 0.1 Other comprehensive loss (93.5) (93.5) (108.6) 202.1 (93.5) Total comprehensive loss $ (2,269.8) $ (2,251.7) $ (852.8) $ 3,104.5 $ (2,269.8) Condensed Consolidating Statement of Comprehensive Loss Three Months Ended March 31, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net loss $ (130.2) $ (294.7) $ (196.9) $ 491.6 $ (130.2) Other comprehensive loss: Equity in other comprehensive loss of subsidiaries (24.9) (15.6) — 40.5 — Unrealized foreign currency translation adjustments, net of tax — (9.7) (15.7) — (25.4) Realized loss on foreign currency transactions reclassified into other expense, net of tax — 0.5 — — 0.5 Pension adjustments: Realized net loss reclassified into other expense, net of tax — — 0.1 — 0.1 Equity method investee's cash flow hedge: Unrealized net holding loss arising during the period, net of tax — (0.1) — — (0.1) Other comprehensive loss (24.9) (24.9) (15.6) 40.5 (24.9) Total comprehensive loss $ (155.1) $ (319.6) $ (212.5) $ 532.1 $ (155.1) Condensed Consolidating Balance Sheet As of March 31, 2020: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and cash equivalents $ 0.5 $ 129.1 $ 170.2 $ — $ 299.8 Restricted cash — — 10.0 — 10.0 Receivables, net — 57.6 79.5 (10.3) 126.8 Other current assets — 82.0 33.2 — 115.2 Total current assets 0.5 268.7 292.9 (10.3) 551.8 Investment in equity of subsidiaries 877.2 996.1 — (1,873.3) — Property, net — 1,889.2 631.2 — 2,520.4 Operating lease right-of-use assets, net — 3,402.6 1,199.7 — 4,602.3 Intangible assets, net — 121.7 53.4 — 175.1 Intercompany advances 3,002.5 (2,623.7) (378.8) — — Goodwill (2.1) 1,949.8 990.3 — 2,938.0 Deferred tax asset, net — — 0.5 — 0.5 Other long-term assets 26.8 310.8 112.6 — 450.2 Total assets $ 3,904.9 $ 6,315.2 $ 2,901.8 $ (1,883.6) $ 11,238.3 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ 157.2 $ 190.3 $ (10.4) $ 337.1 Accrued expenses and other liabilities 47.9 124.8 90.2 0.1 263.0 Deferred revenues and income — 320.6 79.7 — 400.3 Current maturities of corporate borrowings 20.0 — — — 20.0 Current maturities of finance lease liabilities — 5.3 4.9 — 10.2 Current maturities of operating lease liabilities — 453.2 128.3 — 581.5 Total current liabilities 67.9 1,061.1 493.4 (10.3) 1,612.1 Corporate borrowings 4,911.0 — 109.8 — 5,020.8 Finance lease liabilities — 12.7 72.3 — 85.0 Operating lease liabilities — 3,621.1 1,163.2 — 4,784.3 Exhibitor services agreement — 550.4 — — 550.4 Deferred tax liability, net — 27.6 20.1 — 47.7 Other long-term liabilities — 165.1 46.9 — 212.0 Total liabilities 4,978.9 5,438.0 1,905.7 (10.3) 12,312.3 Stockholders’ equity (deficit) (1,074.0) 877.2 996.1 (1,873.3) (1,074.0) Total liabilities and stockholders’ equity $ 3,904.9 $ 6,315.2 $ 2,901.8 $ (1,883.6) $ 11,238.3 Condensed Consolidating Balance Sheet As of December 31, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and cash equivalents $ 0.3 $ 94.9 $ 169.8 $ — $ 265.0 Restricted cash — — 10.5 — 10.5 Receivables, net — 160.1 104.0 (9.9) 254.2 Other current assets — 108.5 34.9 — 143.4 Total current assets 0.3 363.5 319.2 (9.9) 673.1 Investment in equity of subsidiaries 452.6 1,962.8 — (2,415.4) — Property, net — 1,969.3 679.9 — 2,649.2 Operating lease right-of-use assets, net — 3,491.8 1,304.2 — 4,796.0 Intangible assets, net — 130.6 64.7 — 195.3 Intercompany advances 5,488.0 (5,097.7) (390.3) — — Goodwill (2.1) 3,074.7 1,716.5 — 4,789.1 Deferred tax asset, net — — 70.1 — 70.1 Other long-term assets 47.4 328.0 127.6 — 503.0 Total assets $ 5,986.2 $ 6,223.0 $ 3,891.9 $ (2,425.3) $ 13,675.8 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ 382.8 $ 170.5 $ (10.0) $ 543.3 Accrued expenses and other liabilities 18.6 184.0 121.9 0.1 324.6 Deferred revenues and income — 348.9 100.3 — 449.2 Current maturities of corporate borrowings 20.0 — — — 20.0 Current maturities of finance lease liabilities — 5.3 5.0 — 10.3 Current maturities of operating lease liabilities — 449.5 136.3 — 585.8 Total current liabilities 38.6 1,370.5 534.0 (9.9) 1,933.2 Corporate borrowings 4,733.4 — — — 4,733.4 Finance lease obligations — 13.9 75.7 — 89.6 Operating lease liabilities — 3,666.8 1,247.0 — 4,913.8 Exhibitor services agreement — 549.7 — — 549.7 Deferred tax liability, net — 26.8 19.2 — 46.0 Other long-term liabilities — 142.7 53.2 — 195.9 Total liabilities 4,772.0 5,770.4 1,929.1 (9.9) 12,461.6 Stockholders’ equity 1,214.2 452.6 1,962.8 (2,415.4) 1,214.2 Total liabilities and stockholders’ equity $ 5,986.2 $ 6,223.0 $ 3,891.9 $ (2,425.3) $ 13,675.8 Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2020: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by (used in) operating activities $ 35.2 $ (259.6) $ 40.4 $ — $ (184.0) Cash flows from investing activities: Capital expenditures — (56.9) (34.8) — (91.7) Proceeds from disposition of long-term assets — 3.1 0.3 — 3.4 Other, net — 0.9 — — 0.9 Net cash used in investing activities — (52.9) (34.5) — (87.4) Cash flows from financing activities: Borrowings under revolving credit facilities 215.0 — 110.1 — 325.1 Scheduled principal payments under Term Loans (5.0) — — — (5.0) Principal payments under finance lease obligations — (1.3) (1.0) — (2.3) Cash used to pay deferred financing costs (0.1) — — — (0.1) Cash used to pay dividends (4.3) — — — (4.3) Taxes paid for restricted unit withholdings (1.0) — — — (1.0) Change in intercompany advances (201.5) 308.7 (107.2) — — Net cash provided by financing activities 3.1 307.4 1.9 — 312.4 Effect of exchange rate changes on cash and cash equivalents and restricted cash (38.1) 39.3 (7.9) — (6.7) Net increase (decrease) in cash and cash equivalents and restricted cash 0.2 34.2 (0.1) — 34.3 Cash and cash equivalents and restricted cash at beginning of period 0.3 94.9 180.3 — 275.5 Cash and cash equivalents and restricted cash at end of period $ 0.5 $ 129.1 $ 180.2 $ — $ 309.8 Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by (used in) operating activities $ 228.0 $ (231.3) $ 4.7 $ — $ 1.4 Cash flows from investing activities: Capital expenditures — (75.6) (39.2) — (114.8) Proceeds from disposition of long-term assets — 3.9 13.4 — 17.3 Investments in non-consolidated entities, net — (0.1) — — (0.1) Other, net — (0.9) — — (0.9) Net cash used in investing activities — (72.7) (25.8) — (98.5) Cash flows from financing activities: Repayments under revolving credit facilities — — (3.8) — (3.8) Scheduled principal payments under Term Loans (3.4) — — — (3.4) Principal payments under finance lease obligations — (2.5) (1.3) — (3.8) Cash used to pay dividends (21.8) — — — (21.8) Taxes paid for restricted unit withholdings (1.1) — — — (1.1) Change in intercompany advances (219.6) 242.9 (23.3) — — Net cash provided by (used in) financing activities (245.9) 240.4 (28.4) — (33.9) Effect of exchange rate changes on cash and cash equivalents and restricted cash 17.9 (17.6) 1.9 — 2.2 Net decrease in cash and cash equivalents and restricted cash — (81.2) (47.6) — (128.8) Cash and cash equivalents and restricted cash at beginning of period 0.3 177.7 146.0 — 324.0 Cash and cash equivalents and restricted cash at end of period $ 0.3 $ 96.5 $ 98.4 $ — $ 195.2 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2020 | |
SUBSEQUENT EVENTS. | |
SUBSEQUENT EVENTS | NOTE 14—SUBSEQUENT EVENTS Credit Facility Amendments. First Lien Notes due 2025. any time prior to April 15, 2022 at a redemption price equal to 100% of their aggregate principal amount and accrued and unpaid interest to, but not including, the date of redemption, plus an applicable make-whole premium. In addition, the Company may, at any time prior to 120 days after the issue date, redeem up to 35% of the aggregate principal amount of the First Lien Notes due 2025 using net proceeds of any loan received pursuant to a Regulatory Debt Facility (as defined in the Indenture) at a redemption price equal to 105.25% of their aggregate principal amount and accrued and unpaid interest to, but not including, the date of redemption. Senior Subordinated Debt Exchange Offer. On June 3, 2020, the Company announced that it has commenced private offers to exchange (the “Exchange Offers”) its outstanding 6.375% Senior Subordinated Notes due 2024, 5.75% Senior Subordinated Notes due 2025, 5.875% Senior Subordinated Notes due 2026 and 6.125% Senior Subordinated Notes due 2027 (and, together the “Existing Subordinated Notes”) for newly issued (the “New Notes”). In connection with the Exchange Offers, the Company is also soliciting consents (the “Consent Solicitations”) from eligible holders of the Existing Subordinated Notes to amend the indentures governing the Existing Subordinated Notes to eliminate or modify certain of the covenants, restrictive provisions and events of default and to remove the existing subsidiary guarantees of the Existing Subordinated Notes. The Exchange Offers and Consent Solicitations are being made upon the terms and subject to the conditions set forth in the offering memorandum, dated June 3, 2020. The Exchange Offers will only be made (i) to qualified institutional buyers in the United States pursuant to Rule 144A (ii) outside the United States pursuant to Regulation S under the Securities Act and (iii) to institutions that can provide certifications and other documentation satisfactory to the Company that they are institutional “accredited investors” as defined in subparagraphs (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act. The New Notes have not been registered under the Securities Act or any securities laws of any jurisdiction, and may not be offered or sold within the United States or to U.S. persons (as such terms are defined under the Securities Act). The Exchange Offers are not being made to persons in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. The aggregate maximum principal amount of New Notes to be issued in the Exchange Offers is limited to $640 million (subject to increase by the Company, the “New Notes Cap”). Notwithstanding the foregoing, if the consents from holders of a majority of each series of Existing Subordinated Notes are obtained in each of the Consent Solicitations, then the aggregate principal amount of New Notes to be issued in the Exchange Offers will not be subject to the New Notes Cap and any and all Existing Subordinated Notes validly tendered (and not validly withdrawn) will be accepted for exchange. The New Notes will be fully and unconditionally guaranteed on a joint and several basis by each of the Company’s subsidiaries that guarantee its obligations under the Company’s senior credit facilities (the “Senior Credit Facilities”) and will be secured by a second-priority lien on substantially all of the tangible and intangible assets owned by the Company and the guarantor subsidiaries that secure obligations under the Senior Credit Facilities (the “Collateral”). In the event that consents from holders of a majority of each series of Existing Subordinated Notes are received in each of the Consent Solicitations, the New Notes will be subordinated in right of payment to all indebtedness of the Company that is secured by a first-priority lien on the Collateral. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
BASIS OF PRESENTATION | |
Temporarily Suspended Operations | Temporarily Suspended Operations. As of or before March 17, 2020, the Company temporarily suspended all theatre operations in its U.S. markets and International markets in compliance with local, state, and federal governmental restrictions and recommendations on social gatherings to prevent the spread of COVID-19 and as a precaution to help ensure the health and safety of the Company’s guests and theatre staff. As a result of these temporarily suspended operations, the Company’s revenues and expenses for the three months ended March 31, 2020 are significantly lower than the revenues and expenses for the three months ended March 31, 2019. The Company will continue to monitor this situation closely and remain flexible on reopening its theatres in accordance with the Centers for Disease Control and Prevention and governmental directives. |
Liquidity | Liquidity. In response to the COVID-19 pandemic, the Company has taken and is continuing to take significant steps to preserve cash by eliminating non-essential costs, including reductions to executive compensation and elements of its fixed cost structure: ● Suspended non-essential operating expenditures, including marketing & promotional and travel and entertainment expenses; and where possible, for example: utilities, reduced essential operating expenditures to minimum levels necessary while theatres are closed. ● Terminated or deferred all non-essential capital expenditures to minimum levels necessary while theatres are closed. ● Implemented measures to reduce corporate-level employment costs, including full or partial furloughs of all corporate-level Company employees, including senior executives, with individual work load and salary reductions ranging from 20% to 100% ; cancellation of pending annual merit pay increases; and elimination or reduction of non-healthcare benefits. ● All domestic theatre-level crew members have been fully furloughed and theatre-level management has been reduced to the minimum level necessary to begin resumption of operations when permitted. Similar efforts to reduce theatre-level and corporate employment costs are being undertaken internationally consistent with applicable laws across the jurisdictions in which the Company operates. ● Working with the Company’s landlords, vendors, and other business partners to manage, defer, and/or abate the related rent expenses and operating expenses during the disruptions caused by the COVID-19 pandemic. ● Introduced an active cash management process, which, among other things, requires senior management approval of all outgoing payments. ● The Company does not expect to continue dividend payments which, when considered in tandem with the dividend decrease of $0.17 per share paid in the first quarter of 2020 when compared to the dividend payments made in the first quarter of 2019, results in aggregate quarterly cash savings of $17.5 million. ● The Company does not expect to make purchases under its recently authorized stock repurchase program for the duration of 2020. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act provides opportunities for additional liquidity, loan guarantees, and other government programs to support companies affected by the COVID-19 pandemic and their employees. Based on the Company’s preliminary analysis of the CARES Act, the Company expects to recognize the following benefits: ● Approximately $18.5 million of cash tax refunds from overpayments and refundable alternative minimum tax credits with the filing of the Company’s 2019 federal tax return, amending 2018 state tax returns and filing 2019 state tax returns in which the Company expects a refund. ● Deferral of social security payroll tax matches that would otherwise be required in 2020. ● Receipt of a payroll tax credit in 2020 for expenses related to paying wages and health benefits to employees who are not working as a result of temporarily suspended operations and reduced receipts associated with COVID-19. The Company intends to seek any available potential benefits under the CARES Act, including loans, investments or guarantees, and any other such current or future government programs for which the Company qualifies domestically and internationally, including those described above. The Company cannot predict the manner in which such benefits will be allocated or administered, and the Company cannot assure the reader that it will be able to access such benefits in a timely manner or at all. The Company believes its cash balance as of March 31, 2020 was sufficient to withstand a global suspension of operations until a partial reopening in July 2020. After giving effect to the proceeds of $500.0 million received from the issuance of the 10.5% first lien notes due 2025 (the “First Lien Notes due 2025”) on April 24, 2020, existing cash and cash equivalents and cash generated from operations upon reopening, the Company may have sufficient liquidity to fund operations and essential capital expenditures for the next 12 months. Further, as discussed in Note 14—Subsequent Events, the Company’s lenders have granted relief from the maintenance covenants in the revolving credit agreements and the Company believes it will maintain compliance with all financial debt covenants for the next 12 months. Therefore, the Company believes it has the cash resources to reopen its theatres and resume operations this summer or later. The Company’s liquidity needs thereafter will depend, among other things, on the timing of a full resumption of operations, the timing of movie releases and its ability to generate revenues. While the Company has used its best estimates based on currently available information, the Company cannot assure the reader that its assumptions used to estimate its liquidity requirements will be correct — — |
Use of Estimates | Use of Estimates. |
Principles of Consolidation | Principles of Consolidation. ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020. The Company manages its business under two reportable segments for its theatrical exhibition operations, U.S. markets and International markets. |
Accumulated other comprehensive loss | Accumulated other comprehensive loss. Pension and Foreign Other (In millions) Currency Benefits Total Balance December 31, 2019 $ (8.8) $ (17.3) $ (26.1) Other comprehensive loss before reclassifications (93.6) — (93.6) Amounts reclassified from accumulated other comprehensive loss — 0.1 0.1 Balance March 31, 2020 $ (102.4) $ (17.2) $ (119.6) |
Accumulated depreciation and amortization | Accumulated depreciation and amortization. |
Other Expense | Other expense. Three Months Ended (In thousands) March 31, 2020 March 31, 2019 Derivative liability fair value adjustment for embedded conversion feature in the Convertible Notes due 2024 $ (0.5) $ 13.3 Derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement 20.1 15.1 Credit losses related to contingent lease guarantees 5.3 — Loss on Pound sterling forward contract — 0.3 Foreign currency transactions losses 2.0 0.5 Non-operating components of net periodic benefit cost — 0.1 Fees related to modification of term loans — 0.2 Other — 0.3 Total other expense $ 26.9 $ 29.8 |
Impairments | Impairments. Three Months Ended March 31, March 31, (In millions) 2020 2019 Impairment of long-lived assets $ 91.3 $ — Impairment of indefinite-lived intangible assets 8.3 — Impairment of definite-lived intangible assets 8.0 — Impairment of goodwill 1,744.3 — Investment expense 7.2 — Total impairment loss $ 1,859.1 $ — (1) See Note 4 — Goodwill for information regarding goodwill impairment. The Company evaluates definite-lived and indefinite-lived intangible assets for impairment annually or more frequently as specific events or circumstances dictate or changes in circumstances indicate that the carrying amount of the asset group may not be fully recoverable. During the three months ended March 31, 2020, the Company recorded non-cash impairment of long-lived assets of $81.4 million on 57 theatres in the U.S. markets with 658 screens (in Alabama, Arkansas, California, District of Columbia, Florida, Georgia, Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota, Missouri, Montana, New Hampshire, New Jersey, New York, North Carolina, North Dakota, Ohio, Pennsylvania, South Dakota, Tennessee, Texas, Washington, Wisconsin and Wyoming) and $9.9 million on 23 theatres in the International markets with 213 screens (in Germany, Italy, Spain, UK and Sweden). During the three months ended March 31, 2020, the Company recorded impairment losses related to definite-lived intangible assets of $8.0 million. In addition, the Company recorded an impairment loss of $7.2 million within investment expense (income), related to equity interest investments without a readily determinable fair value accounted for under the cost method. During the three months ended March 31, 2020, the Company performed a quantitative impairment evaluation of its indefinite-lived intangible assets related to the AMC, Odeon and Nordic tradenames and recorded impairment charges of $5.9 million related to Odeon tradenames and $2.4 million related to Nordic tradenames during the three months ended March 31, 2020. To estimate fair value of the Company’s indefinite-lived trade names, the Company employed a derivation of the Income Approach known as the Royalty Savings. |
Accounting Pronouncements | Accounting Pronouncements Recently Adopted Financial Instruments. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 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 impacts how the Company determines its allowance for estimated uncollectible receivables and also contingent lease guarantees, where 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. ASU 2016-13 was effective for the Company in the first quarter of 2020. The Company recognized the cumulative effect upon adoption of the new standard related to credit losses for contingent lease guarantees of Fair Value Measurement. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which eliminates, adds, and modifies certain disclosure requirements for fair value measurements as part of its disclosure framework project. Entities are no longer required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but are required to disclose the range and weighted average used to develop significant observable inputs for Level 3 fair value measurements. The fair value measurement disclosure requirements of ASU 2018-13 was effective for the Company in the first quarter of 2020. See Note 9—Fair Value Measurements for the required disclosures for Level 3 fair value measurements. Cloud Computing Arrangement. Accounting Pronouncements Issued Not Yet Adopted Income Taxes. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to improve consistency and simplify several areas of existing guidance. ASU 2019-12 removes certain exceptions to the general principles related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also clarifies the accounting for transactions that result in a step-up in the tax basis for goodwill. ASU 2019-12 is effective for the Company in the first quarter of 2021. Early adoption is permitted. The Company is currently evaluating the effect that ASU 2019-12 will have on its consolidated financial statements. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
BASIS OF PRESENTATION | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Pension and Foreign Other (In millions) Currency Benefits Total Balance December 31, 2019 $ (8.8) $ (17.3) $ (26.1) Other comprehensive loss before reclassifications (93.6) — (93.6) Amounts reclassified from accumulated other comprehensive loss — 0.1 0.1 Balance March 31, 2020 $ (102.4) $ (17.2) $ (119.6) |
Schedule components of other expense (income) | Three Months Ended (In thousands) March 31, 2020 March 31, 2019 Derivative liability fair value adjustment for embedded conversion feature in the Convertible Notes due 2024 $ (0.5) $ 13.3 Derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement 20.1 15.1 Credit losses related to contingent lease guarantees 5.3 — Loss on Pound sterling forward contract — 0.3 Foreign currency transactions losses 2.0 0.5 Non-operating components of net periodic benefit cost — 0.1 Fees related to modification of term loans — 0.2 Other — 0.3 Total other expense $ 26.9 $ 29.8 |
Schedule of impairment of assets | Three Months Ended March 31, March 31, (In millions) 2020 2019 Impairment of long-lived assets $ 91.3 $ — Impairment of indefinite-lived intangible assets 8.3 — Impairment of definite-lived intangible assets 8.0 — Impairment of goodwill 1,744.3 — Investment expense 7.2 — Total impairment loss $ 1,859.1 $ — (1) See Note 4 — Goodwill for information regarding goodwill impairment. |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
LEASES | |
Schedule of components of lease costs | Three Months Ended (In millions) Consolidated Statement of Operations March 31, 2020 March 31, 2019 Operating lease cost Theatre properties Rent $ 216.9 $ 218.9 Theatre properties Operating expense 2.2 1.7 Equipment Operating expense 3.9 3.5 Office and other General and administrative: other 1.3 1.3 Finance lease cost Amortization of finance lease assets Depreciation and amortization 1.9 2.7 Interest expense on lease liabilities Finance lease obligations 1.6 2.1 Variable lease cost Theatre properties Rent 20.9 23.0 Equipment Operating expense 7.0 10.7 Total lease cost $ 255.7 $ 263.9 |
Schedule of cash flow and supplemental information | Three Months Ended (In millions) March 31, 2020 March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in finance leases $ (1.6) $ (2.1) Operating cash flows used in operating leases (240.3) (236.0) Financing cash flows used in finance leases (2.3) (3.8) Landlord contributions: Operating cashflows provided by operating leases 16.1 35.2 Supplemental disclosure of noncash leasing activities: Right-of-use assets obtained in exchange for new operating lease liabilities 69.7 21.0 (1) Reflects contractual amounts due to be paid in cash. For the three months ended March 31, 2020, the Company deferred cash payments of $17.5 million of these amounts, which are included in the condensed consolidated statements of cash flows as part of the change in accounts payable. (2) Includes lease extensions and option exercises. |
Schedule of weighted average remaining lease term and discount rate | As of March 31, 2020 Weighted Average Weighted Average Remaining Discount Lease Term and Discount Rate Lease Term (years) Rate Operating leases 10.0 7.2% Finance leases 12.7 6.5% |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |
Schedule of disaggregated revenue | Three Months Ended Three Months Ended (In millions) March 31, 2020 March 31, 2019 Major revenue types Admissions $ 568.0 $ 731.5 Food and beverage 288.1 368.8 Other theatre: Advertising 29.7 34.5 Other theatre 55.7 65.6 Other theatre 85.4 100.1 Total revenues $ 941.5 $ 1,200.4 Three Months Ended (In millions) March 31, 2020 March 31, 2019 Timing of revenue recognition Products and services transferred at a point in time $ 851.8 $ 1,110.0 Products and services transferred over time 89.7 90.4 Total revenues $ 941.5 $ 1,200.4 (1) |
Schedule of receivables and deferred revenue income | (In millions) March 31, 2020 December 31, 2019 Current assets: Receivables related to contracts with customers $ 29.4 $ 160.3 Miscellaneous receivables 97.4 93.9 Receivables, net $ 126.8 $ 254.2 (In millions) March 31, 2020 December 31, 2019 Current liabilities: Deferred revenue related to contracts with customers $ 396.4 $ 447.1 Miscellaneous deferred income 3.9 2.1 Deferred revenue and income $ 400.3 $ 449.2 |
Customers included in deferred revenues and income | |
Disaggregation of Revenue [Line Items] | |
Schedule of changes in contract liabilities | Deferred Revenues Related to Contracts (In millions) with Customers Balance December 31, 2019 $ 447.1 Cash received in advance 71.3 Customer loyalty rewards accumulated, net of expirations: Admission revenues 4.8 Food and beverage 12.5 Other theatre (0.2) Reclassification to revenue as the result of performance obligations satisfied: Admission revenues (89.5) Food and beverage (23.8) Other theatre (21.2) Foreign currency translation adjustment (4.6) Balance March 31, 2020 $ 396.4 (1) ® (2) ® (3) ® (4) ® |
Exhibitor services agreement | |
Disaggregation of Revenue [Line Items] | |
Schedule of changes in contract liabilities | Exhibitor Services (In millions) Agreement Balance December 31, 2019 $ 549.7 Common Unit Adjustment–additions of common units (1) 4.8 Reclassification of the beginning balance to other theatre revenue, as the result of performance obligations satisfied (4.1) Balance March 31, 2020 $ 550.4 (1) |
GOODWILL (Tables)
GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
GOODWILL. | |
Schedule of Activity of Goodwill | (In millions) Domestic Theatres International Theatres Total Balance December 31, 2019 $ 3,072.6 $ 1,716.5 $ 4,789.1 Impairment adjustment (1,124.9) (619.4) (1,744.3) Currency translation adjustment — (106.8) (106.8) Balance March 31, 2020 $ 1,947.7 $ 990.3 $ 2,938.0 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
INVESTMENTS | |
Schedule of Condensed Financial Information of Non-consolidated Equity Method Investments | Three Months Ended (In millions) March 31, 2020 March 31, 2019 Revenues $ 26.1 $ 37.7 Operating costs and expenses 37.2 19.2 Net earnings (loss) $ (11.1) $ 18.5 |
Schedule of Components of Recorded Equity in Earnings (Losses) of Non-consolidated Entities | Three Months Ended (In millions) March 31, 2020 March 31, 2019 DCIP $ (1.9) $ 5.6 Other (1.0) 0.9 The Company’s recorded equity in earnings (loss) $ (2.9) $ 6.5 |
Schedule of Related Party Transactions with Equity Method Investees | As of As of (In millions) March 31, 2020 December 31, 2019 Due from DCM for on-screen advertising revenue $ 0.9 $ 4.2 Loan receivable from DCM 0.6 0.7 Due from DCIP for warranty expenditures — 3.5 Due to AC JV for Fathom Events programming (1.0) (0.8) Due from Screenvision for on-screen advertising revenue 0.7 3.4 Due from Nordic JVs 2.3 2.5 Due to Nordic JVs for management services (2.2) (1.6) Due from SCC related to the joint venture 9.3 8.3 Due to U.S. theatre partnerships (0.8) (1.0) Three Months Ended (In millions) Condensed Consolidated Statement of Operations March 31, 2020 March 31, 2019 DCM screen advertising revenues Other revenues $ 3.6 $ 3.9 DCIP equipment rental expense Operating expense 1.3 1.1 Gross exhibition cost on AC JV Fathom Events programming Film exhibition costs 2.4 7.3 Screenvision screen advertising revenues Other revenues 2.1 3.5 |
CORPORATE BORROWINGS (Tables)
CORPORATE BORROWINGS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Summary of the carrying value of corporate borrowings and capital and financing lease obligations | (In millions) March 31, 2020 December 31, 2019 Senior Secured Credit Facility-Term Loan due 2026 (4.61% as of March 31, 2020) $ 1,980.0 $ 1,985.0 Revolving Credit Facility Due 2024 (4.75% as of March 31, 2020) 215.0 — Odeon Revolving Credit Facility Due 2022 (3.17% as of March 31, 2020) 85.1 — Odeon Revolving Credit Facility Due 2022 (2.6% as of March 31, 2020) 24.7 — 2.95% Senior Unsecured Convertible Notes due 2024 600.0 600.0 6.375% Senior Subordinated Notes due 2024 (£500 million par value) 617.3 655.8 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 $ 5,192.1 $ 4,910.8 Finance lease obligations 95.2 99.9 Debt issuance costs (84.5) (88.8) Net discounts (66.8) (69.1) Derivative liability — 0.5 $ 5,136.0 $ 4,853.3 Less: Current maturities corporate borrowings (20.0) (20.0) Current maturities finance lease obligations (10.2) (10.3) $ 5,105.8 $ 4,823.0 |
2.95% Senior Unsecured Convertible Notes due 2024 | |
Summary of the carrying value of corporate borrowings and capital and financing lease obligations | The table below sets forth the carrying value of the Senior Unsecured Convertible Notes due 2024: Carrying Value Increase Carrying Value as of to Expense as of (In millions) December 31, 2019 (Income) March 31, 2020 Principal balance $ 600.0 $ — $ 600.0 Discount (73.7) 3.4 (70.3) Debt issuance costs (11.2) 0.4 (10.8) Derivative liability 0.5 (0.5) — Carrying value $ 515.6 $ 3.3 $ 518.9 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 26, 2020 March 9, 2020 March 23, 2020 $ 0.03 $ 3.2 |
Schedule of Stockholder's Equity | Condensed Consolidated Statements of Stockholders’ Equity For the Three Months Ended March 31, 2020 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 Loss (Deficit) Equity (Deficit) Balances December 31, 2019 52,080,077 $ 0.5 51,769,784 $ 0.5 $ 2,001.9 3,732,625 $ (56.4) $ (26.1) $ (706.2) $ 1,214.2 Cumulative effect adjustment for the adoption of new accounting principle (ASU 2016-13) — — — — — — — — (16.9) (16.9) Net loss — — — — — — — — (2,176.3) (2,176.3) Other comprehensive loss — — — — — — — (93.5) — (93.5) Dividends declared: Class A common stock, $0.20/share, net of forfeitures — — — — — — — — (1.6) (1.6) Class B common stock, $0.20/share — — — — — — — — (1.6) (1.6) Taxes paid for restricted unit withholdings — — — — (1.0) — — — — (1.0) Stock-based compensation 469,516 — — — 2.7 — — — — 2.7 Balances March 31, 2020 52,549,593 $ 0.5 51,769,784 $ 0.5 $ 2,003.6 3,732,625 $ (56.4) $ (119.6) $ (2,902.6) $ (1,074.0) Condensed Consolidated Statements of Stockholders’ Equity For the Three Months Ended March 31, 2019 Accumulated Class A Voting Class B Voting Additional Other Accumulated Total Common Stock Common Stock Paid-in Treasury Stock Comprehensive Earnings Stockholders’ (In millions, except share and per share data) Shares Amount Shares Amount Capital Shares Amount Income (Loss) (Deficit) Equity Balances December 31, 2018 55,401,325 $ 0.5 51,769,784 $ 0.5 $ 1,998.4 3,732,625 $ (56.4) $ 5.5 $ (550.9) $ 1,397.6 Cumulative effect adjustments for the adoption of new accounting principle (ASU 842) — — — — — — — — 78.8 78.8 Net loss — — — — — — — — (130.2) (130.2) Other comprehensive income — — — — — — — (24.9) — (24.9) Dividends declared: Class A common stock, $0.20/share — — — — — — — — (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 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Fair Value Hierarchy of Financial Assets Carried at Fair Value on a Recurring Basis | Fair Value Measurements at March 31, 2020 Using Significant Total Carrying Quoted prices in Significant other unobservable Value at active market observable inputs inputs (In millions) March 31, 2020 (Level 1) (Level 2) (Level 3) Other long-term assets: Money market mutual funds $ 0.6 $ 0.6 $ — $ — Derivative asset 17.9 — — 17.9 Investments measured at net asset value 9.8 — — — Marketable equity securities: Investment in NCM 4.5 4.5 — — Total assets at fair value $ 32.8 $ 5.1 $ — $ 17.9 (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. |
Summary of fair value hierarchy of the Company's assets that were measured at fair value on a nonrecurring basis | Fair Value Measurements at March 31, 2020 Using Significant other Significant Total Carrying Quoted prices in observable unobservable Value at active market inputs inputs Total (In millions) March 31, 2020 (Level 1) (Level 2) (Level 3) Losses Property, net: Property net $ 40.5 $ — $ — $ 40.5 $ 30.9 Operating lease right-of-use assets Operating lease right-of-use assets 124.0 — — 124.0 60.4 Intangible assets, net Definite-lived intangible assets 6.6 — — 6.6 8.0 Indefinite-lived intangible assets 50.3 — — 50.3 8.3 Goodwill Goodwill 2,938.0 — — 2,938.0 1,744.3 Other long-term assets Cost method investments — — — — 7.2 Total $ 3,159.4 $ — $ — $ 3,159.4 1,859.1 |
Schedule of Fair Value of Financial Instruments Not Recognized at Fair Value for Which It Is Practicable to Estimate Fair Value | Fair Value Measurements at March 31, 2020 Using Significant other Significant Total Carrying Quoted prices in observable unobservable Value at active market inputs inputs (In millions) March 31, 2020 (Level 1) (Level 2) (Level 3) Current maturities of corporate borrowings $ 20.0 $ — $ 15.1 $ — Corporate borrowings 5,020.8 — 2,630.6 239.2 |
OPERATING SEGMENT (Tables)
OPERATING SEGMENT (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
OPERATING SEGMENTS | |
Schedule of financial information by reportable operating segment | Three Months Ended Revenues (In millions) March 31, 2020 March 31, 2019 U.S. markets $ 661.3 $ 867.2 International markets 280.2 333.2 Total revenues $ 941.5 $ 1,200.4 Three Months Ended Adjusted EBITDA (1) (In millions) March 31, 2020 March 31, 2019 U.S. markets $ (3.8) $ 77.5 International markets 6.9 30.7 Total Adjusted EBITDA $ 3.1 $ 108.2 (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 the Company’s ongoing operating performance and to include attributable EBITDA from equity investments in theatre operations in International markets and any cash distributions of earnings from its other equity method investees. The measure of segment profit and loss the Company uses to evaluate performance and allocate its resources is Adjusted EBITDA, which is consistent with how Adjusted EBITDA is defined in the Company’s debt indentures. (2) Distributions from NCM are reported entirely within the U.S. markets segment. Three Months Ended Capital Expenditures (In millions) March 31, 2020 March 31, 2019 U.S. markets $ 56.9 $ 75.5 International markets 34.8 39.3 Total capital expenditures $ 91.7 $ 114.8 |
Schedule of information about the Company's revenues from continuing operations and assets by geographic area | As of As of Long-term assets, net (In millions) March 31, 2020 December 31, 2019 U.S. markets $ 7,698.7 $ 9,039.6 International markets 2,987.8 3,963.1 Total long-term assets $ 10,686.5 $ 13,002.7 (1) Long-term assets are comprised of property, operating lease right-of-use assets, intangible assets, goodwill, deferred tax assets, and other long-term assets. |
Schedule of reconciliation of net earnings to Adjusted EBITDA | Three Months Ended (In millions) March 31, 2020 March 31, 2019 Net loss $ (2,176.3) $ (130.2) Plus: Income tax provision 68.2 5.7 Interest expense 82.8 83.6 Depreciation and amortization 122.5 113.0 Impairment of long-lived assets, indefinite-lived intangible assets and goodwill 1,851.9 — Certain operating expenses 2.1 2.5 Equity in (earnings) loss of non-consolidated entities 2.9 (6.5) Cash distributions from non-consolidated entities 7.6 10.5 Attributable EBITDA (0.1) 0.9 Investment expense (income) 9.4 (16.1) Other expense 26.9 29.9 Other non-cash rent 2.3 7.6 General and administrative — unallocated: Merger, acquisition and other costs 0.2 3.3 Stock-based compensation expense 2.7 4.0 Adjusted EBITDA $ 3.1 $ 108.2 (1) For information regarding the income tax provision, see Note 8 — Income Taxes. (2) During the three months ended March 31, 2020, the Company recorded non-cash impairment charges of $1,124.9 million and $619.4 million related to the enterprise fair values of its Domestic Theatres and International Theatres reporting units, respectively. The Company recorded non-cash impairment charges related to its long-lived assets of $81.4 million on 57 theatres in the U.S. markets with 658 screens which were related to property, net, operating lease right-of-use assets, net and other long-term assets and $9.9 million on 23 theatres in the International markets with 213 screens which were related to property, net and operating lease right-of-use assets, net, during the three months ended March 31, 2020. The Company recorded non-cash impairment charges related to its indefinite-lived intangible assets of $5.9 million and $2.4 million related to the Odeon and Nordic tradenames, respectively, during the three months ended March 31, 2020. The Company also recorded non-cash impairment charges of $8.0 million related to its definite-lived intangible assets. (3) 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 or are non-operating in nature. (4) Equity in (earnings) loss of non-consolidated entities was primarily due to equity in loss from DCIP of $1.9 million for the three months ended March 31, 2020 and equity in earnings from DCIP of $5.6 million for the three months ended March 31, 2019. (5) Includes U.S. non-theatre distributions from equity method investments and International non- theatre distributions from equity method investments to the extent received. The Company believes including cash distributions is an appropriate reflection of the contribution of these investments to the Company’s operations. (6) 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 in (earnings) 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 the Company’s gift card and package ticket program. Three Months Ended (In millions) March 31, 2020 March 31, 2019 Equity in (earnings) loss of non-consolidated entities $ 2.9 $ (6.5) Less: Equity in (earnings) loss of non-consolidated entities excluding International theatre joint ventures 2.1 (6.0) Equity in earnings (loss) of International theatre joint ventures (0.8) 0.5 Income tax benefit (0.1) — Investment income (0.2) (0.2) Depreciation and amortization 0.8 0.6 Other expense 0.2 — Attributable EBITDA $ (0.1) $ 0.9 (7) Other expense for the three months ended March 31, 2020 and March 31, 2019 was primarily due to the decrease in the fair value of the Company’s derivative asset for the contingent call option related to the Class B common stock purchase and cancellation agreement of $20.1 million and $15.1 million expense, respectively, the change in fair value of the Company’s derivative liability for the embedded conversion feature in the Company’s Convertible Notes due 2024 of a gain of $0.5 million and loss of $13.3 million, respectively, credit losses related to contingent lease guarantees of $5.3 million and $0 , respectively, and foreign currency transaction losses of $2.0 million and $0.5 million, respectively. (8) Reflects amortization expense for certain intangible assets reclassified from depreciation and amortization to rent expense due to the adoption of ASC 842 and deferred rent benefit related to the impairment of right-of-use operating lease assets in calendar year 2019 due to the adoption of ASC 842. (9) Merger, acquisition and other costs are excluded as they are non-operating in nature. (10) Non-cash expense included in general and administrative: other. |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
LOSS PER SHARE | |
Schedule of Computation of basic and diluted earnings (loss) per common share | Three Months Ended (In millions) March 31, 2020 March 31, 2019 Numerator: Net loss for basic loss per share $ (2,176.3) $ (130.2) Net loss for diluted loss per share $ (2,176.3) $ (130.2) Denominator Weighted average shares for basic loss per common share 104,245 103,783 Weighted average shares for diluted loss per common share 104,245 103,783 Basic loss per common share $ (20.88) $ (1.25) Diluted loss per common share $ (20.88) $ (1.25) |
CONDENSED CONSOLIDATING FINAN_2
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
Schedule of Condensed Statements of Operations | Condensed Consolidating Statement of Operations Three Months Ended March 31, 2020: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 389.1 $ 178.9 $ — $ 568.0 Food and beverage — 216.6 71.5 — 288.1 Other theatre — 55.6 29.8 — 85.4 Total revenues — 661.3 280.2 — 941.5 Operating costs and expenses Film exhibition costs — 198.9 72.8 — 271.7 Food and beverage costs — 34.9 18.5 — 53.4 Operating expense, excluding depreciation and amortization — 251.9 105.0 — 356.9 Rent — 174.4 63.4 — 237.8 General and administrative: Merger, acquisition and other costs — 0.3 (0.1) — 0.2 Other, excluding depreciation and amortization — 17.3 15.9 — 33.2 Depreciation and amortization — 92.4 30.1 — 122.5 Impairment of long-lived assets, indefinite-lived intangible assets and goodwill — 1,214.3 637.6 — 1,851.9 Operating costs and expenses — 1,984.4 943.2 — 2,927.6 Operating loss — (1,323.1) (663.0) — (1,986.1) Other expense (income): Equity in net loss of subsidiaries 2,158.2 744.2 — (2,902.4) — Other expense 20.2 5.3 1.4 — 26.9 Interest expense: Corporate borrowings 70.7 71.0 0.8 (71.2) 71.3 Financing lease obligations — 0.4 1.2 — 1.6 Non-cash NCM exhibitor service agreement — 9.9 — — 9.9 Intercompany interest expense — — 6.0 (6.0) — Equity in loss of non-consolidated entities — 1.9 1.0 — 2.9 Investment expense (income) (72.8) 5.3 (0.3) 77.2 9.4 Total other expense, net 2,176.3 838.0 10.1 (2,902.4) 122.0 Loss before income taxes (2,176.3) (2,161.1) (673.1) 2,902.4 (2,108.1) Income tax provision (benefit) — (2.9) 71.1 — 68.2 Net loss $ (2,176.3) $ (2,158.2) $ (744.2) $ 2,902.4 $ (2,176.3) Condensed Consolidating Statement of Operations Three Months Ended March 31, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 515.4 $ 216.1 $ — $ 731.5 Food and beverage — 287.6 81.2 — 368.8 Other theatre — 64.2 35.9 — 100.1 Total revenues — 867.2 333.2 — 1,200.4 Operating costs and expenses Film exhibition costs — 277.3 88.0 — 365.3 Food and beverage costs — 43.0 18.5 — 61.5 Operating expense, excluding depreciation and amortization — 285.6 117.2 — 402.8 Rent — 176.6 65.4 — 242.0 General and administrative: Merger, acquisition and other costs — 1.2 2.1 — 3.3 Other, excluding depreciation and amortization — 27.5 18.7 — 46.2 Depreciation and amortization — 83.6 29.4 — 113.0 Operating costs and expenses — 894.8 339.3 — 1,234.1 Operating loss — (27.6) (6.1) — (33.7) Other expense (income): Equity in net loss of subsidiaries 294.7 196.9 — (491.6) — Other expense 28.9 0.5 0.4 — 29.8 Interest expense: Corporate borrowings 70.8 71.0 0.7 (71.2) 71.3 Finance lease obligations — 0.7 1.4 — 2.1 Non-cash NCM exhibitor service agreement — 10.2 — — 10.2 Intercompany interest expense — — 197.5 (197.5) — Equity in earnings of non-consolidated entities — (6.1) (0.4) — (6.5) Investment income (264.2) (9.6) (11.0) 268.7 (16.1) Total other expense 130.2 263.6 188.6 (491.6) 90.8 Loss before income taxes (130.2) (291.2) (194.7) 491.6 (124.5) Income tax provision — 3.5 2.2 — 5.7 Net loss $ (130.2) $ (294.7) $ (196.9) $ 491.6 $ (130.2) |
Schedule of Condensed Statements of Comprehensive Loss | Condensed Consolidating Statement of Comprehensive Loss Three Months Ended March 31, 2020: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net loss $ (2,176.3) $ (2,158.2) $ (744.2) $ 2,902.4 $ (2,176.3) Other comprehensive loss: Equity in other comprehensive loss of subsidiaries (93.5) (108.6) — 202.1 — Unrealized foreign currency translation adjustments, net of tax — 15.1 (108.7) — (93.6) Pension adjustments: Realized net loss reclassified into other expense, net of tax — — 0.1 — 0.1 Other comprehensive loss (93.5) (93.5) (108.6) 202.1 (93.5) Total comprehensive loss $ (2,269.8) $ (2,251.7) $ (852.8) $ 3,104.5 $ (2,269.8) Condensed Consolidating Statement of Comprehensive Loss Three Months Ended March 31, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net loss $ (130.2) $ (294.7) $ (196.9) $ 491.6 $ (130.2) Other comprehensive loss: Equity in other comprehensive loss of subsidiaries (24.9) (15.6) — 40.5 — Unrealized foreign currency translation adjustments, net of tax — (9.7) (15.7) — (25.4) Realized loss on foreign currency transactions reclassified into other expense, net of tax — 0.5 — — 0.5 Pension adjustments: Realized net loss reclassified into other expense, net of tax — — 0.1 — 0.1 Equity method investee's cash flow hedge: Unrealized net holding loss arising during the period, net of tax — (0.1) — — (0.1) Other comprehensive loss (24.9) (24.9) (15.6) 40.5 (24.9) Total comprehensive loss $ (155.1) $ (319.6) $ (212.5) $ 532.1 $ (155.1) |
Schedule of Condensed Balance Sheets | Condensed Consolidating Balance Sheet As of March 31, 2020: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and cash equivalents $ 0.5 $ 129.1 $ 170.2 $ — $ 299.8 Restricted cash — — 10.0 — 10.0 Receivables, net — 57.6 79.5 (10.3) 126.8 Other current assets — 82.0 33.2 — 115.2 Total current assets 0.5 268.7 292.9 (10.3) 551.8 Investment in equity of subsidiaries 877.2 996.1 — (1,873.3) — Property, net — 1,889.2 631.2 — 2,520.4 Operating lease right-of-use assets, net — 3,402.6 1,199.7 — 4,602.3 Intangible assets, net — 121.7 53.4 — 175.1 Intercompany advances 3,002.5 (2,623.7) (378.8) — — Goodwill (2.1) 1,949.8 990.3 — 2,938.0 Deferred tax asset, net — — 0.5 — 0.5 Other long-term assets 26.8 310.8 112.6 — 450.2 Total assets $ 3,904.9 $ 6,315.2 $ 2,901.8 $ (1,883.6) $ 11,238.3 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ 157.2 $ 190.3 $ (10.4) $ 337.1 Accrued expenses and other liabilities 47.9 124.8 90.2 0.1 263.0 Deferred revenues and income — 320.6 79.7 — 400.3 Current maturities of corporate borrowings 20.0 — — — 20.0 Current maturities of finance lease liabilities — 5.3 4.9 — 10.2 Current maturities of operating lease liabilities — 453.2 128.3 — 581.5 Total current liabilities 67.9 1,061.1 493.4 (10.3) 1,612.1 Corporate borrowings 4,911.0 — 109.8 — 5,020.8 Finance lease liabilities — 12.7 72.3 — 85.0 Operating lease liabilities — 3,621.1 1,163.2 — 4,784.3 Exhibitor services agreement — 550.4 — — 550.4 Deferred tax liability, net — 27.6 20.1 — 47.7 Other long-term liabilities — 165.1 46.9 — 212.0 Total liabilities 4,978.9 5,438.0 1,905.7 (10.3) 12,312.3 Stockholders’ equity (deficit) (1,074.0) 877.2 996.1 (1,873.3) (1,074.0) Total liabilities and stockholders’ equity $ 3,904.9 $ 6,315.2 $ 2,901.8 $ (1,883.6) $ 11,238.3 Condensed Consolidating Balance Sheet As of December 31, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and cash equivalents $ 0.3 $ 94.9 $ 169.8 $ — $ 265.0 Restricted cash — — 10.5 — 10.5 Receivables, net — 160.1 104.0 (9.9) 254.2 Other current assets — 108.5 34.9 — 143.4 Total current assets 0.3 363.5 319.2 (9.9) 673.1 Investment in equity of subsidiaries 452.6 1,962.8 — (2,415.4) — Property, net — 1,969.3 679.9 — 2,649.2 Operating lease right-of-use assets, net — 3,491.8 1,304.2 — 4,796.0 Intangible assets, net — 130.6 64.7 — 195.3 Intercompany advances 5,488.0 (5,097.7) (390.3) — — Goodwill (2.1) 3,074.7 1,716.5 — 4,789.1 Deferred tax asset, net — — 70.1 — 70.1 Other long-term assets 47.4 328.0 127.6 — 503.0 Total assets $ 5,986.2 $ 6,223.0 $ 3,891.9 $ (2,425.3) $ 13,675.8 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ 382.8 $ 170.5 $ (10.0) $ 543.3 Accrued expenses and other liabilities 18.6 184.0 121.9 0.1 324.6 Deferred revenues and income — 348.9 100.3 — 449.2 Current maturities of corporate borrowings 20.0 — — — 20.0 Current maturities of finance lease liabilities — 5.3 5.0 — 10.3 Current maturities of operating lease liabilities — 449.5 136.3 — 585.8 Total current liabilities 38.6 1,370.5 534.0 (9.9) 1,933.2 Corporate borrowings 4,733.4 — — — 4,733.4 Finance lease obligations — 13.9 75.7 — 89.6 Operating lease liabilities — 3,666.8 1,247.0 — 4,913.8 Exhibitor services agreement — 549.7 — — 549.7 Deferred tax liability, net — 26.8 19.2 — 46.0 Other long-term liabilities — 142.7 53.2 — 195.9 Total liabilities 4,772.0 5,770.4 1,929.1 (9.9) 12,461.6 Stockholders’ equity 1,214.2 452.6 1,962.8 (2,415.4) 1,214.2 Total liabilities and stockholders’ equity $ 5,986.2 $ 6,223.0 $ 3,891.9 $ (2,425.3) $ 13,675.8 |
Schedule of Condensed Statements of Cash Flows | Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2020: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by (used in) operating activities $ 35.2 $ (259.6) $ 40.4 $ — $ (184.0) Cash flows from investing activities: Capital expenditures — (56.9) (34.8) — (91.7) Proceeds from disposition of long-term assets — 3.1 0.3 — 3.4 Other, net — 0.9 — — 0.9 Net cash used in investing activities — (52.9) (34.5) — (87.4) Cash flows from financing activities: Borrowings under revolving credit facilities 215.0 — 110.1 — 325.1 Scheduled principal payments under Term Loans (5.0) — — — (5.0) Principal payments under finance lease obligations — (1.3) (1.0) — (2.3) Cash used to pay deferred financing costs (0.1) — — — (0.1) Cash used to pay dividends (4.3) — — — (4.3) Taxes paid for restricted unit withholdings (1.0) — — — (1.0) Change in intercompany advances (201.5) 308.7 (107.2) — — Net cash provided by financing activities 3.1 307.4 1.9 — 312.4 Effect of exchange rate changes on cash and cash equivalents and restricted cash (38.1) 39.3 (7.9) — (6.7) Net increase (decrease) in cash and cash equivalents and restricted cash 0.2 34.2 (0.1) — 34.3 Cash and cash equivalents and restricted cash at beginning of period 0.3 94.9 180.3 — 275.5 Cash and cash equivalents and restricted cash at end of period $ 0.5 $ 129.1 $ 180.2 $ — $ 309.8 Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by (used in) operating activities $ 228.0 $ (231.3) $ 4.7 $ — $ 1.4 Cash flows from investing activities: Capital expenditures — (75.6) (39.2) — (114.8) Proceeds from disposition of long-term assets — 3.9 13.4 — 17.3 Investments in non-consolidated entities, net — (0.1) — — (0.1) Other, net — (0.9) — — (0.9) Net cash used in investing activities — (72.7) (25.8) — (98.5) Cash flows from financing activities: Repayments under revolving credit facilities — — (3.8) — (3.8) Scheduled principal payments under Term Loans (3.4) — — — (3.4) Principal payments under finance lease obligations — (2.5) (1.3) — (3.8) Cash used to pay dividends (21.8) — — — (21.8) Taxes paid for restricted unit withholdings (1.1) — — — (1.1) Change in intercompany advances (219.6) 242.9 (23.3) — — Net cash provided by (used in) financing activities (245.9) 240.4 (28.4) — (33.9) Effect of exchange rate changes on cash and cash equivalents and restricted cash 17.9 (17.6) 1.9 — 2.2 Net decrease in cash and cash equivalents and restricted cash — (81.2) (47.6) — (128.8) Cash and cash equivalents and restricted cash at beginning of period 0.3 177.7 146.0 — 324.0 Cash and cash equivalents and restricted cash at end of period $ 0.3 $ 96.5 $ 98.4 $ — $ 195.2 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) - Wanda | Mar. 31, 2020 |
Schedule of Equity Method Investments [Line Items] | |
Ownership percentage | 49.63% |
Combined voting power held in Holdings (as a percent) | 74.72% |
BASIS OF PRESENTATION - Covid 1
BASIS OF PRESENTATION - Covid 19 impact (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($)$ / shares | |
First Lien Notes due 2025 | |
BASIS OF PRESENTATION | |
Proceeds from notes | $ 500 |
Stated interest rate (as a percent) | 10.50% |
Covid 19 | |
BASIS OF PRESENTATION | |
Dividend decrease per share | $ / shares | $ 0.17 |
Cash savings from dividend decrease | $ 17.5 |
Expected refund | $ 18.5 |
Covid 19 | Minimum | |
BASIS OF PRESENTATION | |
Salary reduction percentage | 20.00% |
Covid 19 | Maximum | |
BASIS OF PRESENTATION | |
Salary reduction percentage | 100.00% |
BASIS OF PRESENTATION - Princip
BASIS OF PRESENTATION - Principles of Consolidation (Details) | 3 Months Ended |
Mar. 31, 2020segment | |
Schedule of Equity Method Investments [Line Items] | |
Number of reportable segments | 2 |
Consolidated Subsidiaries | |
Schedule of Equity Method Investments [Line Items] | |
Noncontrolling interests in consolidated subsidiaries (as a percent) | 0.00% |
BASIS OF PRESENTATION - AOCL an
BASIS OF PRESENTATION - AOCL and Accumulated Depreciation and Amortization (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Accumulated other comprehensive loss | ||
Balance at the beginning of the period | $ 1,214.2 | |
Balance at the end of the period | (1,074) | |
Accumulated depreciation and amortization | ||
Accumulated depreciation | 1,937.4 | $ 1,820.1 |
Accumulated amortization | 23.7 | $ 22.8 |
Foreign Currency | ||
Accumulated other comprehensive loss | ||
Balance at the beginning of the period | (8.8) | |
Other comprehensive loss before reclassifications | (93.6) | |
Balance at the end of the period | (102.4) | |
Pension and Other Benefits | ||
Accumulated other comprehensive loss | ||
Balance at the beginning of the period | (17.3) | |
Amounts reclassified from accumulated other comprehensive loss | 0.1 | |
Balance at the end of the period | (17.2) | |
Accumulated Other Comprehensive Loss | ||
Accumulated other comprehensive loss | ||
Balance at the beginning of the period | (26.1) | |
Other comprehensive loss before reclassifications | (93.6) | |
Amounts reclassified from accumulated other comprehensive loss | 0.1 | |
Balance at the end of the period | $ (119.6) |
BASIS OF PRESENTATION - Other E
BASIS OF PRESENTATION - Other Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
BASIS OF PRESENTATION | ||
Derivative liability fair value adjustment for embedded conversion feature in the Convertible Notes due 2024 | $ (0.5) | $ 13.3 |
Derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement | 20.1 | 15.1 |
Credit losses related to contingent lease guarantees | 5.3 | |
Loss on Pound sterling forward contract | 0.3 | |
Foreign currency transactions losses | 2 | 0.5 |
Non-operating components of net periodic benefit cost | 0.1 | |
Fees related to modification of term loans | 0.2 | |
Other | 0.3 | |
Total other expense | $ 26.9 | $ 29.8 |
BASIS OF PRESENTATION - Impairm
BASIS OF PRESENTATION - Impairment of assets (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
BASIS OF PRESENTATION | |
Impairment of long-lived assets, indefinite-lived intangible assets and goodwill | $ 91.3 |
Impairment of indefinite-lived intangible assets | 8.3 |
Impairment of definite-lived intangible assets | 8 |
Impairment of goodwill | 1,744.3 |
Investment expense | 7.2 |
Total impairment loss | $ 1,859.1 |
BASIS OF PRESENTATION - Impai_2
BASIS OF PRESENTATION - Impairment narratives (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($)item | |
Impairment losses | |
Impairment of long-lived assets, indefinite-lived intangible assets and goodwill | $ 91.3 |
Impairment of definite-lived intangible assets | 8 |
Investment expense | 7.2 |
Impairment of indefinite-lived intangible assets | 8.3 |
Oden Trade Names | |
Impairment losses | |
Impairment of indefinite-lived intangible assets | 5.9 |
Nordic Trade Names | |
Impairment losses | |
Impairment of indefinite-lived intangible assets | 2.4 |
U.S. | |
Impairment losses | |
Impairment of long-lived assets, indefinite-lived intangible assets and goodwill | $ 81.4 |
Tangible asset impairment, number of theatres | item | 57 |
Tangible asset impairment, number of screens | item | 658 |
International markets | |
Impairment losses | |
Impairment of long-lived assets, indefinite-lived intangible assets and goodwill | $ 9.9 |
Tangible asset impairment, number of theatres | item | 23 |
Tangible asset impairment, number of screens | item | 213 |
Investment Income Expense Net | |
Impairment losses | |
Investment expense | $ 7.2 |
BASIS OF PRESENTATION - Account
BASIS OF PRESENTATION - Accounting Pronouncements Recently Adopted (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
BASIS OF PRESENTATION | |||
Cumulative effect adjustments for the adoption of new accounting principles | $ (16.9) | $ 78.8 | |
ASU 2016-13 | |||
BASIS OF PRESENTATION | |||
Cumulative effect adjustments for the adoption of new accounting principles | $ 16.9 |
LEASES - Lease costs (Details)
LEASES - Lease costs (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Interest on lease liabilities | $ 1.6 | $ 2.1 |
Total lease cost | 255.7 | 263.9 |
Depreciation and amortization | ||
Lessee, Lease, Description [Line Items] | ||
Amortization of finance lease assets | 1.9 | 2.7 |
Finance lease obligations | ||
Lessee, Lease, Description [Line Items] | ||
Interest on lease liabilities | 1.6 | 2.1 |
Theatres | Rent | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | 216.9 | 218.9 |
Variable lease cost | 20.9 | 23 |
Theatres | Operating expense | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | 2.2 | 1.7 |
Equipment | Operating expense | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | 3.9 | 3.5 |
Variable lease cost | 7 | 10.7 |
Office And Other | General and administrative: other | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | $ 1.3 | $ 1.3 |
LEASES - Cash flow information
LEASES - Cash flow information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows used in finance leases | $ (1.6) | $ (2.1) |
Operating cash flows used in operating lease cost | (240.3) | (236) |
Financing cash flows used in finance leases | (2.3) | (3.8) |
Landlord contributions: | ||
Operating cashflows provided by operating leases | 16.1 | 35.2 |
Supplemental disclosure of noncash leasing activities: | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | 69.7 | $ 21 |
Deferred lease payments | $ 17.5 |
LEASES - Lease terms and discou
LEASES - Lease terms and discount rates (Details) | Mar. 31, 2020 |
LEASES | |
Operating leases, weighted average remaining lease term | 10 years |
Finance leases, weighted average remaining lease term | 12 years 8 months 12 days |
Operating leases, weighted average discount rate | 7.20% |
Finance leases, weighted average discount rate | 6.50% |
LEASES - Future lease agreement
LEASES - Future lease agreements (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($)item | |
Signed lease agreements | $ | $ 194.9 |
Future Lease Commitments | |
Number of Theatres | item | 9 |
Minimum | Future Lease Commitments | |
Lessee, Operating Lease, Term of Contract | 5 years |
Maximum | Future Lease Commitments | |
Lessee, Operating Lease, Term of Contract | 25 years |
REVENUE RECOGNITION - Disaggreg
REVENUE RECOGNITION - Disaggregation of revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 941.5 | $ 1,200.4 |
Admissions | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 568 | 731.5 |
Food and beverage | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 288.1 | 368.8 |
Total other theatre | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 85.4 | 100.1 |
Advertising | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 29.7 | 34.5 |
Other theatre | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 55.7 | 65.6 |
Products and services transferred at point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 851.8 | 1,110 |
Products and services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 89.7 | $ 90.4 |
REVENUE RECOGNITION - Receivabl
REVENUE RECOGNITION - Receivables and deferred revenue (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Receivables related to contracts with customers | $ 29.4 | $ 160.3 |
Miscellaneous receivables | 97.4 | 93.9 |
Receivables, net | 126.8 | 254.2 |
Current liabilities | ||
Deferred revenue related to contracts with customers | 396.4 | 447.1 |
Miscellaneous deferred income | 3.9 | 2.1 |
Deferred revenues and income | $ 400.3 | $ 449.2 |
REVENUE RECOGNITION - Changes i
REVENUE RECOGNITION - Changes in liabilities (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Deferred revenues related to contracts with customers | ||
Beginning balance | $ 447.1 | |
Cash received in advance | 71.3 | |
Customer loyalty awards accumulated, net of expirations | 18.3 | $ 18.1 |
Foreign currency translation adjustment | (4.6) | |
Ending balance | 396.4 | |
Exhibitor Services Agreement | ||
Deferred revenues related to contracts with customers | ||
Beginning balance | $ 549.7 | |
Common Unit Adjustment - surrender of common units | 4.8 | |
Reclassification revenue, as the result of performance obligations satisfied | $ (4.1) | |
Ending balance | $ 550.4 | |
Term of amortization of the exhibitor services agreement (ESA) with NCM | 30 years | |
Admissions | ||
Deferred revenues related to contracts with customers | ||
Customer loyalty awards accumulated, net of expirations | $ 4.8 | |
Reclassification revenue, as the result of performance obligations satisfied | (89.5) | |
Food and beverage | ||
Deferred revenues related to contracts with customers | ||
Customer loyalty awards accumulated, net of expirations | 12.5 | |
Reclassification revenue, as the result of performance obligations satisfied | (23.8) | |
Total other theatre | ||
Deferred revenues related to contracts with customers | ||
Customer loyalty awards accumulated, net of expirations | (0.2) | |
Reclassification revenue, as the result of performance obligations satisfied | $ (21.2) |
REVENUE RECOGNITION - Additiona
REVENUE RECOGNITION - Additional disclosures (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Customer Frequency Program | ||
Deferred revenues and income | $ 400.3 | $ 449.2 |
Gift Card And Ticket Exchange | ||
Customer Frequency Program | ||
Redemption period | 24 months | |
Deferred revenues and income | $ 311.9 | |
Loyalty Program | ||
Customer Frequency Program | ||
Redemption period | 24 months | |
Deferred revenues and income | $ 69.4 |
GOODWILL (Details)
GOODWILL (Details) $ in Millions | Sep. 14, 2018USD ($)shares | Mar. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) |
Goodwill [Roll Forward] | |||
Balance at the beginning of the period | $ 4,789.1 | ||
Goodwill impairment | (1,744.3) | ||
Currency translation adjustment | 106.8 | ||
Balance at the end of the period | $ 2,938 | ||
Number of reporting units | segment | 2 | ||
Domestic theatres | |||
Goodwill [Roll Forward] | |||
Balance at the beginning of the period | $ 3,072.6 | ||
Goodwill impairment | (1,124.9) | ||
Balance at the end of the period | 1,947.7 | ||
International theatres | |||
Goodwill [Roll Forward] | |||
Balance at the beginning of the period | 1,716.5 | ||
Goodwill impairment | (619.4) | ||
Currency translation adjustment | 106.8 | ||
Balance at the end of the period | 990.3 | ||
Class B common stock | |||
Goodwill [Roll Forward] | |||
Common stock repurchased and cancellation (in shares) | shares | 24,057,143 | ||
2.95% Senior Unsecured Convertible Notes due 2024 | |||
Goodwill [Roll Forward] | |||
Principal balance | $ 600 | $ 600 | $ 600 |
INVESTMENTS (Details)
INVESTMENTS (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2020USD ($)item | Mar. 31, 2019USD ($) | |
Equity Method Investments Ownership Transactions [Abstract] | ||
Investment expense | $ 7.2 | |
Recorded equity in earnings | $ (2.9) | $ 6.5 |
U.S. | ||
Investments | ||
Number of theatres with partnership interests | item | 4 | |
Europe | ||
Investments | ||
Ownership percentage | 50.00% | |
Number of theatres with partnership interests | item | 55 | |
DCM | ||
Investments | ||
Ownership percentage | 50.00% | |
SV Holdco | ||
Investments | ||
Ownership percentage | 18.20% | |
AC JV, LLC | ||
Investments | ||
Ownership percentage | 32.00% | |
DCIP | ||
Investments | ||
Ownership percentage | 29.00% | |
Equity Method Investments Ownership Transactions [Abstract] | ||
Recorded equity in earnings | $ (1.9) | (5.6) |
SSC | ||
Investments | ||
Ownership percentage | 10.00% | |
Other | ||
Equity Method Investments Ownership Transactions [Abstract] | ||
Recorded equity in earnings | $ (1) | $ 0.9 |
DCDC | ||
Investments | ||
Ownership percentage | 14.60% | |
Maximum | ||
Investments | ||
Ownership percentage | 50.00% |
INVESTMENTS - Sum. Finan. Info
INVESTMENTS - Sum. Finan. Info and Earnings (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Investments | ||
Recorded equity in earnings | $ (2.9) | $ 6.5 |
NCM, Inc and NCM, LLC | ||
Investments | ||
Recorded equity in earnings | (1.9) | 5.6 |
DCIP | ||
Investments | ||
Revenues | 26.1 | 37.7 |
Operating costs and expenses | 37.2 | 19.2 |
Net earnings (loss) | (11.1) | 18.5 |
Recorded equity in earnings | (1.9) | (5.6) |
Other | ||
Investments | ||
Recorded equity in earnings | $ (1) | $ 0.9 |
INVESTMENTS - Related Party Tra
INVESTMENTS - Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
DCM | |||
Related Party Transactions | |||
Amounts due from affiliate | $ 0.9 | $ 4.2 | |
Loan receivable from affiliate | 0.6 | 0.7 | |
DCM | Other revenues | |||
Related Party Transactions | |||
Related party revenues | 3.6 | $ 3.9 | |
DCIP | |||
Related Party Transactions | |||
Amounts due from affiliate | 3.5 | ||
DCIP | Operating expense | |||
Related Party Transactions | |||
Related party expenses | 1.3 | 1.1 | |
AC JV, LLC | |||
Related Party Transactions | |||
Amounts due to affiliate | (1) | (0.8) | |
AC JV, LLC | Film exhibition costs. | |||
Related Party Transactions | |||
Related party expenses | 2.4 | 7.3 | |
Screenvision | |||
Related Party Transactions | |||
Amounts due from affiliate | 0.7 | 3.4 | |
Screenvision | Other revenues | |||
Related Party Transactions | |||
Related party revenues | 2.1 | $ 3.5 | |
Nordic | |||
Related Party Transactions | |||
Amounts due from affiliate | 2.3 | 2.5 | |
Amounts due to affiliate | (2.2) | (1.6) | |
SSC | |||
Related Party Transactions | |||
Amounts due from affiliate | 9.3 | 8.3 | |
U.S. theatres and IMAX screen | |||
Related Party Transactions | |||
Amounts due to affiliate | $ (0.8) | $ (1) |
CORPORATE BORROWINGS - Long-ter
CORPORATE BORROWINGS - Long-term debt and lease obligations (Details) € in Millions, $ in Millions | Mar. 31, 2020EUR (€) | Mar. 31, 2020USD ($) | Dec. 31, 2019EUR (€) | Dec. 31, 2019USD ($) | Sep. 14, 2018USD ($) |
CORPORATE BORROWINGS | |||||
Carrying value of corporate borrowings | $ 5,192.1 | $ 4,910.8 | |||
Finance lease obligations | 95.2 | 99.9 | |||
Debt issuance costs | 84.5 | 88.8 | |||
Net discounts | (66.8) | (69.1) | |||
Derivative liability | 0.5 | ||||
Total long-term debt and finance lease obligations | 5,136 | 4,853.3 | |||
Current maturities corporate borrowings | (20) | (20) | |||
Current maturities of finance lease liabilities | (10.2) | (10.3) | |||
Noncurrent portion of long-term debt and finance lease obligations | 5,105.8 | 4,823 | |||
Senior Secured Credit Facility Term-Loan Due 2026 | |||||
CORPORATE BORROWINGS | |||||
Carrying value of corporate borrowings | $ 1,980 | $ 1,985 | |||
Stated interest rate (as a percent) | 4.61% | 4.61% | 4.61% | 4.61% | |
2.95% Senior Unsecured Convertible Notes due 2024 | |||||
CORPORATE BORROWINGS | |||||
Carrying value of corporate borrowings | $ 600 | $ 600 | |||
Debt issuance costs | 10.8 | 11.2 | $ 13.6 | ||
Net discounts | $ (70.3) | (73.7) | |||
Derivative liability | $ 0.5 | $ 90.4 | |||
Stated interest rate (as a percent) | 2.95% | 2.95% | 2.95% | 2.95% | 2.95% |
6.375% Senior Subordinated Notes due 2024 | |||||
CORPORATE BORROWINGS | |||||
Carrying value of corporate borrowings | $ 617.3 | $ 655.8 | |||
Stated interest rate (as a percent) | 6.375% | 6.375% | 6.375% | 6.375% | |
Debt instrument face amount | € | € 500 | € 500 | |||
5.75 % Senior Subordinated Notes due 2025 | |||||
CORPORATE BORROWINGS | |||||
Carrying value of corporate borrowings | $ 600 | $ 600 | |||
Stated interest rate (as a percent) | 5.75% | 5.75% | 5.75% | 5.75% | |
5.875% Senior Subordinated Notes due 2026 | |||||
CORPORATE BORROWINGS | |||||
Carrying value of corporate borrowings | $ 595 | $ 595 | |||
Stated interest rate (as a percent) | 5.875% | 5.875% | 5.875% | 5.875% | |
6.125% Senior Subordinated Notes due 2027 | |||||
CORPORATE BORROWINGS | |||||
Carrying value of corporate borrowings | $ 475 | $ 475 | |||
Stated interest rate (as a percent) | 6.125% | 6.125% | 6.125% | 6.125% | |
Revolving Credit Facility Due 2024 | |||||
CORPORATE BORROWINGS | |||||
Carrying value of corporate borrowings | $ 215 | ||||
Stated interest rate (as a percent) | 4.75% | 4.75% | 4.75% | 4.75% | |
Odeon Revolving Credit Facility Due 2022 - 3.17% | |||||
CORPORATE BORROWINGS | |||||
Carrying value of corporate borrowings | $ 85.1 | ||||
Stated interest rate (as a percent) | 3.17% | 3.17% | 3.17% | 3.17% | |
Odeon Revolving Credit Facility Due 2022 - 2.6% | |||||
CORPORATE BORROWINGS | |||||
Carrying value of corporate borrowings | $ 24.7 | ||||
Stated interest rate (as a percent) | 2.60% | 2.60% | 2.60% | 2.60% |
CORPORATE BORROWINGS - Senior U
CORPORATE BORROWINGS - Senior Unsecured Convertible Notes (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Sep. 14, 2018 | |
CORPORATE BORROWINGS | ||||
Discount | $ (66.8) | $ (69.1) | ||
Debt issuance costs | (84.5) | (88.8) | ||
Derivative liability | 0.5 | |||
Amortization of net discount on corporate borrowings | 3.1 | $ 2.2 | ||
Amortization of debt issuance costs | 4.1 | 4.4 | ||
2.95% Senior Unsecured Convertible Notes due 2024 | ||||
CORPORATE BORROWINGS | ||||
Principal balance | 600 | 600 | $ 600 | |
Discount | (70.3) | (73.7) | ||
Debt issuance costs | (10.8) | (11.2) | (13.6) | |
Derivative liability | 0.5 | $ 90.4 | ||
Amortization of net discount on corporate borrowings | 3.4 | |||
Amortization of debt issuance costs | 0.4 | |||
Change fair value of derivative | (0.5) | $ (13.3) | ||
Carrying value | 518.9 | $ 515.6 | ||
Increase to Expense (Income) | $ 3.3 |
CORPORATE BORROWINGS - Senior_2
CORPORATE BORROWINGS - Senior Unsecured Convertible Notes narrative (Details) | Sep. 30, 2018item | Sep. 14, 2018USD ($)item$ / shares | Mar. 31, 2020USD ($)$ / shares | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Sep. 04, 2018USD ($) |
CORPORATE BORROWINGS | ||||||
Derivative liability | $ 500,000 | |||||
Debt issuance costs | $ 84,500,000 | 88,800,000 | ||||
Interest expense | 71,300,000 | $ 71,300,000 | ||||
Other expense | (26,900,000) | (29,800,000) | ||||
Class B common stock | ||||||
CORPORATE BORROWINGS | ||||||
Price per share (in dollars per share) | $ / shares | $ 17.50 | |||||
2.95% Senior Unsecured Convertible Notes due 2024 | ||||||
CORPORATE BORROWINGS | ||||||
Principal balance | $ 600,000,000 | $ 600,000,000 | $ 600,000,000 | |||
Stated interest rate (as a percent) | 2.95% | 2.95% | 2.95% | |||
Change fair value of derivative | $ 500,000 | 13,300,000 | ||||
If-converted value in excess of principal | $ 499,900,000 | |||||
Price per share (in dollars per share) | $ / shares | $ 3.16 | |||||
Derivative liability | $ 90,400,000 | $ 500,000 | ||||
Effective interest rate | 5.98% | |||||
Debt issuance costs | $ 13,600,000 | $ 10,800,000 | $ 11,200,000 | |||
Interest expense | 8,300,000 | 8,000,000 | ||||
Other expense | $ 20,100,000 | $ 15,100,000 | ||||
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 | Class A common stock | ||||||
CORPORATE BORROWINGS | ||||||
Conversion rate | 52.7704 | |||||
Conversion rate (in dollars per share) | $ / shares | $ 18.95 | $ 18.95 | ||||
Number of shares upon conversion | 31,662,269 | 31,662,269 | ||||
Minimum conversion price percentage causing a reset conversion price | 120.00% | |||||
Number of days needed to cause a reset conversion price | 10 days | |||||
Maximum allowed percentage of outstanding fully-diluted share capital resulting a conversion price floor | 30.00% | |||||
2.95% Senior Unsecured Convertible Notes due 2024 | Class B common stock | ||||||
CORPORATE BORROWINGS | ||||||
Number of shares upon conversion | item | 5,666,000 | |||||
Derivative Asset | $ 10,700,000 |
STOCKHOLDERS' EQUITY - Dividend
STOCKHOLDERS' EQUITY - Dividends (Details) - USD ($) | Feb. 15, 2019 | Sep. 14, 2018 |
Dividends | ||
Cash dividend declared (in dollars per share) | $ 0.03 | |
Dividends declared | $ 3,200,000 | $ 1.55 |
STOCKHOLDERS' EQUITY - Related
STOCKHOLDERS' EQUITY - Related Party Transactions (Details) | Sep. 30, 2018item | Sep. 14, 2018USD ($)item$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) |
2.95% Senior Unsecured Convertible Notes due 2024 | |||||
Related Party Transactions | |||||
Principal balance | $ 600,000,000 | $ 600,000,000 | $ 600,000,000 | ||
Price per share (in dollars per share) | $ / shares | $ 3.16 | ||||
Maximum | |||||
Related Party Transactions | |||||
Ownership percentage | 50.00% | ||||
Class A common stock | 2.95% Senior Unsecured Convertible Notes due 2024 | |||||
Related Party Transactions | |||||
Number of shares upon conversion | 31,662,269 | 31,662,269 | |||
Class B common stock | |||||
Related Party Transactions | |||||
Common stock repurchased and cancellation (in shares) | shares | 24,057,143 | ||||
Value of stock repurchased and canceled | $ 421,000,000 | ||||
Price per share (in dollars per share) | $ / shares | $ 17.50 | ||||
Legal fees | $ 2,600,000 | ||||
Class B common stock | 2.95% Senior Unsecured Convertible Notes due 2024 | |||||
Related Party Transactions | |||||
Number of shares upon conversion | item | 5,666,000 | ||||
Wanda | |||||
Related Party Transactions | |||||
Receivable due from related party | $ 400,000 | $ 800,000 | |||
Reimbursements | $ 100,000 | $ 100,000 | |||
Period following ROFR execution during which certain shares may be purchased | 2 years | ||||
Wanda | ROFR agreement | Minimum | |||||
Related Party Transactions | |||||
Combined voting power held in Holdings (as a percent) | 50.10% | ||||
Silver Lake | 2.95% Senior Unsecured Convertible Notes due 2024 | |||||
Related Party Transactions | |||||
Principal balance | $ 600,000,000 | ||||
Silver Lake | Wanda | ROFR agreement | |||||
Related Party Transactions | |||||
Period following ROFR execution during which certain shares may be purchased | 2 years | ||||
Wanda | |||||
Related Party Transactions | |||||
Combined voting power held in Holdings (as a percent) | 74.72% | ||||
Ownership percentage | 49.63% | ||||
Wanda | Class A common stock | |||||
Related Party Transactions | |||||
Voting ratio between Class B and Class A common stock | three-to-one voting ratio | ||||
Wanda | Class B common stock | |||||
Related Party Transactions | |||||
Shares owned | shares | 51,769,784 | ||||
Number of shares upon conversion | 5,666,000 |
STOCKHOLDERS' EQUITY - equity s
STOCKHOLDERS' EQUITY - equity statements (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 14, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Increase (Decrease) in Stockholders' Equity | ||||
Balance at the beginning of the period | $ 1,214.2 | $ 1,397.6 | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | 78.8 | $ (16.9) | ||
Net loss | (2,176.3) | (130.2) | ||
Other comprehensive income (loss) | (93.5) | (24.9) | ||
RSUs surrendered to pay for payroll taxes | (1) | (1.1) | ||
Reclassification from temporary equity | 0.4 | |||
Stock-based compensation | 2.7 | 4 | ||
Balance at the end of the period | (1,074) | 1,303.5 | ||
Additional Paid-in Capital | ||||
Increase (Decrease) in Stockholders' Equity | ||||
Balance at the beginning of the period | 2,001.9 | 1,998.4 | ||
RSUs surrendered to pay for payroll taxes | (1) | (1.1) | ||
Reclassification from temporary equity | 0.4 | |||
Stock-based compensation | 2.7 | 4 | ||
Balance at the end of the period | 2,003.6 | 2,001.7 | ||
Treasury Stock | ||||
Increase (Decrease) in Stockholders' Equity | ||||
Balance at the beginning of the period | $ (56.4) | $ (56.4) | ||
Balance (in shares) | 3,732,625 | 3,732,625 | ||
Balance at the end of the period | $ (56.4) | $ (56.4) | ||
Balance (in shares) | 3,732,625 | 3,732,625 | ||
Accumulated Other Comprehensive Loss | ||||
Increase (Decrease) in Stockholders' Equity | ||||
Balance at the beginning of the period | $ (26.1) | $ 5.5 | ||
Other comprehensive income (loss) | (93.5) | (24.9) | ||
Balance at the end of the period | (119.6) | (19.4) | ||
Accumulated Earnings (Deficit) | ||||
Increase (Decrease) in Stockholders' Equity | ||||
Balance at the beginning of the period | (706.2) | (550.9) | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | 78.8 | $ (16.9) | ||
Net loss | (2,176.3) | (130.2) | ||
Balance at the end of the period | (2,902.6) | $ (623.4) | ||
Class A common stock | ||||
Increase (Decrease) in Stockholders' Equity | ||||
Balance at the beginning of the period | $ 0.5 | |||
Balance (in shares) | 52,080,077 | |||
Balance at the end of the period | $ 0.5 | |||
Balance (in shares) | 52,549,593 | |||
Dividends | $ 0.20 | $ 0.20 | ||
Class A common stock | Dividend declared | ||||
Increase (Decrease) in Stockholders' Equity | ||||
Dividends declared | $ (1.6) | $ (10.7) | ||
Class A common stock | Common Stock | ||||
Increase (Decrease) in Stockholders' Equity | ||||
Balance at the beginning of the period | $ 0.5 | |||
Balance (in shares) | 52,080,077 | 55,401,325 | ||
Reclassification from temporary equity (in shares) | 75,712 | |||
Stock based compensation (in shares) | 469,516 | 328,904 | ||
Balance at the end of the period | $ 0.5 | |||
Balance (in shares) | 52,549,593 | 55,805,941 | ||
Class A common stock | Accumulated Earnings (Deficit) | Dividend declared | ||||
Increase (Decrease) in Stockholders' Equity | ||||
Dividends declared | $ (1.6) | $ (10.7) | ||
Class B common stock | ||||
Increase (Decrease) in Stockholders' Equity | ||||
Balance (in shares) | 51,769,784 | |||
Common stock repurchase and cancellation | $ (421) | |||
Common stock repurchased and cancellation (in shares) | 24,057,143 | |||
Balance (in shares) | 51,769,784 | |||
Dividends | $ 0.20 | $ 0.20 | ||
Class B common stock | Dividend declared | ||||
Increase (Decrease) in Stockholders' Equity | ||||
Dividends declared | $ (1.6) | $ (10.4) | ||
Class B common stock | Common Stock | ||||
Increase (Decrease) in Stockholders' Equity | ||||
Balance at the beginning of the period | $ 0.5 | $ 0.5 | ||
Balance (in shares) | 51,769,784 | 51,769,784 | ||
Balance at the end of the period | $ 0.5 | $ 0.5 | ||
Balance (in shares) | 51,769,784 | 51,769,784 | ||
Class B common stock | Accumulated Earnings (Deficit) | Dividend declared | ||||
Increase (Decrease) in Stockholders' Equity | ||||
Dividends declared | $ (1.6) | $ (10.4) |
INCOME TAXES - narrative (Detai
INCOME TAXES - narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
INCOME TAXES | |||
Income tax expense | $ 68.2 | $ 5.7 | |
Effective Income Tax Rate Reconciliation, Percent | (3.20%) | ||
Goodwill, Impairment Loss | $ 1,744.3 | ||
Net deferred tax liabilities | 47.2 | ||
Net deferred tax assets | $ 24.1 | ||
Foreign | Federal Ministry of Finance, Germany | |||
INCOME TAXES | |||
Income tax expense | 33.1 | ||
Foreign | Tax Authority Spain | |||
INCOME TAXES | |||
Income tax expense | $ 40.1 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair value on a recurring basis (Details) | Mar. 31, 2020USD ($) |
Share Price | |
Other long-term assets: | |
Derivative Asset, Measurement Input | 3.16 |
Price Volatility Rate | |
Other long-term assets: | |
Derivative Asset, Measurement Input | 13 |
Risk Free Interest Rate | |
Other long-term assets: | |
Derivative Asset, Measurement Input | 0.14 |
Dividend Yield | |
Other long-term assets: | |
Derivative Asset, Measurement Input | 0 |
Recurring basis | |
Other long-term assets: | |
Money market mutual funds | $ 600,000 |
Derivative asset | 17,900,000 |
Investments measured at net asset value | 9,800,000 |
Investment in NCM | 4,500,000 |
Total carrying Value | 32,800,000 |
Recurring basis | Quoted prices in active market (Level 1) | |
Other long-term assets: | |
Money market mutual funds | 600,000 |
Investment in NCM | 4,500,000 |
Total carrying Value | 5,100,000 |
Recurring basis | Significant unobservable inputs (Level 3) | |
Other long-term assets: | |
Derivative asset | 17,900,000 |
Total carrying Value | 17,900,000 |
Nonrecurring basis | Significant unobservable inputs (Level 3) | |
Other long-term assets: | |
Total carrying Value | $ 3,159,400,000 |
FAIR VALUE MEASUREMENTS - Fai_2
FAIR VALUE MEASUREMENTS - Fair value on a nonrecurring basis (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 14, 2018USD ($) | |
Other Fair Value Measurement Disclosures | |||
Operating lease right-of-use assets, net | $ 4,602.3 | $ 4,796 | |
Goodwill | 2,938 | 4,789.1 | |
Total loss on equity interest investment | 7.2 | ||
Total impairment loss | 1,851.9 | ||
Impairment of long-lived assets, indefinite-lived intangible assets and goodwill | 91.3 | ||
Impaired Financing Receivable, Recorded Investment | 3,159.4 | ||
Current maturities of corporate borrowings, carrying value | 20 | 20 | |
Corporate borrowings, noncurrent, carrying value | 5,020.8 | $ 4,733.4 | |
International markets | |||
Other Fair Value Measurement Disclosures | |||
Impairment of long-lived assets, indefinite-lived intangible assets and goodwill | 9.9 | ||
U.S. | |||
Other Fair Value Measurement Disclosures | |||
Impairment of long-lived assets, indefinite-lived intangible assets and goodwill | $ 81.4 | ||
Measurement Input, Discount Rate [Member] | International markets | |||
Other Fair Value Measurement Disclosures | |||
Derivative Asset, Measurement Input | 11.5 | ||
Measurement Input, Discount Rate [Member] | U.S. | |||
Other Fair Value Measurement Disclosures | |||
Derivative Asset, Measurement Input | 13 | ||
Measurement Input, Long-term Revenue Growth Rate [Member] | |||
Other Fair Value Measurement Disclosures | |||
Derivative Asset, Measurement Input | 2 | ||
Nonrecurring basis | |||
Other Fair Value Measurement Disclosures | |||
Property owned, net | $ 30.9 | ||
Total loss on Operating lease right-of-use assets | 60.4 | ||
Definite-lived intangible assets | 8 | ||
Indefinite-lived intangible assets | 8.3 | ||
Goodwill | 1,744.3 | ||
Total losses | 1,859.1 | ||
Nonrecurring basis | Other long-term assets | |||
Other Fair Value Measurement Disclosures | |||
Cost method investments | 7.2 | ||
Total Carrying Value | |||
Other Fair Value Measurement Disclosures | |||
Current maturities of corporate borrowings, carrying value | 20 | ||
Corporate borrowings, noncurrent, carrying value | 5,020.8 | ||
Total Carrying Value | Nonrecurring basis | |||
Other Fair Value Measurement Disclosures | |||
Property owned, net | 40.5 | ||
Operating lease right-of-use assets, net | 124 | ||
Definite-lived intangible assets | 6.6 | ||
Indefinite-lived intangible assets | 50.3 | ||
Goodwill | 2,938 | ||
Total carrying Value | 3,159.4 | ||
Significant other observable inputs (Level 2) | |||
Other Fair Value Measurement Disclosures | |||
Current maturities of corporate borrowings, fair value | 15.1 | ||
Corporate borrowings, noncurrent, fair value | 2,630.6 | ||
Significant unobservable inputs (Level 3) | |||
Other Fair Value Measurement Disclosures | |||
Corporate borrowings, noncurrent, fair value | 239.2 | ||
Significant unobservable inputs (Level 3) | Nonrecurring basis | |||
Other Fair Value Measurement Disclosures | |||
Property owned, net | 40.5 | ||
Operating lease right-of-use assets, net | 124 | ||
Definite-lived intangible assets | 6.6 | ||
Indefinite-lived intangible assets | 50.3 | ||
Goodwill | 2,938 | ||
Total carrying Value | $ 3,159.4 | ||
Significant unobservable inputs (Level 3) | 2.95% Senior Unsecured Convertible Notes due 2024 | |||
Other Fair Value Measurement Disclosures | |||
Convertible debt, fair value | $ 600 |
OPERATING SEGMENT (Details)
OPERATING SEGMENT (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020USD ($)segment | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
OPERATING SEGMENT | |||
Number of reportable segments | segment | 2 | ||
Financial information by reportable operating segment | |||
Revenues | $ 941.5 | $ 1,200.4 | |
Adjusted EBITDA | 3.1 | 108.2 | |
Capital expenditures | 91.7 | 114.8 | |
Long-term assets, net | 10,686.5 | $ 13,002.7 | |
U. S. markets | Operating Segments [Member] | |||
Financial information by reportable operating segment | |||
Revenues | 661.3 | 867.2 | |
Adjusted EBITDA | (3.8) | 77.5 | |
Capital expenditures | 56.9 | 75.5 | |
Long-term assets, net | 7,698.7 | 9,039.6 | |
International markets | Operating Segments [Member] | |||
Financial information by reportable operating segment | |||
Revenues | 280.2 | 333.2 | |
Adjusted EBITDA | 6.9 | 30.7 | |
Capital expenditures | 34.8 | $ 39.3 | |
Long-term assets, net | $ 2,987.8 | $ 3,963.1 |
OPERATING SEGMENT - Reconciliat
OPERATING SEGMENT - Reconciliation (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2020USD ($)item | Mar. 31, 2019USD ($) | |
Reconciliation of net income to EBITDA | ||
Net loss | $ (2,176.3) | $ (130.2) |
Income tax provision | 68.2 | 5.7 |
Interest expense | 82.8 | 83.6 |
Depreciation and amortization | 122.5 | 113 |
Impairment of long-lived assets, indefinite-lived intangible assets and goodwill | 1,851.9 | |
Certain operating expenses | 2.1 | 2.5 |
Equity in (earnings) loss of non-consolidated entities | 2.9 | (6.5) |
Cash distributions from non-consolidated entities | 7.6 | 10.5 |
Attributable EBITDA | (0.1) | 0.9 |
Goodwill, Impairment Loss | 1,744.3 | |
Impairment of long-lived assets, indefinite-lived intangible assets and goodwill | 91.3 | |
Impairment of indefinite-lived intangible assets | 8.3 | |
Impairment of definite-lived intangible assets | 8 | |
Investment expense (income) | 9.4 | (16.1) |
Other expense (income) | 26.9 | 29.9 |
Other non-cash rent | 2.3 | 7.6 |
General and Administrative Expense [Abstract] | ||
Merger, acquisition and other costs | 0.2 | 3.3 |
Share-based Compensation Cash Portion | 2.7 | 4 |
Adjusted EBITDA | 3.1 | 108.2 |
Estimated Credit Losses Contingent Lease Guarantees | 5.3 | |
Foreign currency transactions losses | (2) | (0.5) |
Derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement | 20.1 | 15.1 |
Derivative liability fair value adjustment for embedded conversion feature in the Convertible Notes due 2024 | (0.5) | 13.3 |
Attributable EBITDA | ||
Reconciliation of net income to EBITDA | ||
Income tax provision | (0.1) | |
Depreciation and amortization | 0.8 | 0.6 |
Equity in (earnings) loss of non-consolidated entities | 2.9 | (6.5) |
Attributable EBITDA | (0.1) | 0.9 |
Investment expense (income) | (0.2) | (0.2) |
Other expense (income) | 0.2 | |
Equity in (earnings) loss of non-consolidating entities excluding International theatre joint ventures | 2.1 | (6) |
Other Expense [Member] | ||
General and Administrative Expense [Abstract] | ||
Estimated Credit Losses Contingent Lease Guarantees | 5.3 | 0 |
Foreign currency transactions losses | 2 | 0.5 |
Other Expense [Member] | Embedded Derivative Financial Instruments [Member] | ||
General and Administrative Expense [Abstract] | ||
Derivative liability fair value adjustment for embedded conversion feature in the Convertible Notes due 2024 | 0.5 | (13.3) |
Other Expense [Member] | Call Option [Member] | ||
General and Administrative Expense [Abstract] | ||
Derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement | (20.1) | (15.1) |
DCIP | ||
Reconciliation of net income to EBITDA | ||
Equity in (earnings) loss of non-consolidated entities | 1.9 | 5.6 |
Oden Trade Names | ||
Reconciliation of net income to EBITDA | ||
Impairment of indefinite-lived intangible assets | 5.9 | |
Nordic Trade Names | ||
Reconciliation of net income to EBITDA | ||
Impairment of indefinite-lived intangible assets | 2.4 | |
Domestic theatres | ||
Reconciliation of net income to EBITDA | ||
Goodwill, Impairment Loss | 1,124.9 | |
International theatres | ||
Reconciliation of net income to EBITDA | ||
Goodwill, Impairment Loss | 619.4 | |
U. S. markets | ||
Reconciliation of net income to EBITDA | ||
Impairment of long-lived assets, indefinite-lived intangible assets and goodwill | $ 81.4 | |
Tangible asset impairment, number of theatres | item | 57 | |
Tangible asset impairment, number of screens | item | 658 | |
International markets | ||
Reconciliation of net income to EBITDA | ||
Impairment of long-lived assets, indefinite-lived intangible assets and goodwill | $ 9.9 | |
Tangible asset impairment, number of theatres | item | 23 | |
Tangible asset impairment, number of screens | item | 213 | |
Operating Segments [Member] | U. S. markets | ||
General and Administrative Expense [Abstract] | ||
Adjusted EBITDA | $ (3.8) | 77.5 |
Operating Segments [Member] | International markets | ||
General and Administrative Expense [Abstract] | ||
Adjusted EBITDA | 6.9 | 30.7 |
Operating Segments [Member] | International markets | Attributable EBITDA | ||
Reconciliation of net income to EBITDA | ||
Equity in earnings (loss) International theatre JV's | $ (0.8) | $ 0.5 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Feb. 15, 2019USD ($) | Sep. 14, 2018USD ($) | Mar. 31, 2020USD ($) | Jan. 31, 2018item |
COMMITMENTS AND CONTINGENCIES | ||||
Weighted average discount rate | 7.20% | |||
Dividends declared | $ 3,200,000 | $ 1.55 | ||
Number of pending actions | item | 2 | |||
Estimated credit losses contingent lease guarantees | $ 5,300,000 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) | Sep. 30, 2018item | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Sep. 14, 2018$ / shares |
Numerator: | ||||
Net loss | $ | $ (2,176,300,000) | $ (130,200,000) | ||
Net earnings for diluted earnings | $ | $ (2,176,300,000) | $ (130,200,000) | ||
Denominator (shares in thousands): | ||||
Weighted average shares for basic earnings per common share | 104,245,000 | 103,783,000 | ||
Weighted average shares for diluted earnings per common share | 104,245,000 | 103,783,000 | ||
Basic earnings (loss) per common share (in dollars per share) | $ / shares | $ (20.88) | $ (1.25) | ||
Diluted earnings (loss) per common share (in dollars per share) | $ / shares | $ (20.88) | $ (1.25) | ||
Interest expense not eliminated from net loss in EPS calculation due to anti-dilutive effect | $ | $ 8,300,000 | $ 8,000,000 | ||
Marked-to-market (gain) on derivative liability | $ | (19,600,000) | $ (28,400,000) | ||
2.95% Senior Unsecured Convertible Notes due 2024 | ||||
Denominator (shares in thousands): | ||||
Anti-dilutive securities not included in the computations of diluted earnings per share (in shares) | 31,700,000 | |||
Derivative gain (loss) not eliminated from net loss in EPS calculation due to anti-dilutive effect | $ | $ (500,000) | $ 13,300,000 | ||
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 | ||
Performance Vesting | ||||
Denominator (shares in thousands): | ||||
Anti-dilutive securities not included in the computations of diluted earnings per share (in shares) | 793,932 | 504,253 | ||
Percent of performance target | 100.00% | 100.00% | ||
Special Performance Stock Unit | ||||
Denominator (shares in thousands): | ||||
Anti-dilutive securities not included in the computations of diluted earnings per share (in shares) | 595,003 | |||
Restricted stock unit | ||||
Denominator (shares in thousands): | ||||
Anti-dilutive securities not included in the computations of diluted earnings per share (in shares) | 2,210,736 | 43,073 |
CONDENSED CONSOLIDATING FINAN_3
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Details) | 3 Months Ended |
Mar. 31, 2020 | |
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 | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues | ||
Revenues | $ 941.5 | $ 1,200.4 |
Operating costs and expenses | ||
Operating expense, excluding depreciation and amortization below | 356.9 | 402.8 |
Rent | 237.8 | 242 |
General and administrative: | ||
Merger, acquisition and other costs | 0.2 | 3.3 |
Other, excluding depreciation and amortization below | 33.2 | 46.2 |
Depreciation and amortization | 122.5 | 113 |
Impairment of long-lived assets, indefinite-lived intangible assets and goodwill | 1,851.9 | |
Operating costs and expenses | 2,927.6 | 1,234.1 |
Operating loss | (1,986.1) | (33.7) |
Other expense (income): | ||
Other expense | 26.9 | 29.8 |
Interest expense: | ||
Corporate borrowings | 71.3 | 71.3 |
Finance lease obligations | 1.6 | 2.1 |
Non-cash NCM exhibitor services agreement | 9.9 | 10.2 |
Equity in (earnings) loss of non-consolidated entities | 2.9 | (6.5) |
Investment income | 9.4 | (16.1) |
Total other expense, net | 122 | 90.8 |
Loss before income taxes | (2,108.1) | (124.5) |
Income tax provision | 68.2 | 5.7 |
Net loss | (2,176.3) | (130.2) |
Consolidating Adjustments | ||
Other expense (income): | ||
Equity in (earnings) loss of AMC Entertainment Inc. | (2,902.4) | (491.6) |
Interest expense: | ||
Corporate borrowings | (71.2) | (71.2) |
Intercompany interest expense | (6) | (197.5) |
Investment income | 77.2 | 268.7 |
Total other expense, net | (2,902.4) | (491.6) |
Loss before income taxes | 2,902.4 | 491.6 |
Net loss | 2,902.4 | 491.6 |
AMCE | ||
Other expense (income): | ||
Equity in (earnings) loss of AMC Entertainment Inc. | 2,158.2 | 294.7 |
Other expense | 20.2 | 28.9 |
Interest expense: | ||
Corporate borrowings | 70.7 | 70.8 |
Investment income | (72.8) | (264.2) |
Total other expense, net | 2,176.3 | 130.2 |
Loss before income taxes | (2,176.3) | (130.2) |
Net loss | (2,176.3) | (130.2) |
Subsidiary Guarantors | ||
Revenues | ||
Revenues | 661.3 | 867.2 |
Operating costs and expenses | ||
Operating expense, excluding depreciation and amortization below | 251.9 | 285.6 |
Rent | 174.4 | 176.6 |
General and administrative: | ||
Merger, acquisition and other costs | 0.3 | 1.2 |
Other, excluding depreciation and amortization below | 17.3 | 27.5 |
Depreciation and amortization | 92.4 | 83.6 |
Impairment of long-lived assets, indefinite-lived intangible assets and goodwill | 1,214.3 | |
Operating costs and expenses | 1,984.4 | 894.8 |
Operating loss | (1,323.1) | (27.6) |
Other expense (income): | ||
Equity in (earnings) loss of AMC Entertainment Inc. | 744.2 | 196.9 |
Other expense | 5.3 | 0.5 |
Interest expense: | ||
Corporate borrowings | 71 | 71 |
Finance lease obligations | 0.4 | 0.7 |
Non-cash NCM exhibitor services agreement | 9.9 | 10.2 |
Equity in (earnings) loss of non-consolidated entities | 1.9 | (6.1) |
Investment income | 5.3 | (9.6) |
Total other expense, net | 838 | 263.6 |
Loss before income taxes | (2,161.1) | (291.2) |
Income tax provision | (2.9) | 3.5 |
Net loss | (2,158.2) | (294.7) |
Subsidiary Non-Guarantors | ||
Revenues | ||
Revenues | 280.2 | 333.2 |
Operating costs and expenses | ||
Operating expense, excluding depreciation and amortization below | 105 | 117.2 |
Rent | 63.4 | 65.4 |
General and administrative: | ||
Merger, acquisition and other costs | (0.1) | 2.1 |
Other, excluding depreciation and amortization below | 15.9 | 18.7 |
Depreciation and amortization | 30.1 | 29.4 |
Impairment of long-lived assets, indefinite-lived intangible assets and goodwill | 637.6 | |
Operating costs and expenses | 943.2 | 339.3 |
Operating loss | (663) | (6.1) |
Other expense (income): | ||
Other expense | 1.4 | 0.4 |
Interest expense: | ||
Corporate borrowings | 0.8 | 0.7 |
Finance lease obligations | 1.2 | 1.4 |
Intercompany interest expense | 6 | 197.5 |
Equity in (earnings) loss of non-consolidated entities | 1 | (0.4) |
Investment income | (0.3) | (11) |
Total other expense, net | 10.1 | 188.6 |
Loss before income taxes | (673.1) | (194.7) |
Income tax provision | 71.1 | 2.2 |
Net loss | (744.2) | (196.9) |
Admissions | ||
Revenues | ||
Revenues | 568 | 731.5 |
Operating costs and expenses | ||
Operating costs and expenses | 271.7 | 365.3 |
Admissions | Subsidiary Guarantors | ||
Revenues | ||
Revenues | 389.1 | 515.4 |
Operating costs and expenses | ||
Operating costs and expenses | 198.9 | 277.3 |
Admissions | Subsidiary Non-Guarantors | ||
Revenues | ||
Revenues | 178.9 | 216.1 |
Operating costs and expenses | ||
Operating costs and expenses | 72.8 | 88 |
Food and beverage | ||
Revenues | ||
Revenues | 288.1 | 368.8 |
Operating costs and expenses | ||
Operating costs and expenses | 53.4 | 61.5 |
Food and beverage | Subsidiary Guarantors | ||
Revenues | ||
Revenues | 216.6 | 287.6 |
Operating costs and expenses | ||
Operating costs and expenses | 34.9 | 43 |
Food and beverage | Subsidiary Non-Guarantors | ||
Revenues | ||
Revenues | 71.5 | 81.2 |
Operating costs and expenses | ||
Operating costs and expenses | 18.5 | 18.5 |
Total other theatre | ||
Revenues | ||
Revenues | 85.4 | 100.1 |
Total other theatre | Subsidiary Guarantors | ||
Revenues | ||
Revenues | 55.6 | 64.2 |
Total other theatre | Subsidiary Non-Guarantors | ||
Revenues | ||
Revenues | $ 29.8 | $ 35.9 |
CONDENSED CONSOLIDATING FINAN_5
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Net earnings (loss) | $ (2,176.3) | $ (130.2) |
Unrealized foreign currency translation adjustments | (93.6) | (25.4) |
Realized loss on foreign currency transactions reclassified into other expense | 0.5 | |
Pension adjustments: | ||
Realized net loss reclassified into other expense, net of tax | 0.1 | 0.1 |
Equity method investee's cash flow hedge: | ||
Unrealized net holding loss arising during the period | (0.1) | |
Realized net gain reclassified into equity in earnings of non-consolidated entities, net of tax | (0.1) | |
Other comprehensive loss | (93.5) | (24.9) |
Total comprehensive loss | (2,269.8) | (155.1) |
Consolidating Adjustments | ||
Net earnings (loss) | 2,902.4 | 491.6 |
Equity in other comprehensive income (loss) of subsidiaries | 202.1 | 40.5 |
Equity method investee's cash flow hedge: | ||
Other comprehensive loss | 202.1 | 40.5 |
Total comprehensive loss | 3,104.5 | 532.1 |
AMCE | ||
Net earnings (loss) | (2,176.3) | (130.2) |
Equity in other comprehensive income (loss) of subsidiaries | (93.5) | (24.9) |
Equity method investee's cash flow hedge: | ||
Other comprehensive loss | (93.5) | (24.9) |
Total comprehensive loss | (2,269.8) | (155.1) |
Subsidiary Guarantors | ||
Net earnings (loss) | (2,158.2) | (294.7) |
Equity in other comprehensive income (loss) of subsidiaries | (108.6) | (15.6) |
Unrealized foreign currency translation adjustments | 15.1 | (9.7) |
Realized loss on foreign currency transactions reclassified into other expense | 0.5 | |
Equity method investee's cash flow hedge: | ||
Realized net gain reclassified into equity in earnings of non-consolidated entities, net of tax | (0.1) | |
Other comprehensive loss | (93.5) | (24.9) |
Total comprehensive loss | (2,251.7) | (319.6) |
Subsidiary Non-Guarantors | ||
Net earnings (loss) | (744.2) | (196.9) |
Unrealized foreign currency translation adjustments | (108.7) | (15.7) |
Pension adjustments: | ||
Realized net loss reclassified into other expense, net of tax | 0.1 | 0.1 |
Equity method investee's cash flow hedge: | ||
Other comprehensive loss | (108.6) | (15.6) |
Total comprehensive loss | $ (852.8) | $ (212.5) |
CONDENSED CONSOLIDATING FINAN_6
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Balance Sheets (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||||
Cash and cash equivalents | $ 299.8 | $ 265 | ||
Restricted cash | 10 | 10.5 | ||
Receivables, net | 126.8 | 254.2 | ||
Other current assets | 115.2 | 143.4 | ||
Total current assets | 551.8 | 673.1 | ||
Property, net | 2,520.4 | 2,649.2 | ||
Operating lease right-of-use assets, net | 4,602.3 | 4,796 | ||
Intangible assets, net | 175.1 | 195.3 | ||
Goodwill | 2,938 | 4,789.1 | ||
Deferred tax asset, net | 0.5 | 70.1 | ||
Other long-term assets | 450.2 | 503 | ||
Total assets | 11,238.3 | 13,675.8 | ||
Current liabilities: | ||||
Accounts payable | 337.1 | 543.3 | ||
Accrued expenses and other liabilities | 263 | 324.6 | ||
Deferred revenues and income | 400.3 | 449.2 | ||
Current maturities of corporate borrowings, carrying value | 20 | 20 | ||
Current maturities of finance lease liabilities | 10.2 | 10.3 | ||
Current maturities of operating lease liabilities | 581.5 | 585.8 | ||
Total current liabilities | 1,612.1 | 1,933.2 | ||
Corporate borrowings | 5,020.8 | 4,733.4 | ||
Finance lease liabilities | 85 | 89.6 | ||
Operating lease liabilities | 4,784.3 | 4,913.8 | ||
Exhibitor services agreement | 550.4 | 549.7 | ||
Deferred tax liability, net | 47.7 | 46 | ||
Other long-term liabilities | 212 | 195.9 | ||
Total liabilities | 12,312.3 | 12,461.6 | ||
Total stockholders' equity (deficit) | (1,074) | 1,214.2 | $ 1,303.5 | $ 1,397.6 |
Total liabilities and stockholders' equity | 11,238.3 | 13,675.8 | ||
Consolidating Adjustments | ||||
Current assets: | ||||
Receivables, net | (10.3) | (9.9) | ||
Total current assets | (10.3) | (9.9) | ||
Investment in equity of subsidiaries | (1,873.3) | (2,415.4) | ||
Total assets | (1,883.6) | (2,425.3) | ||
Current liabilities: | ||||
Accounts payable | (10.4) | (10) | ||
Accrued expenses and other liabilities | 0.1 | 0.1 | ||
Total current liabilities | (10.3) | (9.9) | ||
Total liabilities | (10.3) | (9.9) | ||
Total stockholders' equity (deficit) | (1,873.3) | (2,415.4) | ||
Total liabilities and stockholders' equity | (1,883.6) | (2,425.3) | ||
AMCE | ||||
Current assets: | ||||
Cash and cash equivalents | 0.5 | 0.3 | ||
Total current assets | 0.5 | 0.3 | ||
Investment in equity of subsidiaries | 877.2 | 452.6 | ||
Intercompany advances | 3,002.5 | 5,488 | ||
Goodwill | (2.1) | (2.1) | ||
Other long-term assets | 26.8 | 47.4 | ||
Total assets | 3,904.9 | 5,986.2 | ||
Current liabilities: | ||||
Accrued expenses and other liabilities | 47.9 | 18.6 | ||
Current maturities of corporate borrowings, carrying value | 20 | 20 | ||
Total current liabilities | 67.9 | 38.6 | ||
Corporate borrowings | 4,911 | 4,733.4 | ||
Total liabilities | 4,978.9 | 4,772 | ||
Total stockholders' equity (deficit) | (1,074) | 1,214.2 | ||
Total liabilities and stockholders' equity | 3,904.9 | 5,986.2 | ||
Subsidiary Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 129.1 | 94.9 | ||
Receivables, net | 57.6 | 160.1 | ||
Other current assets | 82 | 108.5 | ||
Total current assets | 268.7 | 363.5 | ||
Investment in equity of subsidiaries | 996.1 | 1,962.8 | ||
Property, net | 1,889.2 | 1,969.3 | ||
Operating lease right-of-use assets, net | 3,402.6 | 3,491.8 | ||
Intangible assets, net | 121.7 | 130.6 | ||
Intercompany advances | (2,623.7) | (5,097.7) | ||
Goodwill | 1,949.8 | 3,074.7 | ||
Other long-term assets | 310.8 | 328 | ||
Total assets | 6,315.2 | 6,223 | ||
Current liabilities: | ||||
Accounts payable | 157.2 | 382.8 | ||
Accrued expenses and other liabilities | 124.8 | 184 | ||
Deferred revenues and income | 320.6 | 348.9 | ||
Current maturities of finance lease liabilities | 5.3 | 5.3 | ||
Current maturities of operating lease liabilities | 453.2 | 449.5 | ||
Total current liabilities | 1,061.1 | 1,370.5 | ||
Finance lease liabilities | 12.7 | 13.9 | ||
Operating lease liabilities | 3,621.1 | 3,666.8 | ||
Exhibitor services agreement | 550.4 | 549.7 | ||
Deferred tax liability, net | 27.6 | 26.8 | ||
Other long-term liabilities | 165.1 | 142.7 | ||
Total liabilities | 5,438 | 5,770.4 | ||
Total stockholders' equity (deficit) | 877.2 | 452.6 | ||
Total liabilities and stockholders' equity | 6,315.2 | 6,223 | ||
Subsidiary Non-Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 170.2 | 169.8 | ||
Restricted cash | 10 | 10.5 | ||
Receivables, net | 79.5 | 104 | ||
Other current assets | 33.2 | 34.9 | ||
Total current assets | 292.9 | 319.2 | ||
Property, net | 631.2 | 679.9 | ||
Operating lease right-of-use assets, net | 1,199.7 | 1,304.2 | ||
Intangible assets, net | 53.4 | 64.7 | ||
Intercompany advances | (378.8) | (390.3) | ||
Goodwill | 990.3 | 1,716.5 | ||
Deferred tax asset, net | 0.5 | 70.1 | ||
Other long-term assets | 112.6 | 127.6 | ||
Total assets | 2,901.8 | 3,891.9 | ||
Current liabilities: | ||||
Accounts payable | 190.3 | 170.5 | ||
Accrued expenses and other liabilities | 90.2 | 121.9 | ||
Deferred revenues and income | 79.7 | 100.3 | ||
Current maturities of finance lease liabilities | 4.9 | 5 | ||
Current maturities of operating lease liabilities | 128.3 | 136.3 | ||
Total current liabilities | 493.4 | 534 | ||
Corporate borrowings | 109.8 | |||
Finance lease liabilities | 72.3 | 75.7 | ||
Operating lease liabilities | 1,163.2 | 1,247 | ||
Deferred tax liability, net | 20.1 | 19.2 | ||
Other long-term liabilities | 46.9 | 53.2 | ||
Total liabilities | 1,905.7 | 1,929.1 | ||
Total stockholders' equity (deficit) | 996.1 | 1,962.8 | ||
Total liabilities and stockholders' equity | $ 2,901.8 | $ 3,891.9 |
CONDENSED CONSOLIDATING FINAN_7
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Cash Flows (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Net change in operating activities: | ||
Net cash provided by (used in) operating activities | $ (184) | $ 1.4 |
Cash flows from investing activities: | ||
Capital expenditures | (91.7) | (114.8) |
Proceeds from disposition of long-term assets | 3.4 | 17.3 |
Investments in non-consolidated entities | (0.1) | |
Other, net | 0.9 | (0.9) |
Net cash provided by (used in) investing activities | (87.4) | (98.5) |
Cash flows from financing activities: | ||
Borrowings under Revolving Credit Facility | (325.1) | |
Repayments under revolving credit facilities | 325.1 | (3.8) |
Principal payments under term loan | (5) | (3.4) |
Principal payments under finance lease obligations | (2.3) | (3.8) |
Cash used to pay for deferred financing costs | (0.1) | |
Cash used to pay dividends | (4.3) | (21.8) |
Taxes paid for restricted unit withholdings | (1) | (1.1) |
Net cash provided by (used in) financing activities | 312.4 | (33.9) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (6.7) | 2.2 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 34.3 | (128.8) |
Cash and cash equivalents, and restricted cash at beginning of period | 275.5 | 324 |
Cash and cash equivalents, and restricted cash at end of period | 309.8 | 195.2 |
AMCE | ||
Net change in operating activities: | ||
Net cash provided by (used in) operating activities | 35.2 | 228 |
Cash flows from financing activities: | ||
Borrowings under Revolving Credit Facility | (215) | |
Principal payments under term loan | (5) | (3.4) |
Cash used to pay for deferred financing costs | (0.1) | |
Cash used to pay dividends | (4.3) | (21.8) |
Taxes paid for restricted unit withholdings | (1) | (1.1) |
Change in intercompany advances | (201.5) | 219.6 |
Net cash provided by (used in) financing activities | 3.1 | (245.9) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (38.1) | 17.9 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 0.2 | |
Cash and cash equivalents, and restricted cash at beginning of period | 0.3 | 0.3 |
Cash and cash equivalents, and restricted cash at end of period | 0.5 | 0.3 |
Subsidiary Guarantors | ||
Net change in operating activities: | ||
Net cash provided by (used in) operating activities | (259.6) | (231.3) |
Cash flows from investing activities: | ||
Capital expenditures | (56.9) | (75.6) |
Proceeds from disposition of long-term assets | 3.1 | 3.9 |
Investments in non-consolidated entities | (0.1) | |
Other, net | 0.9 | (0.9) |
Net cash provided by (used in) investing activities | (52.9) | (72.7) |
Cash flows from financing activities: | ||
Principal payments under finance lease obligations | (1.3) | (2.5) |
Change in intercompany advances | 308.7 | (242.9) |
Net cash provided by (used in) financing activities | 307.4 | 240.4 |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | 39.3 | (17.6) |
Net increase (decrease) in cash and cash equivalents and restricted cash | 34.2 | (81.2) |
Cash and cash equivalents, and restricted cash at beginning of period | 94.9 | 177.7 |
Cash and cash equivalents, and restricted cash at end of period | 129.1 | 96.5 |
Subsidiary Non-Guarantors | ||
Net change in operating activities: | ||
Net cash provided by (used in) operating activities | 40.4 | 4.7 |
Cash flows from investing activities: | ||
Capital expenditures | (34.8) | (39.2) |
Proceeds from disposition of long-term assets | 0.3 | 13.4 |
Net cash provided by (used in) investing activities | (34.5) | (25.8) |
Cash flows from financing activities: | ||
Borrowings under Revolving Credit Facility | (110.1) | |
Repayments under revolving credit facilities | (3.8) | |
Principal payments under finance lease obligations | (1) | (1.3) |
Change in intercompany advances | (107.2) | 23.3 |
Net cash provided by (used in) financing activities | 1.9 | (28.4) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (7.9) | 1.9 |
Net increase (decrease) in cash and cash equivalents and restricted cash | (0.1) | (47.6) |
Cash and cash equivalents, and restricted cash at beginning of period | 180.3 | 146 |
Cash and cash equivalents, and restricted cash at end of period | $ 180.2 | $ 98.4 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Events - USD ($) $ in Millions | Apr. 24, 2020 | Jun. 03, 2020 |
First Lien Notes due 2025 | ||
Subsequent Events | ||
Aggregate principal amount | $ 500 | |
Stated interest rate (as a percent) | 10.50% | |
Original issue discount | $ 10 | |
First Lien Notes due 2025 | Redemption at any time on or after April 15, 2022 | ||
Subsequent Events | ||
Percentage of redemption of debt on aggregate principal amount and accrued and unpaid interest | 110.50% | |
First Lien Notes due 2025 | Redemption at any time prior to April 15, 2022 | ||
Subsequent Events | ||
Percentage of redemption of debt on aggregate principal amount and accrued and unpaid interest | 100.00% | |
First Lien Notes due 2025 | Redemption at any time prior to 120 days after the issue date | ||
Subsequent Events | ||
Percentage of redemption of debt on aggregate principal amount and accrued and unpaid interest | 105.25% | |
First Lien Notes due 2025 | Maximum | Redemption at any time on or after April 15, 2022 | ||
Subsequent Events | ||
Redemption price of debt instrument (as a percent) | 35.00% | |
First Lien Notes due 2025 | Maximum | Redemption at any time prior to 120 days after the issue date | ||
Subsequent Events | ||
Redemption price of debt instrument (as a percent) | 35.00% | |
Senior Subordinated Notes due 2024 | ||
Subsequent Events | ||
Stated interest rate (as a percent) | 6.375% | |
Senior Subordinated Notes due 2025 | ||
Subsequent Events | ||
Stated interest rate (as a percent) | 5.75% | |
Senior Subordinated Notes due 2026 | ||
Subsequent Events | ||
Stated interest rate (as a percent) | 5.875% | |
Senior Subordinated Notes due 2027 | ||
Subsequent Events | ||
Stated interest rate (as a percent) | 6.125% | |
New Notes | ||
Subsequent Events | ||
Aggregate principal amount | $ 640 | |
Stated interest rate (as a percent) | 12.00% |