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Section 1: 10-Q (10-Q)

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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

 

 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to            

 

Commission file number 001-33892

 


 

AMC ENTERTAINMENT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction of
incorporation or organization)

26-0303916
(I.R.S. Employer
Identification No.)

One AMC Way
11500 Ash Street, Leawood, KS
(Address of principal executive offices)

   
66211
(Zip Code)

 

 

Registrant’s telephone number, including area code: (913) 213-2000

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

 

Large accelerated filer ☒

Accelerated filer ☐ 

Non‑accelerated filer ☐

Smaller reporting company ☐

 

Emerging growth company ☐

 

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

 

 

Title of each class

 

Trading Symbol

 

Name of each exchange on which registered

Class A common stock

 

 

AMC

 

 

New York Stock Exchange

 

Title of each class of common stock

   

Number of shares
outstanding as of May 3, 2019

  Class A common stock
Class B common stock

 

52,073,316

51,769,784

 

 

 


 

Table of Contents

AMC ENTERTAINMENT HOLDINGS, INC.

 

INDEX

 

 

 

Page
Number

 

PART I—FINANCIAL INFORMATION

 

Item 1. 

Financial Statements (Unaudited)

3

 

Consolidated Statements of Operations

3

 

Consolidated Statements of Comprehensive  Income (Loss)

4

 

Consolidated Balance Sheets

5

 

Consolidated Statements of Cash Flows

6

 

Notes to Consolidated Financial Statements

7

Item 2. 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

43

Item 3. 

Quantitative and Qualitative Disclosures About Market Risk

60

Item 4. 

Controls and Procedures

61

 

PART II—OTHER INFORMATION

 

Item 1. 

Legal Proceedings

62

Item 1A. 

Risk Factors

62

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

62

Item 3. 

Defaults Upon Senior Securities

62

Item 4. 

Mine Safety Disclosures

62

Item 5. 

Other Information

62

Item 6. 

Exhibits

63

 

Signatures

64

 

 

 

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Table of Contents

PART I—FINANCIAL INFORMATION

 

Item 1.  Financial Statements. (Unaudited)

 

AMC ENTERTAINMENT HOLDINGS, INC.

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

Three Months Ended

(in millions, except share and per share amounts)

    

March 31, 2019

    

March 31, 2018

 

 

(unaudited)

Revenues

 

 

 

 

 

 

Admissions

 

$

731.5

 

$

875.0

Food and beverage

 

 

368.8

 

 

405.8

Other theatre

 

 

100.1

 

 

102.8

Total revenues

 

 

1,200.4

 

 

1,383.6

Operating costs and expenses

 

 

 

 

 

 

Film exhibition costs

 

 

365.3

 

 

426.5

Food and beverage costs

 

 

61.5

 

 

66.2

Operating expense, excluding depreciation and amortization below

 

 

402.8

 

 

411.9

Rent

 

 

242.0

 

 

189.7

General and administrative:

 

 

 

 

 

 

Merger, acquisition and transaction costs

 

 

3.3

 

 

4.7

Other, excluding depreciation and amortization below

 

 

46.2

 

 

44.2

Depreciation and amortization

 

 

113.0

 

 

130.5

Operating costs and expenses

 

 

1,234.1

 

 

1,273.7

Operating income (loss)

 

 

(33.7)

 

 

109.9

Other expense (income):

 

 

 

 

 

 

Other expense

 

 

29.8

 

 

1.2

Interest expense:

 

 

 

 

 

 

Corporate borrowings

 

 

71.3

 

 

61.7

Capital and financing lease obligations

 

 

2.1

 

 

10.3

Non-cash NCM exhibitor services agreement

 

 

10.2

 

 

10.5

Equity in (earnings) loss of non-consolidated entities

 

 

(6.5)

 

 

9.0

Investment income

 

 

(16.1)

 

 

(5.2)

Total other expense

 

 

90.8

 

 

87.5

Earnings (loss) before income taxes

 

 

(124.5)

 

 

22.4

Income tax provision

 

 

5.7

 

 

4.7

Net earnings (loss)

 

$

(130.2)

 

$

17.7

Earnings (loss) per share:

 

 

 

 

 

 

Basic

 

$

(1.25)

 

$

0.14

Diluted

 

$

(1.25)

 

$

0.14

Average shares outstanding:

 

 

 

 

 

 

Basic (in thousands)

 

 

103,783

 

 

128,046

Diluted (in thousands)

 

 

103,783

 

 

128,046

 

See Notes to Consolidated Financial Statements.

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AMC ENTERTAINMENT HOLDINGS, INC.

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

(in millions)

    

March 31, 2019

    

March 31, 2018

Net earnings (loss)

 

$

(130.2)

 

$

17.7

Other comprehensive income (loss)

 

 

 

 

 

 

Unrealized foreign currency translation adjustment

 

 

(25.4)

 

 

11.7

Realized loss on foreign currency transactions reclassified into other expense, net of tax

 

 

0.5

 

 

 —

Pension and other benefit adjustments:

 

 

 

 

 

 

Net gain (loss) arising during the period, net of tax

 

 

0.1

 

 

(1.1)

Equity method investees' cash flow hedge:

 

 

 

 

 

 

Unrealized net holding gain (loss) arising during the period, net of tax

 

 

(0.1)

 

 

0.2

Realized net gain reclassified into equity in earnings of non-consolidated entities, net of tax

 

 

 —

 

 

(0.1)

Other comprehensive income (loss)

 

 

(24.9)

 

 

10.7

Total comprehensive income (loss)

 

$

(155.1)

 

$

28.4

 

See Notes to Consolidated Financial Statements.

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AMC ENTERTAINMENT HOLDINGS, INC.

 

CONSOLIDATED BALANCE SHEETS

 

(Unaudited)

 

 

 

 

 

 

 

 

 

(In millions, except share data)

    

March 31, 2019

    

December 31, 2018

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

184.6

 

$

313.3

 

Restricted cash

 

 

10.6

 

 

10.7

 

Receivables, net

 

 

193.8

 

 

259.5

 

Other current assets

 

 

162.6

 

 

197.8

 

Total current assets

 

 

551.6

 

 

781.3

 

Property, net

 

 

2,600.8

 

 

3,039.6

 

Operating right-of-use assets, net

 

 

4,809.2

 

 

 —

 

Intangible assets, net

 

 

199.0

 

 

352.1

 

Goodwill

 

 

4,787.9

 

 

4,788.7

 

Deferred tax asset, net

 

 

31.0

 

 

28.6

 

Other long-term assets

 

 

493.7

 

 

505.5

 

Total assets

 

$

13,473.2

 

$

9,495.8

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

382.8

 

$

452.6

 

Accrued expenses and other liabilities

 

 

342.4

 

 

378.5

 

Deferred revenues and income

 

 

370.1

 

 

414.8

 

Current maturities of corporate borrowings

 

 

15.2

 

 

15.2

 

Current maturities of finance lease liabilities

 

 

11.6

 

 

 —

 

Current maturities of operating lease liabilities

 

 

570.7

 

 

 —

 

Current maturities of capital and financing lease obligations

 

 

 —

 

 

67.0

 

Total current liabilities

 

 

1,692.8

 

 

1,328.1

 

Corporate borrowings

 

 

4,737.7

 

 

4,707.8

 

Finance lease liabilities

 

 

117.0

 

 

493.2

 

Operating lease liability

 

 

4,826.6

 

 

 —

 

Exhibitor services agreement

 

 

561.6

 

 

564.0

 

Deferred tax liability, net

 

 

45.8

 

 

41.6

 

Other long-term liabilities

 

 

188.2

 

 

963.1

 

Total liabilities

 

 

12,169.7

 

 

8,097.8

 

Commitments and contingencies

 

 

 

 

 

 

 

Class A common stock (temporary equity) ($.01 par value, 0 shares issued; 0 shares outstanding as of March 31, 2019 and 75,712 shares issued; 38,943 shares outstanding as of December 31, 2018)

 

 

 —

 

 

0.4

 

Stockholders’ equity:

 

 

 

 

 

 

 

Class A common stock ($.01 par value, 524,173,073 shares authorized; 55,805,941 shares issued and 52,073,316 outstanding as of March 31, 2019; 55,401,325 shares issued and 51,705,469 outstanding as of December 31, 2018)

 

 

0.5

 

 

0.5

 

Class B common stock ($.01 par value, 75,826,927 shares authorized; 51,769,784 shares issued and outstanding as of March 31, 2019 and  December 31, 2018)

 

 

0.5

 

 

0.5

 

Additional paid-in capital

 

 

2,001.7

 

 

1,998.4

 

Treasury stock (3,732,625 shares as of March 31, 2019 and  December 31, 2018, at cost)

 

 

(56.4)

 

 

(56.4)

 

Accumulated other comprehensive income (loss)

 

 

(19.4)

 

 

5.5

 

Accumulated deficit

 

 

(623.4)

 

 

(550.9)

 

Total stockholders’ equity

 

 

1,303.5

 

 

1,397.6

 

Total liabilities and stockholders’ equity

 

$

13,473.2

 

$

9,495.8

 

See Notes to Consolidated Financial Statements.

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AMC ENTERTAINMENT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31, 2019

 

March 31, 2018

Cash flows from operating activities:

 

(Unaudited)

Net earnings (loss)

 

$

(130.2)

 

$

17.7

Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

113.0

 

 

130.5

Deferred income taxes

 

 

4.1

 

 

1.5

Amortization of net discount (premium) on corporate borrowings

 

 

2.2

 

 

(0.9)

Amortization of deferred charges to interest expense

 

 

4.4

 

 

3.8

Non-cash portion of stock-based compensation

 

 

4.0

 

 

2.8

Gain on dispositions

 

 

(12.9)

 

 

(1.2)

Loss on disposition of NCM

 

 

 —

 

 

1.1

Loss on derivative asset and derivative liability

 

 

28.4

 

 

 —

Equity in earnings from non-consolidated entities, net of distributions

 

 

 —

 

 

11.3

NCM held-for-sale impairment loss

 

 

 —

 

 

16.0

Landlord contributions

 

 

35.2

 

 

42.1

Non-cash rent - purchase accounting

 

 

7.6

 

 

 —

Deferred rent

 

 

(18.1)

 

 

(39.3)

Net periodic benefit cost

 

 

0.1

 

 

0.2

Change in assets and liabilities, excluding acquisitions:

 

 

 

 

 

 

Receivables

 

 

68.3

 

 

114.0

Other assets

 

 

14.5

 

 

(3.3)

Accounts payable

 

 

(76.7)

 

 

(107.1)

Accrued expenses and other liabilities

 

 

(48.0)

 

 

(28.3)

Other, net

 

 

5.5

 

 

4.5

Net cash provided by operating activities

 

 

1.4

 

 

165.4

Cash flows from investing activities:

 

 

 

 

 

 

Capital expenditures

 

 

(114.8)

 

 

(107.3)

Proceeds from disposition of long-term assets

 

 

17.3

 

 

3.8

Investments in non-consolidated entities, net

 

 

(0.1)

 

 

(10.7)

Other, net

 

 

(0.9)

 

 

(0.6)

Net cash used in investing activities

 

 

(98.5)

 

 

(114.8)

Cash flows from financing activities:

 

 

 

 

 

 

Repayments under revolving credit facilities

 

 

(3.8)

 

 

 —

Principal payments under Term Loan

 

 

(3.4)

 

 

(3.5)

Principal payments under capital and financing lease obligations

 

 

(3.8)

 

 

(17.9)

Cash used to pay dividends

 

 

(21.8)

 

 

(25.8)

Taxes paid for restricted unit withholdings

 

 

(1.1)

 

 

(1.7)

Purchase of treasury stock

 

 

 —

 

 

(13.5)

Net cash used in financing activities

 

 

(33.9)

 

 

(62.4)

Effect of exchange rate changes on cash and cash equivalents and restricted cash

 

 

2.2

 

 

6.0

Net increase in cash and cash equivalents and restricted cash

 

 

(128.8)

 

 

(5.8)

Cash and cash equivalents and restricted cash at beginning of period

 

 

324.0

 

 

318.3

Cash and cash equivalents and restricted cash at end of period

 

$

195.2

 

$

312.5

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

Interest (including amounts capitalized of $0.3 million and $0.1 million)

 

$

38.1

 

$

35.7

Income taxes paid, net

 

$

2.5

 

$

4.5

Schedule of non-cash activities:

 

 

 

 

 

 

Investment in NCM (See Note 5—Investments)

 

$

1.4

 

$

(6.3)

Construction payables at period end

 

$

83.8

 

$

75.8

 

See Notes to Consolidated Financial Statements.

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AMC ENTERTAINMENT HOLDINGS, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

March 31, 2019

 

(Unaudited)

 

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, 2019, Wanda owned approximately 49.85% of Holdings’ outstanding common stock and 74.89% of the combined voting power of Holdings’ outstanding common stock and has the power to control Holdings’ affairs and policies, including with respect to the election of directors (and, through the election of directors, the appointment of management), entering into mergers, sales of substantially all of the Company’s assets and other extraordinary transactions.

 

Use of Estimates:  The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

 

Principles of Consolidation:  The accompanying unaudited consolidated financial statements include the accounts of Holdings and all subsidiaries, as discussed above, and should be read in conjunction with the Company’s Annual Report on Form 10–K for the year ended December 31, 2018. The accompanying consolidated balance sheet as of December 31, 2018, which was derived from audited financial statements, and the unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10–Q. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, these interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the Company’s financial position and results of operations. All significant intercompany balances and transactions have been eliminated in consolidation. There are no noncontrolling (minority) interests in the Company’s consolidated subsidiaries; consequently, all of its stockholders’ equity, net earnings and total comprehensive income for the periods presented are attributable to controlling interests. Due to the seasonal nature of the Company’s business, results for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019. The Company manages its business under two reportable segments for its theatrical exhibition operations, U.S. markets and International markets.

 

Accumulated depreciation and amortization:  Accumulated depreciation was $1,543.6 million and $1,697.1 million at March 31, 2019 and December 31, 2018, respectively, related to property. Accumulated amortization of intangible assets was $19.0 million and $72.9 million at March 31, 2019 and December 31, 2018, respectively.

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Other Expense: The following table sets forth the components of other expense:

 

 

 

 

 

 

 

 

 

 

Three Months Ended

(In thousands)

 

March 31, 2019

 

March 31, 2018

Derivative liability fair value adjustment for embedded conversion feature in the Convertible Notes due 2024

 

$

13.3

 

$

 —

Derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement

 

 

15.1

 

 

 —

Loss on GBP forward contract

 

 

0.3

 

 

 —

Foreign currency transactions losses

 

 

0.5

 

 

1.2

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

 

$

29.8

 

$

1.2

 

Accounting Pronouncements Recently Adopted    

 

Leases.The Company adopted the guidance of ASU No. 2016-02, Leases, (“ASC 842”) as of January 1, 2019 using the modified retrospective transition approach with the cumulative effect recognized at the date of initial application. The comparative information in the prior year has not been adjusted and continues to be reported under ASC 840, Leases, which was the accounting standard in effect for that period. ASC 842 requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. See Note 2Leases for the required disclosures of the nature, amount, timing, and uncertainty of cash flows arising from leases.

 

Accounting Pronouncements Issued Not Yet Adopted 

 

Financial Instruments.  In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which provides new guidance regarding the measurement and recognition of credit impairment for certain financial assets. Such guidance will impact how the Company determines its allowance for estimated uncollectible receivables and evaluates its available-for-sale investments for impairment. ASU 2016-13 is effective for the Company in the first quarter of 2020. The Company is currently evaluating the effect that ASU 2016-13 will have on its consolidated financial statements and related disclosures.

 

Fair Value Measurement. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework–Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which eliminates, adds, and modifies certain disclosure requirements for fair value measurements as part of its disclosure framework project. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU 2018-13 is effective for the Company in the first quarter of 2020. Early adoption is permitted. The Company is currently evaluating the effect that ASU 2018-13 will have on its fair value measurement disclosures.

 

Cloud Computing Arrangement. In August 2018, the FASB issued ASU 2018-15, Intangibles–Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). ASU 2018-15 requires a customer in a cloud computing arrangement (i.e., hosting arrangement) that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation, setup, and other upfront costs to capitalize as assets or expense as incurred. ASU 2018-15 is effective for the Company in the first quarter of 2020. Early adoption is permitted. Entities have the option to apply the guidance prospectively to all implementation costs incurred after the date of adoption or retrospectively in accordance with ASC 250-10-45. The Company is currently evaluating the effect that ASU 2018-15 will have on its consolidated financial statements.

 

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NOTE 2—LEASES

 

The Company adopted ASC 842 on January 1, 2019 using the modified retrospective transition method; and therefore, the comparative information has not been adjusted for the three months ended March 31, 2018 or as of December 31, 2018. Upon transition to the new standard, the Company elected the package of practical expedients, which permitted the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs.

 

The Company leases theatres and equipment under operating and finance leases. The majority of the Company’s operations are conducted in premises occupied under lease agreements with initial base terms ranging generally from 12 to 15 years, with certain leases containing options to extend the leases for up to an additional 20 years. The Company typically does not believe that exercise of the renewal options is reasonably assured at the inception of the lease agreements and, therefore, considers the initial base term as the lease term. Lease terms vary but generally the leases provide for fixed and escalating rentals, contingent escalating rentals based on the Consumer Price Index and other indexes not to exceed certain specified amounts and variable rentals based on a percentage of revenues. The Company often receives contributions from landlords for renovations at existing locations. The Company records the amounts received from landlords as an adjustment to the right-of-use asset and amortizes the balance as a reduction to rent expense over the base term of the lease agreement.

 

Operating lease right-of-use assets and lease liabilities were recognized at commencement date based on the present value of minimum lease payments over the remaining lease term. The minimum lease payments include base rent and other fixed payments, including fixed maintenance costs. The Company’s leases have remaining lease terms of approximately 1 year to 25 years, which may include the option to extend the lease when it is reasonably certain the Company will exercise that option. The present value of the lease payments is calculated using the incremental borrowing rate for operating leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. Operating lease expense is recognized on a straight-line basis over the lease term.

 

The Company’s lease agreements do not contain any material residual value guarantees. Additionally, equipment leases (primarily digital projectors and food and beverage equipment), short-term leases and sublease arrangements are immaterial. The Company elected the practical expedient to not separate lease and non-lease components and also elected the short-term practical expedient for all leases that qualify. As a result, the Company will not recognize right-of-use assets or liabilities for short-term leases that qualify for the short-term practical expedient, but instead will recognize the lease payments as lease cost on a straight-line basis over the lease term.

 

As a result of adopting ASC 842, the Company’s consolidated balance sheet includes additional operating ROU assets and total operating lease liabilities of $4,809.2 million and $5,397.3 million, respectively, at March 31, 2019. The difference between the ROU assets and total lease liabilities upon initial measurement at January 1, 2019, was primarily due to the reclassification of (i) deferred rent, landlord allowances, unfavorable lease balances, and theatre closure liabilities previously recorded in other long-term liabilities, (ii) current portions of theatre closure liabilities previously recorded in accrued expenses and other liabilities; (iii) favorable lease balances previously recorded in intangible assets; and, (iv) prepaid rents recorded in other current assets within the consolidated balance sheets as an offset or addition to the opening ROU asset balances, as required by ASC 842.

 

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The following table provides the operating and finance ROU assets and lease liabilities:

 

 

 

 

 

 

 

(In millions)

 

Balance Sheet Classification

 

March 31, 2019

Assets

 

 

 

 

Operating lease right-of-use assets (1)

 

Operating lease right-of-use assets

 

$

4,809.2

Finance lease right-of-use assets (2)

 

Property, net

 

 

97.0

Total leased assets

 

 

 

$

4,906.2

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Current

 

 

 

 

 

Operating lease liabilities (1)

 

Current maturities of corporate borrowings and lease liabilities

 

$

570.7

Finance lease liabilities (2)

 

Current maturities of corporate borrowings and lease liabilities

 

 

11.6

Noncurrent

 

 

 

 

 

Operating lease liabilities (1)

 

Operating lease liabilities

 

 

4,826.6

Finance lease liabilities (2)

 

Finance lease liabilities

 

 

117.0

Total lease liabilities

 

 

 

$

5,525.9


(1)

Included in the operating right-of-use assets and operating lease liabilities are assets and liabilities for leases related to previous build-to-suit failed sale-leaseback transactions, that were derecognized and recorded as a cumulative effect adjustment to accumulated deficit upon adoption of ASC 842. These leases were classified and remeasured at January 1, 2019 as operating right-of-use assets and operating lease liabilities.

 

(2)

Corresponding with the adoption of ASC 842, the Company renamed previously classified capital lease assets and capital lease obligations under ASC 840 as finance right-of-use assets and finance lease liabilities, respectively. The Company recognized the finance right-of-use assets and finance lease liabilities on January 1, 2019 at the carrying amount of the capital lease asset and capital lease obligation as of December 31, 2018.

 

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The cumulative effect adjustment to accumulated deficit at January 1, 2019 is as follows:

 

 

 

 

 

 

 

Accumulated

(In millions)

 

Deficit

Balance as of December 31, 2018

 

$

(550.9)

Derecognition of existing assets for certain sale leaseback transactions previously recorded in property, net

 

 

(405.9)

Derecognition of existing liabilities for certain sale leaseback transactions previously recorded in current maturities of corporate borrowings and capital and financing lease obligations

 

 

427.5

Derecognition of deferred gains from the sale and leaseback transactions previously recorded in other long-term liabilities

 

 

102.4

Difference in fair value compared to the basis of the right-of-use assets for previously impaired asset groups

 

 

(49.0)

Deferred taxes

 

 

3.8

Cumulative effect adjustment to accumulated deficit

 

 

78.8

Balance as of January 1, 2019

 

$

(472.1)

 

The following is the impact of the adoption of ASC 842 on the Company’s consolidated income statement for the three months ended March 31, 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2019

 

 

Without Adoption of

 

U.S. Markets

 

International Markets

 

 

(In millions)

 

ASC 842

 

Adjustments

 

Adjustments

 

As Reported

Operating costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

Rent (1)(2)(4)

 

$

211.6

 

$

17.4

 

$

13.0

 

$

242.0

Depreciation and amortization (2)(3)

 

 

137.0

 

 

(13.4)

 

 

(10.6)

 

 

113.0

Operating costs and expenses

 

 

1,227.7

 

 

4.0

 

 

2.4

 

 

1,234.1

Operating income (loss)

 

 

(27.3)

 

 

(4.0)

 

 

(2.4)

 

 

(33.7)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expense (income)

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

Capital and financing lease obligations (1)

 

 

9.0

 

 

(3.3)

 

 

(3.6)

 

 

2.1

Net earnings (loss)

 

 

(130.7)

 

 

(0.7)

 

 

1.2

 

 

(130.2)


(1)

Cash rent payments for build-to-suit failed sale leasebacks of $11.0 million and $9.9 million for U.S. markets and International markets, respectively, are accounted for as operating leases under ASC 842 that were previously accounted for as financing leases under ASC 840. Corresponding with the adoption of ASC 842, the Company renamed the consolidated statements of operations line item from capital and financing lease obligations to finance lease liabilities.

 

(2)

Non-cash amortization expense for favorable lease terms of $4.6 million and $3.1 million, for U.S. markets and international markets, respectively, reclassified to rent expense and amortized over the shorter base lease term under ASC 842.

 

(3)

Depreciation on build-to-suit failed sale leaseback buildings that are eliminated upon adoption of ASC 842.

 

(4)

Amortization of deferred gains on sale leaseback transactions of $1.8 million for U.S. markets is eliminated upon adoption of ASC 842.

 

 

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The following table reflects the lease costs for the three months ended March 31, 2019:

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

(In millions)

 

Consolidated Statement of Operations

 

March 31, 2019

Operating lease cost

 

 

 

 

Theatre properties

 

Rent

 

$

218.9

Theatre properties

 

Operating expense

 

 

1.7

Equipment

 

Operating expense

 

 

3.5

Office and other

 

General and administrative: other

 

 

1.3

Finance lease cost

 

 

 

 

 

Amortization of finance lease assets

 

Depreciation and amortization

 

 

2.7

Interest on lease liabilities

 

Finance lease liabilities

 

 

2.1

Variable lease cost

 

 

 

 

 

Theatre properties

 

Rent

 

 

23.0

Equipment

 

Operating expense

 

 

10.7

Total lease cost

 

 

 

$

263.9

 

The following table represents the weighted-average remaining lease term and discount rate as of March 31, 2019:

 

 

 

 

 

 

 

 

 

 

As of March 31, 2019

 

 

Weighted Average

 

Weighted Average

 

 

Remaining

 

Discount

Lease Term and Discount Rate

 

Lease Term (years)

 

Rate

Operating leases

 

 

10.1

 

 

7.3%

Finance leases

 

 

12.9

 

 

6.6%

 

Cash flow and supplemental information is presented below:

 

 

 

 

 

 

 

Three Months

 

 

Ended

(In millions)

 

March 31, 2019

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

Operating cash flows used in finance leases

 

$

(2.1)

Operating cash flows used in operating leases

 

 

(236.0)

Financing cash flows used in finance leases

 

 

(3.8)

 

 

 

 

Landlord contributions included in the measurement of ROU assets:

 

 

 

Operating cashflows provided by operating leases

 

 

35.2

Supplemental disclosure of noncash leasing activities:

 

 

 

Right-of-use assets obtained in exchange for new operating lease liabilities (1)

 

 

21.0


(1)

Includes lease extensions and an option exercise.

 

Minimum annual payments required under existing operating and finance lease liabilities, (net present value thereof) that have initial or remaining non-cancelable terms in excess of one year as of March 31, 2019 are as follows:

 

 

 

 

 

 

 

 

 

 

Operating Lease

 

Financing Lease

(In millions)

 

Payments (1)(2)

 

Payments

Nine months ended December 31, 2019

 

$

685.2

 

$

14.8

2020

 

 

920.3

 

 

19.6

2021

 

 

869.7

 

 

18.6

2022

 

 

805.7

 

 

18.0

2023

 

 

711.8

 

 

14.7

2024

 

 

637.7

 

 

13.6

Thereafter

 

 

3,421.3

 

 

92.6

Total lease payments

 

 

8,051.7

 

 

191.9

Less imputed interest

 

 

(2,301.7)

 

 

(63.3)

Total

 

$

5,750.0

 

$

128.6


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Table of Contents

(1)

Included in this column upon adoption of ASC 842 are liabilities for leases that were previously classified as build-to-suit failed sale-leaseback transactions that were included in the capital and finance lease obligations columns in the prior year.

 

(2)

Included in this column upon adoption of ASC 842 are fixed executory costs that were previously excluded as part of the minimum lease payments. Fixed executory costs, which primarily consist of common area maintenance, insurance and taxes that meet the classification of fixed payments are included as part of the minimum lease payments.

 

As of March 31, 2019, the Company had signed additional operating lease agreements for 17 theatres that have not yet commenced, which are expected to commence during 2019 and 2020, 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.

 

Minimum annual payments required under operating lease liabilities and capital and failed sale-leaseback, finance lease obligations, (net present value thereof) that have initial or remaining non-cancelable terms in excess of one year as of December 31, 2018 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital and Finance Lease Obligations

 

 

Minimum Operating

 

Minimum Lease

 

 

 

 

 

 

(In millions)

 

Lease Payments

 

Payments

 

Less Interest

 

Principal

2019

 

$

810.2

 

$

100.7

 

$

33.7

 

$

67.0

2020

 

 

801.9

 

 

96.6

 

 

29.4

 

 

67.2

2021

 

 

748.9

 

 

87.8

 

 

25.2

 

 

62.6

2022

 

 

687.5

 

 

82.7

 

 

21.1

 

 

61.6

2023

 

 

597.1

 

 

70.4

 

 

17.3

 

 

53.1

Thereafter

 

 

3,367.6

 

 

331.5

 

 

82.7

 

 

248.8

Total minimum payments required

 

$

7,013.2

 

$

769.7

 

$

209.4

 

$

560.3

 

During the three months ended March 31, 2018, the Company modified the terms of an existing operating lease to reduce the lease term. The Company received a $35.0 million incentive from the landlord to enter into the new lease agreement. The Company has recorded amortization of the lease incentive as a reduction to rent expense on a straight-line basis over the remaining lease term which reduced rent expense by $24.2 million during the three months ended March 31, 2018. 

 

 

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NOTE 3—REVENUE RECOGNITION

 

Disaggregation of RevenueRevenue is disaggregated in the following tables by major revenue types and by timing of revenue recognition:

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Three Months Ended

(In millions)

 

March 31, 2019

 

March 31, 2018

Major revenue types

 

 

 

 

Admissions

 

$

731.5

 

$

875.0

Food and beverage

 

 

368.8

 

 

405.8

Other theatre:

 

 

 

 

 

 

Advertising

 

 

34.5

 

 

37.6

Other theatre

 

 

65.6

 

 

65.2

Other theatre

 

 

100.1

 

 

102.8

        Total revenues

 

$

1,200.4

 

$

1,383.6

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Three Months Ended

(In millions)

 

March 31, 2019

 

March 31, 2018

Timing of revenue recognition

 

 

 

 

Products and services transferred at a point in time

 

$

1,110.0

 

$

1,333.2

Products and services transferred over time (1)

 

 

90.4

 

 

50.4

        Total revenues

 

$

1,200.4

 

$

1,383.6


(1)

Amounts primarily include subscription and advertising revenues.

 

 

The following tables provide the balances of receivables and deferred revenue income: 

 

 

 

 

 

 

 

 

(In millions)

 

March 31, 2019

 

December 31, 2018

Current assets:

 

 

 

 

 

 

Receivables related to contracts with customers

 

$

99.6

 

$

183.2

Miscellaneous receivables

 

 

94.2

 

 

76.3

        Receivables, net

 

$

193.8

 

$

259.5

 

 

 

 

 

 

 

 

(In millions)

 

March 31, 2019

 

December 31, 2018

Current liabilities:

 

 

 

 

 

 

Deferred revenue related to contracts with customers

 

$

366.8

 

$

412.8

Miscellaneous deferred income

 

 

3.3

 

 

2.0

        Deferred revenue and income

 

$

370.1

 

$

414.8

 

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The significant changes in contract liabilities with customers included in deferred revenues and income are as follows:

 

 

 

 

 

 

 

Deferred Revenues

 

 

Related to Contracts

(In millions)

 

with Customers

Balance as of December 31, 2018

 

$

412.8

Cash received in advance (1)

 

 

101.6

Customer loyalty rewards accumulated, net of expirations:

 

 

 

Admission revenues (2)

 

 

7.7

Food and beverage (2)

 

 

16.6

Other theatre (2)

 

 

3.4

Reclassification to revenue as the result of performance obligations satisfied:

 

 

 

Admission revenues (3)

 

 

(121.6)

Food and beverage (3)

 

 

(22.6)

Other theatre (4)

 

 

(28.9)

Disposition of Austria theatres

 

 

(1.2)

Foreign currency translation adjustment

 

 

(1.0)

Balance as of March 31, 2019

 

$

366.8


(1)

Includes movie tickets, food and beverage, gift cards, exchange tickets, and AMC Stubs® loyalty membership fees.

 

(2)

Amount of rewards accumulated, net of expirations, that are attributed to AMC Stubs® and other loyalty programs.

 

(3)

Amount of rewards redeemed that are attributed to gift cards, exchange tickets, movie tickets, AMC Stubs® loyalty programs and other loyalty programs.

 

(4)

Amounts relate to income from non-redeemed or partially redeemed gift cards, non-redeemed exchange tickets, AMC Stubs® loyalty membership fees and other loyalty programs.

 

The significant changes to contract liabilities included in the exhibitor services agreement, classified as long-term liabilities in the consolidated balance sheets, are as follows:

 

 

 

 

 

 

 

Exhibitor Services

(In millions)

 

Agreement

Balance as of December 31, 2018

$

564.0

Common Unit Adjustment–additions of common units (1)

 

 

1.4

Reclassification of the beginning balance to other theatre revenue, as the result of performance obligations satisfied

 

 

(3.8)

Balance as of March 31, 2019

$

561.6


(1)

Represents the fair value amount of the National CineMedia, LLC (“NCM”) common units that were received under the annual Common Unit Adjustment (“CUA”). Such amount will increase the deferred revenues that are being amortized to other theatre revenues over the remainder of the 30-year term of the Exhibitor Service Agreement (“ESA”) ending in February 2037. See Note 5—Investments for further information.

 

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Transaction Price Allocated to the Remaining Performance Obligations:  The following table includes the amount of NCM ESA, included in deferred revenues and income in the Company’s consolidated balance sheets, that is expected to be recognized as revenues in the future related to performance obligations that are unsatisfied as of March 31, 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In millions)

 

Nine Months Ended
December 31, 2019

 

Year Ended
2020

 

Year Ended
2021

 

Year Ended
2022

 

Year Ended
2023

 

Year Ended
2024

 

Years Ended
2025
through
February 2037

Exhibitor services agreement

 

$     

11.9

 

$

16.9

 

$

18.1

 

$

19.5

 

$

20.9

 

$

22.5

 

$

451.8

 

The total amount of non-redeemed gifts cards and exchange tickets included in deferred revenues and income as of March 31, 2019 was $286.2 million. This will be recognized as revenues as the gift cards and exchange tickets are redeemed or as the non-redeemed gift card and exchange ticket revenues are recognized in proportion to the pattern of actual redemptions, which is estimated to occur over the next 24 months.

 

As of March 31, 2019, the amount of deferred revenue allocated to the AMC Stubs® loyalty programs included in deferred revenues and income was $54.7 million. The earned points will be recognized as revenue as the points are redeemed, which is estimated to occur over the next 24 months. The annual membership fee is recognized ratably over the one-year membership period.

 

The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

 

 

NOTE 4—GOODWILL

 

The following table summarizes the changes in goodwill by reportable operating segment for the three months ended March 31, 2019:

 

 

 

 

 

 

 

 

 

 

 

(In millions)

    

U.S. Markets

 

International Markets

 

Total

Balance as of December 31, 2018

 

$

3,072.6

 

$

1,716.1

 

$

4,788.7

Currency translation adjustment

 

 

 —

 

 

(0.8)

 

 

(0.8)

Balance as of March 31, 2019

 

$

3,072.6

 

$

1,715.3

 

$

4,787.9

 

 

 

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 Consolidated Balance Sheets in other long-term assets. Investments in non-consolidated affiliates as of March 31, 2019 include interests in Digital Cinema Implementation Partners, LLC (“DCIP”) of 29.0%, Digital Cinema Distribution Coalition, LLC (“DCDC”) of 14.6%, AC JV, LLC (“AC JV”) owner of Fathom Events, of 32.0%, SV Holdco LLC, owner of Screenvision, 18.4%, and Digital Cinema Media (“DCM”) of 50.0%. The Company also has partnership interests in four U.S. motion picture theatres (“Theatre Partnerships”) and approximately 50.0% interest in 58 theatres in Europe (Nordic theatre JVs) acquired in the Odeon and Nordic acquisitions. Indebtedness held by equity method investees is non-recourse to the Company.

 

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Equity in Earnings (Loss) 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, 2019

    

March 31, 2018

Revenues

 

$

37.7

 

$

121.2

Operating costs and expenses

 

 

19.2

 

 

102.7

Net earnings

 

$

18.5

 

$

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, 2019

    

March 31, 2018

NCM and NCM, Inc.

 

$

 —

 

$

(17.5)

Digital Cinema Implementation Partners, LLC

 

 

5.6

 

 

6.6

Other

 

 

0.9

 

 

1.9

The Company’s recorded equity in earnings (loss)

 

$

6.5

 

$

(9.0)

 

NCM Transaction.  In March 2019, the NCM CUA resulted in a positive adjustment of 197,118 common units for the Company. The Company received the units and recorded the common units as an addition to deferred revenues for the ESA at fair value of $1.4 million, based upon a price per share of National CineMedia, Inc. (“NCM, Inc.”)of $7.24 on March 14, 2019.  The Company does not have significant influence over this entity and the investment is recorded at fair value each period.

 

Digital Cinema Media.  The Company acquired its equity investment in Digital Cinema Media Ltd (“DCM”) on November 30, 2016 in connection with the acquisition of Odeon. The Company receives advertising services from DCM for its Odeon theatres in International markets through a joint venture in which it has a 50.0% ownership interest.

 

The Company recorded the following related party transactions with DCM:

 

 

 

 

 

 

 

 

 

 

As of

    

As of

(In millions)

    

March 31, 2019

    

December 31, 2018

Due from DCM for on-screen advertising revenue

 

$

1.8

 

$

2.8

Loan receivable from DCM

 

 

0.7

 

 

0.6