NOTE 1\u2014THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES
AMC Entertainment Holdings, Inc. (\u201cHoldings\u201d), through its direct and indirect subsidiaries, including American Multi-Cinema, Inc. and its subsidiaries, (collectively with Holdings, unless the context otherwise requires, the \u201cCompany\u201d or \u201cAMC\u201d), is principally involved in the theatrical exhibition business and owns, operates or has interests in theatres located in the United States and Europe.
As of December\u00a031, 2020, Dalian Wanda Group Co., Ltd. (\u201cWanda\u201d), a Chinese private conglomerate, owned approximately 23.08% of Holdings\u2019 outstanding common stock and 47.37% of the combined voting power of Holdings\u2019 outstanding common stock and had significant influence over Holdings\u2019 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\u2019s assets and other extraordinary transactions. On February 1, 2021, Wanda exercised their right to convert all outstanding Class B common stock to Class A common stock resulting in ownership in Holdings\u2019 outstanding common stock and voting power of Holdings\u2019 outstanding common stock of approximately 9.8% as of March 3, 2021.
Temporarily Suspended Operations. As of 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\u2019s guests and theatre staff. The Company resumed limited operations in the International markets in early June 2020 and limited operations in the U.S. markets in late August 2020. A COVID-19 resurgence during the fourth quarter of 2020 resulted in additional local, state, and federal government restrictions and many previously reopened theatres in International markets temporarily suspended operations again. The North American and International industry box offices have also have been significantly impacted by COVID-19, and in response to the suspension of theatre operations by the Company and other theatre exhibitors and the COVID-19 related suspension of new movie production, studios have postponed new film releases beyond 2020 or moved them to the home video market. As a result of these temporarily suspended operations and limited new film content, the Company\u2019s revenues and expenses for the year ended December 31, 2020 are significantly lower than the revenues and expenses for the year ended December 31, 2019.
Liquidity. In response to the COVID-19 pandemic, the Company has taken and continues to take significant steps to preserve cash by eliminating non-essential costs, including reductions to the Company\u2019s variable and elements of its fixed cost structure, including, but not limited to:
| \u25cf | Suspended non-essential operating expenditures, including marketing & promotional and travel and entertainment expenses; and where possible, utilities and reduced essential operating expenditures to minimum levels necessary while theatres are closed; |
| \u25cf | Terminated or deferred all non-essential capital expenditures to minimum levels necessary while theatres are operating for limited hours or closed; |
| \u25cf | Implemented measures to reduce corporate-level employment costs while closed, including full or partial furloughs of all corporate-level Company employees for a period of time, 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. With the resumption of operations, the Company eliminated the full and partial furloughs; |
| \u25cf | All domestic theatre-level crew members were fully furloughed and theatre-level managements\u2019 hours were reduced to the minimum levels necessary to begin resumption of operations when permitted. Similar efforts to reduce theatre-level and corporate employment costs were undertaken internationally consistent with applicable laws across the jurisdictions in which the Company operates. As the Company resumed limited operations, employment costs increased; |
| \u25cf | Working with the Company\u2019s landlords, vendors, and other business partners to manage, defer, and/or abate the |
| related rent expenses and operating expenses; |
| \u25cf | Introduced an active cash management process, which, among other things, requires senior management approval of all outgoing payments; |
| \u25cf | Since April 24, 2020, the Company has been prohibited from making dividend payments in accordance with the covenant suspension conditions in its Senior Secured Credit Facility Agreement. The Company had also previously elected to decrease the dividend paid in the first quarter of 2020 by $0.17 per share when compared to the first quarter of 2019. The cash savings as a result of the prior decrease and current prohibition on making dividend payments was $77.6 million during the year ended December 31, 2020 in comparison to the year ended December 31, 2019; and |
| \u25cf | The Company is prohibited from making purchases under its stock repurchase program in accordance with the covenant suspension conditions in its Senior Secured Credit Facility Agreement. |
The Company intends to seek any available potential benefits, including loans, investments or guarantees, under future government programs for which the Company qualifies domestically and internationally. The Company has taken advantage of many forms of governmental assistance internationally including but not limited to revenue and fixed cost reimbursements, payroll subsidies, rent support programs, direct grants, and property tax holidays. The Company cannot predict the manner in which such benefits will be allocated or administered, and the Company cannot assure it will be able to access such benefits in a timely manner or at all.
In addition to preserving cash, the Company enhanced liquidity through debt issuance, debt exchanges and equity sales as follows. See Note 8\u2014Corporate Borrowings and Finance Lease Obligations, Note 9\u2014Stockholders\u2019 Equity, and Note 17\u2014Subsequent Events for further information.
| \u25cf | The April 2020 issuance of $500 million of 10.5% first lien notes due 2025 (the \u201cFirst Lien Notes due 2025\u201d). |
| \u25cf | The July 2020 completion of a debt exchange offer in which the Company issued approximately $1.46 billion aggregate principal amount of 10%/12% Cash /PIK Toggle Second Lien Subordinated Secured Notes due 2026 (the \u201cSecond Lien Notes due 2026\u201d) in exchange for approximately $2.02 billion principal amount of the Company\u2019s senior subordinated notes, reducing the principal amounts of the Company\u2019s debt by approximately $555 million and extending maturities on approximately $1.7 billion of debt to 2026, most of which was maturing in 2024 and 2025 previously. Interest on the Second Lien Notes due 2026 for the first three six-month interest periods after the issue date is expected to be paid all or in part on an in-kind basis pursuant to the terms of the 10%/12% Cash/PIK Toggle Second Lien Subordinated Secured Notes due 2026. |
| \u25cf | The July 2020 issuance of the 10.5% first lien secured notes due 2026 (the \u201cFirst Lien Notes due 2026\u201d) in which the Company received proceeds of $270.0 million, net of discounts and deferred charges. |
| \u25cf | The launch of several \u201cat-the-market\u201d equity offerings to raise capital through the sale of the Company\u2019s Class A common stock. During the year ended December 31, 2020, the Company sold 91.0 million shares, generating $272.8 million in gross proceeds and paid fees to sales agents of $6.8 million. In January 2021, the Company sold approximately 187.0 million shares, generating $596.9 million in gross proceeds and paid fees to sales agents of $14.9 million. |
| \u25cf | The December 2020 issuance of 21,978,022 shares of Class A common stock to Mudrick Capital Management, LP (\u201cMudrick\u201d) in exchange for $104.5 million aggregate principal amount of the Second Lien Notes due 2026 and a commitment from Mudrick to purchase $100 million aggregate principal amount of 15%/17%/Cash/PIK Toggle First Lien Secured Notes due 2026 (\u201cFirst Lien Toggle Notes due 2026\u201d) which the Company issued to Mudrick in January 2021 for cash. |
| \u25cf | The January 2021 conversion by holders of all $600 million of the Company\u2019s 2.95% Convertible Senior Secured Notes due 2026 into shares of the Company\u2019s Class A common stock at a conversion price of $13.51 which resulted in the issuance of 44,422,860 shares of its Class A Common Stock and reduced annual cash interest expense by $17.7 million. |
| \u25cf | The February 2021 entry into a new \u00a3140.0 million and \u20ac296.0 million term loan facility agreement (the \u201cOdeon Term Loan Facility\u201d) by Odeon Cinemas Group Limited (\u201cOdeon\u201d). Approximately \u00a389.7 million and \u20ac12.8 million of the net proceeds from the Odeon Term Loan Facility was used to repay in full Odeon\u2019s obligations (including principal, interest, fees and cash collateralized letters of credit) under its existing revolving credit facility and the remaining net proceeds will be used for general corporate purposes. |
If attendance levels increase consistent with our assumptions described below, it currently estimates that its existing cash and cash equivalents, net proceeds from the completed issuances of debt and common stock in January 2021 and borrowings under the Odeon Term Loan Facility in February 2021 will be sufficient to comply with minimum liquidity requirements under our debt covenants, fund operations, and satisfy obligations including cash outflows for increased rent and planned capital expenditures currently and through at least March 31, 2022.\u00a0This requires that the Company achieves significant increases in attendance levels beginning in the third quarter of 2021 and ultimately reaching 90% of pre COVID-19 attendance levels by the fourth quarter of 2021 and through the first quarter of 2022, as the vaccine rollout continues and more Hollywood product is released in its theatres. The Company entered into the Ninth Amendment (as defined below) to the Credit Agreement (as defined below) pursuant to which the requisite revolving lenders party thereto agreed to extend the suspension period for the financial covenant applicable to the Revolving Credit Facility (as defined below) from March 31, 2021 to March 31, 2022, as described, and on the terms and conditions specified, therein.\u00a0As a result, the Company will be subject to the financial covenant beginning with the quarter ending June 30, 2022. The Company is subject to minimum liquidity requirements of approximately $145 million of which $100 million is required under the conditions for the Extended Covenant Suspension Period under the Senior Secured Revolving Credit Facility during the Extended Covenant Suspension Period, as amended, and \u00a332.5 million (approximately $45 million) required under the Odeon Term Loan Facility. The Company\u2019s 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 cash from operations.
The Company continues to explore potential sources of additional liquidity, which is essential to its long-term viability, including:
| \u25cf | Additional equity financing. The Company may continue to pursue equity issuances that include its remaining authorized shares. The amount of liquidity the Company might generate will primarily depend on the market price of its Class A common stock, trading volumes, which impact the number of shares the Company is able to sell, and the available periods during which sales may be made. Because the Company\u2019s market price and trading volumes are volatile, there is no guarantee as to the amounts of liquidity it might generate or that its prior experience accurately predicts the results the Company will achieve. |
| \u25cf | Landlord Negotiations. Commencing in 2021, the Company\u2019s cash expenditures for rent are scheduled to increase significantly as a result of rent obligations that had been deferred to 2021 and future years that were approximately $450.0 million as of December 31, 2020. In light of the Company\u2019s liquidity challenges, and in order to establish its long-term viability, the Company believes it must continue to reach accommodations with its landlords to abate or defer a substantial portion of the Company\u2019s rent obligations, in addition to generating sufficient amounts of liquidity through equity issuances and the other potential financing arrangements discussed below. Accordingly, the Company has entered into additional landlord negotiations to seek material reductions, abatements and deferrals in its rent obligations. In connection with these negotiations, the Company has ceased to make rent payments under a portion of its leases and has received notices of default, the result of which may permit landlords to threaten or seek a variety of remedies. The Company continues to renegotiate leases with landlords to attain additional concessions and address any instances of default. To the extent the Company achieves substantial deferrals but not abatements, its cash requirements will increase substantially in the future. |
| \u25cf | Other Creditor Discussions. While the liquidity the Company has raised has substantially extended its liquidity runway, the new debt the Company has issued or that has been committed, together with the higher interest rate payments that will be required in the future but have largely been deferred, will substantially increase its leverage and future cash requirements. These future cash requirements, like the Company\u2019s deferred rent obligations, will present a challenge to its long-term viability if its operating income does not return to pre-COVID levels. Even then, the Company believes it will need to engage in discussions with its creditors to substantially reduce its leverage. The Company expects to continue to explore alternatives that include new-money financing, potentially in connection with converting debt to equity, which would help manage its leverage but would be dilutive to holders of its common stock. The Company expects it will continue to receive from and discuss proposals with all classes of creditors. These discussions may not result in any agreement on commercially acceptable terms. |
| \u25cf | Covenant Suspension. The Company entered into the Ninth Amendment to the Credit Agreement, pursuant to which the requisite revolving lenders party thereto agreed to extend the suspension period for the financial |
| covenant applicable to the Revolving Credit Facility from March 31, 2021 to March 31, 2022, as described, and on the terms and conditions specified, therein. See Note 17\u2014Subsequent Events for further information. |
| \u25cf | Joint-venture or other arrangements with existing business partners and minority investments in the Company\u2019s capital stock. The Company continues to explore other potential arrangements, including equity investments, to generate additional liquidity. |
It is very difficult to estimate the Company\u2019s liquidity requirements, future cash burn rates and future attendance levels. Depending on the Company\u2019s assumptions regarding the timing and ability to achieve more normalized levels of operating revenue, the estimates of amounts of required liquidity vary significantly. Similarly, it is very difficult to predict when theatre attendance levels will normalize, which the Company expects will depend on the widespread availability and use of effective vaccines for the coronavirus. However, the Company\u2019s current cash burn rates are not sustainable. Further, the Company cannot predict what future changes may occur to the supply or release date of movie titles available for theatrical exhibition once moviegoers are prepared to return in large numbers. Nor can the Company know with certainty the impact of Warner Bros.\u2019s announcement that it is releasing its entire 2021 slate of movies on HBO Max at the same time as the movies debut in theatres or any similar announcements regarding the release of movie titles concurrently to the home video or streaming markets, as those arrangements will be subject to negotiations that have not yet taken place. There can be no assurance that the attendance level and other assumptions used to estimate the Company\u2019s liquidity requirements and future cash burn will be correct, and its ability to be predictive is uncertain due to the unknown magnitude and duration of the COVID-19 pandemic. Further, there can be no assurances that the Company will be successful in generating the additional liquidity necessary to meet its obligations beyond twelve months from the issuance of these financial statements on terms acceptable to the Company or at all. If the Company is unable to maintain or renegotiate its minimum liquidity covenant requirements, it could have a significant adverse effect on the Company\u2019s business, financial condition and operating results.
The Company also realized significant cancellation of debt income (\u201cCODI\u201d) in connection with its debt restructuring. As a result of such CODI, the Company estimates a significant portion of its net operating losses and tax credits will be eliminated as a result of tax attribute reductions. Any loss of tax attributes as a result of such CODI may adversely affect the Company\u2019s cash flows and therefore its ability to service its indebtedness.
Use of Estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Principles of Consolidation. The consolidated financial statements include the accounts of Holdings and all subsidiaries, as discussed above. All significant intercompany balances and transactions have been eliminated in consolidation. Majority-owned subsidiaries that the Company has control of are consolidated in the Company\u2019s consolidated subsidiaries; consequently, a portion of its stockholders\u2019 equity, net earnings (loss) and total comprehensive income (loss) for the periods presented are attributable to noncontrolling interests. The Company manages its business under two reportable segments for its theatrical exhibition operations, U.S. markets and International markets.
Noncontrolling Interests. Majority-owned subsidiaries that the Company has control of are consolidated in the Company\u2019s consolidated subsidiaries; consequently, a portion of its stockholders\u2019 equity, net earnings (loss) and total comprehensive income (loss) for the periods presented are attributable to noncontrolling interests. On August 28, 2020, the Company entered into an agreement to sell its equity interest in Forum Cinemas OU, which consists of nine theatres located in the Baltics\u2019 region (Latvia, Lithuania and Estonia) and is included in the Company\u2019s International markets reportable segment, for total consideration of approximately \u20ac77.25 million, including cash of approximately \u20ac64.35 million or $76.6 million prior to any transaction costs. This transaction was undertaken by the Company to further increase its liquidity and strengthen its balance sheet at a transaction multiple that demonstrates that market participants ascribe positive value to the business. The completion of the sale will take place in several steps and is contingent upon clearance from each regulatory competition council in each country. The Company received $37.5 million (\u20ac31.53 million) cash consideration upon entering into the sale agreement on August 28, 2020, transferred an equity interest of 49% in Forum Cinemas OU to the purchaser and recorded an initial noncontrolling interest of $34.9 million in total equity (deficit). Transaction costs of $1.4 million and net gain of $1.2 million related to the sale of 49% equity interest of Lithuania and Estonia and the 100% disposal of Latvia were recorded in additional paid-in capital during the year ended December 31, 2020 and will be recognized in earnings when the remaining 51% interests in Lithuania and Estonia are
disposed. At December 31, 2020, the carrying amounts of the major classes of assets and liabilities included as part of the disposal group that were previously included in the International markets reportable segment were; goodwill of $41.8 million, property, net, of $13.0 million, operating lease right-of-use assets, net of $15.7 million, and current and long-term operating lease liabilities of $2.4 million and $13.7 million, respectively. The remaining cash consideration is payable upon completion of the sale of the remaining 51% equity interest in Lithuania and Estonia, which is expected to occur in two separate transactions by country following competition council clearance in each country. At December 31, 2020, the Company\u2019s noncontrolling interest of 49% in Lithuania and Estonia was $26.9 million. The Company estimates the sale of Forum Cinemas will be completed in 2021.
Revenues. The Company recognizes revenue, net of sales tax, when it satisfies a performance obligation by transferring control over a product or service to a customer. Admissions and food and beverage revenues are recorded at a point in time when a film is exhibited to a customer and when a customer takes possession of food and beverage offerings. The Company defers 100% of the revenue associated with the sales of gift cards and exchange tickets until such time as the items are redeemed or estimated income from non-redemption is recorded.
The Company recognizes income from non-redeemed or partially redeemed gift cards in proportion to the pattern of rights exercised by the customer (\u201cproportional method\u201d) where it applies an estimated non-redemption rate for its gift card sales channels, which range from 13% to 18.5% of the current month sales of gift cards, and the Company recognizes in other theatre revenues the total amount of expected income for non-redemption for that current month\u2019s sales as income over the next 24 months in proportion to the pattern of actual redemptions. The Company has determined its non-redeemed rates and redemption patterns using data accumulated over ten years.
Upon adoption of ASC\u00a0606 on January\u00a01, 2018, the Company recognizes ticket fee revenues based on a gross transaction price. The Company believes it is a principal (as opposed to agent) in the arrangement with third-party internet ticketing companies in regard to the sale of online tickets because the Company controls the online tickets before they are transferred to the customer. The online ticket fee revenues and the third-party commission or service fees are recorded in the line items other theatre revenues and operating expense, respectively, in the consolidated statements of operations.
Film Exhibition Costs. Film exhibition costs are accrued based on the applicable box office receipts and estimates of the final settlement to the film licensors. Film exhibition costs include certain advertising costs. As of December\u00a031, 2020 and December\u00a031, 2019, the Company recorded film payables of $16.4\u00a0million and $166.5\u00a0million, respectively, which are included in accounts payable in the accompanying consolidated balance sheets.
Food and Beverage Costs. The Company records rebate payments from vendors as a reduction of food and beverage costs when earned.
Exhibitor Services Agreement. The Company recognizes advertising revenues, which are included in other theatre revenues in the consolidated statements of operations, when it satisfies a performance obligation by transferring a promised good or service to the customers. The advertising contracts with customers generally consist of a series of distinct periods of service, satisfied over time, to provide rights to advertising services. The Company\u2019s Exhibitor Services Agreement (\u201cESA\u201d) with NCM includes a significant financing component due to the significant length of time between receiving the non-cash consideration and fulfilling the performance obligation. The Company receives the non-cash consideration in the form of common membership units from NCM, in exchange for rights to exclusive access to the Company\u2019s theatre screens and attendees through February\u00a02037. Upon adoption of ASC\u00a0606, Revenue from Contracts with Customers (\u201cASC 606\u201d) on January 1, 2018, the Company\u2019s advertising revenues have significantly increased with a similar offsetting increase in non-cash interest expense, which is recorded to non-cash NCM exhibitor service agreement in the consolidated statements of operations. Upon adoption of ASC\u00a0606 and pursuant to the calculation requirements for the time value of money, the amortization method reflects the front-end loading of the significant financing component where more interest expense is recognized earlier during the term of the agreement than the back-end recognition of the deferred revenue amortization where more revenue is recognized later in the term of the agreement. See Note\u00a06\u2014Investments for further information regarding the common unit adjustment and the fair value measurement of the non-cash consideration. The interest expense was calculated using discount rates that ranged from 6.5% to 18.25%, which are the rates at which the Company believes it could borrow in separate financing transactions.
Customer Engagement Programs. AMC Stubs\u00ae is a customer loyalty program in the U.S. markets which allows members to earn rewards, receive discounts and participate in exclusive members-only offerings and services. It features both a traditional paid tier called AMC Stubs PremiereTM, with a $15.00 annual membership fee, and a non-paid
tier called AMC Stubs\u00ae InsiderTM. Both programs reward loyal guests for their patronage of AMC Theatres. Rewards earned are redeemable on future purchases at AMC locations.
The portion of the admissions and food and beverage revenues attributed to the rewards is deferred as a reduction of admissions and food and beverage revenues and is allocated between admissions and food and beverage revenues based on expected member redemptions. Upon redemption, deferred rewards are recognized as revenues along with associated cost of goods. The Company estimates point breakage in assigning value to the points at the time of sale based on historical trends. The program\u2019s annual membership fee is allocated to the material rights for discounted or free products and services and is initially deferred, net of estimated refunds, and recognized as the rights are redeemed based on estimated utilization, over the one-year membership period in admissions, food and beverage, and other revenues. A portion of the revenues related to a material right are deferred as a virtual rewards performance obligation using the relative standalone selling price method and are recognized as the rights are redeemed or expire.
AMC Stubs\u00ae A-List is the Company\u2019s monthly subscription-based tier of the AMC Stubs\u00ae loyalty program. This program offers guests admission to movies at AMC up to three times per week including multiple movies per day and repeat visits to already seen movies for $19.95 and $23.95 per month depending upon geographic market. Revenue is recognized ratably over the enrollment period.
Advertising Costs. The Company expenses advertising costs as incurred and does not have any direct-response advertising recorded as assets. Advertising costs were $10.7 million, $42.6 million, and $45.4 million for the years ended December\u00a031, 2020, December\u00a031, 2019, and December\u00a031, 2018, respectively, and are recorded in operating expense in the accompanying consolidated statements of operations.
Cash and Equivalents. All highly liquid debt instruments and investments purchased with an original maturity of three months or less are classified as cash equivalents.
Derivative Asset and Liability. The Company remeasured the derivative asset related to its contingent call option to acquire shares of its Class B common stock at no additional cost and the derivative liability related to the conversion feature in its Senior Unsecured Convertible Notes due 2024 at fair value each reporting period until the conversion price reset on September 14, 2020, with changes in fair value recorded in the consolidated statement of operations in other expense (income). The Company has obtained independent third-party valuation studies to assist in determining fair value. The Company\u2019s valuation studies use a Monte Carlo simulation approach and are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy. The Company\u2019s common stock price at the end of each reporting period as well as the remaining amount of time until expiration for the contingent call option and conversion feature are key inputs for the estimation of fair value that are expected to change each reporting period. The Company recorded other expense (income) related to derivative asset fair value adjustments of $19.6 million, $17.7 million and $(45.0) million, during the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively, and other expense (income) related to derivative liability fair value adjustments of $89.4 million, $(23.5) million, and $(66.4) million, during the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively. See Note\u00a08\u2014Corporate Borrowings and Finance Lease Obligations and Note\u00a09\u2014Stockholders\u2019 Equity for further discussions.
Intangible Assets. Intangible assets were recorded at fair value for intangible assets resulting from the acquisition of Holdings by Wanda on August\u00a030, 2012 and other theatre acquisitions. Intangible assets are comprised of amounts assigned to management contracts, a contract with an equity method investee, and a non-compete agreement, each of which are being amortized on a straight-line basis over the estimated remaining useful lives of the assets. The Company evaluates definite-lived intangible assets whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be fully recoverable. Trademark and trade names are considered either definite or indefinite-lived intangible assets. Indefinite-lived intangible assets are not amortized but rather evaluated for impairment annually or more frequently as specific events or circumstances dictate.
The Company first assesses the qualitative factors to determine whether the existence of events and circumstances indicate that it is more likely than not the fair value of an indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test. During the year ended December 31, 2020, the Company recorded impairment losses related to definite-lived intangible assets of $14.4 million in the U.S. markets and indefinite-lived intangible assets of $15.2 million in the International markets. There were no intangible asset impairment charges incurred during the years ended December\u00a031, 2019 and December\u00a031, 2018.
Investments. The Company accounts for its investments in non-consolidated entities using either the cost or equity methods of accounting as appropriate, and has recorded the investments within other long-term assets in its consolidated balance sheets. Equity earnings and losses are recorded when the Company\u2019s ownership interest provides the Company with significant influence. The Company follows the guidance in ASC\u00a0323-30-35-3, investment in a limited liability company, which prescribes the use of the equity method for investments where the Company has significant influence. The Company classifies gains and losses on sales of investments or impairments accounted for using the cost method in investment expense (income). Gains and losses on cash sales are recorded using the weighted average cost of all interests in the investments. Gains and losses related to non-cash negative common unit adjustments are recorded using the weighted average cost of those units in NCM. See Note\u00a06\u2014Investments for further discussion of the Company\u2019s investments in NCM. As of December\u00a031, 2020, the Company holds equity method investments comprised of a 18.3% interest in SV Holdco LLC (\u201cSV Holdco\u201d), a joint venture that markets and sells cinema advertising and promotions through Screenvision; a 50.0% interest in Digital CineMedia Ltd. (\u201cDCM\u201d), a joint venture that provides advertising services in International markets; a 32.0% interest in AC JV, LLC (\u201cAC JV\u201d), a joint venture that owns Fathom Events offering alternative content for motion picture screens; a 29.0% interest in Digital Cinema Implementation Partners, LLC (\u201cDCIP\u201d), a joint venture charged with implementing digital cinema in the Company\u2019s theatres; a 14.6% interest in Digital Cinema Distribution Coalition, LLC (\u201cDCDC\u201d), a satellite distribution network for feature films and other digital cinema content; a 10.0% interest in SCC; a 50% ownership interest in three U.S. motion picture theatres and approximately 50% ownership interest in 54 theatres in Europe. Indebtedness held by equity method investees is non-recourse to the Company. In 2020, the Company early adopted the amendments in S-X Rule 1-02(w) related to significant subsidiary tests of nonconsolidated entities.
Goodwill. The Company\u2019s recorded goodwill was $2,547.3\u00a0million and $4,789.1\u00a0million as of December\u00a031, 2020 and December\u00a031, 2019, respectively. Goodwill represents the excess of purchase price over fair value of net tangible and identifiable intangible assets related to the acquisition of Holdings by Wanda on August\u00a030, 2012 and subsequent theatre business acquisitions. The Company evaluates goodwill recorded at the Company\u2019s two reporting units (Domestic Theatres and International Theatres). Also, the Company evaluates goodwill and its indefinite-lived trademark and trade names for impairment annually as of the beginning of the fourth quarter and any time an event occurs or circumstances change that would more likely than not reduce the fair value for a reporting unit below its carrying amount. The impairment test for goodwill involves estimating the fair value of the reporting unit and comparing that value to its carrying value. If the estimated fair value of the reporting unit is less than its carrying value, the difference is recorded as goodwill impairment charge, not to exceed the total amount of goodwill allocated to that reporting unit.
A decline in the common stock price and prices of the Company\u2019s corporate borrowings and the resulting impact on market capitalization are two of several factors considered when making this evaluation. Based on sustained declines during the first quarter of 2020 in the Company\u2019s enterprise market capitalization and the temporary suspension of operations at all the Company\u2019s 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\u00a031,\u00a02020. In performing the Step 1 quantitative goodwill impairment test as of March 31, 2020, the Company used an enterprise value approach to measure fair value of the reporting units. The enterprise fair values of the Domestic Theatres and International Theatres reporting units were less than their carrying values and goodwill impairment charges of $1,124.9 million and $619.4 million, respectively, were recorded as of March 31, 2020 for the Company\u2019s Domestic Theatres and International Theatres reporting units.
In accordance with ASC 350-20-35-30, the Company performed an assessment to determine whether there were any events or changes in circumstances that would warrant an interim ASC 350 impairment analysis as of September 30, 2020. Due to the suspension of operations during the second and third quarters of 2020 and the further delay or cancellation of film releases, the Company performed a Step 1 quantitative impairment test of the Domestic and International reporting units as of September 30, 2020. In performing the Step 1 quantitative goodwill impairment test as of September 30, 2020, the Company used an enterprise value approach to measure fair value of the reporting units. See Note\u00a012\u2014Fair Value Measurements for a discussion of the valuation methodology. The enterprise fair value of the Domestic Theatres and International Theatres reporting units was less than their carrying values and goodwill impairment charges of $151.2 million and $5.6 million, respectively, were recorded as of September 30, 2020 for the Company\u2019s Domestic Theatres and International Theatres reporting units.
Due to the further delay or cancellation of film releases and the further suspension of operations in the International markets, the Company performed a Step 1 quantitative impairment test of the Domestic and International
reporting units as of December 31, 2020. In performing the Step 1 quantitative goodwill impairment test as of December 31, 2020, the Company used an enterprise value approach to measure fair value of the reporting units. See Note\u00a012\u2014Fair Value Measurements for a discussion of the valuation methodology. The enterprise fair value of the Domestic Theatres reporting unit was greater than its carrying value and the enterprise fair value of the International Theatre reporting unit was less than its carrying value. As a result, goodwill impairment charge of $405.3 million was recorded as of December 31, 2020 for the Company\u2019s International Theatres reporting unit. There is considerable management judgment with respect to cash flow estimates and discount rates to be used in determining fair value, which fall under Level 3 within the fair value measurement hierarchy. Given the nature of the Company\u2019s business and its recent history, future impairments are possible based upon business conditions, movie release dates, and attendance levels.
As of September 30, 2019 and based on recent sustained declines in the trading price of the Company\u2019s Class A common stock, the Company performed a quantitative goodwill impairment test of the Domestic and International reporting units as of September 30, 2019. In performing the quantitative goodwill impairment test as of September 30, 2019, the Company used an enterprise value approach to measure fair value of the reporting. The enterprise fair values of the Domestic Theatres and International Theatres reporting units exceeded their carrying values by approximately 9.9% and 11.8%, respectively. Accordingly, there was no goodwill impairment recorded as of September 30, 2019.
In accordance with ASC 350-20-35-30, the Company performed an assessment to determine whether there were any events or changes in circumstances that would warrant an interim ASC 350 impairment analysis as of December 31, 2019. Given the further decline in the Company\u2019s stock price during the fourth quarter of 2019, the Company performed a qualitative impairment test to evaluate whether it is more likely than not that the fair value of its two reporting units are less than their respective carrying amounts as of December 31, 2019. The Company compared its projected financial information and assumptions utilized in the quantitative analysis as of September 30, 2019 to the fourth quarter results noting operating performance is consistent with the projections and there have been no other changes which would impact management\u2019s conclusion that the fair values of its reporting units exceed their carrying values. The Company also observed that its estimated fair value of its corporate borrowings and finance lease obligations remained relatively consistent from September 30, 2019 to December 31, 2019, which represents approximately 80% of the Company\u2019s market enterprise value. The Company observed higher enterprise value control premiums for a recent acquisition agreement in its industry than those utilized for the market approach. In considering the totality of the aforementioned factors together with the excess of fair value over carrying value calculated in both its reporting units in the previous impairment test, the Company has concluded that it is not more likely than not that the fair values of its two reporting units have been reduced below their respective carrying amounts. As a result, the Company concluded that an interim quantitative impairment test as of December 31, 2019 was not required.
Other Long-term Assets. Other long-term assets are comprised principally of investments in partnerships and joint ventures, costs incurred in connection with the Company\u2019s line-of-credit revolving credit arrangement, which is being amortized to interest expense using the effective interest rate method over the respective life of the issuance, and capitalized computer software, which is amortized over the estimated useful life of the software. See Note\u00a07\u2014Supplemental Balance Sheet Information.
Accounts Payable. Under the Company\u2019s cash management system, checks issued but not presented to banks frequently result in book overdraft balances for accounting purposes and are classified within accounts payable in the balance sheet. The change in book overdrafts are reported as a component of operating cash flows for accounts payable as they do not represent bank overdrafts. The amount of these checks included in accounts payable as of December\u00a031, 2020 and December\u00a031, 2019 was $1.8\u00a0million and $40.9\u00a0million, respectively.
Leases. The Company adopted ASC\u00a0842 on January\u00a01, 2019 using the modified retrospective transition method; and therefore, the comparative information has not been adjusted for the year ended 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\u2019s 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\u00a0years. 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 recorded 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\u2019s leases have remaining lease terms of approximately 1 year to 25\u00a0years, 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 recorded on a straight-line basis over the lease term.
The Company elected the practical expedient to not separate lease and non-lease components and also elected the short-term practical expedient for all leases that qualify. As a result, the Company will not recognize right-of-use assets or liabilities for short-term leases that qualify for the short-term practical expedient, but instead will recognize the lease payments as lease cost on a straight-line basis over the lease term. The Company\u2019s lease agreements do not contain residual value guarantees. Short-term leases and sublease arrangements are immaterial. Equipment leases primarily consist of food and beverage equipment.
Sale Leaseback Transactions. Prior to adopting ASC 842 on January 1, 2019, the Company deferred gains on sale leaseback transactions and amortized the gains over the remaining lease term. Losses on sale leaseback transactions were recorded at the time of sale if the fair value of the property sold is less than the net book value of the property. On June\u00a018, 2018, the Company completed the sale leaseback of the real estate assets associated with one theatre for proceeds, net of closing costs, of $50.1\u00a0million and the deferred gain on the sale was approximately $27.3\u00a0million. Upon adoption ASC 842 on January 1, 2019, the unamortized deferred gains related to sales leaseback transactions of $102.4\u00a0million were reclassified as a cumulative effect adjustment to accumulated deficit.
Impairment of Long-lived Assets. The Company reviews long-lived assets, including definite-lived intangibles and theatre assets (including operating lease right-of-use assets) whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be fully recoverable. The Company identifies impairments related to internal use software when management determines that the remaining carrying value of the software will not be realized through future use. The Company evaluates events or circumstances, including competition in the markets where it operates, that would indicate the carrying value of theatre assets may not be fully recoverable. If an event or circumstance is identified indicating carrying value may not be recoverable, the sum of future undiscounted cash flows is compared to the carrying value. If the carrying value exceeds the future undiscounted cash flows, the carrying value of the asset is reduced to fair value, with the difference recorded as an impairment charge. Assets are evaluated for impairment on an individual theatre basis, which management believes is the lowest level for which there are identifiable cash flows. The Company evaluates theatres using historical and projected data of theatre level cash flow as its primary indicator of potential impairment and considers the seasonality of its business when making these evaluations. The fair value of assets is determined as either the expected selling price less selling costs (where appropriate) or the present value of the estimated future cash flows, adjusted as necessary for market participant factors.
There is considerable management judgment necessary to determine the estimated future cash flows and fair values of the Company\u2019s theatres and other long-lived assets, and, accordingly, actual results could vary significantly from such estimates, which fall under Level\u00a03 within the fair value measurement hierarchy, see Note\u00a012\u2014Fair Value Measurements.
The following table summarizes the Company\u2019s assets that were impaired:
Year Ended | |||||||||
December\u00a031, | December\u00a031, | December\u00a031, | |||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | 2020 | \u00a0 | 2019 | 2018 | ||||
Impairment of long-lived assets | $ | 177.9 | $ | 84.3 | $ | 13.8 | |||
Impairment of definite-lived intangible assets | 14.4 | \u2014 | \u2014 | ||||||
Impairment of indefinite-lived intangible assets | 15.2 | \u2014 | \u2014 | ||||||
Impairment of goodwill (1) | 2,306.4 | \u2014 | \u2014 | ||||||
Impairment of long-lived assets, definite and indefinite-lived intangible assets and goodwill | 2,513.9 | 84.3 | 13.8 | ||||||
Impairment of equity method investments recorded in equity in earnings (loss) of non-consolidated entities | 8.6 | ||||||||
Impairment of other assets recorded in investment expense (income) | 15.9 | 3.6 | \u2014 | ||||||
Total impairment loss | $ | 2,538.4 | $ | 87.9 | $ | 13.8 |
| (1) | See Note 5\u2014Goodwill and Intangible Assets for information regarding goodwill impairment. |
During the year ended December 31, 2020, the Company recorded non-cash impairment of long-lived assets of $152.5 million on 101 theatres in the U.S. markets with 1,139 screens (in Alabama, Arizona, Arkansas, California, Colorado, District of Columbia, Florida, Georgia, Illinois, Indiana, Iowa, Kentucky, Massachusetts, Michigan, Minnesota, Missouri, Montana, Nebraska, New Hampshire, New Jersey, New York, North Carolina, North Dakota, Ohio, Oklahoma, Pennsylvania, South Dakota, Tennessee, Texas, Washington, Wisconsin and Wyoming) and $25.4 million on 37 theatres in the International markets with 340 screens (in Finland, Germany, Ireland, Italy, Norway, Portugal, Spain, Sweden, and UK), which were related to property, net and operating lease right-of-use assets, net. During the year ended December 31, 2020, the Company recorded impairment losses related to definite-lived intangible assets of $14.4 million in the U.S. markets. For indefinite-lived intangible asset, the Company recorded impairment charges related to the Odeon trade name of $12.5 million and Nordic trade names of $2.7 million during the year ended December 31, 2020. During the year ended December 31, 2020, the Company recorded impairment losses in the International markets related to equity method investments of $8.6 million in equity in (earnings) loss of non-consolidated entities. In addition, during the year ended December 31, 2020, the Company recorded impairment losses of $15.9 million within investment expense (income), related to equity interest investments without a readily determinable fair value accounted for under the cost method in the U.S. markets.
During the year ended December 31,\u00a02019, the Company recorded an impairment of long-lived assets loss of $76.6\u00a0million on 40 theatres in the U.S. markets with 512\u00a0screens and an impairment of long-lived assets loss of $7.7 million on 14\u00a0theatres with 148\u00a0screens in the International markets, which was related to property held and used, operating lease right-of-use assets, and a U.S. property held and not used in other long-term assets. In addition, the Company recorded an impairment loss of $3.6 million within investment expense (income), related to an equity interest investment without a readily determinable fair value accounted for under the cost method.
During the year ended December 31,\u00a02018, the Company recorded an impairment of long-lived assets loss of $13.8\u00a0million on 13 theatres in the U.S. markets with 150\u00a0screens and 15\u00a0theatres with 118\u00a0screens in the International markets which was related to property held and used.
Foreign Currency Translation. Operations outside the United States are generally measured using the local currency as the functional currency. Assets and liabilities are translated at the rates of exchange at the balance sheet date. Income and expense items are translated at average rates of exchange. The resultant translation adjustments are included in foreign currency translation adjustment, a separate component of accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions are included in net earnings (loss), except those intercompany transactions of a long-term investment nature, and also the Company\u2019s \u00a34.0\u00a0million, 6.375% Senior Subordinated Notes due 2024, which have been designated as a non-derivative net investment hedge of the Company\u2019s investment in Odeon and UCI Cinemas Holdings Limited (\u201cOdeon\u201d). If the Company substantially liquidates its investment in a foreign entity, any gain or loss on currency translation or transaction balance recorded in accumulated other comprehensive loss is recorded as part of a gain or loss on disposition.
Employee Benefit Plans. The Company sponsors frozen non-contributory qualified and non-qualified defined benefit pension plans in the U.S., frozen defined benefit pension plans in the U.K., and a defined benefit pension plan in Sweden that is not frozen. The Company also sponsors a postretirement deferred compensation plan and a defined contribution plan.
The following table sets forth the plans\u2019 benefit obligations and plan assets and the accrued liability for benefit costs included in the consolidated balance sheets:
U.S. Pension Benefits | International Pension Benefits | |||||||||||
Year Ended | Year Ended | |||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | ||||
Aggregated projected benefit obligation at end of period (1) | $ | (123.9) | $ | (115.9) | $ | (133.1) | $ | (120.5) | ||||
Aggregated fair value of plan assets at end of period | \u00a0 | 84.2 | \u00a0 | 76.3 | \u00a0 | 128.7 | \u00a0 | 119.4 | ||||
Net liability for benefit cost - funded status | $ | (39.7) | $ | (39.6) | $ | (4.4) | $ | (1.1) |
| (1) | At December 31, 2020 and December 31, 2019, U.S. aggregated accumulated benefit obligations were $123.9 million and $115.9 million, respectively, and international aggregated accumulated benefit obligations were $129.5 million and $117.2 million, respectively. |
The Company expects to contribute $3.7 million to the U.S. pension plans, during the calendar year 2021. The Company intends to make future cash contributions to the plans in an amount necessary to meet minimum funding requirements according to applicable benefit plan regulations.
The weighted-average assumptions used to determine benefit obligations are as follows:
U.S. Pension Benefits | International Pension Benefits | |||||||
December 31, 2020 | December 31, 2019 | December 31, 2020 | December 31, 2019 | |||||
Discount rate | \u00a0 | 2.26% | 3.07% | 1.78% | 1.97% | |||
Rate of compensation increase | \u00a0 | N/A | N/A | 2.29% | 2.27% |
The weighted-average assumptions used to determine net periodic benefit cost are as follows:
U.S. Pension Benefits | International Pension Benefits | |||||||||||
Year Ended | Year Ended | |||||||||||
December 31, | December 31, | December 31, | December 31, | December 31, | December 31, | |||||||
\u00a0\u00a0\u00a0\u00a0 | 2020 | \u00a0\u00a0\u00a0\u00a0 | 2019 | \u00a0\u00a0\u00a0\u00a0 | 2018 | \u00a0\u00a0\u00a0\u00a0 | 2020 | \u00a0\u00a0\u00a0\u00a0 | 2019 | \u00a0\u00a0\u00a0\u00a0 | 2018 | |
Discount rate | \u00a0 | 3.07% | 4.12% | 3.42% | 1.97% | 2.86% | 2.58% | |||||
Weighted average expected long-term return on plan assets | \u00a0 | 6.70% | 6.70% | 7.00% | 2.15% | 2.99% | 2.86% | |||||
Rate of compensation increase | \u00a0 | N/A | N/A | N/A | 2.27% | 2.19% | 2.19% |
The offset to the pension liability is recorded in equity as a component of accumulated other comprehensive (income) loss. For further information, see Note 14\u2014Accumulated Other Comprehensive Income (Loss) for pension amounts and activity recorded in accumulated other comprehensive income.
For the years ended December 31, 2020, December 31, 2019, and December 31, 2018, net periodic benefit costs were $1.8 million, $1.7 million, and $1.1 million, respectively. The service cost component of net periodic benefit costs is recorded in general and administrative other and the non-operating component is recorded in other expense (income) in the consolidated statements of operations.
The following table provides the benefits expected to be paid in each of the next five years, and in the aggregate for the five years thereafter:
(In millions) | U.S. Pension Benefits | International Pension Benefits | ||||
2021 | $ | 4.7 | $ | 3.3 | ||
2022 | \u00a0 | 5.4 | 3.4 | |||
2023 | \u00a0 | 4.8 | 3.5 | |||
2024 | \u00a0 | 5.2 | 3.6 | |||
2025 | \u00a0 | 5.3 | 3.7 | |||
Years 2026 - 2030 | \u00a0 | 28.9 | 19.9 |
The Company\u2019s investment objectives for its U.S. defined benefit pension plan investments are: (1)\u00a0to preserve the value of its principal; (2)\u00a0to maximize a real long-term return with respect to the plan assets consistent with minimizing risk; (3)\u00a0to achieve and maintain adequate asset coverage for accrued benefits under the plan; and (4)\u00a0to maintain sufficient liquidity for payment of the plan obligations and expenses. The Company uses a diversified allocation of equity, debt, commodity and real estate exposures that are customized to the plan\u2019s cash flow benefit needs. A weighted average targeted allocation percentage is assigned to each asset class as follows: U.S. equity securities of 43%, fixed including U.S. treasury securities and bond market funds of 27%, international equity securities of 23%, and private real estate of 7%. The international pension benefit plans do not have an established asset target allocation.
Investments in the pension plan assets are measured at fair value on a recurring basis. As of December 31, 2020, for the U.S. investment portfolio, 95% were valued using the net asset value per share (or its equivalent) as a practical expedient and 5% of the investment included pooled separate accounts valued using market prices for the underlying instruments that were observable in the market or could be derived by observable market data from independent external valuation information (Level 2 of the fair value hierarchy). As of December 31, 2020, for the International investment portfolio 2% consisting of cash and equivalents was valued using quoted market prices from actively traded markets (Level 1 of the fair value hierarchy), 37% included pooled separate accounts and collective trust funds valued using market prices for the underlying instruments that were observable in the market or could be derived by observable market data from independent external valuation information (Level 2 of the fair value hierarchy), and 61% were valued using the net asset value per share (or its equivalent) as a practical expedient.
Under the defined contribution plan, the Company sponsors a voluntary 401(k) savings plan covering certain U.S. employees age 21 or older and who are not covered by a collective bargaining agreement. Under the Company\u2019s 401(k) Savings Plan, except during the 2020 furlough period, the Company matched 100% of each eligible employee\u2019s elective contributions up to 3% and 50% of contributions up to 5% of the employee\u2019s eligible compensation.
Income and Operating Taxes. The Company accounts for income taxes in accordance with ASC\u00a0740-10. Under ASC\u00a0740-10, deferred income tax effects of transactions reported in different periods for financial reporting and income tax return purposes are recorded by the asset and liability method. This method gives consideration to the future tax consequences of deferred income or expense items and recognizes changes in income tax laws in the period of enactment.
Holdings and its domestic subsidiaries file a consolidated U.S. federal income tax return and combined income tax returns in certain state jurisdictions. Foreign subsidiaries file income tax returns in foreign jurisdictions. Income taxes are determined based on separate Company computations of income or loss. Tax sharing arrangements are in place and utilized when tax benefits from affiliates in the consolidated group are used to offset what would otherwise be taxable income generated by Holdings or another affiliate.
Casualty Insurance. The Company is self-insured for general liability up to $1.0\u00a0million per occurrence and carries a $0.5\u00a0million deductible limit per occurrence for workers\u2019 compensation claims. The Company utilizes actuarial projections of its ultimate losses to calculate its reserves and expense. The actuarial method includes an allowance for adverse developments on known claims and an allowance for claims which have been incurred but which have not yet been reported. As of December\u00a031, 2020 and December\u00a031, 2019, the Company recorded casualty insurance reserves of $32.7\u00a0million and $29.4\u00a0million. The Company recorded expenses related to general liability and workers\u2019 compensation claims of $32.8\u00a0million, $32.6\u00a0million, and $25.1\u00a0million for the years ended December\u00a031, 2020, December\u00a031, 2019, and December\u00a031, 2018, respectively. Casualty insurance expense is recorded in operating expense.
Other Expense (Income): The following table sets forth the components of other expense (income):
Year Ended | |||||||||
December\u00a031, | |||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | 2020 | \u00a0\u00a0\u00a0\u00a0 | 2019 | \u00a0\u00a0\u00a0\u00a0 | 2018 | |||
Derivative liability fair value adjustment for embedded conversion feature in the Convertible Notes | $ | 89.4 | $ | (23.5) | $ | (66.4) | |||
Derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement | 19.6 | 17.7 | (45.0) | ||||||
Business interruption insurance recoveries | (0.5) | (1.1) | (0.4) | ||||||
Credit losses related to contingent lease guarantees | 15.0 | \u2014 | \u2014 | ||||||
Governmental assistance due to COVID-19 | (38.6) | \u2014 | \u2014 | ||||||
Loss on Pound sterling forward contract | \u2014 | 0.9 | 0.4 | ||||||
Foreign currency transactions losses | (2.8) | 1.5 | 1.4 | ||||||
Non-operating components of net periodic benefit cost | 1.1 | 1.2 | 0.8 | ||||||
Loss on repayment of indebtedness | \u2014 | 16.6 | \u2014 | ||||||
Gain on extinguishment Second Lien Notes due 2026 | (93.6) | \u2014 | \u2014 | ||||||
Financing fees related to modification of debt | 39.3 | \u2014 | 0.4 | ||||||
Other | \u00a0 | \u2014 | \u00a0 | 0.1 | 0.7 | ||||
Other expense (income) | $ | 28.9 | $ | 13.4 | $ | (108.1) |
Accounting Pronouncements Recently Adopted
Financial Instruments. In June 2016, the Financial Accounting Standards Board (\u201cFASB\u201d) issued Accounting Standards Update (\u201cASU\u201d) No. 2016-13, Financial Instruments \u2013 Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (\u201cASU\u00a02016-13\u201d), 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\u00a02016-13 was effective for the Company in the first quarter of 2020. The Company recorded the cumulative effect upon adoption of the new standard related to credit losses for contingent lease guarantees of $16.9 million. See Note 11\u2014Commitments and Contingencies for further information regarding contingent lease guarantees. The adoption impact on the Company\u2019s allowance for estimated uncollectible receivables was immaterial as of January 1, 2020 and December 31, 2020. The cumulative effect of adoption was recorded to accumulated deficit under the modified retrospective adoption method.
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 (\u201cASU 2018-13\u201d), 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 were effective for the Company in the first quarter of 2020. See Note\u00a012\u2014Fair Value Measurements for the required disclosures for Level 3 fair value measurements.
Cloud Computing Arrangement. In August 2018, the FASB issued ASU 2018-15, Intangibles\u2013Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer\u2019s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (\u201cASU 2018-15\u201d). 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\u00a0350-40 to determine which implementation, setup, and other upfront costs to capitalize as assets or expense as incurred. ASU 2018-15 was effective for the Company in the first quarter of 2020. 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\u00a0250-10-45. The Company adopted ASU 2018-15 prospectively and the adoption of ASU 2018-15 did not have a material impact on the Company\u2019s consolidated financial statements and related disclosures.
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 (\u201cASU 2019-12\u201d), 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. The Company is currently evaluating the effect that ASU 2019-12 will have on its consolidated financial statements and the applicable adoption method to be utilized.
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"}]},{"name":"rpt:f-575","factDimensions":{"xbrl:concept":"amch:LiquidityPolicyPolicyTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Liquidity. In response to the COVID-19 pandemic, the Company has taken and continues to take significant steps to preserve cash by eliminating non-essential costs, including reductions to the Company\u2019s variable and elements of its fixed cost structure, including, but not limited to:
| \u25cf | Suspended non-essential operating expenditures, including marketing & promotional and travel and entertainment expenses; and where possible, utilities and reduced essential operating expenditures to minimum levels necessary while theatres are closed; |
| \u25cf | Terminated or deferred all non-essential capital expenditures to minimum levels necessary while theatres are operating for limited hours or closed; |
| \u25cf | Implemented measures to reduce corporate-level employment costs while closed, including full or partial furloughs of all corporate-level Company employees for a period of time, 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. With the resumption of operations, the Company eliminated the full and partial furloughs; |
| \u25cf | All domestic theatre-level crew members were fully furloughed and theatre-level managements\u2019 hours were reduced to the minimum levels necessary to begin resumption of operations when permitted. Similar efforts to reduce theatre-level and corporate employment costs were undertaken internationally consistent with applicable laws across the jurisdictions in which the Company operates. As the Company resumed limited operations, employment costs increased; |
| \u25cf | Working with the Company\u2019s landlords, vendors, and other business partners to manage, defer, and/or abate the |
| related rent expenses and operating expenses; |
| \u25cf | Introduced an active cash management process, which, among other things, requires senior management approval of all outgoing payments; |
| \u25cf | Since April 24, 2020, the Company has been prohibited from making dividend payments in accordance with the covenant suspension conditions in its Senior Secured Credit Facility Agreement. The Company had also previously elected to decrease the dividend paid in the first quarter of 2020 by $0.17 per share when compared to the first quarter of 2019. The cash savings as a result of the prior decrease and current prohibition on making dividend payments was $77.6 million during the year ended December 31, 2020 in comparison to the year ended December 31, 2019; and |
| \u25cf | The Company is prohibited from making purchases under its stock repurchase program in accordance with the covenant suspension conditions in its Senior Secured Credit Facility Agreement. |
The Company intends to seek any available potential benefits, including loans, investments or guarantees, under future government programs for which the Company qualifies domestically and internationally. The Company has taken advantage of many forms of governmental assistance internationally including but not limited to revenue and fixed cost reimbursements, payroll subsidies, rent support programs, direct grants, and property tax holidays. The Company cannot predict the manner in which such benefits will be allocated or administered, and the Company cannot assure it will be able to access such benefits in a timely manner or at all.
In addition to preserving cash, the Company enhanced liquidity through debt issuance, debt exchanges and equity sales as follows. See Note 8\u2014Corporate Borrowings and Finance Lease Obligations, Note 9\u2014Stockholders\u2019 Equity, and Note 17\u2014Subsequent Events for further information.
| \u25cf | The April 2020 issuance of $500 million of 10.5% first lien notes due 2025 (the \u201cFirst Lien Notes due 2025\u201d). |
| \u25cf | The July 2020 completion of a debt exchange offer in which the Company issued approximately $1.46 billion aggregate principal amount of 10%/12% Cash /PIK Toggle Second Lien Subordinated Secured Notes due 2026 (the \u201cSecond Lien Notes due 2026\u201d) in exchange for approximately $2.02 billion principal amount of the Company\u2019s senior subordinated notes, reducing the principal amounts of the Company\u2019s debt by approximately $555 million and extending maturities on approximately $1.7 billion of debt to 2026, most of which was maturing in 2024 and 2025 previously. Interest on the Second Lien Notes due 2026 for the first three six-month interest periods after the issue date is expected to be paid all or in part on an in-kind basis pursuant to the terms of the 10%/12% Cash/PIK Toggle Second Lien Subordinated Secured Notes due 2026. |
| \u25cf | The July 2020 issuance of the 10.5% first lien secured notes due 2026 (the \u201cFirst Lien Notes due 2026\u201d) in which the Company received proceeds of $270.0 million, net of discounts and deferred charges. |
| \u25cf | The launch of several \u201cat-the-market\u201d equity offerings to raise capital through the sale of the Company\u2019s Class A common stock. During the year ended December 31, 2020, the Company sold 91.0 million shares, generating $272.8 million in gross proceeds and paid fees to sales agents of $6.8 million. In January 2021, the Company sold approximately 187.0 million shares, generating $596.9 million in gross proceeds and paid fees to sales agents of $14.9 million. |
| \u25cf | The December 2020 issuance of 21,978,022 shares of Class A common stock to Mudrick Capital Management, LP (\u201cMudrick\u201d) in exchange for $104.5 million aggregate principal amount of the Second Lien Notes due 2026 and a commitment from Mudrick to purchase $100 million aggregate principal amount of 15%/17%/Cash/PIK Toggle First Lien Secured Notes due 2026 (\u201cFirst Lien Toggle Notes due 2026\u201d) which the Company issued to Mudrick in January 2021 for cash. |
| \u25cf | The January 2021 conversion by holders of all $600 million of the Company\u2019s 2.95% Convertible Senior Secured Notes due 2026 into shares of the Company\u2019s Class A common stock at a conversion price of $13.51 which resulted in the issuance of 44,422,860 shares of its Class A Common Stock and reduced annual cash interest expense by $17.7 million. |
| \u25cf | The February 2021 entry into a new \u00a3140.0 million and \u20ac296.0 million term loan facility agreement (the \u201cOdeon Term Loan Facility\u201d) by Odeon Cinemas Group Limited (\u201cOdeon\u201d). Approximately \u00a389.7 million and \u20ac12.8 million of the net proceeds from the Odeon Term Loan Facility was used to repay in full Odeon\u2019s obligations (including principal, interest, fees and cash collateralized letters of credit) under its existing revolving credit facility and the remaining net proceeds will be used for general corporate purposes. |
If attendance levels increase consistent with our assumptions described below, it currently estimates that its existing cash and cash equivalents, net proceeds from the completed issuances of debt and common stock in January 2021 and borrowings under the Odeon Term Loan Facility in February 2021 will be sufficient to comply with minimum liquidity requirements under our debt covenants, fund operations, and satisfy obligations including cash outflows for increased rent and planned capital expenditures currently and through at least March 31, 2022.\u00a0This requires that the Company achieves significant increases in attendance levels beginning in the third quarter of 2021 and ultimately reaching 90% of pre COVID-19 attendance levels by the fourth quarter of 2021 and through the first quarter of 2022, as the vaccine rollout continues and more Hollywood product is released in its theatres. The Company entered into the Ninth Amendment (as defined below) to the Credit Agreement (as defined below) pursuant to which the requisite revolving lenders party thereto agreed to extend the suspension period for the financial covenant applicable to the Revolving Credit Facility (as defined below) from March 31, 2021 to March 31, 2022, as described, and on the terms and conditions specified, therein.\u00a0As a result, the Company will be subject to the financial covenant beginning with the quarter ending June 30, 2022. The Company is subject to minimum liquidity requirements of approximately $145 million of which $100 million is required under the conditions for the Extended Covenant Suspension Period under the Senior Secured Revolving Credit Facility during the Extended Covenant Suspension Period, as amended, and \u00a332.5 million (approximately $45 million) required under the Odeon Term Loan Facility. The Company\u2019s 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 cash from operations.
The Company continues to explore potential sources of additional liquidity, which is essential to its long-term viability, including:
| \u25cf | Additional equity financing. The Company may continue to pursue equity issuances that include its remaining authorized shares. The amount of liquidity the Company might generate will primarily depend on the market price of its Class A common stock, trading volumes, which impact the number of shares the Company is able to sell, and the available periods during which sales may be made. Because the Company\u2019s market price and trading volumes are volatile, there is no guarantee as to the amounts of liquidity it might generate or that its prior experience accurately predicts the results the Company will achieve. |
| \u25cf | Landlord Negotiations. Commencing in 2021, the Company\u2019s cash expenditures for rent are scheduled to increase significantly as a result of rent obligations that had been deferred to 2021 and future years that were approximately $450.0 million as of December 31, 2020. In light of the Company\u2019s liquidity challenges, and in order to establish its long-term viability, the Company believes it must continue to reach accommodations with its landlords to abate or defer a substantial portion of the Company\u2019s rent obligations, in addition to generating sufficient amounts of liquidity through equity issuances and the other potential financing arrangements discussed below. Accordingly, the Company has entered into additional landlord negotiations to seek material reductions, abatements and deferrals in its rent obligations. In connection with these negotiations, the Company has ceased to make rent payments under a portion of its leases and has received notices of default, the result of which may permit landlords to threaten or seek a variety of remedies. The Company continues to renegotiate leases with landlords to attain additional concessions and address any instances of default. To the extent the Company achieves substantial deferrals but not abatements, its cash requirements will increase substantially in the future. |
| \u25cf | Other Creditor Discussions. While the liquidity the Company has raised has substantially extended its liquidity runway, the new debt the Company has issued or that has been committed, together with the higher interest rate payments that will be required in the future but have largely been deferred, will substantially increase its leverage and future cash requirements. These future cash requirements, like the Company\u2019s deferred rent obligations, will present a challenge to its long-term viability if its operating income does not return to pre-COVID levels. Even then, the Company believes it will need to engage in discussions with its creditors to substantially reduce its leverage. The Company expects to continue to explore alternatives that include new-money financing, potentially in connection with converting debt to equity, which would help manage its leverage but would be dilutive to holders of its common stock. The Company expects it will continue to receive from and discuss proposals with all classes of creditors. These discussions may not result in any agreement on commercially acceptable terms. |
| \u25cf | Covenant Suspension. The Company entered into the Ninth Amendment to the Credit Agreement, pursuant to which the requisite revolving lenders party thereto agreed to extend the suspension period for the financial |
| covenant applicable to the Revolving Credit Facility from March 31, 2021 to March 31, 2022, as described, and on the terms and conditions specified, therein. See Note 17\u2014Subsequent Events for further information. |
| \u25cf | Joint-venture or other arrangements with existing business partners and minority investments in the Company\u2019s capital stock. The Company continues to explore other potential arrangements, including equity investments, to generate additional liquidity. |
It is very difficult to estimate the Company\u2019s liquidity requirements, future cash burn rates and future attendance levels. Depending on the Company\u2019s assumptions regarding the timing and ability to achieve more normalized levels of operating revenue, the estimates of amounts of required liquidity vary significantly. Similarly, it is very difficult to predict when theatre attendance levels will normalize, which the Company expects will depend on the widespread availability and use of effective vaccines for the coronavirus. However, the Company\u2019s current cash burn rates are not sustainable. Further, the Company cannot predict what future changes may occur to the supply or release date of movie titles available for theatrical exhibition once moviegoers are prepared to return in large numbers. Nor can the Company know with certainty the impact of Warner Bros.\u2019s announcement that it is releasing its entire 2021 slate of movies on HBO Max at the same time as the movies debut in theatres or any similar announcements regarding the release of movie titles concurrently to the home video or streaming markets, as those arrangements will be subject to negotiations that have not yet taken place. There can be no assurance that the attendance level and other assumptions used to estimate the Company\u2019s liquidity requirements and future cash burn will be correct, and its ability to be predictive is uncertain due to the unknown magnitude and duration of the COVID-19 pandemic. Further, there can be no assurances that the Company will be successful in generating the additional liquidity necessary to meet its obligations beyond twelve months from the issuance of these financial statements on terms acceptable to the Company or at all. If the Company is unable to maintain or renegotiate its minimum liquidity covenant requirements, it could have a significant adverse effect on the Company\u2019s business, financial condition and operating results.
The Company also realized significant cancellation of debt income (\u201cCODI\u201d) in connection with its debt restructuring. As a result of such CODI, the Company estimates a significant portion of its net operating losses and tax credits will be eliminated as a result of tax attribute reductions. Any loss of tax attributes as a result of such CODI may adversely affect the Company\u2019s cash flows and therefore its ability to service its indebtedness.
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"}]},{"name":"rpt:f-622","factDimensions":{"xbrl:concept":"amch:NumberOfTheatres","xbrl:period":"2020-08-28T00:00:00/2020-08-29T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"amch:item","us-gaap:DisposalGroupClassificationAxis":"us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember","us-gaap:IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis":"amch:ForumCinemasOuMember"},"factValues":[{"value":"9"}]},{"name":"rpt:f-623","factDimensions":{"xbrl:concept":"amch:DisposalGroupIncludingDiscontinuedOperationConsiderationGross","xbrl:period":"2020-08-29T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:EUR","us-gaap:DisposalGroupClassificationAxis":"us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember","us-gaap:IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis":"amch:ForumCinemasOuMember"},"factValues":[{"value":"77250000","decimals":-4}]},{"name":"rpt:f-624","factDimensions":{"xbrl:concept":"us-gaap:CashIncludingDiscontinuedOperations","xbrl:period":"2020-08-29T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:EUR","us-gaap:DisposalGroupClassificationAxis":"us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember","us-gaap:IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis":"amch:ForumCinemasOuMember"},"factValues":[{"value":"64350000","decimals":-4}]},{"name":"rpt:f-625","factDimensions":{"xbrl:concept":"us-gaap:CashIncludingDiscontinuedOperations","xbrl:period":"2020-08-29T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","us-gaap:DisposalGroupClassificationAxis":"us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember","us-gaap:IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis":"amch:ForumCinemasOuMember"},"factValues":[{"value":"76600000","decimals":-5}]},{"name":"rpt:f-626","factDimensions":{"xbrl:concept":"us-gaap:DisposalGroupIncludingDiscontinuedOperationConsideration","xbrl:period":"2020-08-29T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","us-gaap:DisposalGroupClassificationAxis":"us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember","us-gaap:IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis":"amch:ForumCinemasOuMember"},"factValues":[{"value":"37500000","decimals":-5}]},{"name":"rpt:f-627","factDimensions":{"xbrl:concept":"us-gaap:DisposalGroupIncludingDiscontinuedOperationConsideration","xbrl:period":"2020-08-29T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:EUR","us-gaap:DisposalGroupClassificationAxis":"us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember","us-gaap:IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis":"amch:ForumCinemasOuMember"},"factValues":[{"value":"31530000","decimals":-4}]},{"name":"rpt:f-628","factDimensions":{"xbrl:concept":"us-gaap:EquityMethodInvestmentOwnershipPercentage","xbrl:period":"2020-08-29T00:00:00","xbrl:entity":"cik:0001411579","us-gaap:DisposalGroupClassificationAxis":"us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember","us-gaap:IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis":"amch:ForumCinemasOuMember"},"factValues":[{"value":"0.49","decimals":2}]},{"name":"rpt:f-629","factDimensions":{"xbrl:concept":"us-gaap:MinorityInterest","xbrl:period":"2020-08-29T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","us-gaap:DisposalGroupClassificationAxis":"us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember","us-gaap:IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis":"amch:ForumCinemasOuMember"},"factValues":[{"value":"34900000","decimals":-5}]},{"name":"rpt:f-630","factDimensions":{"xbrl:concept":"amch:DisposalGroupIncludingDiscontinuedOperationTransactionCost","xbrl:period":"2020-08-28T00:00:00/2020-08-29T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","us-gaap:DisposalGroupClassificationAxis":"us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember","us-gaap:IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis":"amch:ForumCinemasOuMember"},"factValues":[{"value":"1400000","decimals":-5}]},{"name":"rpt:f-631","factDimensions":{"xbrl:concept":"us-gaap:DisposalGroupNotDiscontinuedOperationGainLossOnDisposal","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","us-gaap:DisposalGroupClassificationAxis":"us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember","us-gaap:IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis":"amch:ForumCinemasOu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The Company recognizes revenue, net of sales tax, when it satisfies a performance obligation by transferring control over a product or service to a customer. Admissions and food and beverage revenues are recorded at a point in time when a film is exhibited to a customer and when a customer takes possession of food and beverage offerings. The Company defers 100% of the revenue associated with the sales of gift cards and exchange tickets until such time as the items are redeemed or estimated income from non-redemption is recorded.
The Company recognizes income from non-redeemed or partially redeemed gift cards in proportion to the pattern of rights exercised by the customer (\u201cproportional method\u201d) where it applies an estimated non-redemption rate for its gift card sales channels, which range from 13% to 18.5% of the current month sales of gift cards, and the Company recognizes in other theatre revenues the total amount of expected income for non-redemption for that current month\u2019s sales as income over the next 24 months in proportion to the pattern of actual redemptions. The Company has determined its non-redeemed rates and redemption patterns using data accumulated over ten years.
Upon adoption of ASC\u00a0606 on January\u00a01, 2018, the Company recognizes ticket fee revenues based on a gross transaction price. The Company believes it is a principal (as opposed to agent) in the arrangement with third-party internet ticketing companies in regard to the sale of online tickets because the Company controls the online tickets before they are transferred to the customer. The online ticket fee revenues and the third-party commission or service fees are recorded in the line items other theatre revenues and operating expense, respectively, in the consolidated statements of operations.
"}]},{"name":"rpt:f-645","factDimensions":{"xbrl:concept":"amch:RevenueRecognitionDeferredPercentage","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"1","decimals":2}]},{"name":"rpt:f-646","factDimensions":{"xbrl:concept":"amch:NonRedemptionRateOnGiftCards","xbrl:period":"2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","srt:RangeAxis":"srt:MinimumMember"},"factValues":[{"value":"0.13","decimals":2}]},{"name":"rpt:f-647","factDimensions":{"xbrl:concept":"amch:NonRedemptionRateOnGiftCards","xbrl:period":"2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","srt:RangeAxis":"srt:MaximumMember"},"factValues":[{"value":"0.185","decimals":3}]},{"name":"rpt:f-648","factDimensions":{"xbrl:concept":"amch:PeriodOverWhichTotalAmountOfBreakageForCurrentMonthSalesInProportionToPatternOfActualRedemptionsIsRecognized","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"P24M"}]},{"name":"rpt:f-649","factDimensions":{"xbrl:concept":"us-gaap:FilmCostsPolicyPolicyTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Film Exhibition Costs. Film exhibition costs are accrued based on the applicable box office receipts and estimates of the final settlement to the film licensors. Film exhibition costs include certain advertising costs. As of December\u00a031, 2020 and December\u00a031, 2019, the Company recorded film payables of $16.4\u00a0million and $166.5\u00a0million, respectively, which are included in accounts payable in the accompanying consolidated balance sheets.
"}]},{"name":"rpt:f-650","factDimensions":{"xbrl:concept":"amch:FilmExhibitionCostPayable","xbrl:period":"2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"16400000","decimals":-5}]},{"name":"rpt:f-651","factDimensions":{"xbrl:concept":"amch:FilmExhibitionCostPayable","xbrl:period":"2020-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"166500000","decimals":-5}]},{"name":"rpt:f-652","factDimensions":{"xbrl:concept":"amch:FoodAndBeverageCostsPolicyTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Food and Beverage Costs. The Company records rebate payments from vendors as a reduction of food and beverage costs when earned.
"}]},{"name":"rpt:f-653","factDimensions":{"xbrl:concept":"amch:ScreenAdvertisingPolicyTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Exhibitor Services Agreement. The Company recognizes advertising revenues, which are included in other theatre revenues in the consolidated statements of operations, when it satisfies a performance obligation by transferring a promised good or service to the customers. The advertising contracts with customers generally consist of a series of distinct periods of service, satisfied over time, to provide rights to advertising services. The Company\u2019s Exhibitor Services Agreement (\u201cESA\u201d) with NCM includes a significant financing component due to the significant length of time between receiving the non-cash consideration and fulfilling the performance obligation. The Company receives the non-cash consideration in the form of common membership units from NCM, in exchange for rights to exclusive access to the Company\u2019s theatre screens and attendees through February\u00a02037. Upon adoption of ASC\u00a0606, Revenue from Contracts with Customers (\u201cASC 606\u201d) on January 1, 2018, the Company\u2019s advertising revenues have significantly increased with a similar offsetting increase in non-cash interest expense, which is recorded to non-cash NCM exhibitor service agreement in the consolidated statements of operations. Upon adoption of ASC\u00a0606 and pursuant to the calculation requirements for the time value of money, the amortization method reflects the front-end loading of the significant financing component where more interest expense is recognized earlier during the term of the agreement than the back-end recognition of the deferred revenue amortization where more revenue is recognized later in the term of the agreement. See Note\u00a06\u2014Investments for further information regarding the common unit adjustment and the fair value measurement of the non-cash consideration. The interest expense was calculated using discount rates that ranged from 6.5% to 18.25%, which are the rates at which the Company believes it could borrow in separate financing transactions.
"}]},{"name":"rpt:f-654","factDimensions":{"xbrl:concept":"us-gaap:InvestmentInterestRate","xbrl:period":"2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","srt:RangeAxis":"srt:MinimumMember"},"factValues":[{"value":"0.065","decimals":3}]},{"name":"rpt:f-655","factDimensions":{"xbrl:concept":"us-gaap:InvestmentInterestRate","xbrl:period":"2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","srt:RangeAxis":"srt:MaximumMember"},"factValues":[{"value":"0.1825","decimals":4}]},{"name":"rpt:f-656","factDimensions":{"xbrl:concept":"amch:CustomerFrequencyProgramPolicyTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Customer Engagement Programs. AMC Stubs\u00ae is a customer loyalty program in the U.S. markets which allows members to earn rewards, receive discounts and participate in exclusive members-only offerings and services. It features both a traditional paid tier called AMC Stubs PremiereTM, with a $15.00 annual membership fee, and a non-paid
tier called AMC Stubs\u00ae InsiderTM. Both programs reward loyal guests for their patronage of AMC Theatres. Rewards earned are redeemable on future purchases at AMC locations.
The portion of the admissions and food and beverage revenues attributed to the rewards is deferred as a reduction of admissions and food and beverage revenues and is allocated between admissions and food and beverage revenues based on expected member redemptions. Upon redemption, deferred rewards are recognized as revenues along with associated cost of goods. The Company estimates point breakage in assigning value to the points at the time of sale based on historical trends. The program\u2019s annual membership fee is allocated to the material rights for discounted or free products and services and is initially deferred, net of estimated refunds, and recognized as the rights are redeemed based on estimated utilization, over the one-year membership period in admissions, food and beverage, and other revenues. A portion of the revenues related to a material right are deferred as a virtual rewards performance obligation using the relative standalone selling price method and are recognized as the rights are redeemed or expire.
AMC Stubs\u00ae A-List is the Company\u2019s monthly subscription-based tier of the AMC Stubs\u00ae loyalty program. This program offers guests admission to movies at AMC up to three times per week including multiple movies per day and repeat visits to already seen movies for $19.95 and $23.95 per month depending upon geographic market. Revenue is recognized ratably over the enrollment period.
"}]},{"name":"rpt:f-657","factDimensions":{"xbrl:concept":"amch:CustomerLoyaltyProgramInsiderTierAnnualMembershipFee","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"15.00","decimals":2}]},{"name":"rpt:f-658","factDimensions":{"xbrl:concept":"amch:CustomerLoyaltyProgramAmcStubsMonthlyMembershipFee","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","srt:RangeAxis":"srt:MinimumMember"},"factValues":[{"value":"19.95","decimals":2}]},{"name":"rpt:f-659","factDimensions":{"xbrl:concept":"amch:CustomerLoyaltyProgramAmcStubsMonthlyMembershipFee","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","srt:RangeAxis":"srt:MaximumMember"},"factValues":[{"value":"23.95","decimals":2}]},{"name":"rpt:f-660","factDimensions":{"xbrl:concept":"us-gaap:AdvertisingCostsPolicyTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Advertising Costs. The Company expenses advertising costs as incurred and does not have any direct-response advertising recorded as assets. Advertising costs were $10.7 million, $42.6 million, and $45.4 million for the years ended December\u00a031, 2020, December\u00a031, 2019, and December\u00a031, 2018, respectively, and are recorded in operating expense in the accompanying consolidated statements of operations.
"}]},{"name":"rpt:f-661","factDimensions":{"xbrl:concept":"us-gaap:AdvertisingExpense","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"10700000","decimals":-5}]},{"name":"rpt:f-662","factDimensions":{"xbrl:concept":"us-gaap:AdvertisingExpense","xbrl:period":"2019-01-01T00:00:00/2020-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"42600000","decimals":-5}]},{"name":"rpt:f-663","factDimensions":{"xbrl:concept":"us-gaap:AdvertisingExpense","xbrl:period":"2018-01-01T00:00:00/2019-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"45400000","decimals":-5}]},{"name":"rpt:f-664","factDimensions":{"xbrl:concept":"us-gaap:CashAndCashEquivalentsPolicyTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Cash and Equivalents. All highly liquid debt instruments and investments purchased with an original maturity of three months or less are classified as cash equivalents.
"}]},{"name":"rpt:f-665","factDimensions":{"xbrl:concept":"us-gaap:DerivativesPolicyTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Derivative Asset and Liability. The Company remeasured the derivative asset related to its contingent call option to acquire shares of its Class B common stock at no additional cost and the derivative liability related to the conversion feature in its Senior Unsecured Convertible Notes due 2024 at fair value each reporting period until the conversion price reset on September 14, 2020, with changes in fair value recorded in the consolidated statement of operations in other expense (income). The Company has obtained independent third-party valuation studies to assist in determining fair value. The Company\u2019s valuation studies use a Monte Carlo simulation approach and are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy. The Company\u2019s common stock price at the end of each reporting period as well as the remaining amount of time until expiration for the contingent call option and conversion feature are key inputs for the estimation of fair value that are expected to change each reporting period. The Company recorded other expense (income) related to derivative asset fair value adjustments of $19.6 million, $17.7 million and $(45.0) million, during the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively, and other expense (income) related to derivative liability fair value adjustments of $89.4 million, $(23.5) million, and $(66.4) million, during the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively. See Note\u00a08\u2014Corporate Borrowings and Finance Lease Obligations and Note\u00a09\u2014Stockholders\u2019 Equity for further discussions.
"}]},{"name":"rpt:f-666","factDimensions":{"xbrl:concept":"amch:DerivativeAssetFairValueAdjustment","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:SEK"},"factValues":[{"value":"-19600000","decimals":-5}]},{"name":"rpt:f-667","factDimensions":{"xbrl:concept":"amch:DerivativeAssetFairValueAdjustment","xbrl:period":"2019-01-01T00:00:00/2020-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:SEK"},"factValues":[{"value":"-17700000","decimals":-5}]},{"name":"rpt:f-668","factDimensions":{"xbrl:concept":"amch:DerivativeAssetFairValueAdjustment","xbrl:period":"2018-01-01T00:00:00/2019-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:SEK"},"factValues":[{"value":"45000000.0","decimals":-5}]},{"name":"rpt:f-669","factDimensions":{"xbrl:concept":"amch:DerivativeLiabilityFairValueAdjustment","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:SEK"},"factValues":[{"value":"-89400000","decimals":-5}]},{"name":"rpt:f-670","factDimensions":{"xbrl:concept":"amch:DerivativeLiabilityFairValueAdjustment","xbrl:period":"2019-01-01T00:00:00/2020-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:SEK"},"factValues":[{"value":"23500000","decimals":-5}]},{"name":"rpt:f-671","factDimensions":{"xbrl:concept":"amch:DerivativeLiabilityFairValueAdjustment","xbrl:period":"2018-01-01T00:00:00/2019-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:SEK"},"factValues":[{"value":"66400000","decimals":-5}]},{"name":"rpt:f-672","factDimensions":{"xbrl:concept":"us-gaap:GoodwillAndIntangibleAssetsIntangibleAssetsPolicy","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Intangible Assets. Intangible assets were recorded at fair value for intangible assets resulting from the acquisition of Holdings by Wanda on August\u00a030, 2012 and other theatre acquisitions. Intangible assets are comprised of amounts assigned to management contracts, a contract with an equity method investee, and a non-compete agreement, each of which are being amortized on a straight-line basis over the estimated remaining useful lives of the assets. The Company evaluates definite-lived intangible assets whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be fully recoverable. Trademark and trade names are considered either definite or indefinite-lived intangible assets. Indefinite-lived intangible assets are not amortized but rather evaluated for impairment annually or more frequently as specific events or circumstances dictate.
The Company first assesses the qualitative factors to determine whether the existence of events and circumstances indicate that it is more likely than not the fair value of an indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test. During the year ended December 31, 2020, the Company recorded impairment losses related to definite-lived intangible assets of $14.4 million in the U.S. markets and indefinite-lived intangible assets of $15.2 million in the International markets. There were no intangible asset impairment charges incurred during the years ended December\u00a031, 2019 and December\u00a031, 2018.
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A decline in the common stock price and prices of the Company\u2019s corporate borrowings and the resulting impact on market capitalization are two of several factors considered when making this evaluation. Based on sustained declines during the first quarter of 2020 in the Company\u2019s enterprise market capitalization and the temporary suspension of operations at all the Company\u2019s 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\u00a031,\u00a02020. In performing the Step 1 quantitative goodwill impairment test as of March 31, 2020, the Company used an enterprise value approach to measure fair value of the reporting units. The enterprise fair values of the Domestic Theatres and International Theatres reporting units were less than their carrying values and goodwill impairment charges of $1,124.9 million and $619.4 million, respectively, were recorded as of March 31, 2020 for the Company\u2019s Domestic Theatres and International Theatres reporting units.
In accordance with ASC 350-20-35-30, the Company performed an assessment to determine whether there were any events or changes in circumstances that would warrant an interim ASC 350 impairment analysis as of September 30, 2020. Due to the suspension of operations during the second and third quarters of 2020 and the further delay or cancellation of film releases, the Company performed a Step 1 quantitative impairment test of the Domestic and International reporting units as of September 30, 2020. In performing the Step 1 quantitative goodwill impairment test as of September 30, 2020, the Company used an enterprise value approach to measure fair value of the reporting units. See Note\u00a012\u2014Fair Value Measurements for a discussion of the valuation methodology. The enterprise fair value of the Domestic Theatres and International Theatres reporting units was less than their carrying values and goodwill impairment charges of $151.2 million and $5.6 million, respectively, were recorded as of September 30, 2020 for the Company\u2019s Domestic Theatres and International Theatres reporting units.
Due to the further delay or cancellation of film releases and the further suspension of operations in the International markets, the Company performed a Step 1 quantitative impairment test of the Domestic and International
reporting units as of December 31, 2020. In performing the Step 1 quantitative goodwill impairment test as of December 31, 2020, the Company used an enterprise value approach to measure fair value of the reporting units. See Note\u00a012\u2014Fair Value Measurements for a discussion of the valuation methodology. The enterprise fair value of the Domestic Theatres reporting unit was greater than its carrying value and the enterprise fair value of the International Theatre reporting unit was less than its carrying value. As a result, goodwill impairment charge of $405.3 million was recorded as of December 31, 2020 for the Company\u2019s International Theatres reporting unit. There is considerable management judgment with respect to cash flow estimates and discount rates to be used in determining fair value, which fall under Level 3 within the fair value measurement hierarchy. Given the nature of the Company\u2019s business and its recent history, future impairments are possible based upon business conditions, movie release dates, and attendance levels.
As of September 30, 2019 and based on recent sustained declines in the trading price of the Company\u2019s Class A common stock, the Company performed a quantitative goodwill impairment test of the Domestic and International reporting units as of September 30, 2019. In performing the quantitative goodwill impairment test as of September 30, 2019, the Company used an enterprise value approach to measure fair value of the reporting. The enterprise fair values of the Domestic Theatres and International Theatres reporting units exceeded their carrying values by approximately 9.9% and 11.8%, respectively. Accordingly, there was no goodwill impairment recorded as of September 30, 2019.
In accordance with ASC 350-20-35-30, the Company performed an assessment to determine whether there were any events or changes in circumstances that would warrant an interim ASC 350 impairment analysis as of December 31, 2019. Given the further decline in the Company\u2019s stock price during the fourth quarter of 2019, the Company performed a qualitative impairment test to evaluate whether it is more likely than not that the fair value of its two reporting units are less than their respective carrying amounts as of December 31, 2019. The Company compared its projected financial information and assumptions utilized in the quantitative analysis as of September 30, 2019 to the fourth quarter results noting operating performance is consistent with the projections and there have been no other changes which would impact management\u2019s conclusion that the fair values of its reporting units exceed their carrying values. The Company also observed that its estimated fair value of its corporate borrowings and finance lease obligations remained relatively consistent from September 30, 2019 to December 31, 2019, which represents approximately 80% of the Company\u2019s market enterprise value. The Company observed higher enterprise value control premiums for a recent acquisition agreement in its industry than those utilized for the market approach. In considering the totality of the aforementioned factors together with the excess of fair value over carrying value calculated in both its reporting units in the previous impairment test, the Company has concluded that it is not more likely than not that the fair values of its two reporting units have been reduced below their respective carrying amounts. As a result, the Company concluded that an interim quantitative impairment test as of December 31, 2019 was not required.
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"}]},{"name":"rpt:f-704","factDimensions":{"xbrl:concept":"us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Accounts Payable. Under the Company\u2019s cash management system, checks issued but not presented to banks frequently result in book overdraft balances for accounting purposes and are classified within accounts payable in the balance sheet. The change in book overdrafts are reported as a component of operating cash flows for accounts payable as they do not represent bank overdrafts. The amount of these checks included in accounts payable as of December\u00a031, 2020 and December\u00a031, 2019 was $1.8\u00a0million and $40.9\u00a0million, respectively.
"}]},{"name":"rpt:f-705","factDimensions":{"xbrl:concept":"us-gaap:BankAcceptancesExecutedAndOutstanding","xbrl:period":"2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"1800000","decimals":-5}]},{"name":"rpt:f-706","factDimensions":{"xbrl:concept":"us-gaap:BankAcceptancesExecutedAndOutstanding","xbrl:period":"2020-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"40900000","decimals":-5}]},{"name":"rpt:f-707","factDimensions":{"xbrl:concept":"us-gaap:LesseeLeasesPolicyTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Leases. The Company adopted ASC\u00a0842 on January\u00a01, 2019 using the modified retrospective transition method; and therefore, the comparative information has not been adjusted for the year ended 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\u2019s 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\u00a0years. 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 recorded 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\u2019s leases have remaining lease terms of approximately 1 year to 25\u00a0years, 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 recorded on a straight-line basis over the lease term.
The Company elected the practical expedient to not separate lease and non-lease components and also elected the short-term practical expedient for all leases that qualify. As a result, the Company will not recognize right-of-use assets or liabilities for short-term leases that qualify for the short-term practical expedient, but instead will recognize the lease payments as lease cost on a straight-line basis over the lease term. The Company\u2019s lease agreements do not contain residual value guarantees. Short-term leases and sublease arrangements are immaterial. Equipment leases primarily consist of food and beverage equipment.
"}]},{"name":"rpt:f-708","factDimensions":{"xbrl:concept":"us-gaap:LesseeOperatingLeaseTermOfContract","xbrl:period":"2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","srt:RangeAxis":"srt:MinimumMember"},"factValues":[{"value":"P12Y"}]},{"name":"rpt:f-709","factDimensions":{"xbrl:concept":"us-gaap:LesseeOperatingLeaseTermOfContract","xbrl:period":"2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","srt:RangeAxis":"srt:MaximumMember"},"factValues":[{"value":"P15Y"}]},{"name":"rpt:f-710","factDimensions":{"xbrl:concept":"us-gaap:LesseeOperatingLeaseRenewalTerm","xbrl:period":"2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"P20Y"}]},{"name":"rpt:f-711","factDimensions":{"xbrl:concept":"us-gaap:LesseeOperatingLeaseRemainingLeaseTerm","xbrl:period":"2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","srt:RangeAxis":"srt:MinimumMember"},"factValues":[{"value":"P1Y"}]},{"name":"rpt:f-712","factDimensions":{"xbrl:concept":"us-gaap:LesseeOperatingLeaseRemainingLeaseTerm","xbrl:period":"2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","srt:RangeAxis":"srt:MaximumMember"},"factValues":[{"value":"P25Y"}]},{"name":"rpt:f-713","factDimensions":{"xbrl:concept":"us-gaap:SaleLeasebackTransactionsPolicy","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Sale Leaseback Transactions. Prior to adopting ASC 842 on January 1, 2019, the Company deferred gains on sale leaseback transactions and amortized the gains over the remaining lease term. Losses on sale leaseback transactions were recorded at the time of sale if the fair value of the property sold is less than the net book value of the property. On June\u00a018, 2018, the Company completed the sale leaseback of the real estate assets associated with one theatre for proceeds, net of closing costs, of $50.1\u00a0million and the deferred gain on the sale was approximately $27.3\u00a0million. Upon adoption ASC 842 on January 1, 2019, the unamortized deferred gains related to sales leaseback transactions of $102.4\u00a0million were reclassified as a cumulative effect adjustment to accumulated deficit.
"}]},{"name":"rpt:f-714","factDimensions":{"xbrl:concept":"amch:NumberOfTheatresSold","xbrl:period":"2018-06-18T00:00:00/2018-06-19T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"amch:item"},"factValues":[{"value":"1"}]},{"name":"rpt:f-715","factDimensions":{"xbrl:concept":"us-gaap:SaleLeasebackTransactionNetProceedsInvestingActivities","xbrl:period":"2018-06-18T00:00:00/2018-06-19T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"50100000","decimals":-5}]},{"name":"rpt:f-716","factDimensions":{"xbrl:concept":"us-gaap:SaleLeasebackTransactionDeferredGainGross","xbrl:period":"2018-06-19T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"27300000","decimals":-5}]},{"name":"rpt:f-717","factDimensions":{"xbrl:concept":"us-gaap:SaleLeasebackTransactionDeferredGainGross","xbrl:period":"2019-01-02T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"102400000","decimals":-5}]},{"name":"rpt:f-718","factDimensions":{"xbrl:concept":"us-gaap:ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Impairment of Long-lived Assets. The Company reviews long-lived assets, including definite-lived intangibles and theatre assets (including operating lease right-of-use assets) whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be fully recoverable. The Company identifies impairments related to internal use software when management determines that the remaining carrying value of the software will not be realized through future use. The Company evaluates events or circumstances, including competition in the markets where it operates, that would indicate the carrying value of theatre assets may not be fully recoverable. If an event or circumstance is identified indicating carrying value may not be recoverable, the sum of future undiscounted cash flows is compared to the carrying value. If the carrying value exceeds the future undiscounted cash flows, the carrying value of the asset is reduced to fair value, with the difference recorded as an impairment charge. Assets are evaluated for impairment on an individual theatre basis, which management believes is the lowest level for which there are identifiable cash flows. The Company evaluates theatres using historical and projected data of theatre level cash flow as its primary indicator of potential impairment and considers the seasonality of its business when making these evaluations. The fair value of assets is determined as either the expected selling price less selling costs (where appropriate) or the present value of the estimated future cash flows, adjusted as necessary for market participant factors.
There is considerable management judgment necessary to determine the estimated future cash flows and fair values of the Company\u2019s theatres and other long-lived assets, and, accordingly, actual results could vary significantly from such estimates, which fall under Level\u00a03 within the fair value measurement hierarchy, see Note\u00a012\u2014Fair Value Measurements.
The following table summarizes the Company\u2019s assets that were impaired:
Year Ended | |||||||||
December\u00a031, | December\u00a031, | December\u00a031, | |||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | 2020 | \u00a0 | 2019 | 2018 | ||||
Impairment of long-lived assets | $ | 177.9 | $ | 84.3 | $ | 13.8 | |||
Impairment of definite-lived intangible assets | 14.4 | \u2014 | \u2014 | ||||||
Impairment of indefinite-lived intangible assets | 15.2 | \u2014 | \u2014 | ||||||
Impairment of goodwill (1) | 2,306.4 | \u2014 | \u2014 | ||||||
Impairment of long-lived assets, definite and indefinite-lived intangible assets and goodwill | 2,513.9 | 84.3 | 13.8 | ||||||
Impairment of equity method investments recorded in equity in earnings (loss) of non-consolidated entities | 8.6 | ||||||||
Impairment of other assets recorded in investment expense (income) | 15.9 | 3.6 | \u2014 | ||||||
Total impairment loss | $ | 2,538.4 | $ | 87.9 | $ | 13.8 |
| (1) | See Note 5\u2014Goodwill and Intangible Assets for information regarding goodwill impairment. |
During the year ended December 31, 2020, the Company recorded non-cash impairment of long-lived assets of $152.5 million on 101 theatres in the U.S. markets with 1,139 screens (in Alabama, Arizona, Arkansas, California, Colorado, District of Columbia, Florida, Georgia, Illinois, Indiana, Iowa, Kentucky, Massachusetts, Michigan, Minnesota, Missouri, Montana, Nebraska, New Hampshire, New Jersey, New York, North Carolina, North Dakota, Ohio, Oklahoma, Pennsylvania, South Dakota, Tennessee, Texas, Washington, Wisconsin and Wyoming) and $25.4 million on 37 theatres in the International markets with 340 screens (in Finland, Germany, Ireland, Italy, Norway, Portugal, Spain, Sweden, and UK), which were related to property, net and operating lease right-of-use assets, net. During the year ended December 31, 2020, the Company recorded impairment losses related to definite-lived intangible assets of $14.4 million in the U.S. markets. For indefinite-lived intangible asset, the Company recorded impairment charges related to the Odeon trade name of $12.5 million and Nordic trade names of $2.7 million during the year ended December 31, 2020. During the year ended December 31, 2020, the Company recorded impairment losses in the International markets related to equity method investments of $8.6 million in equity in (earnings) loss of non-consolidated entities. In addition, during the year ended December 31, 2020, the Company recorded impairment losses of $15.9 million within investment expense (income), related to equity interest investments without a readily determinable fair value accounted for under the cost method in the U.S. markets.
During the year ended December 31,\u00a02019, the Company recorded an impairment of long-lived assets loss of $76.6\u00a0million on 40 theatres in the U.S. markets with 512\u00a0screens and an impairment of long-lived assets loss of $7.7 million on 14\u00a0theatres with 148\u00a0screens in the International markets, which was related to property held and used, operating lease right-of-use assets, and a U.S. property held and not used in other long-term assets. In addition, the Company recorded an impairment loss of $3.6 million within investment expense (income), related to an equity interest investment without a readily determinable fair value accounted for under the cost method.
During the year ended December 31,\u00a02018, the Company recorded an impairment of long-lived assets loss of $13.8\u00a0million on 13 theatres in the U.S. markets with 150\u00a0screens and 15\u00a0theatres with 118\u00a0screens in the International markets which was related to property held and used.
"}]},{"name":"rpt:f-719","factDimensions":{"xbrl:concept":"us-gaap:DetailsOfImpairmentOfLongLivedAssetsHeldAndUsedByAssetTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Year Ended | |||||||||
December\u00a031, | December\u00a031, | December\u00a031, | |||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | 2020 | \u00a0 | 2019 | 2018 | ||||
Impairment of long-lived assets | $ | 177.9 | $ | 84.3 | $ | 13.8 | |||
Impairment of definite-lived intangible assets | 14.4 | \u2014 | \u2014 | ||||||
Impairment of indefinite-lived intangible assets | 15.2 | \u2014 | \u2014 | ||||||
Impairment of goodwill (1) | 2,306.4 | \u2014 | \u2014 | ||||||
Impairment of long-lived assets, definite and indefinite-lived intangible assets and goodwill | 2,513.9 | 84.3 | 13.8 | ||||||
Impairment of equity method investments recorded in equity in earnings (loss) of non-consolidated entities | 8.6 | ||||||||
Impairment of other assets recorded in investment expense (income) | 15.9 | 3.6 | \u2014 | ||||||
Total impairment loss | $ | 2,538.4 | $ | 87.9 | $ | 13.8 |
| (1) | See Note 5\u2014Goodwill and Intangible Assets for information regarding goodwill impairment. |
Foreign Currency Translation. Operations outside the United States are generally measured using the local currency as the functional currency. Assets and liabilities are translated at the rates of exchange at the balance sheet date. Income and expense items are translated at average rates of exchange. The resultant translation adjustments are included in foreign currency translation adjustment, a separate component of accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions are included in net earnings (loss), except those intercompany transactions of a long-term investment nature, and also the Company\u2019s \u00a34.0\u00a0million, 6.375% Senior Subordinated Notes due 2024, which have been designated as a non-derivative net investment hedge of the Company\u2019s investment in Odeon and UCI Cinemas Holdings Limited (\u201cOdeon\u201d). If the Company substantially liquidates its investment in a foreign entity, any gain or loss on currency translation or transaction balance recorded in accumulated other comprehensive loss is recorded as part of a gain or loss on disposition.
"}]},{"name":"rpt:f-759","factDimensions":{"xbrl:concept":"us-gaap:DebtInstrumentFaceAmount","xbrl:period":"2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:GBP","us-gaap:DebtInstrumentAxis":"amch:SeniorSubordinatedNotes6.375PercentDue2024Member"},"factValues":[{"value":"4000000.0","decimals":-5}]},{"name":"rpt:f-760","factDimensions":{"xbrl:concept":"us-gaap:DebtInstrumentInterestRateStatedPercentage","xbrl:period":"2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","us-gaap:DebtInstrumentAxis":"amch:SeniorSubordinatedNotes6.375PercentDue2024Member"},"factValues":[{"value":"0.06375","decimals":5}]},{"name":"rpt:f-761","factDimensions":{"xbrl:concept":"amch:EmployeeBenefitPlansPolicyTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Employee Benefit Plans. The Company sponsors frozen non-contributory qualified and non-qualified defined benefit pension plans in the U.S., frozen defined benefit pension plans in the U.K., and a defined benefit pension plan in Sweden that is not frozen. The Company also sponsors a postretirement deferred compensation plan and a defined contribution plan.
The following table sets forth the plans\u2019 benefit obligations and plan assets and the accrued liability for benefit costs included in the consolidated balance sheets:
U.S. Pension Benefits | International Pension Benefits | |||||||||||
Year Ended | Year Ended | |||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | ||||
Aggregated projected benefit obligation at end of period (1) | $ | (123.9) | $ | (115.9) | $ | (133.1) | $ | (120.5) | ||||
Aggregated fair value of plan assets at end of period | \u00a0 | 84.2 | \u00a0 | 76.3 | \u00a0 | 128.7 | \u00a0 | 119.4 | ||||
Net liability for benefit cost - funded status | $ | (39.7) | $ | (39.6) | $ | (4.4) | $ | (1.1) |
| (1) | At December 31, 2020 and December 31, 2019, U.S. aggregated accumulated benefit obligations were $123.9 million and $115.9 million, respectively, and international aggregated accumulated benefit obligations were $129.5 million and $117.2 million, respectively. |
The Company expects to contribute $3.7 million to the U.S. pension plans, during the calendar year 2021. The Company intends to make future cash contributions to the plans in an amount necessary to meet minimum funding requirements according to applicable benefit plan regulations.
The weighted-average assumptions used to determine benefit obligations are as follows:
U.S. Pension Benefits | International Pension Benefits | |||||||
December 31, 2020 | December 31, 2019 | December 31, 2020 | December 31, 2019 | |||||
Discount rate | \u00a0 | 2.26% | 3.07% | 1.78% | 1.97% | |||
Rate of compensation increase | \u00a0 | N/A | N/A | 2.29% | 2.27% |
The weighted-average assumptions used to determine net periodic benefit cost are as follows:
U.S. Pension Benefits | International Pension Benefits | |||||||||||
Year Ended | Year Ended | |||||||||||
December 31, | December 31, | December 31, | December 31, | December 31, | December 31, | |||||||
\u00a0\u00a0\u00a0\u00a0 | 2020 | \u00a0\u00a0\u00a0\u00a0 | 2019 | \u00a0\u00a0\u00a0\u00a0 | 2018 | \u00a0\u00a0\u00a0\u00a0 | 2020 | \u00a0\u00a0\u00a0\u00a0 | 2019 | \u00a0\u00a0\u00a0\u00a0 | 2018 | |
Discount rate | \u00a0 | 3.07% | 4.12% | 3.42% | 1.97% | 2.86% | 2.58% | |||||
Weighted average expected long-term return on plan assets | \u00a0 | 6.70% | 6.70% | 7.00% | 2.15% | 2.99% | 2.86% | |||||
Rate of compensation increase | \u00a0 | N/A | N/A | N/A | 2.27% | 2.19% | 2.19% |
The offset to the pension liability is recorded in equity as a component of accumulated other comprehensive (income) loss. For further information, see Note 14\u2014Accumulated Other Comprehensive Income (Loss) for pension amounts and activity recorded in accumulated other comprehensive income.
For the years ended December 31, 2020, December 31, 2019, and December 31, 2018, net periodic benefit costs were $1.8 million, $1.7 million, and $1.1 million, respectively. The service cost component of net periodic benefit costs is recorded in general and administrative other and the non-operating component is recorded in other expense (income) in the consolidated statements of operations.
The following table provides the benefits expected to be paid in each of the next five years, and in the aggregate for the five years thereafter:
(In millions) | U.S. Pension Benefits | International Pension Benefits | ||||
2021 | $ | 4.7 | $ | 3.3 | ||
2022 | \u00a0 | 5.4 | 3.4 | |||
2023 | \u00a0 | 4.8 | 3.5 | |||
2024 | \u00a0 | 5.2 | 3.6 | |||
2025 | \u00a0 | 5.3 | 3.7 | |||
Years 2026 - 2030 | \u00a0 | 28.9 | 19.9 |
The Company\u2019s investment objectives for its U.S. defined benefit pension plan investments are: (1)\u00a0to preserve the value of its principal; (2)\u00a0to maximize a real long-term return with respect to the plan assets consistent with minimizing risk; (3)\u00a0to achieve and maintain adequate asset coverage for accrued benefits under the plan; and (4)\u00a0to maintain sufficient liquidity for payment of the plan obligations and expenses. The Company uses a diversified allocation of equity, debt, commodity and real estate exposures that are customized to the plan\u2019s cash flow benefit needs. A weighted average targeted allocation percentage is assigned to each asset class as follows: U.S. equity securities of 43%, fixed including U.S. treasury securities and bond market funds of 27%, international equity securities of 23%, and private real estate of 7%. The international pension benefit plans do not have an established asset target allocation.
Investments in the pension plan assets are measured at fair value on a recurring basis. As of December 31, 2020, for the U.S. investment portfolio, 95% were valued using the net asset value per share (or its equivalent) as a practical expedient and 5% of the investment included pooled separate accounts valued using market prices for the underlying instruments that were observable in the market or could be derived by observable market data from independent external valuation information (Level 2 of the fair value hierarchy). As of December 31, 2020, for the International investment portfolio 2% consisting of cash and equivalents was valued using quoted market prices from actively traded markets (Level 1 of the fair value hierarchy), 37% included pooled separate accounts and collective trust funds valued using market prices for the underlying instruments that were observable in the market or could be derived by observable market data from independent external valuation information (Level 2 of the fair value hierarchy), and 61% were valued using the net asset value per share (or its equivalent) as a practical expedient.
Under the defined contribution plan, the Company sponsors a voluntary 401(k) savings plan covering certain U.S. employees age 21 or older and who are not covered by a collective bargaining agreement. Under the Company\u2019s 401(k) Savings Plan, except during the 2020 furlough period, the Company matched 100% of each eligible employee\u2019s elective contributions up to 3% and 50% of contributions up to 5% of the employee\u2019s eligible compensation.
"}]},{"name":"rpt:f-762","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfBenefitObligationsInExcessOfFairValueOfPlanAssetsTableTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"U.S. Pension Benefits | International Pension Benefits | |||||||||||
Year Ended | Year Ended | |||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | ||||
Aggregated projected benefit obligation at end of period (1) | $ | (123.9) | $ | (115.9) | $ | (133.1) | $ | (120.5) | ||||
Aggregated fair value of plan assets at end of period | \u00a0 | 84.2 | \u00a0 | 76.3 | \u00a0 | 128.7 | \u00a0 | 119.4 | ||||
Net liability for benefit cost - funded status | $ | (39.7) | $ | (39.6) | $ | (4.4) | $ | (1.1) |
| (1) | At December 31, 2020 and December 31, 2019, U.S. aggregated accumulated benefit obligations were $123.9 million and $115.9 million, respectively, and international aggregated accumulated benefit obligations were $129.5 million and $117.2 million, respectively. |
The weighted-average assumptions used to determine benefit obligations are as follows:
U.S. Pension Benefits | International Pension Benefits | |||||||
December 31, 2020 | December 31, 2019 | December 31, 2020 | December 31, 2019 | |||||
Discount rate | \u00a0 | 2.26% | 3.07% | 1.78% | 1.97% | |||
Rate of compensation increase | \u00a0 | N/A | N/A | 2.29% | 2.27% |
The weighted-average assumptions used to determine net periodic benefit cost are as follows:
U.S. Pension Benefits | International Pension Benefits | |||||||||||
Year Ended | Year Ended | |||||||||||
December 31, | December 31, | December 31, | December 31, | December 31, | December 31, | |||||||
\u00a0\u00a0\u00a0\u00a0 | 2020 | \u00a0\u00a0\u00a0\u00a0 | 2019 | \u00a0\u00a0\u00a0\u00a0 | 2018 | \u00a0\u00a0\u00a0\u00a0 | 2020 | \u00a0\u00a0\u00a0\u00a0 | 2019 | \u00a0\u00a0\u00a0\u00a0 | 2018 | |
Discount rate | \u00a0 | 3.07% | 4.12% | 3.42% | 1.97% | 2.86% | 2.58% | |||||
Weighted average expected long-term return on plan assets | \u00a0 | 6.70% | 6.70% | 7.00% | 2.15% | 2.99% | 2.86% | |||||
Rate of compensation increase | \u00a0 | N/A | N/A | N/A | 2.27% | 2.19% | 2.19% |
(In millions) | U.S. Pension Benefits | International Pension Benefits | ||||
2021 | $ | 4.7 | $ | 3.3 | ||
2022 | \u00a0 | 5.4 | 3.4 | |||
2023 | \u00a0 | 4.8 | 3.5 | |||
2024 | \u00a0 | 5.2 | 3.6 | |||
2025 | \u00a0 | 5.3 | 3.7 | |||
Years 2026 - 2030 | \u00a0 | 28.9 | 19.9 |
Income and Operating Taxes. The Company accounts for income taxes in accordance with ASC\u00a0740-10. Under ASC\u00a0740-10, deferred income tax effects of transactions reported in different periods for financial reporting and income tax return purposes are recorded by the asset and liability method. This method gives consideration to the future tax consequences of deferred income or expense items and recognizes changes in income tax laws in the period of enactment.
Holdings and its domestic subsidiaries file a consolidated U.S. federal income tax return and combined income tax returns in certain state jurisdictions. Foreign subsidiaries file income tax returns in foreign jurisdictions. Income taxes are determined based on separate Company computations of income or loss. Tax sharing arrangements are in place and utilized when tax benefits from affiliates in the consolidated group are used to offset what would otherwise be taxable income generated by Holdings or another affiliate.
"}]},{"name":"rpt:f-833","factDimensions":{"xbrl:concept":"amch:CasualtyInsurancePolicyTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Casualty Insurance. The Company is self-insured for general liability up to $1.0\u00a0million per occurrence and carries a $0.5\u00a0million deductible limit per occurrence for workers\u2019 compensation claims. The Company utilizes actuarial projections of its ultimate losses to calculate its reserves and expense. The actuarial method includes an allowance for adverse developments on known claims and an allowance for claims which have been incurred but which have not yet been reported. As of December\u00a031, 2020 and December\u00a031, 2019, the Company recorded casualty insurance reserves of $32.7\u00a0million and $29.4\u00a0million. The Company recorded expenses related to general liability and workers\u2019 compensation claims of $32.8\u00a0million, $32.6\u00a0million, and $25.1\u00a0million for the years ended December\u00a031, 2020, December\u00a031, 2019, and December\u00a031, 2018, respectively. Casualty insurance expense is recorded in operating expense.
"}]},{"name":"rpt:f-834","factDimensions":{"xbrl:concept":"amch:GeneralLiabilitySelfInsuredAmountPerOccurrence","xbrl:period":"2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"1000000.0","decimals":-5}]},{"name":"rpt:f-835","factDimensions":{"xbrl:concept":"amch:GeneralLiabilitySelfInsuredDeductibleLimitPerOccurrence","xbrl:period":"2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"500000","decimals":-5}]},{"name":"rpt:f-836","factDimensions":{"xbrl:concept":"us-gaap:SelfInsuranceReserve","xbrl:period":"2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"32700000","decimals":-5}]},{"name":"rpt:f-837","factDimensions":{"xbrl:concept":"us-gaap:SelfInsuranceReserve","xbrl:period":"2020-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"29400000","decimals":-5}]},{"name":"rpt:f-838","factDimensions":{"xbrl:concept":"amch:GeneralLiabilityAndWorkersCompensationExpense","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"32800000","decimals":-5}]},{"name":"rpt:f-839","factDimensions":{"xbrl:concept":"amch:GeneralLiabilityAndWorkersCompensationExpense","xbrl:period":"2019-01-01T00:00:00/2020-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"32600000","decimals":-5}]},{"name":"rpt:f-840","factDimensions":{"xbrl:concept":"amch:GeneralLiabilityAndWorkersCompensationExpense","xbrl:period":"2018-01-01T00:00:00/2019-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"25100000","decimals":-5}]},{"name":"rpt:f-841","factDimensions":{"xbrl:concept":"amch:OtherExpensePolicyTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Other Expense (Income): The following table sets forth the components of other expense (income):
Year Ended | |||||||||
December\u00a031, | |||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | 2020 | \u00a0\u00a0\u00a0\u00a0 | 2019 | \u00a0\u00a0\u00a0\u00a0 | 2018 | |||
Derivative liability fair value adjustment for embedded conversion feature in the Convertible Notes | $ | 89.4 | $ | (23.5) | $ | (66.4) | |||
Derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement | 19.6 | 17.7 | (45.0) | ||||||
Business interruption insurance recoveries | (0.5) | (1.1) | (0.4) | ||||||
Credit losses related to contingent lease guarantees | 15.0 | \u2014 | \u2014 | ||||||
Governmental assistance due to COVID-19 | (38.6) | \u2014 | \u2014 | ||||||
Loss on Pound sterling forward contract | \u2014 | 0.9 | 0.4 | ||||||
Foreign currency transactions losses | (2.8) | 1.5 | 1.4 | ||||||
Non-operating components of net periodic benefit cost | 1.1 | 1.2 | 0.8 | ||||||
Loss on repayment of indebtedness | \u2014 | 16.6 | \u2014 | ||||||
Gain on extinguishment Second Lien Notes due 2026 | (93.6) | \u2014 | \u2014 | ||||||
Financing fees related to modification of debt | 39.3 | \u2014 | 0.4 | ||||||
Other | \u00a0 | \u2014 | \u00a0 | 0.1 | 0.7 | ||||
Other expense (income) | $ | 28.9 | $ | 13.4 | $ | (108.1) |
Year Ended | |||||||||
December\u00a031, | |||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | 2020 | \u00a0\u00a0\u00a0\u00a0 | 2019 | \u00a0\u00a0\u00a0\u00a0 | 2018 | |||
Derivative liability fair value adjustment for embedded conversion feature in the Convertible Notes | $ | 89.4 | $ | (23.5) | $ | (66.4) | |||
Derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement | 19.6 | 17.7 | (45.0) | ||||||
Business interruption insurance recoveries | (0.5) | (1.1) | (0.4) | ||||||
Credit losses related to contingent lease guarantees | 15.0 | \u2014 | \u2014 | ||||||
Governmental assistance due to COVID-19 | (38.6) | \u2014 | \u2014 | ||||||
Loss on Pound sterling forward contract | \u2014 | 0.9 | 0.4 | ||||||
Foreign currency transactions losses | (2.8) | 1.5 | 1.4 | ||||||
Non-operating components of net periodic benefit cost | 1.1 | 1.2 | 0.8 | ||||||
Loss on repayment of indebtedness | \u2014 | 16.6 | \u2014 | ||||||
Gain on extinguishment Second Lien Notes due 2026 | (93.6) | \u2014 | \u2014 | ||||||
Financing fees related to modification of debt | 39.3 | \u2014 | 0.4 | ||||||
Other | \u00a0 | \u2014 | \u00a0 | 0.1 | 0.7 | ||||
Other expense (income) | $ | 28.9 | $ | 13.4 | $ | (108.1) |
Accounting Pronouncements Recently Adopted
Financial Instruments. In June 2016, the Financial Accounting Standards Board (\u201cFASB\u201d) issued Accounting Standards Update (\u201cASU\u201d) No. 2016-13, Financial Instruments \u2013 Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (\u201cASU\u00a02016-13\u201d), 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\u00a02016-13 was effective for the Company in the first quarter of 2020. The Company recorded the cumulative effect upon adoption of the new standard related to credit losses for contingent lease guarantees of $16.9 million. See Note 11\u2014Commitments and Contingencies for further information regarding contingent lease guarantees. The adoption impact on the Company\u2019s allowance for estimated uncollectible receivables was immaterial as of January 1, 2020 and December 31, 2020. The cumulative effect of adoption was recorded to accumulated deficit under the modified retrospective adoption method.
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 (\u201cASU 2018-13\u201d), 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 were effective for the Company in the first quarter of 2020. See Note\u00a012\u2014Fair Value Measurements for the required disclosures for Level 3 fair value measurements.
Cloud Computing Arrangement. In August 2018, the FASB issued ASU 2018-15, Intangibles\u2013Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer\u2019s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (\u201cASU 2018-15\u201d). 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\u00a0350-40 to determine which implementation, setup, and other upfront costs to capitalize as assets or expense as incurred. ASU 2018-15 was effective for the Company in the first quarter of 2020. 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\u00a0250-10-45. The Company adopted ASU 2018-15 prospectively and the adoption of ASU 2018-15 did not have a material impact on the Company\u2019s consolidated financial statements and related disclosures.
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 (\u201cASU 2019-12\u201d), 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. The Company is currently evaluating the effect that ASU 2019-12 will have on its consolidated financial statements and the applicable adoption method to be utilized.
"}]},{"name":"rpt:f-872","factDimensions":{"xbrl:concept":"us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest","xbrl:period":"2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","us-gaap:AdjustmentsForNewAccountingPronouncementsAxis":"us-gaap:AccountingStandardsUpdate201613Member"},"factValues":[{"value":"16900000","decimals":-5}]},{"name":"rpt:f-873","factDimensions":{"xbrl:concept":"us-gaap:RevenueFromContractWithCustomerTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"NOTE 2\u2014REVENUE RECOGNITION
Disaggregation of Revenue. Revenue is disaggregated in the following tables by major revenue types and by timing of revenue recognition:
Year Ended | |||||||||
(In millions) | December\u00a031,\u00a02020 | December\u00a031,\u00a02019 | December\u00a031,\u00a02018 | ||||||
Major revenue types | |||||||||
Admissions | $ | 712.1 | $ | 3,301.3 | $ | 3,385.0 | |||
Food and beverage | 362.4 | 1,719.6 | 1,671.5 | ||||||
Other theatre: | |||||||||
Advertising | 80.5 | 143.0 | 142.2 | ||||||
Other theatre | 87.4 | 307.1 | 262.1 | ||||||
Other theatre | 167.9 | 450.1 | 404.3 | ||||||
Total revenues | $ | 1,242.4 | $ | 5,471.0 | $ | 5,460.8 |
Year Ended | |||||||||
(In millions) | December\u00a031,\u00a02020 | December\u00a031,\u00a02019 | December\u00a031,\u00a02018 | ||||||
Timing of revenue recognition | |||||||||
Products and services transferred at a point in time | $ | 1,086.0 | $ | 5,071.0 | $ | 5,218.7 | |||
Products and services transferred over time(1) | 156.4 | 400.0 | 242.1 | ||||||
Total revenues | $ | 1,242.4 | $ | 5,471.0 | $ | 5,460.8 |
| (1) | Amounts primarily include subscription and advertising revenues. |
The following tables provide the balances of receivables and deferred revenue income:
(In millions) | December\u00a031,\u00a02020 | December 31, 2019 | ||||
Current assets | ||||||
Receivables related to contracts with customers | $ | 23.1 | $ | 160.3 | ||
Miscellaneous receivables | 67.9 | 93.9 | ||||
Receivables, net | $ | 91.0 | $ | 254.2 |
(In millions) | December\u00a031,\u00a02020 | December 31, 2019 | ||||
Current liabilities | ||||||
Deferred revenue related to contracts with customers | $ | 400.6 | $ | 447.1 | ||
Miscellaneous deferred income | 4.8 | 2.1 | ||||
Deferred revenue and income | $ | 405.4 | $ | 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, 2018 | $ | 412.8 | |
Cash received in advance (1) | 457.1 | ||
Customer loyalty rewards accumulated, net of expirations: | |||
Admission revenues (2) | 29.4 | ||
Food and beverage (2) | 69.7 | ||
Other theatre (2) | 2.8 | ||
Reclassification to revenue as the result of performance obligations satisfied: | |||
Admission revenues (3) | (307.8) | ||
Food and beverage (3) | (116.7) | ||
Other theatre (4) | (95.6) | ||
Disposition of Austria theatres | (1.2) | ||
Foreign currency translation adjustment | (3.4) | ||
Balance December 31, 2019 | $ | 447.1 | |
Cash received in advance (1) | 110.8 | ||
Customer loyalty rewards accumulated, net of expirations: | |||
Admission revenues (2) | 8.4 | ||
Food and beverage (2) | 15.0 | ||
Reclassification to revenue as the result of performance obligations satisfied: | |||
Admission revenues (3) | (118.5) | ||
Food and beverage (3) | (32.0) | ||
Other theatre (4) | (33.8) | ||
Foreign currency translation adjustment | 3.6 | ||
Balance December 31, 2020 | $ | 400.6 |
| (1) | Includes movie tickets, food and beverage, gift cards, exchange tickets, and AMC Stubs\u00ae loyalty membership fees. |
| (2) | Amount of rewards accumulated, net of expirations, that are attributed to AMC Stubs\u00ae and other loyalty programs. |
| (3) | Amount of rewards redeemed that are attributed to gift cards, exchange tickets, movie tickets, AMC Stubs\u00ae 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\u00ae loyalty membership fees and other loyalty programs. |
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 were temporarily suspended. As the Company reopened theatres during the three months ended September 30, 2020, A-list members had the option to reactivate their subscription, which restarted the monthly charge for the program. The Company resumed the recognition of deferred revenues related to certain loyalty programs, gift cards and exchange tickets as operations resumed.
The significant changes to contract liabilities included in the exhibitor services agreement (\u201cESA\u201d), classified as long-term liabilities in the consolidated balance sheets, are as follows:
Exhibitor Services | |||
(In millions) | Agreement | ||
Balance December 31, 2018 | $ | 564.0 | |
Common Unit Adjustment\u2013additions of common units (1) | 1.4 | ||
Reclassification of the beginning balance to other theatre revenue, as the result of performance obligations satisfied | (15.7) | ||
Balance December 31, 2019 | $ | 549.7 | |
Common Unit Adjustment\u2013additions of common units (1) | 4.8 | ||
Reclassification of the beginning balance to other theatre revenue, as the result of performance obligations satisfied | (16.9) | ||
Balance December 31, 2020 | $ | 537.6 |
| (1) | Represents the fair value amount of the NCM common units that were surrendered due to the annual Common Unit Adjustment. 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 ESA ending in February\u00a02037. |
Transaction Price Allocated to the Remaining Performance Obligations: The following table includes the amount of NCM ESA, included in exhibitor services agreement in the Company\u2019s consolidated balance sheets, that is expected to be recognized as revenues in the future related to performance obligations that are unsatisfied as of December\u00a031, 2020:
(In millions) | Exhibitor Services Agreement | ||
Year Ended 2021 | $ | 18.1 | |
Year Ended 2022 | 19.5 | ||
Year Ended 2023 | 21.0 | ||
Year Ended 2024 | 22.6 | ||
Year Ended 2025 | 24.3 | ||
Years Ended 2026 through February 2037 | 432.1 | ||
Total | $ | 537.6 |
Gift cards and exchange tickets. The total amount of non-redeemed gift cards and exchange tickets included in deferred revenues and income as of December\u00a031, 2020 was $319.7\u00a0million. 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.
Loyalty programs. As of December\u00a031, 2020, the amount of deferred revenue allocated to the loyalty programs included in deferred revenues and income was $67.0\u00a0million. The earned points will be recognized as revenue as the points are redeemed, which is estimated to occur over the next 24 months. The AMC Stubs PremiereTM 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.
"}]},{"name":"rpt:f-874","factDimensions":{"xbrl:concept":"us-gaap:DisaggregationOfRevenueTableTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Year Ended | |||||||||
(In millions) | December\u00a031,\u00a02020 | December\u00a031,\u00a02019 | December\u00a031,\u00a02018 | ||||||
Major revenue types | |||||||||
Admissions | $ | 712.1 | $ | 3,301.3 | $ | 3,385.0 | |||
Food and beverage | 362.4 | 1,719.6 | 1,671.5 | ||||||
Other theatre: | |||||||||
Advertising | 80.5 | 143.0 | 142.2 | ||||||
Other theatre | 87.4 | 307.1 | 262.1 | ||||||
Other theatre | 167.9 | 450.1 | 404.3 | ||||||
Total revenues | $ | 1,242.4 | $ | 5,471.0 | $ | 5,460.8 |
Year Ended | |||||||||
(In millions) | December\u00a031,\u00a02020 | December\u00a031,\u00a02019 | December\u00a031,\u00a02018 | ||||||
Timing of revenue recognition | |||||||||
Products and services transferred at a point in time | $ | 1,086.0 | $ | 5,071.0 | $ | 5,218.7 | |||
Products and services transferred over time(1) | 156.4 | 400.0 | 242.1 | ||||||
Total revenues | $ | 1,242.4 | $ | 5,471.0 | $ | 5,460.8 |
| (1) | Amounts primarily include subscription and advertising revenues. |
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(In millions) | December\u00a031,\u00a02020 | December 31, 2019 | ||||
Current assets | ||||||
Receivables related to contracts with customers | $ | 23.1 | $ | 160.3 | ||
Miscellaneous receivables | 67.9 | 93.9 | ||||
Receivables, net | $ | 91.0 | $ | 254.2 |
(In millions) | December\u00a031,\u00a02020 | December 31, 2019 | ||||
Current liabilities | ||||||
Deferred revenue related to contracts with customers | $ | 400.6 | $ | 447.1 | ||
Miscellaneous deferred income | 4.8 | 2.1 | ||||
Deferred revenue and income | $ | 405.4 | $ | 449.2 |
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Deferred Revenues | |||
Related to Contracts | |||
(In millions) | with Customers | ||
Balance December 31, 2018 | $ | 412.8 | |
Cash received in advance (1) | 457.1 | ||
Customer loyalty rewards accumulated, net of expirations: | |||
Admission revenues (2) | 29.4 | ||
Food and beverage (2) | 69.7 | ||
Other theatre (2) | 2.8 | ||
Reclassification to revenue as the result of performance obligations satisfied: | |||
Admission revenues (3) | (307.8) | ||
Food and beverage (3) | (116.7) | ||
Other theatre (4) | (95.6) | ||
Disposition of Austria theatres | (1.2) | ||
Foreign currency translation adjustment | (3.4) | ||
Balance December 31, 2019 | $ | 447.1 | |
Cash received in advance (1) | 110.8 | ||
Customer loyalty rewards accumulated, net of expirations: | |||
Admission revenues (2) | 8.4 | ||
Food and beverage (2) | 15.0 | ||
Reclassification to revenue as the result of performance obligations satisfied: | |||
Admission revenues (3) | (118.5) | ||
Food and beverage (3) | (32.0) | ||
Other theatre (4) | (33.8) | ||
Foreign currency translation adjustment | 3.6 | ||
Balance December 31, 2020 | $ | 400.6 |
| (1) | Includes movie tickets, food and beverage, gift cards, exchange tickets, and AMC Stubs\u00ae loyalty membership fees. |
| (2) | Amount of rewards accumulated, net of expirations, that are attributed to AMC Stubs\u00ae and other loyalty programs. |
| (3) | Amount of rewards redeemed that are attributed to gift cards, exchange tickets, movie tickets, AMC Stubs\u00ae 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\u00ae loyalty membership fees and other loyalty programs. |
Exhibitor Services | |||
(In millions) | Agreement | ||
Balance December 31, 2018 | $ | 564.0 | |
Common Unit Adjustment\u2013additions of common units (1) | 1.4 | ||
Reclassification of the beginning balance to other theatre revenue, as the result of performance obligations satisfied | (15.7) | ||
Balance December 31, 2019 | $ | 549.7 | |
Common Unit Adjustment\u2013additions of common units (1) | 4.8 | ||
Reclassification of the beginning balance to other theatre revenue, as the result of performance obligations satisfied | (16.9) | ||
Balance December 31, 2020 | $ | 537.6 |
| (1) | Represents the fair value amount of the NCM common units that were surrendered due to the annual Common Unit Adjustment. 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 ESA ending in February\u00a02037. |
(In millions) | Exhibitor Services Agreement | ||
Year Ended 2021 | $ | 18.1 | |
Year Ended 2022 | 19.5 | ||
Year Ended 2023 | 21.0 | ||
Year Ended 2024 | 22.6 | ||
Year Ended 2025 | 24.3 | ||
Years Ended 2026 through February 2037 | 432.1 | ||
Total | $ | 537.6 |
NOTE 3\u2014LEASES
The Company adopted ASC\u00a0842 on January\u00a01, 2019 using the modified retrospective transition method; and therefore, the comparative information has not been adjusted for the year ended December 31, 2018.
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 certain at the lease commencement 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 is the impact of the adoption of ASC 842 on the Company\u2019s consolidated statement of operations for the year ended December 31, 2019:
Year Ended December 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) | $ | 851.3 | $ | 69.5 | $ | 47.0 | $ | 967.8 | ||||
Depreciation and amortization (2)(3) | 546.0 | (53.6) | (42.4) | 450.0 | ||||||||
Operating costs and expenses | 5,314.5 | 15.9 | 4.6 | 5,335.0 | ||||||||
Operating income | 156.5 | (15.9) | (4.6) | 136.0 | ||||||||
Other expense (income) | ||||||||||||
Interest expense: | ||||||||||||
Capital and financing lease obligations (1) | 35.2 | (13.2) | (14.4) | 7.6 | ||||||||
Net loss | (156.2) | (2.7) | 9.8 | (149.1) |
| (1) | Cash rent payments for build-to-suit failed sale leasebacks of $44.0 million and $39.6 million for U.S. markets and International markets, respectively, are accounted for as operating leases under ASC 842 that were previously accounted for as financing leases under ASC 840. |
| (2) | Non-cash amortization expense for favorable lease terms of $18.3 million and $7.4 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 $7.2 million for U.S. markets is eliminated upon adoption of ASC 842. |
The Company received, or is in process of negotiating, rent concessions provided by the lessors that aided, or will aid, in mitigating the economic effects of COVID-19. These concessions primarily consist of rent abatements and the deferral of rent payments. In instances where there were no substantive changes to the lease terms, i.e., modifications that resulted in total payments of the modified lease being substantially the same or less than the total payments of the existing lease, the Company elected the relief as provided by the FASB staff related to the accounting for certain lease concessions. The Company elected not to account for these concessions as a lease modification, and therefore the Company has remeasured the related lease liability and right of use asset but did not reassess the lease classification or change the discount rate to the current rate in effect upon the remeasurement. The deferred payment amounts have been recorded in the Company\u2019s lease liabilities to reflect the change in the timing of payments. The deferred payment amounts included in current maturities of operating lease liabilities and long-term operating lease liabilities are reflected in the consolidated statements of cash flows as part of the change in accrued expenses and other liabilities. Those leases that did not meet the criteria for treatment under the FASB relief were evaluated as lease modifications. The deferred payment amounts included in accounts payable for contractual rent amounts due and not paid are reflected in the consolidated statements of cash flows as part of the change in accounts payable. In addition, the Company included deferred lease payments in operating lease right-of-use assets as a result of lease remeasurements.
A summary of deferred payment amounts related to rent obligations for which payments have been deferred to 2021 and future years are provided below:
December 31, | |||
(In millions) | 2020 | ||
Fixed operating lease deferred amounts included in: | |||
Right-of-use assets as a result of lease remeasurements | $ | 120.9 | |
Accounts payables-contractual rent payments due and not paid | 138.5 | ||
Current maturities of operating lease liabilities | 67.5 | ||
Long-term operating lease liabilities | 57.0 | ||
Finance lease deferred amounts included in: | |||
Property, net, as a result of lease remeasurements | 2.1 | ||
Accounts payables-contractual rent payments due and not paid | 0.5 | ||
Current maturities of finance lease liabilities-other | 3.0 | ||
Long-term finance lease liabilities-other | 4.6 | ||
Long-term finance lease liabilities | 2.6 | ||
Variable lease deferred amounts included in: | |||
Accounts payables-contractual rent payments due and not paid | 15.8 | ||
Current maturities of operating lease liabilities-resolution of contingencies | 9.1 | ||
Long-term operating lease liabilities-resolution of contingencies | 28.4 | ||
Total deferred lease amounts | $ | 450.0 |
The following table reflects the lease costs for the year ended December\u00a031, 2020 and December 31, 2019:
Year Ended | ||||||||
Consolidated Statement | December\u00a031, | December\u00a031, | ||||||
(In millions) | of Operations | 2020 | 2019 | |||||
Operating lease cost | ||||||||
Theatre properties | Rent | $ | 813.7 | $ | 876.0 | |||
Theatre properties | Operating expense | 2.8 | 9.1 | |||||
Equipment | Operating expense | 14.6 | 14.4 | |||||
Office and other | General and administrative: other | 5.4 | 5.5 | |||||
Finance lease cost | ||||||||
Amortization of finance lease assets | Depreciation and amortization | 6.7 | 9.2 | |||||
Interest expense on lease liabilities | Finance lease obligations | 5.9 | 7.6 | |||||
Variable lease cost | ||||||||
Theatre properties | Rent | 70.4 | 91.8 | |||||
Equipment | Operating expense | 6.4 | 56.3 | |||||
Total lease cost | $ | 925.9 | $ | 1,069.9 |
The following table represents the weighted-average remaining lease term and discount rate as of December\u00a031, 2020:
As of December 31, 2020 | ||||||
Weighted Average | Weighted Average | |||||
Remaining | Discount | |||||
Lease Term and Discount Rate | Lease Term (years) | Rate | ||||
Operating leases | 10.4 | 9.8% | ||||
Finance leases | 12.9 | 6.9% |
Cash flow and supplemental information is presented below:
Year Ended | ||||||
December 31, | December 31, | |||||
(In millions) | 2020 | 2019 | ||||
Cash paid for amounts included in the measurement of lease liabilities: | ||||||
Operating cash flows used in finance leases | $ | (3.2) | $ | (7.6) | ||
Operating cash flows used in operating leases | (446.5) | (941.6) | ||||
Financing cash flows used in finance leases | (6.2) | (10.9) | ||||
Landlord contributions: | ||||||
Operating cashflows provided by operating leases | 43.6 | 106.5 | ||||
Supplemental disclosure of noncash leasing activities: | ||||||
Right-of-use assets obtained in exchange for new operating lease liabilities (1) | 201.5 | 463.2 |
| (1) | Includes lease extensions and an option exercises. |
Minimum annual payments required under existing operating and finance leases and the net present value thereof as of December\u00a031, 2020 are as follows:
Operating Lease | Financing Lease | |||||
(In millions) | Payments | Payments | ||||
2021 (1) | $ | 1,044.7 | $ | 18.6 | ||
2022 | 971.8 | 16.3 | ||||
2023 | 862.6 | 12.1 | ||||
2024 | 785.2 | 10.0 | ||||
2025 | 752.9 | 9.4 | ||||
Thereafter | 4,371.1 | 76.3 | ||||
Total lease payments | 8,788.3 | 142.7 | ||||
Less imputed interest | (3,246.9) | (46.7) | ||||
Total | $ | 5,541.4 | $ | 96.0 |
| (1) | Does not include amounts recorded in accounts payable for deferred rent. |
As of December\u00a031, 2020, the Company had signed additional operating lease agreements for 6 theatres that have not yet commenced of approximately $155.2\u00a0million, which are expected to commence between 2021 and 2024, and carry lease terms of approximately 5 to 20 years. The timing of lease commencement is dependent on the landlord providing the Company with control and access to the related facility.
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31, | |||
(In millions) | 2020 | ||
Fixed operating lease deferred amounts included in: | |||
Right-of-use assets as a result of lease remeasurements | $ | 120.9 | |
Accounts payables-contractual rent payments due and not paid | 138.5 | ||
Current maturities of operating lease liabilities | 67.5 | ||
Long-term operating lease liabilities | 57.0 | ||
Finance lease deferred amounts included in: | |||
Property, net, as a result of lease remeasurements | 2.1 | ||
Accounts payables-contractual rent payments due and not paid | 0.5 | ||
Current maturities of finance lease liabilities-other | 3.0 | ||
Long-term finance lease liabilities-other | 4.6 | ||
Long-term finance lease liabilities | 2.6 | ||
Variable lease deferred amounts included in: | |||
Accounts payables-contractual rent payments due and not paid | 15.8 | ||
Current maturities of operating lease liabilities-resolution of contingencies | 9.1 | ||
Long-term operating lease liabilities-resolution of contingencies | 28.4 | ||
Total deferred lease amounts | $ | 450.0 |
Year Ended | ||||||||
Consolidated Statement | December\u00a031, | December\u00a031, | ||||||
(In millions) | of Operations | 2020 | 2019 | |||||
Operating lease cost | ||||||||
Theatre properties | Rent | $ | 813.7 | $ | 876.0 | |||
Theatre properties | Operating expense | 2.8 | 9.1 | |||||
Equipment | Operating expense | 14.6 | 14.4 | |||||
Office and other | General and administrative: other | 5.4 | 5.5 | |||||
Finance lease cost | ||||||||
Amortization of finance lease assets | Depreciation and amortization | 6.7 | 9.2 | |||||
Interest expense on lease liabilities | Finance lease obligations | 5.9 | 7.6 | |||||
Variable lease cost | ||||||||
Theatre properties | Rent | 70.4 | 91.8 | |||||
Equipment | Operating expense | 6.4 | 56.3 | |||||
Total lease cost | $ | 925.9 | $ | 1,069.9 |
As of December 31, 2020 | ||||||
Weighted Average | Weighted Average | |||||
Remaining | Discount | |||||
Lease Term and Discount Rate | Lease Term (years) | Rate | ||||
Operating leases | 10.4 | 9.8% | ||||
Finance leases | 12.9 | 6.9% |
Year Ended | ||||||
December 31, | December 31, | |||||
(In millions) | 2020 | 2019 | ||||
Cash paid for amounts included in the measurement of lease liabilities: | ||||||
Operating cash flows used in finance leases | $ | (3.2) | $ | (7.6) | ||
Operating cash flows used in operating leases | (446.5) | (941.6) | ||||
Financing cash flows used in finance leases | (6.2) | (10.9) | ||||
Landlord contributions: | ||||||
Operating cashflows provided by operating leases | 43.6 | 106.5 | ||||
Supplemental disclosure of noncash leasing activities: | ||||||
Right-of-use assets obtained in exchange for new operating lease liabilities (1) | 201.5 | 463.2 |
| (1) | Includes lease extensions and an option exercises. |
Operating Lease | Financing Lease | |||||
(In millions) | Payments | Payments | ||||
2021 (1) | $ | 1,044.7 | $ | 18.6 | ||
2022 | 971.8 | 16.3 | ||||
2023 | 862.6 | 12.1 | ||||
2024 | 785.2 | 10.0 | ||||
2025 | 752.9 | 9.4 | ||||
Thereafter | 4,371.1 | 76.3 | ||||
Total lease payments | 8,788.3 | 142.7 | ||||
Less imputed interest | (3,246.9) | (46.7) | ||||
Total | $ | 5,541.4 | $ | 96.0 |
| (1) | Does not include amounts recorded in accounts payable for deferred rent. |
NOTE 4\u2014PROPERTY
A summary of property is as follows:
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | \u00a0 | ||
Property owned: | |||||||
Land | $ | 92.6 | $ | 106.3 | |||
Buildings and improvements | \u00a0 | 222.3 | \u00a0 | 230.4 | |||
Leasehold improvements | \u00a0 | 1,833.8 | \u00a0 | 1,834.8 | |||
Furniture, fixtures and equipment | \u00a0 | 2,343.7 | \u00a0 | 2,216.8 | |||
\u00a0 | 4,492.4 | \u00a0 | 4,388.3 | ||||
Less: accumulated depreciation | \u00a0 | 2,232.1 | \u00a0 | 1,812.5 | |||
2,260.3 | 2,575.8 | ||||||
Property leased under finance leases: | |||||||
Building and improvements | 73.2 | 81.0 | |||||
Less: accumulated depreciation and amortization | 11.0 | 7.6 | |||||
62.2 | 73.4 | ||||||
$ | 2,322.5 | $ | 2,649.2 |
Property is recorded at cost or fair value, in the case of property resulting from acquisitions. The Company uses the straight-line method in computing depreciation and amortization for financial reporting purposes. The estimated useful lives for leasehold improvements and buildings subject to a ground lease reflect the shorter of the expected useful lives of the assets or the base terms of the corresponding lease agreements plus renewal options expected to be exercised for these leases for assets placed in service subsequent to the lease inception. The estimated useful lives are as follows:
Buildings and improvements | \u00a0\u00a0\u00a0\u00a0 | 1 to 40 years | \u00a0 |
Leasehold improvements | 1 to 20 years | ||
Furniture, fixtures and equipment | 1 to 15 years |
Expenditures for additions (including interest during construction) and betterments are capitalized, and expenditures for maintenance and repairs are charged to expense as incurred. The cost of assets retired or otherwise disposed of and the related accumulated depreciation and amortization are eliminated from the accounts in the year of disposal. Gains or losses resulting from property disposals are included in operating expense in the accompanying consolidated statements of operations.
Depreciation expense was $453.2 million, $413.6 million, and $498.2 million for the years ended December\u00a031, 2020, December\u00a031, 2019 and December\u00a031, 2018, respectively.
"}]},{"name":"rpt:f-1059","factDimensions":{"xbrl:concept":"amch:ScheduleOfPropertyPlantAndEquipmentComponentsTableTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | \u00a0 | ||
Property owned: | |||||||
Land | $ | 92.6 | $ | 106.3 | |||
Buildings and improvements | \u00a0 | 222.3 | \u00a0 | 230.4 | |||
Leasehold improvements | \u00a0 | 1,833.8 | \u00a0 | 1,834.8 | |||
Furniture, fixtures and equipment | \u00a0 | 2,343.7 | \u00a0 | 2,216.8 | |||
\u00a0 | 4,492.4 | \u00a0 | 4,388.3 | ||||
Less: accumulated depreciation | \u00a0 | 2,232.1 | \u00a0 | 1,812.5 | |||
2,260.3 | 2,575.8 | ||||||
Property leased under finance leases: | |||||||
Building and improvements | 73.2 | 81.0 | |||||
Less: accumulated depreciation and amortization | 11.0 | 7.6 | |||||
62.2 | 73.4 | ||||||
$ | 2,322.5 | $ | 2,649.2 |
Buildings and improvements | \u00a0\u00a0\u00a0\u00a0 | 1 to 40 years | \u00a0 |
Leasehold improvements | 1 to 20 years | ||
Furniture, fixtures and equipment | 1 to 15 years |
NOTE 5\u2014GOODWILL AND INTANGIBLE ASSETS
The following table summarizes the changes in goodwill by reporting unit:
(In\u00a0millions) | U.S. | International | Total | ||||||
Balance December 31, 2018 | $ | 3,072.6 | $ | 1,716.1 | $ | 4,788.7 | |||
Currency translation adjustment | \u2014 | 0.4 | 0.4 | ||||||
Balance December 31, 2019 | $ | 3,072.6 | $ | 1,716.5 | $ | 4,789.1 | |||
Impairment adjustment March 31, 2020 | (1,124.9) | (619.4) | (1,744.3) | ||||||
Impairment adjustment September 30, 2020 | (151.2) | (5.6) | (156.8) | ||||||
Impairment adjustment December 31, 2020 | \u2014 | (405.3) | (405.3) | ||||||
Baltics disposition-Latvia | \u2014 | (7.9) | (7.9) | ||||||
Currency translation adjustment | \u2014 | 72.5 | 72.5 | ||||||
Balance December 31, 2020 | $ | 1,796.5 | $ | 750.8 | $ | 2,547.3 |
Detail of other intangible assets is presented below:
December\u00a031, 2020 | December 31, 2019 | \u00a0 | |||||||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Gross | \u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Gross | \u00a0\u00a0\u00a0\u00a0 | \u00a0 | ||||||||
Remaining | Carrying | Accumulated | Carrying | Accumulated | \u00a0 | ||||||||||
(In millions) | Useful\u00a0Life | Amount | Amortization | Amount | Amortization | \u00a0 | |||||||||
Amortizable Intangible Assets: | |||||||||||||||
Management contracts and franchise rights | \u00a0 | 1 to 6 years | $ | 12.0 | $ | (9.8) | $ | 11.8 | $ | (7.9) | |||||
Non-compete agreement | \u00a0 | \u00a0 | 2.6 | \u00a0 | (2.6) | \u00a0 | 2.6 | \u00a0 | (2.1) | ||||||
Starplex trade name | 6 years | 7.9 | (3.4) | 7.9 | (2.6) | ||||||||||
Carmike trade name | 3 years | 9.3 | (5.3) | 9.3 | (4.0) | ||||||||||
NCM tax receivable agreement | \u00a0 | \u00a0 | 20.9 | \u00a0 | (20.9) | \u00a0 | 20.9 | \u00a0 | (6.2) | ||||||
Total, amortizable | $ | 52.7 | $ | (42.0) | $ | 52.5 | $ | (22.8) | |||||||
Non-amortizing Intangible Assets: | |||||||||||||||
AMC trademark | $ | 104.4 | $ | 104.4 | |||||||||||
Odeon trade names | 40.7 | 50.7 | |||||||||||||
Nordic trade names | 7.4 | 10.5 | |||||||||||||
Total, unamortizable | $ | 152.5 | $ | 165.6 |
See the impairment table in Note 1\u2014The Company and Significant Accounting Policies for information regarding indefinite and definite-lived intangible assets impairment amounts.
Amortization expense associated with the intangible assets noted above is as follows:
Year Ended | ||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December 31, 2020 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2019 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2018 | ||||
Recorded amortization | $ | 4.5 | $ | 5.1 | $ | 19.2 |
Estimated annual amortization for the next five calendar years for intangible assets is projected below:
(In millions) | \u00a0\u00a0\u00a0\u00a0 | 2021 | 2022 | \u00a0\u00a0\u00a0\u00a0 | 2023 | \u00a0\u00a0\u00a0\u00a0 | 2024 | \u00a0\u00a0\u00a0\u00a0 | 2025 | ||||||
Projected annual amortization | $ | 3.6 | $ | 2.6 | $ | 2.2 | $ | 1.0 | $ | 1.0 |
"}]},{"name":"rpt:f-1093","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfGoodwillTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"
(In\u00a0millions) | U.S. | International | Total | ||||||
Balance December 31, 2018 | $ | 3,072.6 | $ | 1,716.1 | $ | 4,788.7 | |||
Currency translation adjustment | \u2014 | 0.4 | 0.4 | ||||||
Balance December 31, 2019 | $ | 3,072.6 | $ | 1,716.5 | $ | 4,789.1 | |||
Impairment adjustment March 31, 2020 | (1,124.9) | (619.4) | (1,744.3) | ||||||
Impairment adjustment September 30, 2020 | (151.2) | (5.6) | (156.8) | ||||||
Impairment adjustment December 31, 2020 | \u2014 | (405.3) | (405.3) | ||||||
Baltics disposition-Latvia | \u2014 | (7.9) | (7.9) | ||||||
Currency translation adjustment | \u2014 | 72.5 | 72.5 | ||||||
Balance December 31, 2020 | $ | 1,796.5 | $ | 750.8 | $ | 2,547.3 |
December\u00a031, 2020 | December 31, 2019 | \u00a0 | |||||||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Gross | \u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Gross | \u00a0\u00a0\u00a0\u00a0 | \u00a0 | ||||||||
Remaining | Carrying | Accumulated | Carrying | Accumulated | \u00a0 | ||||||||||
(In millions) | Useful\u00a0Life | Amount | Amortization | Amount | Amortization | \u00a0 | |||||||||
Amortizable Intangible Assets: | |||||||||||||||
Management contracts and franchise rights | \u00a0 | 1 to 6 years | $ | 12.0 | $ | (9.8) | $ | 11.8 | $ | (7.9) | |||||
Non-compete agreement | \u00a0 | \u00a0 | 2.6 | \u00a0 | (2.6) | \u00a0 | 2.6 | \u00a0 | (2.1) | ||||||
Starplex trade name | 6 years | 7.9 | (3.4) | 7.9 | (2.6) | ||||||||||
Carmike trade name | 3 years | 9.3 | (5.3) | 9.3 | (4.0) | ||||||||||
NCM tax receivable agreement | \u00a0 | \u00a0 | 20.9 | \u00a0 | (20.9) | \u00a0 | 20.9 | \u00a0 | (6.2) | ||||||
Total, amortizable | $ | 52.7 | $ | (42.0) | $ | 52.5 | $ | (22.8) | |||||||
Non-amortizing Intangible Assets: | |||||||||||||||
AMC trademark | $ | 104.4 | $ | 104.4 | |||||||||||
Odeon trade names | 40.7 | 50.7 | |||||||||||||
Nordic trade names | 7.4 | 10.5 | |||||||||||||
Total, unamortizable | $ | 152.5 | $ | 165.6 |
Year Ended | ||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December 31, 2020 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2019 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2018 | ||||
Recorded amortization | $ | 4.5 | $ | 5.1 | $ | 19.2 |
(In millions) | \u00a0\u00a0\u00a0\u00a0 | 2021 | 2022 | \u00a0\u00a0\u00a0\u00a0 | 2023 | \u00a0\u00a0\u00a0\u00a0 | 2024 | \u00a0\u00a0\u00a0\u00a0 | 2025 | ||||||
Projected annual amortization | $ | 3.6 | $ | 2.6 | $ | 2.2 | $ | 1.0 | $ | 1.0 |
NOTE 6\u2014INVESTMENTS
Investments in non-consolidated affiliates and certain other investments accounted for under the equity method generally include all entities in which the Company or its subsidiaries have significant influence, but not more than 50% voting control, and are recorded in the consolidated balance sheets in other long-term assets. Investments in non-consolidated affiliates as of December\u00a031, 2020, include interests in DCIP of 29.0%, DCDC of 14.6%, AC JV, owner of Fathom Events, of 32.0%, SV Holdco, owner of Screenvision, 18.3%, DCM of 50.0%, and SCC of 10.0%. The Company also has partnership interests in three U.S. motion picture theatres and approximately 50.0% interest in 54 theatres in Europe. Indebtedness held by equity method investees is non-recourse to the Company.
NCM Transactions
Pursuant to the Company\u2019s Common Unit Adjustment Agreement, from time to time common units of NCM held by the Founding Members will be adjusted up or down through a formula (\u201cCommon Unit Adjustment\u201d), primarily based on increases or decreases in the number of theatre screens operated and theatre attendance generated by each Founding Member. The common unit adjustment is computed annually, except that an earlier common unit adjustment will occur for a Founding Member if its acquisition or disposition of theatres, in a single transaction or cumulatively since the most recent common unit adjustment, will cause a change of 2% or more in the total annual attendance of all of the Founding Members. In the event that a common unit adjustment is determined to be a negative number, the Founding Member shall cause, at its election, either (a)\u00a0the transfer and surrender to NCM of a number of common units equal to all or part of such Founding Member\u2019s common unit adjustment or (b)\u00a0pay to NCM an amount equal to such Founding Member\u2019s common unit adjustment calculated in accordance with the Common Unit Adjustment Agreement.
In March\u00a02018, the NCM Common Unit Adjustment (\"CUA\") resulted in a negative adjustment of 915,150 common units for the Company. The Company elected to return the units and recorded the surrendered common units as a reduction to deferred revenues for the ESA at fair value of $5.2\u00a0million, based upon a price per share of NCM, Inc. of $5.64 on March\u00a015, 2018. The Company\u2019s investment in NCM was reduced by the carrying value of the common units of $6.3\u00a0million resulting in a loss from the surrender of the NCM common units of $1.1\u00a0million, which was recorded to equity in earnings (loss) of Non-Consolidated Entities in March 2018.
In June\u00a018, 2018, the Company entered into two Unit Purchase Agreements (the \u201cAgreements\u201d) with each of Regal Cinemas,\u00a0Inc. (\u201cRegal\u201d) and Cinemark USA,\u00a0Inc. (\u201cCinemark\u201d) pursuant to which Regal and Cinemark each separately agreed to purchase 10,738,740 common units of NCM at a sales price of $7.30 per unit and aggregate consideration of approximately $156.8\u00a0million (the \u201cSales\u201d). The Sales closed on July\u00a05, 2018. Following the closing of the Sales, it reduced the Company\u2019s then ownership of common stock shares in NCM, Inc. or common units in NCM to zero. NCM consented to the Sales and waived its rights under the memorandum of understanding that provided the Company would not reduce its combined ownership of NCM and NCM, Inc. below 4.5%. The Company recorded a $28.9\u00a0million gain on the sale of its NCM investment during the year ended December\u00a031, 2018.
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. (\u201cNCM, Inc.\u201d) of $7.24 on March 14, 2019. In March 2020, the NCM CUA resulted in a positive adjustment of 1,390,566 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 $4.8 million, based upon a price per share of National CineMedia, Inc. (\u201cNCM, Inc.\u201d) of $3.46 on March 12, 2020. The Company does not have significant influence over this entity and the investment is recorded at fair value each period.
DCIP Transactions
The Company received distributions from DCIP in in the fourth quarter of 2020 of digital projectors it had been leasing with an estimated fair value of $125.2 million, which the Company recorded as a reduction to its investment in DCIP. The distribution reduced the Company\u2019s recorded investment below $0 and therefore the Company recorded equity in earnings of $5.1 million to increase its investment to $0 as the Company has not guaranteed any of the liabilities of DCIP. The Company will not record its share of any equity in earnings of DCIP until such time as the excess distribution amount recorded to earnings has been satisfied with prospective earnings from DCIP.
AC JV Transactions
On December\u00a026, 2013, the Company amended and restated its existing ESA with NCM in connection with the spin-off by NCM of its Fathom Events business to AC JV, a newly-formed company owned 32% by each of the Founding Members and 4% by NCM. In consideration for the spin-off, NCM received a total of $25.0 million in promissory notes from its Founding Members (approximately $8.3 million from each Founding Member). Interest on the promissory note is at a fixed rate of 5% per annum, compounded annually. Interest and principal payments were due annually in six equal installments commencing on the first anniversary of the closing. The Company paid the sixth and final annual installment related to the promissory note in December 2019. As of December 31, 2019, Cinemark and Regal also amended and restated their respective ESAs with NCM in connection with the spin-off. The ESAs were modified to remove those provisions addressing the rights and obligations related to digital programing services of the Fathom Events business. Those provisions are now contained in the Amended and Restated Digital Programming Exhibitor Services Agreements (the \u201cDigital ESAs\u201d) that were entered into on December\u00a026, 2013 by NCM and each of the Founding Members. These Digital ESAs were then assigned by NCM to AC JV as part of the Fathom spin-off.
SV Holdco. (\u201cScreenvision\u201d)
The Company acquired its investment in SV Holdco on December\u00a021, 2016, in connection with the acquisition of Carmike. SV Holdco is a holding company that owns and operates the Screenvision advertising business through a subsidiary entity. SV Holdco has elected to be taxed as a partnership for U.S. federal income tax purposes.
On May 30, 2018, Screenvision entered into an Agreement and Plan of Merger which resulted in a change of control in Screenvision. The Company received distributions and merger consideration of $45.8 million on July\u00a02, 2018 upon consummation of the Screenvision merger and retains a 18.2% common membership interest. The Company
reduced the carrying value of its investment in Screenvision to $0 and recorded equity in earnings for the excess distribution of $30.1 million during the year ended December\u00a031, 2018.
Summary Financial Information
Investments in non-consolidated affiliates accounted for under the equity method as of December\u00a031, 2020, include interests in SV Holdco, DCM, DCIP, AC JV, DCDC, SCC, 54 theatres in Europe, three U.S. motion picture theatres, and other immaterial investments.
Condensed financial information of the Company\u2019s significant non-consolidated equity method investments is shown below with amounts presented under U.S. GAAP:
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December 31, 2020 | December 31, 2019 | |||
Current assets | $ | 267.6 | $ | 339.3 | ||
Noncurrent assets | 347.4 | \u00a0 | 843.3 | |||
Total assets | 615.0 | \u00a0 | 1,182.6 | |||
Current liabilities | 181.0 | \u00a0 | 222.4 | |||
Noncurrent liabilities | 213.5 | \u00a0 | 260.5 | |||
Total liabilities | 394.5 | \u00a0 | 482.9 | |||
Stockholders\u2019 equity | 220.5 | \u00a0 | 699.7 | |||
Liabilities and stockholders\u2019 equity | 615.0 | \u00a0 | 1,182.6 | |||
The Company\u2019s recorded investment (1) | 80.9 | 239.1 |
| (1) | Certain differences in the Company\u2019s recorded investments, and its proportional ownership share resulting from the acquisition of Holdings by Wanda on August\u00a030, 2012, where the investments were recorded at fair value, are amortized to equity in (earnings) losses of non-consolidated entities over the estimated useful lives of the underlying assets and liabilities. Other non-amortizing differences are considered to represent goodwill and are evaluated for impairment annually. |
Condensed financial information of the Company\u2019s significant non-consolidated equity method investments is shown below and amounts are presented under U.S. GAAP for the periods of ownership by the Company:
Year Ended | |||||||||
December 31, | December 31, | December 31, | |||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | 2020 | \u00a0\u00a0\u00a0\u00a0 | 2019 | 2018 | ||||
Revenues | $ | 162.7 | $ | 694.5 | $ | 902.8 | |||
Operating costs and expenses | 347.9 | 583.7 | 743.0 | ||||||
Net earnings (loss) | $ | (185.2) | $ | 110.8 | $ | 159.8 |
The components of the Company\u2019s recorded equity in earnings (loss) of non-consolidated entities are as follows:
Year Ended | |||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December 31, 2020 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2019 | December 31, 2018 | ||||
The Company\u2019s recorded equity in earnings (loss) | $ | (30.9) | $ | 30.6 | $ | 86.7 |
The Company recorded the following changes in the carrying amount of its investment in NCM LLC and equity in earnings of NCM LLC during the years ended December\u00a031, 2020, December\u00a031, 2019, and December\u00a031, 2018:
Accumulated | G&A: | ||||||||||||||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Exhibitor | \u00a0\u00a0\u00a0\u00a0 | Other | \u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Equity in | Mergers and | \u00a0\u00a0\u00a0\u00a0 | ||||||||||||
Investment | Services | Comprehensive | Cash | (Earnings) | Acquisitions | Advertising | |||||||||||||||
(In millions) | in\u00a0NCM | Agreement(1) | (Income)/Loss | Received | Losses | Expense | (Revenue) | ||||||||||||||
Ending balance at December 31, 2017 | $ | 161.1 | $ | (530.9) | $ | (2.5) | |||||||||||||||
ASC 606 revenue recognition change in amortization method | \u2014 | (52.9) | \u2014 | \u2014 | \u2014 | \u2014 | \u2014 | ||||||||||||||
Surrender of common units for common unit adjustment | (6.3) | 5.2 | \u2014 | \u2014 | 1.1 | \u2014 | \u2014 | ||||||||||||||
Receipt of excess cash distributions | (15.3) | \u2014 | \u2014 | 15.3 | \u2014 | \u2014 | \u2014 | ||||||||||||||
Impairment loss - held for sale | (14.4) | \u2014 | \u2014 | \u2014 | 14.4 | \u2014 | \u2014 | ||||||||||||||
Expenses on sale of NCM common units | \u2014 | \u2014 | \u2014 | (1.4) | 1.4 | \u2014 | \u2014 | ||||||||||||||
Sale of NCM common units | (128.3) | \u2014 | 2.4 | 156.8 | (30.9) | \u2014 | \u2014 | ||||||||||||||
Equity in earnings | 3.2 | \u2014 | 0.1 | \u2014 | (3.3) | \u2014 | \u2014 | ||||||||||||||
Amortization of ESA | \u2014 | 14.6 | \u2014 | \u2014 | \u2014 | \u2014 | (14.6) | ||||||||||||||
Ending balance at December 31, 2018 | $ | \u2014 | $ | (564.0) | $ | \u2014 | $ | 170.7 | $ | (17.3) | $ | \u2014 | $ | (14.6) | |||||||
Receipt of NCM shares | \u2014 | (1.4) | \u2014 | \u2014 | \u2014 | \u2014 | \u2014 | ||||||||||||||
Amortization of ESA | \u2014 | 15.7 | \u2014 | \u2014 | \u2014 | \u2014 | (15.7) | ||||||||||||||
Ending balance at December 31, 2019 | $ | \u2014 | $ | (549.7) | $ | \u2014 | $ | \u2014 | $ | \u2014 | $ | \u2014 | $ | (15.7) | |||||||
Receipt of NCM shares | \u2014 | (4.8) | \u2014 | \u2014 | \u2014 | \u2014 | \u2014 | ||||||||||||||
Amortization of ESA | \u2014 | 16.9 | \u2014 | \u2014 | \u2014 | \u2014 | (16.9) | ||||||||||||||
Ending balance at December 31, 2020 | $ | \u2014 | $ | (537.6) | $ | \u2014 | $ | \u2014 | $ | \u2014 | $ | \u2014 | $ | (16.9) |
| (1) | Represents the unamortized portion of the ESA with NCM. Such amounts are being amortized to other theatre revenues over the remainder of the 30-year term of the ESA ending in 2037. |
Related Party Transactions
The Company recorded the following related party transactions with equity method investees:
As of | \u00a0\u00a0\u00a0\u00a0 | As of | ||||
(In millions) | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2019 | |||
Due from DCM for on-screen advertising revenue | $ | \u2014 | $ | 4.2 | ||
Loan receivable from DCM | 0.7 | 0.7 | ||||
Due from DCIP for warranty expenditures | 5.7 | 3.5 | ||||
Due to AC JV for Fathom Events programming | (0.9) | (0.8) | ||||
Due from Screenvision for on-screen advertising revenue | 0.4 | 3.4 | ||||
Due from Nordic JVs | 1.2 | 2.5 | ||||
Due to Nordic JVs for management services | (0.5) | (1.6) | ||||
Due from SCC related to the joint venture | 0.7 | 8.3 | ||||
Due to U.S. theatre partnerships | (0.4) | (1.0) |
Year Ended | |||||||||||
(In\u00a0millions) | Consolidated Statements of Operations | December\u00a031, 2020 | December\u00a031, 2019 | December 31, 2018 | |||||||
DCM screen advertising revenues | Other revenues | $ | 3.8 | $ | 22.4 | $ | 20.1 | ||||
DCIP equipment rental expense | Operating expense | 1.0 | 3.6 | 6.5 | |||||||
Gross exhibition cost on AC JV Fathom Events programming | Film exhibition costs | 3.9 | 13.6 | 12.9 | |||||||
Screenvision screen advertising revenues | Other revenues | 2.6 | 15.6 | 15.1 |
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(In millions) | \u00a0\u00a0\u00a0\u00a0 | December 31, 2020 | December 31, 2019 | |||
Current assets | $ | 267.6 | $ | 339.3 | ||
Noncurrent assets | 347.4 | \u00a0 | 843.3 | |||
Total assets | 615.0 | \u00a0 | 1,182.6 | |||
Current liabilities | 181.0 | \u00a0 | 222.4 | |||
Noncurrent liabilities | 213.5 | \u00a0 | 260.5 | |||
Total liabilities | 394.5 | \u00a0 | 482.9 | |||
Stockholders\u2019 equity | 220.5 | \u00a0 | 699.7 | |||
Liabilities and stockholders\u2019 equity | 615.0 | \u00a0 | 1,182.6 | |||
The Company\u2019s recorded investment (1) | 80.9 | 239.1 |
| (1) | Certain differences in the Company\u2019s recorded investments, and its proportional ownership share resulting from the acquisition of Holdings by Wanda on August\u00a030, 2012, where the investments were recorded at fair value, are amortized to equity in (earnings) losses of non-consolidated entities over the estimated useful lives of the underlying assets and liabilities. Other non-amortizing differences are considered to represent goodwill and are evaluated for impairment annually. |
Condensed financial information of the Company\u2019s significant non-consolidated equity method investments is shown below and amounts are presented under U.S. GAAP for the periods of ownership by the Company:
Year Ended | |||||||||
December 31, | December 31, | December 31, | |||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | 2020 | \u00a0\u00a0\u00a0\u00a0 | 2019 | 2018 | ||||
Revenues | $ | 162.7 | $ | 694.5 | $ | 902.8 | |||
Operating costs and expenses | 347.9 | 583.7 | 743.0 | ||||||
Net earnings (loss) | $ | (185.2) | $ | 110.8 | $ | 159.8 |
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Year Ended | |||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December 31, 2020 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2019 | December 31, 2018 | ||||
The Company\u2019s recorded equity in earnings (loss) | $ | (30.9) | $ | 30.6 | $ | 86.7 |
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Accumulated | G&A: | ||||||||||||||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Exhibitor | \u00a0\u00a0\u00a0\u00a0 | Other | \u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Equity in | Mergers and | \u00a0\u00a0\u00a0\u00a0 | ||||||||||||
Investment | Services | Comprehensive | Cash | (Earnings) | Acquisitions | Advertising | |||||||||||||||
(In millions) | in\u00a0NCM | Agreement(1) | (Income)/Loss | Received | Losses | Expense | (Revenue) | ||||||||||||||
Ending balance at December 31, 2017 | $ | 161.1 | $ | (530.9) | $ | (2.5) | |||||||||||||||
ASC 606 revenue recognition change in amortization method | \u2014 | (52.9) | \u2014 | \u2014 | \u2014 | \u2014 | \u2014 | ||||||||||||||
Surrender of common units for common unit adjustment | (6.3) | 5.2 | \u2014 | \u2014 | 1.1 | \u2014 | \u2014 | ||||||||||||||
Receipt of excess cash distributions | (15.3) | \u2014 | \u2014 | 15.3 | \u2014 | \u2014 | \u2014 | ||||||||||||||
Impairment loss - held for sale | (14.4) | \u2014 | \u2014 | \u2014 | 14.4 | \u2014 | \u2014 | ||||||||||||||
Expenses on sale of NCM common units | \u2014 | \u2014 | \u2014 | (1.4) | 1.4 | \u2014 | \u2014 | ||||||||||||||
Sale of NCM common units | (128.3) | \u2014 | 2.4 | 156.8 | (30.9) | \u2014 | \u2014 | ||||||||||||||
Equity in earnings | 3.2 | \u2014 | 0.1 | \u2014 | (3.3) | \u2014 | \u2014 | ||||||||||||||
Amortization of ESA | \u2014 | 14.6 | \u2014 | \u2014 | \u2014 | \u2014 | (14.6) | ||||||||||||||
Ending balance at December 31, 2018 | $ | \u2014 | $ | (564.0) | $ | \u2014 | $ | 170.7 | $ | (17.3) | $ | \u2014 | $ | (14.6) | |||||||
Receipt of NCM shares | \u2014 | (1.4) | \u2014 | \u2014 | \u2014 | \u2014 | \u2014 | ||||||||||||||
Amortization of ESA | \u2014 | 15.7 | \u2014 | \u2014 | \u2014 | \u2014 | (15.7) | ||||||||||||||
Ending balance at December 31, 2019 | $ | \u2014 | $ | (549.7) | $ | \u2014 | $ | \u2014 | $ | \u2014 | $ | \u2014 | $ | (15.7) | |||||||
Receipt of NCM shares | \u2014 | (4.8) | \u2014 | \u2014 | \u2014 | \u2014 | \u2014 | ||||||||||||||
Amortization of ESA | \u2014 | 16.9 | \u2014 | \u2014 | \u2014 | \u2014 | (16.9) | ||||||||||||||
Ending balance at December 31, 2020 | $ | \u2014 | $ | (537.6) | $ | \u2014 | $ | \u2014 | $ | \u2014 | $ | \u2014 | $ | (16.9) |
| (1) | Represents the unamortized portion of the ESA with NCM. Such amounts are being amortized to other theatre revenues over the remainder of the 30-year term of the ESA ending in 2037. |
As of | \u00a0\u00a0\u00a0\u00a0 | As of | ||||
(In millions) | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2019 | |||
Due from DCM for on-screen advertising revenue | $ | \u2014 | $ | 4.2 | ||
Loan receivable from DCM | 0.7 | 0.7 | ||||
Due from DCIP for warranty expenditures | 5.7 | 3.5 | ||||
Due to AC JV for Fathom Events programming | (0.9) | (0.8) | ||||
Due from Screenvision for on-screen advertising revenue | 0.4 | 3.4 | ||||
Due from Nordic JVs | 1.2 | 2.5 | ||||
Due to Nordic JVs for management services | (0.5) | (1.6) | ||||
Due from SCC related to the joint venture | 0.7 | 8.3 | ||||
Due to U.S. theatre partnerships | (0.4) | (1.0) |
Year Ended | |||||||||||
(In\u00a0millions) | Consolidated Statements of Operations | December\u00a031, 2020 | December\u00a031, 2019 | December 31, 2018 | |||||||
DCM screen advertising revenues | Other revenues | $ | 3.8 | $ | 22.4 | $ | 20.1 | ||||
DCIP equipment rental expense | Operating expense | 1.0 | 3.6 | 6.5 | |||||||
Gross exhibition cost on AC JV Fathom Events programming | Film exhibition costs | 3.9 | 13.6 | 12.9 | |||||||
Screenvision screen advertising revenues | Other revenues | 2.6 | 15.6 | 15.1 |
NOTE 7\u2014SUPPLEMENTAL BALANCE SHEET INFORMATION
Assets held for sale, other assets and liabilities consist of the following:
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | \u00a0 | ||
Other current assets: | |||||||
Income taxes receivable | $ | 8.0 | $ | 11.7 | |||
Prepaids | \u00a0 | 33.8 | \u00a0 | 63.4 | |||
Merchandise inventory | \u00a0 | 21.3 | \u00a0 | 37.5 | |||
Other | \u00a0 | 11.5 | \u00a0 | 30.8 | |||
$ | 74.6 | $ | 143.4 | ||||
Other long-term assets: | |||||||
Investments in real estate | $ | 16.0 | $ | 16.8 | |||
Deferred financing costs revolving credit facility | \u00a0 | 8.3 | \u00a0 | 11.3 | |||
Investments in equity method investees | \u00a0 | 80.9 | \u00a0 | 239.1 | |||
Computer software | \u00a0 | 101.6 | \u00a0 | 115.8 | |||
Investment in common stock | \u00a0 | 16.6 | \u00a0 | 28.0 | |||
Pension asset | 20.8 | 19.6 | |||||
Derivative asset | \u2014 | 38.0 | |||||
Prepaid commitment fee and deferred charges (1) | 28.6 | \u2014 | |||||
Other | \u00a0 | 31.8 | \u00a0 | 34.4 | |||
$ | 304.6 | $ | 503.0 | ||||
Accrued expenses and other liabilities: | |||||||
Taxes other than income | $ | 86.6 | $ | 75.2 | |||
Interest | \u00a0 | 31.4 | \u00a0 | 21.2 | |||
Payroll and vacation | \u00a0 | 28.3 | \u00a0 | 43.8 | |||
Current portion of casualty claims and premiums | \u00a0 | 6.7 | \u00a0 | 12.6 | |||
Accrued bonus | \u00a0 | 0.6 | \u00a0 | 32.5 | |||
Accrued licensing and percentage rent | \u00a0 | 16.5 | \u00a0 | 24.7 | |||
Current portion of pension | \u00a0 | 0.6 | \u00a0 | 0.5 | |||
Other | \u00a0 | 87.1 | \u00a0 | 114.1 | |||
$ | 257.8 | $ | 324.6 | ||||
Other long-term liabilities: | |||||||
Pension | $ | 64.3 | $ | 59.9 | |||
Casualty claims and premiums | \u00a0 | 28.2 | \u00a0 | 17.9 | |||
Contingent lease liabilities (2) | 30.2 | \u2014 | |||||
Other | \u00a0 | 118.6 | \u00a0 | 118.1 | |||
$ | 241.3 | $ | 195.9 |
| (1) | See Note 1\u2014The Company and Significant Accounting Policies and Note 11\u2014Commitments and Contingencies for information regarding contingent lease guarantees, as required by ASU 2016-13. |
| (2) | See Note 8\u2014Corporate Borrowings and Finance Lease Obligations for information regarding the prepaid commitment fee and deferred charges related entry into the entry into a material definitive agreement and also Note 17\u2014Subsequent Events for information regarding the First Lien Toggle Notes due 2026 agreement. |
"}]},{"name":"rpt:f-1310","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfOtherAssetsAndOtherLiabilitiesTableTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | \u00a0 | ||
Other current assets: | |||||||
Income taxes receivable | $ | 8.0 | $ | 11.7 | |||
Prepaids | \u00a0 | 33.8 | \u00a0 | 63.4 | |||
Merchandise inventory | \u00a0 | 21.3 | \u00a0 | 37.5 | |||
Other | \u00a0 | 11.5 | \u00a0 | 30.8 | |||
$ | 74.6 | $ | 143.4 | ||||
Other long-term assets: | |||||||
Investments in real estate | $ | 16.0 | $ | 16.8 | |||
Deferred financing costs revolving credit facility | \u00a0 | 8.3 | \u00a0 | 11.3 | |||
Investments in equity method investees | \u00a0 | 80.9 | \u00a0 | 239.1 | |||
Computer software | \u00a0 | 101.6 | \u00a0 | 115.8 | |||
Investment in common stock | \u00a0 | 16.6 | \u00a0 | 28.0 | |||
Pension asset | 20.8 | 19.6 | |||||
Derivative asset | \u2014 | 38.0 | |||||
Prepaid commitment fee and deferred charges (1) | 28.6 | \u2014 | |||||
Other | \u00a0 | 31.8 | \u00a0 | 34.4 | |||
$ | 304.6 | $ | 503.0 | ||||
Accrued expenses and other liabilities: | |||||||
Taxes other than income | $ | 86.6 | $ | 75.2 | |||
Interest | \u00a0 | 31.4 | \u00a0 | 21.2 | |||
Payroll and vacation | \u00a0 | 28.3 | \u00a0 | 43.8 | |||
Current portion of casualty claims and premiums | \u00a0 | 6.7 | \u00a0 | 12.6 | |||
Accrued bonus | \u00a0 | 0.6 | \u00a0 | 32.5 | |||
Accrued licensing and percentage rent | \u00a0 | 16.5 | \u00a0 | 24.7 | |||
Current portion of pension | \u00a0 | 0.6 | \u00a0 | 0.5 | |||
Other | \u00a0 | 87.1 | \u00a0 | 114.1 | |||
$ | 257.8 | $ | 324.6 | ||||
Other long-term liabilities: | |||||||
Pension | $ | 64.3 | $ | 59.9 | |||
Casualty claims and premiums | \u00a0 | 28.2 | \u00a0 | 17.9 | |||
Contingent lease liabilities (2) | 30.2 | \u2014 | |||||
Other | \u00a0 | 118.6 | \u00a0 | 118.1 | |||
$ | 241.3 | $ | 195.9 |
| (1) | See Note 1\u2014The Company and Significant Accounting Policies and Note 11\u2014Commitments and Contingencies for information regarding contingent lease guarantees, as required by ASU 2016-13. |
| (2) | See Note 8\u2014Corporate Borrowings and Finance Lease Obligations for information regarding the prepaid commitment fee and deferred charges related entry into the entry into a material definitive agreement and also Note 17\u2014Subsequent Events for information regarding the First Lien Toggle Notes due 2026 agreement. |
NOTE 8\u2014CORPORATE BORROWINGS AND FINANCE LEASE OBLIGATIONS
A summary of the carrying value of corporate borrowings and finance lease obligations is as follows:
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2019 | ||
First Lien Secured Debt: | ||||||
Senior Secured Credit Facility-Term Loan due 2026 (3.23% as of December 31, 2020) | $ | 1,965.0 | $ | 1,985.0 | ||
Senior Secured Credit Facility-Revolving Credit Facility Due 2024 (range of 2.65% to 2.74% as of December 31, 2020) | 212.2 | \u2014 | ||||
Odeon Revolving Credit Facility Due 2022 (2.5785% as of December 31, 2020) | 93.7 | \u2014 | ||||
Odeon Revolving Credit Facility Due 2022 (2.6% as of December 31, 2020) | 27.1 | \u2014 | ||||
10.5% First Lien Notes due 2025 | 500.0 | \u2014 | ||||
2.95% Senior Secured Convertible Notes due 2026 | 600.0 | \u2014 | ||||
10.5% First Lien Notes due 2026 | 300.0 | \u2014 | ||||
Second Lien Secured Debt: | ||||||
10%/12%/Cash/PIK/Toggle Second Lien Subordinated Notes due 2026 | 1,423.6 | \u2014 | ||||
Senior Debt: | ||||||
2.95% Senior Unsecured Convertible Notes due 2024 | \u2014 | 600.0 | ||||
Subordinated Debt: | ||||||
6.375% Senior Subordinated Notes due 2024 (\u00a34.0 million par value as of December 31, 2020) | 5.4 | 655.8 | ||||
5.75% Senior Subordinated Notes due 2025 | 98.3 | 600.0 | ||||
5.875% Senior Subordinated Notes due 2026 | 55.6 | 595.0 | ||||
6.125% Senior Subordinated Notes due 2027 | 130.7 | 475.0 | ||||
$ | 5,411.6 | $ | 4,910.8 | |||
Finance lease obligations | \u00a0 | 96.0 | \u00a0 | 99.9 | ||
Paid-in-kind interest for 10%/12%/Cash/PIK/Toggle Second Lien Subordinated Notes due 2026 | 7.6 | \u2014 | ||||
Deferred financing costs | (42.1) | (88.8) | ||||
Net premium (discount) (1) | 338.7 | (69.1) | ||||
Derivative liability | \u2014 | 0.5 | ||||
$ | 5,811.8 | $ | 4,853.3 | |||
Less: | ||||||
Current maturities corporate borrowings | (20.0) | \u00a0 | (20.0) | |||
Current maturities finance lease obligations | (12.9) | (10.3) | ||||
$ | 5,778.9 | $ | 4,823.0 |
| (1) | The following table provides the net premium (discount) amounts of corporate borrowings: |
December 31, | December 31, | |||||
(In millions) | 2020 | 2019 | ||||
10%/12%/Cash/PIK/Toggle Second Lien Subordinated Notes due 2026 | $ | 445.1 | $ | \u2014 | ||
2.95% Senior Secured Convertible Notes due 2026 | (61.5) | \u2014 | ||||
2.95% Senior Unsecured Convertible Notes due 2024 | \u2014 | (73.7) | ||||
10.5% First Lien Notes due 2026 | \u00a0 | (28.5) | \u00a0 | \u2014 | ||
10.5% First Lien Notes due 2025 | \u00a0 | (8.9) | \u00a0 | \u2014 | ||
Senior Secured Credit Facility-Term Loan due 2026 | (7.5) | (9.0) | ||||
6.375% Senior Subordinated Notes due 2024 | \u00a0 | \u2014 | \u00a0 | 13.6 | ||
$ | 338.7 | $ | (69.1) |
The following table provides the principal payments required and maturities of corporate borrowings as of December 31, 2020:
Principal | |||
Amount of | |||
Corporate | |||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | Borrowings (1) | |
2021 | $ | 20.0 | |
2022 | \u00a0 | 140.7 | |
2023 | \u00a0 | 20.0 | |
2024 | \u00a0 | 237.7 | |
2025 | \u00a0 | 618.3 | |
Thereafter | \u00a0 | 4,374.9 | |
Total | $ | 5,411.6 |
| (1) | See Note 17\u2014Subsequent Events for information regarding the new Odeon Term Loan Facility and the First Lien Toggle Notes due 2026. |
Entry into Material Definitive Agreements
Mudrick Transaction. On December 10, 2020, the Company entered into a commitment letter with Mudrick Capital Management, LP (\u201cMudrick\u201d), pursuant to which Mudrick committed, subject to the satisfaction of certain conditions precedent, including the payment of the Commitment Shares (as defined below) and consummation of the Second Lien Exchange (as defined below), to purchase $100 million in aggregate principal amount of First Lien Toggle Notes due 2026 to be issued by the Company. See Note 17\u2014Subsequent Events for further information regarding the First Lien Toggle Notes due 2026.
On December 14, 2020, Mudrick received a total of 21,978,022 shares of the Company\u2019s Class A common stock; of which 8,241,758 shares (\u201cCommitment Shares\u201d) relates to consideration received for a commitment fee and 13,736,264 shares (\u201cExchange Shares\u201d) as consideration received for the second lien exchange. Mudrick exchanged $100 million aggregate principal amount of the Second Lien Notes due 2026 that were held by Mudrick for the Exchange Shares (the \u201cSecond Lien Exchange\u201d) and waived its claim to PIK interest of $4.5 million principal amount. The fair value of 21,978,022 shares of the Company\u2019s Class A common stock was $70.1 million based on the market closing price of $3.19 per share on December 14, 2020. At December 31, 2020, the Class A common shares issued were recorded by the Company in stockholders\u2019 deficit with an offset in other long term assets as a discount of $26.3 million for the Commitment Shares and as consideration of $43.8 million for the Second Lien Exchange. The discount will be amortized to interest expense over the term of the First Lien Toggle Notes due 2026 using the effective interest method. During the year ended December 31, 2020, the Company recorded a gain on extinguishment of the Second Lien Notes due 2026 of $93.6 million based on the fair value of the Exchange Shares of $43.8 million and the carrying value of the $104.5 million principal amount of the Second Lien Notes exchanged of $137.4 million. The Company filed a shelf registration statement in December 2020, which was declared effective providing for the resale of the Exchange Shares.
Odeon Term Loan Facility. On February 15, 2021, Odeon entered into a new \u00a3140.0 million and \u20ac296.0 million Odeon Term Loan Facility. Approximately \u00a389.7 million and \u20ac12.8 million of the net proceeds from the Odeon Term Loan Facility were used to repay in full Odeon\u2019s obligations (including principal, interest, fees and cash collateralized letters of credit) under its existing revolving credit facility and the remaining net proceeds will be used for general corporate purposes. See Note 17\u2014Subsequent Events for further information and minimum liquidity requirements.
Senior Subordinated Debt Exchange Offers
On July 31, 2020, the Company consummated its previously announced private offers to exchange (the \u201cExchange Offers\u201d) any and all of 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 (together the \u201cExisting Subordinated Notes\u201d) for newly issued Second Lien Notes due 2026.
The aggregate principal amounts of the Existing Subordinated Notes set forth in the table below were validly tendered and subsequently accepted. Such accepted Existing Subordinated Notes were retired and cancelled.
(In thousands) | Total Aggregate Principal Amount Validly Tendered | Percentage of Outstanding Existing Subordinated Notes Validly Tendered | ||||
6.375% Senior Subordinated Notes due 2024 (\u00a3496,014 par value) | $ | 632,145 | 99.20 | % | ||
5.75% Senior Subordinated Notes due 2025 | $ | 501,679 | 83.61 | % | ||
5.875% Senior Subordinated Notes due 2026 | $ | 539,393 | 90.65 | % | ||
6.125% Senior Subordinated Notes due 2027 | $ | 344,279 | 72.48 | % |
The Exchange Offers reduced the principal amounts of the Company\u2019s debt by approximately $555 million, which represented approximately 23.9% of the principal amount of the Existing Subordinated Notes. The Company raised $300 million in additional cash from the issuance of the new First Lien Notes due 2026, prior to deducting $36 million related to discounts and deferred financing costs paid to the lenders. Additionally, certain holders of the Existing Subordinated Notes that agreed to backstop the rights offering for $200 million of the First Lien Notes due 2026 received five million Class A common shares, or 4.6% of AMC\u2019s outstanding shares as of July 31, 2020, worth $20.2 million at the market closing price on July 31, 2020. The closing of the Exchange Offers also allowed the Company to extend maturities on approximately $1.7 billion of debt to 2026, most of which was maturing in 2024 and 2025 previously. Interest due for 12 to 18 months after issuance on the Second Lien Notes due 2026 is expected to be paid all or in part on an in-kind basis, thereby generating a further near-term cash savings for the Company of between approximately $120 million and $180 million. The Company realized significant cancellation of debt income for tax purposes in connection with its debt restructuring. As a result of such CODI, a significant portion of its net operating losses will be eliminated as a result of tax attribute reductions, see Note 10\u2014Income Taxes for further information.
In connection with the Exchange Offers, the Company also received consents from eligible holders of the Existing Subordinated Notes to amend the indentures governing the Existing Subordinated Notes to among other things, (i) release the existing subsidiary guarantees of the Existing Subordinated Notes, (ii) eliminate substantially all of the restrictive covenants, certain affirmative covenants and certain events of default contained in the indentures governing the Existing Subordinated Notes, and (iii) make other conforming changes to internally conform to certain proposed amendments.
The Company performed an assessment on a lender-by-lender basis to identify certain lenders that met the criteria for a troubled debt restructuring (\u201cTDR\u201d) under ASC 470-60, Troubled Debt Restructurings by Debtors (\u201cASC 470-60\u201d) as the Company was experiencing financial difficulties and the lenders granted a concession. The portion of the loans that did not meet the assessment of TDR under ASC 470-60 were treated as modifications. The Company accounted for the exchange of approximately $1,782.5 million principal amount of its Existing Senior Subordinated Notes for approximately $1,289.1 million principal amount of the Second Lien Notes due 2026 as TDR. The Company accounted for the exchange of the remaining approximately $235.0 million principal amount of its Existing Senior Subordinated Notes for approximately $173.2 million principal amount of the Second Lien Notes due 2026 as a modification of debt as the lenders did not grant a concession and the difference between the present value of the old and new cash flows was less than 10%. The TDR and modification did not result in a gain recognition and the Company established new effective interest rates based on the carrying value of the Existing Subordinated Notes and recorded the new fees paid to third parties of approximately $39.3 million in other expense, during the year ended December 31, 2020.
Second Lien Notes due 2026. In connection with the Second Lien Exchange on December 14, 2020, Mudrick exchanged $104.5 million aggregate principal amount of the Company\u2019s Second Lien Notes due 2026 held by Mudrick for 13,736,264 shares of the Company\u2019s Class A common stock, see \u201cEntry into Material Definitive Agreements\u2014Mudrick Transaction\u201d above for further information.
In connection with the Exchange Offers on July 31, 2020, the Company issued $1,462.3 million aggregate principal amount of the new Second Lien Notes due 2026 in exchange for the Existing Subordinated Notes. The Second Lien Notes due 2026 were issued pursuant to an indenture, dated as of July 31, 2020, among the Company, the guarantors named therein and GLAS Trust Company LLC, as trustee and collateral agent. The Company has reflected a premium of $535.1 million on the Second Lien Notes due 2026 as the difference between the principal balance of the
Second Lien Notes due 2026 and the $1,997.4 million carrying value of the Existing Subordinated Notes exchanged. The premium will be amortized to interest expense over the term of the Second Lien Notes due 2026 using the effective interest method.
In connection with the Exchange Offers and the First Lien Notes due 2026, the Company issued five million shares of Class A common stock to certain holders of subordinated notes as consideration for their commitment to backstop the issuance of $200 million of the First Lien Notes due 2026. Pursuant to the Backstop Commitment Agreement dated July 10, 2020, certain of the actual or beneficial holders of Existing Subordinated Notes agreed to purchase 100% of the First Lien Notes due 2026 that were not subscribed for in connection with the $200 million rights offering to holders of the Existing Subordinated Notes participating in the Exchange Offers. Those providing a backstop commitment pursuant to the Backstop Commitment Agreement received their pro-rata share of five million shares of the Class A common stock, or 4.6% of AMC\u2019s outstanding shares as of July 31, 2020, worth $20.2 million at the market closing price on July 31, 2020. The equity issuance was recorded by the Company in stockholders\u2019 deficit with an offset in corporate borrowings as a discount. The discount will be amortized to interest expense over the term of the Second Lien Notes due 2026 using the effective interest method. As part of the registration rights agreement related to the issuance of the Class A common stock, the Company filed a shelf registration statement in August 2020 providing for the resale of the shares of Class A common stock issued as consideration for the backstop commitment described above.
The Second Lien Notes due 2026 bear cash interest at a rate of 10% per annum payable semi-annually in arrears on June 15 and December 15, beginning on December 15, 2020. Subject to the limitation in the next succeeding sentence, interest for the first three interest periods after the issue date may, at the Company\u2019s option, be paid in PIK interest at a rate of 12% per annum. For the first interest period ending December 15, 2020, the Company elected to pay in PIK interest. The Company\u2019s ability to pay PIK interest with respect to the interest period after the issue date is subject to certain liquidity thresholds. For all interest periods after the first three interest periods, interest will be payable solely in cash at a rate of 10% per annum.
The Second Lien Notes due 2026 are redeemable at the Company\u2019s option prior to June 15, 2023, at a redemption price equal to 100% of their aggregate principal amount and accrued and unpaid interest, plus an applicable make-whole premium. On or after June 15, 2023, the Second Lien Notes due 2026 will be redeemable, in whole or in part, at a redemption price equal to (i) 106.0% for the twelve-month period beginning on June 15, 2023; (ii) 103.0% for the twelve-month period beginning on June 15, 2024 and (iii) 100.0% at any time thereafter, plus accrued and unpaid interest. If the Company or its restricted subsidiaries sell assets, under certain circumstances, the Company will be required to apply the net proceeds to redeem the new Second Lien Notes due 2026 at a price equal to 100% of the issue price of the new Second Lien Notes due 2026, plus accrued and unpaid interest to, but excluding the redemption date. Upon a Change of Control (as defined in the indenture governing the Second Lien Notes due 2026), the Company must offer to purchase the Second Lien Notes due 2026 at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest. The Second Lien Notes due 2026 have not been registered under the Securities Act of 1933, as amended (the \u201cSecurities Act\u201d) and will mature on June 15, 2026.
The Second Lien Notes due 2026 are fully and unconditionally guaranteed on a joint and several basis by each of the Company\u2019s subsidiaries that currently guarantee its obligations under the Company\u2019s Senior Secured Credit Facility. The Second Lien Notes due 2026 are secured on a second-priority basis by substantially all of the tangible and intangible assets owned by the Company and the guarantor subsidiaries that secure obligations under the Senior Secured Credit Facility (\u201cCollateral\u201d). The Second Lien Notes due 2026 are subordinated in right of payment to all indebtedness of the Company that is secured by a first-priority lien on the Collateral.
The indenture governing the Second Lien Notes due 2026 contains covenants that restrict the ability of the Company to: incur additional debt or issue certain preferred shares; pay dividends on or make other distributions in respect of its capital stock or make other restricted payments; make certain investments; or transfer certain assets; create liens on certain assets to secure debt; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; enter into certain transactions with its affiliates; and allow to exist certain restrictions on the ability of its subsidiaries to pay dividends or make other payments to the Company. The Second Lien Notes due 2026 Indenture also contains certain affirmative covenants and events of default.
First Lien Notes due 2026. In connection with the Exchange Offers, certain holders of the Existing Subordinated Notes purchased 10.5% First Lien Notes due 2026 in an aggregate principal amount of $200 million. The 10.5% First Lien Notes due 2026 issued to certain holders of the Existing Subordinated Notes were issued pursuant to an
indenture, dated as of July 31, 2020, among the Company, the guarantors named therein and GLAS Trust Company LLC, as trustee and collateral agent.
Separately, upon the closing of its private debt exchange, Silver Lake Alpine, L.P. and Silver Lake Alpine (Offshore Master), L.P., each affiliates of Silver Lake Group, L.L.C. (\u201cSilver Lake\u201d), purchased from the Company $100 million principal amount of First Lien Notes due 2026. The 10.5% First Lien Notes due 2026 issued to affiliates of Silver Lake were issued pursuant to an indenture, dated as of July 31, 2020, among the Company, the guarantors named therein and U.S. Bank National Association, as trustee and collateral agent. The terms of the 10.5% First Lien Notes due 2026 issued to the holders of the Existing Subordinated Notes and the 10.5% First Lien Notes due 2026 issued to Silver Lake are substantially identical. The $300 million principal amount of new funding is prior to deducting discounts of $30.0 million and deferred financing costs paid to lenders of $6.0 million related to the First Lien Notes due 2026. The discount and deferred financing costs will be amortized to interest expense over the term using the effective interest method. Silver Lake has sold the previously held $100 million aggregate principal amount of the First Lien Notes due 2026 previously held.
The First Lien Notes due 2026 bear interest at a rate of 10.5% per annum, payable semi-annually on June 15 and December 15, beginning on December 15, 2020. The First Lien Notes due 2026 are redeemable at the Company\u2019s option prior to June 15, 2022, at a redemption price equal to 100% of their aggregate principal amount and accrued and unpaid interest, plus an applicable make-whole premium. On or after June 15, 2022, the First Lien Notes due 2026 will be redeemable, in whole or in part, at redemption prices equal to (i) 105.250% for the twelve-month period beginning on June 15, 2022; (ii) 102.625% for the twelve-month period beginning on June 15, 2023 and (iii) 100.000% at any time thereafter, plus accrued and unpaid interest, if any. In addition, at any time on or prior to June 15, 2022, the Company may, subject to certain limitations specified in the First Lien Notes due 2026 Indenture, on one or more occasions, redeem up to 35% of the aggregate principal amount of the First Lien Notes due 2026 at a redemption price equal to 110.500% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, with the net cash proceeds of certain equity offerings. If the Company or its restricted subsidiaries sell assets, under certain circumstances, the Company will be required to use the net proceeds to redeem the First Lien Notes due 2026 at a price equal to 100% of the issue price of the First Lien Notes due 2026, plus accrued and unpaid interest, if any. Upon a Change of Control (as defined in the indentures governing the First Lien Notes due 2026), the Company must offer to purchase the First Lien Notes due 2026 at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any. The First Lien Notes due 2026 have not been registered under the Securities Act and will mature on April 24, 2026.
The First Lien Notes due 2026 are fully and unconditionally guaranteed on a joint and several basis by each of the Company\u2019s subsidiaries that currently guarantee its obligations under the Company\u2019s Senior Secured Credit Facility. The First Lien Notes due 2026 are secured by a first-priority lien on the Collateral.
The indentures governing the First Lien Notes due 2026 contain covenants that restrict the ability of the Company to: incur additional debt or issue certain preferred shares; pay dividends on or make other distributions in respect of its capital stock or make other restricted payments; make certain investments; or transfer certain assets; create liens on certain assets to secure debt; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; enter into certain transactions with its affiliates; and allow to exist certain restrictions on the ability of its subsidiaries to pay dividends or make other payments to the Company. The indentures governing the First Lien Notes due 2026 also contain certain affirmative covenants and events of default.
Senior Secured Credit Facilities. The Company is party to that certain Credit Agreement, dated as of April 30, 2013 (as amended by the First Amendment to Credit Agreement, dated as of December\u00a011, 2015, that certain Second Amendment to Credit Agreement, dated as of November\u00a08, 2016, that certain Third Amendment to Credit Agreement, dated as of May\u00a09, 2017, that certain Fourth Amendment to Credit Agreement, dated as of June\u00a013, 2017, that certain Fifth Amendment to Credit Agreement, dated as of August\u00a014, 2018, the Sixth Amendment (as defined below), the Seventh Amendment (as defined below), the Eighth Amendment (as defined below), the Ninth Amendment (as defined below) and the Tenth Amendment (as defined below)), with the issuing banks and lenders from time to time party thereto and Wilmington Savings Fund Society, FSB, as administrative agent (as successor to Citicorp North America, Inc., the\u00a0\u201cAdministrative Agent\u201d), pursuant to which the lenders have agreed to provide the Term Loan Facility (as defined below) and the Revolving Credit Facility. The Senior Secured Credit Facilities are provided by a syndicate of banks and other financial institutions
On March 8, 2021, the Company entered into the Ninth Amendment to the Credit Agreement (the \u201cNinth Amendment\u201d) with the requisite revolving lenders party thereto and the Administrative Agent, pursuant to which such revolving lenders agreed to extend the Initial Covenant Suspension Period for the financial covenant applicable to the Revolving Credit Facility from March 31, 2021 to March 31, 2022, as described, and on the terms and conditions specified, therein. See Note 17\u2014Subsequent Events for further information.
In addition, on March 8, 2021 the Company entered into the Tenth Amendment to the Credit Agreement (the \u201cTenth Amendment\u201d), pursuant to which the Company agreed not to consent to certain modifications to the Credit Agreement described in the Tenth Amendment without the consent of the majority of the revolving lenders party to the Tenth Amendment.
On July 31, 2020, the Company entered into the Eighth Amendment to the Credit Agreement (the \u201cEighth Amendment\u201d) with Citicorp North America, Inc., as the administrative agent, pursuant to which certain restrictive provisions, including modifications to the covenants limiting indebtedness, liens, investments, asset sales and restricted payments, were added to the Credit Agreement to ensure that the terms and conditions of the First Lien Notes due 2026, the Convertible Notes due 2026 and the Second Lien Notes due 2026 (subject to certain exceptions) are not materially more favorable (when taken as a whole) to the noteholders than the terms and conditions of the Credit Agreement (when taken as a whole) are to the lenders thereunder. The Company accounted for this transaction as a modification of debt.
On April 23, 2020, the Company entered into the Seventh Amendment to the Credit Agreement (the \u201cSeventh Amendment\u201d) with the requisite revolving lenders party thereto and Citicorp North America, Inc., as administrative agent, pursuant to which the requisite revolving lenders party thereto agreed to suspend the financial covenant applicable to the Revolving Credit Facility for the period from and after the effective date of the Seventh Amendment to and including the earlier of (a) March 31, 2021 and (b) the day immediately preceding the last day of the Test Period (as defined in the Credit Agreement) during which the Company has delivered a Financial Covenant Election (as defined in the Credit Agreement) to the Administrative Agent (such period, the \u201cInitial Covenant Suspension Period\u201d). During the Initial Covenant Suspension Period, the Company will not, and will not permit any of its restricted subsidiaries to, make certain restricted payments, and such conditions were further amended by the Ninth Amendment. As an ongoing condition to the suspension of the financial covenant, the Company agreed to a minimum Liquidity (as defined in the Seventh Amendment) test, which was amended by the Ninth Amendment. In addition, the Seventh Amendment provides for certain changes to the covenants limiting indebtedness, liens and restricted payments that are intended to match corresponding restrictions under the 10.5% first lien notes due 2025 (the \u201cFirst Lien Notes due 2025\u201d) and to ensure that the terms and conditions of the First Lien Notes due 2025 (subject to certain exceptions) are not materially more favorable (when taken as a whole) to the noteholders than the terms and conditions of the Credit Agreement (when taken as a whole) are to the lenders thereunder. Pursuant to the terms of the Seventh Amendment, these more restrictive terms will be operative until the repayment, satisfaction, defeasance or other discharge of the obligations under the First Lien Notes due 2025 or an effective amendment of, other consent or waiver with respect to, or covenant defeasance pursuant to the Indenture as result of which the covenants limiting indebtedness, liens and restricted payments thereunder are of no further force or effect. Certain Provisions of the Seventh Amendment are amended by the Ninth Amendment.
On April\u00a022, 2019, the Company entered into the Sixth Amendment to Credit Agreement (the \u201cSixth Amendment\u201d) with each lender party thereto and Citicorp North America, Inc., as administrative agent. Pursuant to the Sixth Amendment, the lenders agreed to provide senior secured financing of $2,225.0\u00a0million in aggregate, consisting of (1)\u00a0$2,000.0\u00a0million in aggregate principal amount of senior secured tranche B loans maturing April\u00a022, 2026 (the \u201cTerm Loan Facility\u201d and the loans thereunder, the \u201cTerm Loans\u201d) and (2)\u00a0a $225.0\u00a0million senior secured revolving credit facility (which is also available for letters of credit and for swingline borrowings on same-day notice) maturing April\u00a022, 2024 (the \u201cRevolving Credit Facility\u201d and, together with the Term Loan Facility, the \u201cSenior Secured Credit Facilities\u201d). The proceeds of the Term Loan Facility were used to repay all of the Company\u2019s existing term loans in an aggregate principal amount of approximately $1,338.5\u00a0million and to fund the redemptions of the 5.875% Senior Subordinated Notes due 2022 and the 6.0% Senior Secured Notes due 2023. The Company recorded a loss of $16.6\u00a0million during the year ended December 31, 2019 related to these transactions, comprised of $14.1\u00a0million of extinguishment losses and $2.5\u00a0million of third party costs related to the modification of the Term Loans.
All obligations under the Credit Agreement are guaranteed by, subject to certain exceptions, each of the Company\u2019s current and future wholly-owned material U.S. restricted subsidiaries. All obligations under the Credit Agreement, and the guarantees of those obligations, are secured by substantially all of the assets of the Company and each guarantor, subject to customary exceptions, including:
| \u25cf | a pledge of 100% of the equity interests directly held by the Company and each guarantor in any wholly-owned material subsidiary of the Company or any guarantor (which pledge, in the case of any non-U.S. subsidiary of a U.S. subsidiary, will not include more than 65% of the voting stock of such non-U.S. subsidiary), subject to certain exceptions; and |
| \u25cf | a security interest in substantially all other tangible and intangible assets of the Company and each guarantor, subject to certain exceptions. |
The Credit Agreement will require the Company to prepay outstanding term loans, subject to certain exceptions, with:
| \u25cf | 50% (which percentage will be reduced to 0% if the Company attains a certain secured net leverage ratio) of the Company\u2019s annual excess cash flow; |
| \u25cf | 100% of the net cash proceeds of certain non-ordinary course asset sales by the Company and its restricted subsidiaries (including casualty and condemnation events, subject to de minimis thresholds), and subject to the right to reinvest 100% of such proceeds, subject to certain qualifications; and |
| \u25cf | 100% of the net proceeds of any issuance or incurrence of debt by the Company or any of its restricted subsidiaries, other than certain debt permitted under the Credit Agreement. |
The foregoing mandatory prepayments will be used to reduce the installments of principal payments on the Term Loan Facility. The Company may voluntarily repay outstanding loans under the Senior Secured Credit Facilities at any time without premium or penalty, except for customary \u201cbreakage\u201d costs with respect to LIBOR loans under the Senior Secured Credit Facilities.
Borrowings under the Term Loan Facility bear interest at a rate per annum equal to, at the Company\u2019s option, either (1)\u00a0an applicable margin plus a base rate determined by reference to the highest of (a)\u00a00.50% per annum plus the Federal Funds Effective Rate, (b)\u00a0the prime rate announced by the Administrative Agent from time to time and (c)\u00a0LIBOR determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00% or (2)\u00a0an applicable margin plus LIBOR determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs. Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to an applicable margin based upon a leverage-based pricing grid, plus, at the Company\u2019s option, either (1)\u00a0a base rate determined by reference to the highest of (a)\u00a00.50% per annum plus the Federal Funds Effective Rate, (b)\u00a0the prime rate announced by the Administrative Agent from time to time and (c)\u00a0LIBOR determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00% or (2)\u00a0LIBOR determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs. As of December 31, 2020, the applicable margins for LIBOR borrowings under the Term Loan Facility and the Revolving Credit Facility were 3.00% and 2.50%, respectively.
The Credit Agreement contains other customary terms, including (1)\u00a0representations, warranties and affirmative covenants, (2)\u00a0negative covenants, including limitations on indebtedness, liens, mergers and acquisitions, asset sales, investments, distributions, prepayments of subordinated debt and transactions with affiliates, in each case subject to baskets, thresholds and other exceptions, and (3)\u00a0customary events of default.
The availability of certain baskets and the ability to enter into certain transactions will also be subject to compliance with certain financial ratios. In addition, the Revolving Credit Facility includes a financial covenant that requires, in certain circumstances, compliance with a certain secured leverage ratio.
Convertible Notes due 2026. Concurrently with the Exchange Offers, to obtain the consent of the holders of the 2.95% Convertible Notes due 2024 (the \u201cConvertible Notes due 2024\u201d) to the transactions contemplated by the Exchange Offers, the Company restructured $600 million of Convertible Notes due 2024 issued in 2018 to Silver Lake and others pursuant to which the maturity of the Convertible Notes due 2024 was extended to May 1, 2026 (the \u201cConvertible Notes due 2026\u201d) (the \u201cConvertible Notes\u201d means the Convertible Notes due 2024 before July 31, 2020 and the Convertible Notes due 2026 after July 31, 2020), a first-priority lien on the Collateral was granted to secure indebtedness thereunder and certain covenants were modified. The Convertible Notes due 2026 were issued pursuant to an amended and restated indenture, dated as of July 31, 2020, among the Company, the guarantors named therein and
U.S. Bank National Association, as trustee and collateral agent. The Company accounted for this transaction as a modification of debt as the lenders did not grant a concession and the difference between the present value of the old and new cash flows was less than 10%. The modification did not result in the recognition of any gain or loss and the Company established new effective interest rates based on the carrying value of the Convertible Notes due 2024. Third party costs related to the transaction were expensed as incurred and amounts paid to lenders were capitalized and amortized through maturity of the debt.
The carrying value of the Convertible Notes is as follows:
Carrying Value | Increase | Carrying Value | Increase | Reclassification | Carrying Value | |||||||||||||
at Issuance on | to Expense | as of | to Expense | to Additional | as of | |||||||||||||
(In millions) | December 31, 2018 | (Income) | December 31, 2019 | (Income) | Paid-in Capital | December 31, 2020 | ||||||||||||
Principal balance | $ | 600.0 | $ | \u2014 | $ | 600.0 | $ | \u2014 | $ | \u2014 | $ | 600.0 | ||||||
Discount | (86.7) | 13.0 | (73.7) | 12.2 | \u2014 | (61.5) | ||||||||||||
Deferred financing costs | (13.0) | 1.8 | (11.2) | 1.7 | \u2014 | (9.5) | ||||||||||||
Derivative liability | 24.0 | (23.5) | 0.5 | 89.4 | (89.9) | \u2014 | ||||||||||||
Carrying value | $ | 524.3 | $ | (8.7) | $ | 515.6 | $ | 103.3 | $ | (89.9) | $ | 529.0 |
On September\u00a014, 2018, the Company issued $600.0\u00a0million aggregate principal amount of its 2.95% Senior Unsecured Convertible Notes due 2024 to Silver Lake and others. The Convertible Notes due 2024 would have matured on September\u00a015, 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.
On April 24, 2020, the Company entered into a supplemental indenture (the \u201cSupplemental Indenture\u201d) to the Convertible Notes due 2024 indenture, dated as of September 14, 2018. The Supplemental Indenture amended the debt covenant under the Convertible Notes due 2024 Indenture to permit the Company to issue the First Lien Notes due 2025, among other changes.
On July 31, 2020, concurrently with the Exchange Offers to obtain the consent of the holders of the Convertible Notes due 2024 to the transactions contemplated by the Exchange Offers, the Company restructured the $600 million of Convertible Notes due 2024 issued in 2018 to Silver Lake and others pursuant to which the maturity of the Convertible Notes due 2024 were extended to May 1, 2026 (the reset of the conversion price as discussed below was not extended ) and a first-priority lien on the Collateral was granted to secure indebtedness thereunder. The Convertible Notes due 2026 are convertible at the option of the holders thereof on the same terms as the Convertible Notes due 2024. Upon maturity, the $600.0 million principal amount of the Convertible Notes due 2026 will be payable in cash. The Company will pay interest in cash on the Convertible Notes due 2026 at 2.95% per annum, semi-annually in arrears on September\u00a015th\u00a0and March\u00a015th, commencing on September\u00a015, 2020.
On September 14, 2018, the Company bifurcated the conversion feature from the principal balance of the Convertible Notes due 2024 as a derivative liability because (1)\u00a0a 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\u2019s equity, (2)\u00a0the conversion feature standing alone meets the definition of a derivative, and (3) the Convertible Notes due 2024 are not remeasured at fair value each reporting period with changes in fair value recorded in the consolidated statement of operations. The initial derivative liability of $90.4\u00a0million 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 extended term of the Convertible Notes due 2026. The Company also recorded deferred financing 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 extended term of the Convertible Notes due 2026. The Company recorded interest expense for the year ended December 31, 2020 of $31.8 million, for the year ended December 31, 2019 of $32.6 million and for the period from September 14, 2018 to December\u00a031, 2018 of $9.7 million.
The derivative liability was remeasured at fair value each reporting period, a Level 3 fair value estimate, until the conversion price reset on September 14, 2020, with changes in fair value recorded in the consolidated statements of operations as other expense or income. On September 14, 2020, the conversion price reset from $18.95 per share to $13.51 per share pursuant to the terms of the Indenture for the Convertible Notes due 2026 and the derivative liability as of September 14, 2020 was reclassified to permanent equity as the conversion feature is indexed to the Company\u2019s equity. For the years ended December 31, 2020, December 31, 2019 and December 31, 2018, the Company recorded in other expense (income) of $89.4 million, $(23.5) million and $(66.4) million, respectively, related to the derivative
liability fair value adjustments for embedded conversion feature in the Convertible Notes due 2024. The if-converted value of the Convertible Notes due 2026 is less than the principal balance by approximately $505.8 million as of December 31, 2020 based on the closing price per share of the Company\u2019s common stock of $2.12 per share. In addition, as a result of the adjustment to the conversion price, any future conversion of the Convertible Notes due 2026 will result in 5,666,000 shares of the Company\u2019s Class B common stock held by Wanda being subject to forfeiture and retirement by the Company at no additional cost pursuant to the Stock Repurchase and Cancellation Agreement (the \u201cStock Repurchase Agreement\u201d) between the Company and Wanda discussed in Note 9\u2014Stockholders\u2019 Equity. This cancellation agreement is a contingent call option for the forfeiture shares, which is a freestanding derivative measured at fair value on a recurring basis, which was a Level 3 estimate of fair value. The initial derivative asset of $10.7 million is offset by a credit to stockholders\u2019 equity related to the Class B common stock purchase and cancellation. The forfeiture shares feature was not clearly and closely related to the Convertible Notes due 2026 host and it was bifurcated and accounted for as a derivative asset measured at fair value through earnings each reporting period until the conversion feature reset on September 14, 2020, with changes in fair value recorded in the consolidated statement of operations as other expense or income. On September 14, 2020, the conversion price reset from $18.95 per share to $13.51 per share pursuant to the terms of the Indenture for the Convertible Notes due 2026 and the derivative asset as of September 14, 2020 was reclassified to permanent equity as the number of shares that will be cancelled on conversion of the Convertible Notes due 2026 are known. For the years ended December 31, 2020, December 31, 2019, and December 31, 2018, this resulted in other expense (income) of $19.6 million, $17.7 million, and $(45.0) million, respectively, related to the derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement. Additionally, the conversion rate will be adjusted if any cash dividend or distribution is made to all or substantially all holders of the Company\u2019s common stock (other than a regular, quarterly cash dividend that does not exceed $0.20 per share until September 14, 2020 and $0.10 per share thereafter). Any Convertible Notes due 2026 that are converted in connection with a Make-Whole Fundamental Change (as defined in the indenture governing the Convertible Notes due 2026) are, under certain circumstances, entitled to an increase in the conversion rate. The Company recorded an immaterial non-cash correction of $26.2 million recorded in other expense during the year ended December 31, 2020. The adjustment related to the Company correcting the valuation methodology applied to the derivative asset related to the cancellation agreement entered into on September 14, 2018, a Level 3 estimate of fair value for a complex instrument developed in consultation with a third party specialist.
Upon conversion by a holder of the Convertible Notes due 2026, the Company shall deliver, at its election, either cash, shares of the Company\u2019s Class\u00a0A common stock or a combination of cash and shares of the Company\u2019s Class\u00a0A common stock at an initial conversion rate of 52.7704 per $1,000 principal amount of the Convertible Notes due 2026 (which represented an initial conversion price of $18.95), in each case subject to customary anti-dilution adjustments. In addition to typical anti-dilution adjustments, because the then-applicable conversion price was greater than 120% of the average of the volume-weighted average price of the Company\u2019s Class A common stock for the 10 days prior to the second anniversary of issuance on September 14, 2020 (the \u201cReset Conversion Price\u201d), the conversion price for the Convertible Notes due 2026 was subject to a reset provision that adjusted the conversion price downward to such Reset Conversion Price. However, this conversion price reset provision was subject to a conversion price floor such that the shares of the Company\u2019s Class\u00a0A common stock issuable upon conversion would not exceed 30% of the Company\u2019s then outstanding fully-diluted share capital after giving effect to the conversion. The volume-weighted average price of the Company\u2019s Class A common stock for the ten consecutive trading days ending on September 14, 2020 was $6.55 and, as a result, the conversion price reset provision was triggered. Effective as of September 14, 2020, the conversion price for the Convertible Notes due 2026 was adjusted to $13.51, which represents the conversion price that would result in 30% of the Company\u2019s then outstanding fully-diluted share capital being issued upon conversion in full of the Convertible Notes due 2026. The conversion price reset provision was only applicable at September 14, 2020 and any future adjustments to the conversion price will be due to customary anti-dilution adjustments as set forth in the indenture governing the Convertible Notes due 2026. The holders of the Convertible Notes due 2026 may elect to convert the Convertible Notes due 2026 at any time and from time to time until September 15, 2024. As of December 31, 2020, the $600.0 million principal balance of the Convertible Notes due 2026 would be convertible into 44,422,860, compared to 31,662,240 shares of Class A common stock before giving effect to the conversion price reset on September 14, 2020. See Note 17\u2014-Subsequent Events regarding the election to convert all $600.0 million of the Convertible Notes due 2026 into shares of the Company\u2019s Class A common stock.
Odeon Revolving Credit Facility
On December\u00a07, 2017, the Company entered into a Revolving Credit Facility Agreement (\u201cOdeon Revolving Credit Facility\u201d) with Citigroup Global Markets Limited, Lloyds Bank PLC, Barclays Bank PLC and Bank of America
Merrill Lynch International Limited as arrangers. The lenders made available a multicurrency revolving credit facility in an aggregate amount of \u00a3100.0\u00a0million. As of December 31, 2020, the Company had borrowed $120.8 million (the full availability net of standby letters of credit) under its \u00a3100.0\u00a0million Odeon Revolver ($136.3 million based on the foreign currency translation rate of 1.3628 on December 31, 2020). At December\u00a031, 2019, there were no borrowings outstanding under the Odeon Revolver. The interest rate on each loan when drawn down under the Odeon Revolving Credit Facility was 2.5% plus\u00a0IBOR (meaning LIBOR, EURIBOR, CIBOR or STIBOR as applicable) per annum. The undrawn commitment fee was 0.5% of the undrawn amount per annum. All assets located in England and Wales have been pledged as collateral.
On April 24, 2020, Odeon Cinemas Group Limited entered into an amendment to the Odeon Revolving Credit Facility with Lloyds Bank PLC as agent (the \u201cOdeon Amendment\u201d), pursuant to the requisite lenders thereunder granted a waiver of the maintenance covenant thereunder for the period from and after the effective date of the Odeon Amendment to and including the earlier of (a) March 31, 2021 and (b) the day immediately preceding the last day of the Relevant Period (as defined in the Odeon Amendment) during which Odeon Cinemas Group Limited has delivered a Financial Covenant Election (as defined in the Odeon Amendment) to the agent (the \u201cOdeon Covenant Suspension Period\u201d). During the Odeon Covenant Suspension Period, Odeon Cinemas Group Limited will not, and will not permit any of its subsidiaries to, make certain restricted payments including payment on shareholder loans, provided that cash payments of interest with respect to shareholder loans will be permitted. Additionally, lenders granted a waiver such that certain events or circumstances resulting from COVID-19 virus occurring prior to the Odeon Amendment and continuing will be deemed not to constitute an event of default under the Odeon Revolving Credit Facility. See Note 17\u2014-Subsequent Events for information regarding the new \u00a3140.0 million and \u20ac296.0 million Odeon Term Loan Facility entered into on February 15, 2021, the net proceeds used to repay its existing revolving credit facility, and the minimum liquidity requirements.
First Lien Notes due 2025
On April 24, 2020, the Company issued $500.0 million aggregate principal amount of its 10.5% First Lien Notes due 2025, in a private offering, pursuant to an indenture, dated as of April 24, 2020 (the \u201cFirst Lien Notes Indenture\u201d), among the Company, the guarantors named therein and U.S. Bank National Association, as trustee and collateral agent. The Company used the net proceeds from the First Lien Notes due 2025 private offering for general corporate purposes, including further increasing the Company\u2019s liquidity. The First Lien Notes due 2025 were issued with a discount of $10.0 million and bear interest at a rate of 10.5% per annum, payable semi-annually on April 15 and October 15 each year, commencing October 15, 2020. The First Lien Notes due 2025 will mature on April 15, 2025. The Company recorded deferred financing costs of approximately $8.9 million related to the issuance of the First Lien Notes due 2025 and will amortize those costs to interest expense under the effective interest method over the term of the First Lien Notes due 2025.
The First Lien Notes due 2025 are general senior secured obligations of the Company and are fully and unconditionally guaranteed on a joint and several senior secured basis by all of the Company\u2019s existing and future subsidiaries that guarantee the Company\u2019s other indebtedness, including the Company\u2019s Senior Secured Credit Facility. The First Lien Notes due 2025 are secured, on a pari passu basis with the Senior Secured Credit Facility, on a first-priority basis by substantially all of the tangible and intangible assets owned by the Company and guarantors that secure obligations under the Senior Secured Credit Facility including pledges of capital stock of certain of the Company\u2019s and the guarantor\u2019s wholly-owned material subsidiaries (but limited to 65% of the voting stock of any foreign subsidiary), subject to certain thresholds, exceptions and permitted liens.
The Company may redeem some or all of the First Lien Notes due 2025 at any time on or after April 15, 2022, at the redemption prices set forth in the First Lien Notes Indenture. In addition, the Company may redeem up to 35% of the aggregate principal amount of the First Lien Notes due 2025 using net proceeds from certain equity offerings on or prior to April 15, 2022 at a redemption price equal to 110.5% of their aggregate principal amount and accrued and unpaid interest to, but not including, the date of redemption. The Company may redeem some or all of the First Lien Notes due 2025 at 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.
The First Lien Notes Indenture contains covenants that limit the Company\u2019s ability to, among other things: (i) incur additional indebtedness, including additional senior indebtedness; (ii) pay dividends on or make other distributions
in respect of its capital stock; (iii) purchase or redeem capital stock or prepay subordinated debt or other junior securities; (iv) create liens ranking pari passu in right of payment with or subordinated in right of payment to First Lien Notes due 2025; (v) enter into certain transactions with its affiliates; and (vi) merge or consolidate with other companies or transfer all or substantially all of its assets. These covenants are subject to a number of important limitations and exceptions. The First Lien Notes Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding First Lien Notes due 2025 to be due and payable immediately.
Sterling Notes Due 2024
On November\u00a08, 2016, the Company issued \u00a3250.0 million aggregate principal amount of its 6.375% Senior Subordinated Notes due 2024 (the \"Sterling Notes due 2024\") in a private offering. The Company recorded deferred financing costs of approximately $14.1 million related to the issuance of the Sterling Notes due 2024. The Sterling Notes due 2024 mature on November\u00a015, 2024. The Company will pay interest on the Sterling Notes due 2024 at 6.375% per annum, semi-annually in arrears on May\u00a015th\u00a0and November\u00a015th, commencing on May\u00a015, 2017. The Company may redeem some or all of the Sterling Notes due 2024 at any time on or after November\u00a015, 2019 at 104.781% of the principal amount thereof, declining ratably to 100% of the principal amount thereof on or after November\u00a015, 2022, plus accrued and unpaid interest to the redemption date. On or prior to November\u00a015, 2019, the Company may redeem the Sterling Notes due 2024 at par, including accrued and unpaid interest plus a make-whole premium. The Company used the net proceeds from the Sterling Notes due 2024 private offering to pay the consideration for the Odeon acquisition and the related refinancing of Odeon debt assumed in the acquisition.
On March\u00a017, 2017, the Company issued \u00a3250.0\u00a0million additional aggregate principal amount of its Sterling Notes due 2024 at 106% plus accrued interest from November\u00a08, 2016 in a private offering. These additional Sterling Notes due 2024 were offered as additional notes under an indenture pursuant to which the Company had previously issued and has outstanding \u00a3250.0\u00a0million aggregate principal amount of its 6.375% Sterling Notes due 2024. The Company recorded deferred financing costs of approximately $12.7\u00a0million related to the issuance of the additional Sterling Notes due 2024. The Sterling Notes due 2024 mature on November\u00a015, 2024. The Company will pay interest on the Sterling Notes due 2024 at 6.375% per annum, semi-annually in arrears on May\u00a015th\u00a0and November\u00a015th, commencing on May\u00a015, 2017. Interest on the additional Sterling Notes will accrue from November\u00a08, 2016. The Company may redeem some or all of the Sterling Notes due 2024 at any time on or after November\u00a015, 2019, at 104.781% of the principal amount thereof, declining ratably to 100% of the principal amount thereof on or after November\u00a015, 2022, plus accrued and unpaid interest to the redemption date. In addition, the Company may redeem up to 35% of the aggregate principal amount of the Sterling Notes due 2024 using net proceeds from certain equity offerings completed on or prior to November\u00a015, 2019. On or prior to November\u00a015, 2019, the Company may redeem the Sterling Notes due 2024 at par, including accrued and unpaid interest plus a make-whole premium. The Company used the net proceeds from the additional Sterling Notes to pay a portion of the consideration for the acquisition of Nordic plus related refinancing of Nordic debt assumed in the acquisition.
On March\u00a017, 2017, in connection with the issuance of the additional Sterling Notes due 2024, the Company entered into a registration rights agreement. Subject to the terms of the registration rights agreement, the Company is required to (1)\u00a0file one or more registration statements with the SEC not later than 270 days from November\u00a08, 2016 with respect to the registered offer to exchange the notes for new notes of the Company having terms identical in all material respects to the notes and (2)\u00a0use its commercially reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act within 365 days of November\u00a08, 2016. The Company filed its Form\u00a0S\u20134 registration statement related to the registration rights agreement with the Securities and Exchange Commission on April\u00a019, 2017, and it was declared effective June\u00a07, 2017. All of the original notes were exchanged as of July\u00a012, 2017.
On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amounts of Sterling Notes due 2024 by approximately $632.1 million (\u00a3496,014 par value), or 99.2% of the then outstanding Sterling Notes due 2024.
Notes Due 2025
On June\u00a05, 2015, the Company issued $600.0 million aggregate principal amount of its 5.75% Senior Subordinated Notes due 2025 (the \u201cNotes due 2025\u201d) in a private offering. The Company capitalized deferred financing costs of approximately $11.4 million, related to the issuance of the Notes due 2025. The Notes due 2025 mature on June\u00a015, 2025. The Company will pay interest on the Notes due 2025 at 5.75% per annum, semi-annually in arrears on
June\u00a015th and December\u00a015th, commencing on December\u00a015, 2015. The Company may redeem some or all of the Notes due 2025 at any time on or after June\u00a015, 2020 at 102.875% of the principal amount thereof, declining ratably to 100% of the principal amount thereof on or after June\u00a015, 2023, plus accrued and unpaid interest to the redemption date. Prior to June\u00a015, 2020, the Company may redeem the Notes due 2025 at par plus a make-whole premium. The Company used the net proceeds from the Notes due 2025 private offering and cash on hand, to pay the consideration for the tender offer for the Notes due 2020, plus any accrued and unpaid interest and related transaction fees and expenses.
On June\u00a05, 2015, in connection with the issuance of the Notes due 2025, the Company entered into a registration rights agreement. Subject to the terms of the registration rights agreement, the Company filed a registration statement on June\u00a019, 2015 pursuant to the Securities Act of 1933, as amended, relating to an offer to exchange the original Notes due 2025 for exchange Notes due 2025 registered pursuant to an effective registration statement; the registration statement was declared effective on June\u00a029, 2015, and the Company commenced the exchange offer. The exchange notes have terms substantially identical to the original notes except that the exchange notes do not contain terms with respect to transfer restrictions and registration rights and additional interest payable for the failure to consummate the exchange offer within 210 days after the issue date. After the exchange offer expired on July\u00a027, 2015, all of the original Notes due 2025 were exchanged.
On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amounts of Notes due 2025 by approximately $501.7 million, or 83.61% of the then outstanding Notes due 2025.
Notes Due 2026
On November\u00a08, 2016, the Company issued $595.0 million aggregate principal amount of its 5.875% Senior Subordinated Notes due 2026 (the \"Notes due 2026\") in a private offering. The Company recorded deferred financing costs of approximately $27.0 million related to the issuance of the Notes due 2026. The Notes due 2026 mature on November\u00a015, 2026. The Company will pay interest on the Notes due 2026 at 5.875% per annum, semi-annually in arrears on May\u00a015th\u00a0and November\u00a015th, commencing on May\u00a015, 2017. The Company may redeem some or all of the Notes due 2026 at any time on or after November\u00a015, 2021, at 102.938% of the principal amount thereof, declining ratably to 100% of the principal amount thereof on or after November\u00a015, 2024, plus accrued and unpaid interest to the redemption date. On or prior to November\u00a015, 2021, the Company may redeem the Notes due 2026 at par, including accrued and unpaid interest plus a make-whole premium. The Company used the net proceeds from the Notes due 2026 private offering to pay the consideration for the Odeon acquisition and the related refinancing of Odeon debt assumed in the acquisition.
On November\u00a08, 2016, in connection with the issuance of the Notes due 2026, the Company entered into a registration rights agreement. Subject to the terms of the registration rights agreement, the Company is required to (1)\u00a0file a registration statement with the SEC not later than 270 days from the issuance date with respect to the registered offer to exchange the notes for new notes of the Company having terms identical in all material respects to the notes and (2)\u00a0use its commercially reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act within 365 days of the issuance date. The Company filed its Form\u00a0S\u20134 registration statement related to the registration rights agreement with the Securities and Exchange Commission on April\u00a019, 2017, and it was declared effective June\u00a07, 2017. All of the original notes were exchanged as of July\u00a012, 2017.
On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amounts of Notes due 2026 by approximately $539.4 million, or 90.65% of the then outstanding Notes due 2026.
Notes Due 2027
On March\u00a017, 2017, the Company issued $475.0\u00a0million aggregate principal amount of its 6.125% Senior Subordinated Notes due 2027 (the \"Notes due 2027\"). The Company recorded deferred financing costs of approximately $19.8\u00a0million related to the issuance of the Notes due 2027. The Notes due 2027 mature on May\u00a015, 2027. The Company will pay interest on the Notes due 2027 at 6.125% per annum, semi-annually in arrears on May\u00a015th\u00a0and November\u00a015th, commencing on November\u00a015, 2017. The Company may redeem some or all of the Notes due 2027 at any time on or after May\u00a015, 2022 at 103.063% of the principal amount thereof, declining ratably to 100% of the principal amount thereof on or after May\u00a015, 2025, plus accrued and unpaid interest to the redemption date. In addition, the Company may redeem up to 35% of the aggregate principal amount of the Notes due 2027 using net proceeds from certain equity offerings completed on or prior to May\u00a015, 2020, at a redemption price as set forth in the indenture governing the Notes due 2027. The Company may redeem some or all of the Notes due 2027 at any time prior to May\u00a015, 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. The Company used the net proceeds from the Notes due 2027 private offering to pay a portion of the consideration for the acquisition of Nordic plus related refinancing of Nordic debt assumed in the acquisition.
On March\u00a017, 2017, in connection with the issuance of the Notes due 2027, the Company entered into a registration rights agreement. Subject to the terms of the registration rights agreement, the Company is required to (1)\u00a0file one or more registration statements with the SEC not later than 270 days from the issuance date with respect to the registered offer to exchange the notes for new notes of the Company having terms identical in all material respects to the notes and (2)\u00a0use its commercially reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act within 365 days of the issuance date. The Company filed its Form\u00a0S\u20134 registration statement related to the registration rights agreement with the Securities and Exchange Commission on April\u00a019, 2017, and it was declared effective June\u00a07, 2017. All of the original notes were exchanged as of July\u00a012, 2017.
On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amounts of Notes due 2027 by approximately $344.3 million, or 72.48% of the then outstanding Notes due 2027.
Financial Covenants
As of December\u00a031, 2020, the Company was in a covenant suspension period under the Senior Secured Credit Facility and the Odeon Revolving Credit Facility as described above.
"}]},{"name":"rpt:f-1367","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfDebtInstrumentsTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2019 | ||
First Lien Secured Debt: | ||||||
Senior Secured Credit Facility-Term Loan due 2026 (3.23% as of December 31, 2020) | $ | 1,965.0 | $ | 1,985.0 | ||
Senior Secured Credit Facility-Revolving Credit Facility Due 2024 (range of 2.65% to 2.74% as of December 31, 2020) | 212.2 | \u2014 | ||||
Odeon Revolving Credit Facility Due 2022 (2.5785% as of December 31, 2020) | 93.7 | \u2014 | ||||
Odeon Revolving Credit Facility Due 2022 (2.6% as of December 31, 2020) | 27.1 | \u2014 | ||||
10.5% First Lien Notes due 2025 | 500.0 | \u2014 | ||||
2.95% Senior Secured Convertible Notes due 2026 | 600.0 | \u2014 | ||||
10.5% First Lien Notes due 2026 | 300.0 | \u2014 | ||||
Second Lien Secured Debt: | ||||||
10%/12%/Cash/PIK/Toggle Second Lien Subordinated Notes due 2026 | 1,423.6 | \u2014 | ||||
Senior Debt: | ||||||
2.95% Senior Unsecured Convertible Notes due 2024 | \u2014 | 600.0 | ||||
Subordinated Debt: | ||||||
6.375% Senior Subordinated Notes due 2024 (\u00a34.0 million par value as of December 31, 2020) | 5.4 | 655.8 | ||||
5.75% Senior Subordinated Notes due 2025 | 98.3 | 600.0 | ||||
5.875% Senior Subordinated Notes due 2026 | 55.6 | 595.0 | ||||
6.125% Senior Subordinated Notes due 2027 | 130.7 | 475.0 | ||||
$ | 5,411.6 | $ | 4,910.8 | |||
Finance lease obligations | \u00a0 | 96.0 | \u00a0 | 99.9 | ||
Paid-in-kind interest for 10%/12%/Cash/PIK/Toggle Second Lien Subordinated Notes due 2026 | 7.6 | \u2014 | ||||
Deferred financing costs | (42.1) | (88.8) | ||||
Net premium (discount) (1) | 338.7 | (69.1) | ||||
Derivative liability | \u2014 | 0.5 | ||||
$ | 5,811.8 | $ | 4,853.3 | |||
Less: | ||||||
Current maturities corporate borrowings | (20.0) | \u00a0 | (20.0) | |||
Current maturities finance lease obligations | (12.9) | (10.3) | ||||
$ | 5,778.9 | $ | 4,823.0 |
| (1) | The following table provides the net premium (discount) amounts of corporate borrowings: |
December 31, | December 31, | |||||
(In millions) | 2020 | 2019 | ||||
10%/12%/Cash/PIK/Toggle Second Lien Subordinated Notes due 2026 | $ | 445.1 | $ | \u2014 | ||
2.95% Senior Secured Convertible Notes due 2026 | (61.5) | \u2014 | ||||
2.95% Senior Unsecured Convertible Notes due 2024 | \u2014 | (73.7) | ||||
10.5% First Lien Notes due 2026 | \u00a0 | (28.5) | \u00a0 | \u2014 | ||
10.5% First Lien Notes due 2025 | \u00a0 | (8.9) | \u00a0 | \u2014 | ||
Senior Secured Credit Facility-Term Loan due 2026 | (7.5) | (9.0) | ||||
6.375% Senior Subordinated Notes due 2024 | \u00a0 | \u2014 | \u00a0 | 13.6 | ||
$ | 338.7 | $ | (69.1) |
Principal | |||
Amount of | |||
Corporate | |||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | Borrowings (1) | |
2021 | $ | 20.0 | |
2022 | \u00a0 | 140.7 | |
2023 | \u00a0 | 20.0 | |
2024 | \u00a0 | 237.7 | |
2025 | \u00a0 | 618.3 | |
Thereafter | \u00a0 | 4,374.9 | |
Total | $ | 5,411.6 |
| (1) | See Note 17\u2014Subsequent Events for information regarding the new Odeon Term Loan Facility and the First Lien Toggle Notes due 2026. |
(In thousands) | Total Aggregate Principal Amount Validly Tendered | Percentage of Outstanding Existing Subordinated Notes Validly Tendered | ||||
6.375% Senior Subordinated Notes due 2024 (\u00a3496,014 par value) | $ | 632,145 | 99.20 | % | ||
5.75% Senior Subordinated Notes due 2025 | $ | 501,679 | 83.61 | % | ||
5.875% Senior Subordinated Notes due 2026 | $ | 539,393 | 90.65 | % | ||
6.125% Senior Subordinated Notes due 2027 | $ | 344,279 | 72.48 | % |
Carrying Value | Increase | Carrying Value | Increase | Reclassification | Carrying Value | |||||||||||||
at Issuance on | to Expense | as of | to Expense | to Additional | as of | |||||||||||||
(In millions) | December 31, 2018 | (Income) | December 31, 2019 | (Income) | Paid-in Capital | December 31, 2020 | ||||||||||||
Principal balance | $ | 600.0 | $ | \u2014 | $ | 600.0 | $ | \u2014 | $ | \u2014 | $ | 600.0 | ||||||
Discount | (86.7) | 13.0 | (73.7) | 12.2 | \u2014 | (61.5) | ||||||||||||
Deferred financing costs | (13.0) | 1.8 | (11.2) | 1.7 | \u2014 | (9.5) | ||||||||||||
Derivative liability | 24.0 | (23.5) | 0.5 | 89.4 | (89.9) | \u2014 | ||||||||||||
Carrying value | $ | 524.3 | $ | (8.7) | $ | 515.6 | $ | 103.3 | $ | (89.9) | $ | 529.0 |
NOTE 9\u2014STOCKHOLDERS\u2019 EQUITY
Common Stock Rights and Privileges
The rights of the holders of Holdings\u2019 Class\u00a0A common stock and Holdings\u2019 Class\u00a0B common stock are identical, except with respect to voting and conversion applicable to the Class\u00a0B common stock. Holders of Holdings\u2019 Class\u00a0A common stock are entitled to one vote per share and holders of Holdings\u2019 Class\u00a0B common stock are entitled to three votes per share. Holders of Class\u00a0A common stock and Class\u00a0B common stock will share ratably (based on the number of shares of common stock held) in any dividend declared by its board of directors, subject to any preferential rights of any outstanding preferred stock. The Class\u00a0A common stock is not convertible into any other shares of Holdings\u2019 capital stock. Each share of Class\u00a0B common stock is convertible at any time at the option of the holder into one share of Class\u00a0A common stock. In addition, each share of Class\u00a0B common stock shall convert automatically into one share of Class\u00a0A common stock upon any transfer, whether or not for value, except for certain transfers described in Holdings\u2019 certificate of incorporation.
Equity Distribution Agreements
On September 24, 2020, the Company entered into an equity distribution agreement with Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as sales agents to sell 15 million shares, and also on October 20, 2020 to sell an additional 15 million shares, of the Company\u2019s Class A common stock, par value $0.01 per share, through an \u201cat-the-market\u201d offering program. On November 10, 2020 and December 11, 2020, the Company entered into an equity distribution agreement with Goldman Sachs & Co. LLC and B. Riley Securities, Inc., as sales agents to sell up to 20 million and 178.0 million shares, respectively, of Class A common stock, par value $0.01 per share, through an \u201cat-the-market\u201d offering program.
The Company raised gross proceeds of approximately $272.8 million for the year ended December 31, 2020, through its at-the-market offering of approximately 90,955,685 shares of its Class A common stock and paid fees to the sales agents and other fees of approximately $8.1 million. The Company has used and continues to use the net proceeds from the sale of the Class A common stock pursuant to the equity distribution agreement for general corporate purposes, which may include the repayment, refinancing, redemption or repurchase of existing indebtedness or working capital, capital expenditures and other investments. See Note 17\u2014Subsequent Events for further information regarding additional at-the-market offerings of 50 million shares of Class A common stock and the sale of shares for net proceeds of approximately $582.0 million.
Exchange Offers
Certain backstop purchasers of the First Lien Notes due 2026 that participated in the Exchange Offer received five million Class A common shares. See Note 8\u2014Corporate Borrowings and Finance Lease Obligations for further information.
Mudrick Transaction
On December 14, 2020, Mudrick received a total of 21,978,022 shares of the Company\u2019s Class A common stock; of which 8,241,758 shares relates to consideration received for a commitment fee and 13,736,264 shares as consideration received for (i) the commitment provided with respect to the First Lien Toggle Notes due 2026 and (ii) the Second Lien Exchange. See Note 8\u2014Corporate Borrowings and Finance Lease Obligations for further information.
Dividends
Since April 24, 2020, the Company has been prohibited from making dividend payments in accordance with the covenant suspension conditions in its Senior Secured Credit Facility Agreement. The following is a summary of dividends and dividend equivalents declared to stockholders during the year ended December 31, 2020:
Amount\u00a0per | Total Amount | |||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Share\u00a0of | \u00a0\u00a0\u00a0\u00a0 | Declared | |||||
Declaration Date | Record Date | Date Paid | Common Stock | (In millions) | ||||||
February\u00a026, 2020 | March\u00a09, 2020 | March\u00a023, 2020 | $ | 0.03 | $ | 3.2 |
During the year ended December\u00a031, 2020, the Company paid dividends and dividend equivalents of $6.5\u00a0million and accrued $0.4 million for the remaining unpaid dividends at December\u00a031, 2020. The aggregate dividends paid for Class A common stock, Class B common stock, and dividend equivalents were approximately $1.6\u00a0million, $1.6 million, and $3.3 million, respectively.
The following is a summary of dividends and dividend equivalents declared to stockholders during the year ended December\u00a031, 2019:
Amount\u00a0per | Total Amount | |||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Share\u00a0of | \u00a0\u00a0\u00a0\u00a0 | Declared | |||||
Declaration Date | Record Date | Date Paid | Common Stock | (In millions) | ||||||
February\u00a015, 2019 | March 11, 2019 | March 25, 2019 | $ | 0.20 | $ | 21.3 | ||||
May 3, 2019 | June 10, 2019 | June 24, 2019 | 0.20 | 21.3 | ||||||
August 2, 2019 | September 9, 2019 | September 23, 2019 | 0.20 | 21.3 | ||||||
October 24, 2019 | December 2, 2019 | December 16, 2019 | 0.20 | 21.0 |
During the year ended December\u00a031, 2019, the Company paid dividends and dividend equivalents of $84.1\u00a0million and accrued $2.3 million for the remaining unpaid dividends at December\u00a031, 2019. The aggregate dividends paid for Class A common stock, Class B common stock, and dividend equivalents were approximately $41.7\u00a0million, $41.4 million, and $1.0 million, respectively.
The following is a summary of dividends and dividend equivalents declared to stockholders during the year ended December\u00a031, 2018:
Amount\u00a0per | Total Amount | |||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Share\u00a0of | \u00a0\u00a0\u00a0\u00a0 | Declared | |||||
Declaration Date | Record Date | Date Paid | Common Stock | (In millions) | ||||||
February\u00a028, 2018 | March\u00a012, 2018 | March\u00a026, 2018 | $ | 0.20 | $ | 26.0 | ||||
May 3, 2018 | June 11, 2018 | June 25, 2018 | 0.20 | 26.0 | ||||||
July 24, 2018 | September 10, 2018 | September 24, 2018 | 0.20 | 25.8 | ||||||
September 14, 2018 | September 25, 2018 | September 28, 2018 | 1.55 | 162.9 | ||||||
November 1, 2018 | December 10, 2018 | December 26, 2018 | 0.20 | 21.2 |
During the year ended December\u00a031, 2018, the Company paid dividends and dividend equivalents of $258.1\u00a0million and accrued $4.0\u00a0million for the remaining unpaid dividends at December\u00a031, 2018. The aggregate
dividends paid for Class A common stock, Class B common stock, and dividend equivalents were approximately $122.0\u00a0million, $136.1\u00a0million, and $0.1\u00a0million, respectively.
Related Party Transactions
As of December\u00a031, 2020 and December\u00a031, 2019, the Company recorded a receivable due from Wanda of $0.7\u00a0million and $0.8\u00a0million, respectively for reimbursement of general administrative and other expense incurred on behalf of Wanda. The Company recorded cost reductions for general and administrative services provided on behalf of Wanda of $0.3 million, $0.4 million and $0.0 million for the years ended December\u00a031, 2020, December\u00a031, 2019, and December\u00a031, 2018, respectively. Wanda owns Legendary Entertainment, a motion picture production company. The Company will occasionally play Legendary\u2019s films in its theatres as a result of transactions with independent film distributors.
On September\u00a014, 2018, the Company entered into the Investment Agreement with Silver Lake, relating to the issuance to Silver Lake (or its designated affiliates) of $600.0\u00a0million principal amount of the Convertible Notes due 2024 and entered into an amended and restated investment agreement with Silver Lake, relating to the issuance of the Convertible Notes due 2026 on August 31, 2020. See Note\u00a08\u2014Corporate Borrowings and Finance Lease Obligations - Convertible Notes and Note 17\u2014Subsequent Events for more information.
On September\u00a014, 2018, the Company, Silver Lake and Wanda entered into a Right of First Refusal Agreement (the \u201c ROFR Agreement \u201d), which provides Silver Lake certain rights to purchase shares of the Company\u2019s common stock that Wanda proposes to sell during a period of two years from the date of execution of the ROFR Agreement or, if earlier, until such time that Wanda and its affiliates cease to beneficially own at least 50.1% of the total voting power of the Company\u2019s voting stock. The ROFR Agreement expired unexercised.
As of December 31, 2020, Wanda owns 23.08% of AMC through its 51,769,784 shares of Class B common stock. With the three-to-one voting ratio between the Company\u2019s Class B and Class A common stock, Wanda had significant influence over of AMC with 47.37% of the voting power of the Company\u2019s common stock. As discussed in Note 8\u2014Corporate Borrowings and Finance Lease Obligations and Note 17\u2014Subsequent Events, 5,666,000 shares of Class B common stock held by Wanda were forfeited and cancelled in connection with the Convertible Notes due 2026 conversion and Wanda converted all of its remaining and outstanding Class B common stock to Class A common stock on February 1, 2021.
Treasury Stock
On February\u00a027, 2020, the Company announced that its Board of Directors authorized a share repurchase program for an aggregate purchase of up to $200.0 million shares of Class A common stock. As of April 24, 2020, the Company is prohibited from making purchases under its authorized stock repurchase program in accordance with the covenant suspension conditions in its Senior Secured Credit Facility Agreement. As of December 31, 2020, $200.0 million remained available for repurchase under this plan. A three-year time limit had been set for the completion of this program, expiring February 26, 2023.
Stock-Based Compensation
2013 Equity Incentive Plan
The 2013 Equity Incentive Plan provides for grants of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units (\u201cRSU\u2019s\u201d), performance stock units (\u201cPSU\u2019s), stock awards, and cash performance awards. The maximum number of shares of Holdings\u2019 common stock available for delivery pursuant to awards granted under the second amendment to the 2013 Equity Incentive Plan is 15 million shares. At December\u00a031, 2020, the aggregate number of shares of Holdings\u2019 common stock available for grant was 8,520,193 shares.
The Company recorded stock-based compensation expense of $25.4 million, $4.4 million, and $14.9 million within general and administrative: other during the years ended December\u00a031, 2020, December\u00a031, 2019, and December\u00a031, 2018, respectively. As of December 31, 2020, the remaining unrecognized compensation cost related to stock-based compensation arrangements was approximately $15.2 million. The weighted average period over which this remaining compensation expense will be recognized is approximately 1.5 years.
Awards Granted in 2020, 2019, and 2018
AMC\u2019s Board of Directors approved awards of stock, RSU\u2019s, and PSU\u2019s to certain of the Company\u2019s employees and directors under the 2013 Equity Incentive Plan. During years 2020, 2019, and 2018, the grant date fair value of these awards was based on the closing price of AMC\u2019s stock on the date of grant, which ranged from $2.36 to $15.65 per share. A dividend equivalent for restricted stock units and performance stock units equal to the amount paid in respect of one share of Class A common stock underlying the unit began to accrue with respect to the unit on the date of grant. Such accrued dividend equivalents are paid to the holder upon vesting of the units. Each unit represents the right to receive one share of Class A common stock at a future date.
The award agreements generally had the following features:
| \u25cf | Stock Award Agreement: The Company granted fully vested shares of Class A common stock to its independent members of AMC\u2019s Board of Directors during the years ended December 31, 2020, Decembers 31, 2019, and December 31, 2018 of 77,090, 32,464, and 28,055, respectively. In connection with these share grants, the Company recorded approximately $0.5 million during each of the years ended December 31, 2020, December 31, 2019, and December 31, 2018 in general and administrative: other expense. |
| \u25cf | Restricted Stock Unit Award Agreement: The Company granted RSU awards of 1,511,297, 730,167, 656,576 to certain members of management during the years ended December 31, 2020, December 31, 2019, and December 31, 2018. Each RSU represents the right to receive one share of Class A common stock at a future date. The RSUs granted during 2020, 2019, and 2018 vest over three years with 1/3 vesting in each year. These RSUs will be settled within 30 days of vesting. The Company recorded approximately $8.7 million, $8.2 million and $6.2 million, respectively, in connection with these awards. |
| \u25cf | Restricted Stock Unit Award Executive Agreement: During the year ended December 31, 2019, the Company granted RSU awards of 200,000 to an executive officer (\u201c2019 RSU executive\u201d) of the Company with one-half vesting on the first anniversary of employment on December 2, 2020 and the remaining one-half vesting ratably over a three year period ending on December 2, 2022. All unvested RSUs shall be forfeited upon termination of services. These RSUs will be settled within 30 days of vesting. The Company recorded approximately $1.0 million and $0.1\u00a0million of expense in general and administrative: other expense during the years ended December 31, 2020 and December\u00a031, 2019, respectively. |
| \u25cf | Restricted Stock Unit Named Executive Officer Award Agreement: During the years ended December\u00a031, 2017 and December 31, 2016, RSU awards of 129,214 and 135,981 units, respectively, were granted to certain executive officers covered by Section 162(m) of the Internal Revenue Code. The RSUs vest over three years with 1/3 vesting each year if the cash flow from operating activities target was met. The vested RSUs will be settled within 30 days of vesting. The RSUs will be forfeited if AMC does not achieve a specified cash flow from operating activities target. The Company recorded expense for these awards of $1.4\u00a0million and $2.4 million in general and administrative: other expense, during the years ended December 31, 2019 and December\u00a031, 2018, respectively, based on achievement of the performance condition for 2019, and 2018. |
| \u25cf | Performance Stock Unit Award Agreement: During the year ended December\u00a031, 2020, PSU awards of 1,436,297 were granted to certain members of management and executive officers, with three-year cumulative Adjusted EBITDA and free cash flow target conditions and service conditions, covering a performance period beginning January\u00a01, 2020 and ending on December\u00a031, 2022. The PSUs will vest based on achieving 80% to 120% of the performance targets with the corresponding vested unit amount ranging from 50% to 200% (or 30% to 200% for PSU awards granted prior to year 2020). If the performance target is met at 100%, the PSU awards granted during the year ended December\u00a031, 2020 will vest at 1,436,297 units in the aggregate. No PSUs will vest if Holdings does not achieve 80% of the three-year cumulative Adjusted EBITDA and free cash flow target. Additionally, unvested PSU\u2019s shall be ratably forfeited upon termination of service prior to December\u00a031, 2022. The vested PSUs will be settled within 30\u00a0days of vesting which will occur upon certification of performance results by the Compensation Committee of the Board of Directors. |
During the year ended December\u00a031, 2019, PSU awards of 730,167 were granted to certain members of
management and executive officers, with three-year cumulative Adjusted EBITDA, diluted earnings per share, and net profit performance target conditions and service conditions, covering a performance period beginning January\u00a01, 2019 and ending on December\u00a031, 2021.
During the year ended December\u00a031, 2018, PSU awards of 653,669 were granted to certain members of management and executive officers with three-year cumulative net profit, Adjusted EBITDA, and diluted earnings per share performance target conditions and service conditions, covering a performance period beginning January\u00a01, 2018 and ending on December\u00a031, 2020.
During the year ended December\u00a031, 2017, PSU awards were granted to certain members of management and executive officers with three-year cumulative net profit, Adjusted EBITDA, and diluted earnings per share performance target conditions and service conditions, covering a performance period beginning January\u00a01, 2017 and ending on December\u00a031, 2019. The performance conditions were not met as of December 31, 2019 and 100% of the awards were forfeited.
On October 30, 2020, based upon the recommendation of the Compensation Committee, the Board of Directors of the Company approved a modification to the PSUs for the awards granted in 2018, 2019, and 2020. The modification included separating the three-year cumulative performance targets into three separate year performance targets applicable to each tranche year. Due to the dramatic impact of the COVID-19 pandemic on the Company\u2019s business, the Board of Directors waived attainment of the 2020 tranche year performance targets and established a vesting level for such PSUs at 90%. In addition, the service conditions were modified, and vesting is now subject to the participant\u2019s continued employment through the end of the three-year cumulative period. The Company accounted for the modification in accordance with ASC 718-20, Compensation-Stock Compensation, as an exchange of the original award, that was not expected to vest, for a new award. The Company measured the fair value of the new award on the modification date, October 30, 2020, because the Company determined that achieving performance thresholds were probable for certain tranche awards.
The Company recorded approximately $1.2 million, $(5.8) million, and $5.8\u00a0million of expense (credit) related to PSUs in general and administrative: other expense during the years ended December 31, 2020, December 31, 2019 and December\u00a031, 2018, respectively. At December 31, 2019, the Company determined that achieving the PSU performance thresholds was improbable and reversed previously recorded expense of $5.8 million on these units during the year ended December 31, 2019.
| \u25cf | Performance Stock Unit Executive Award Agreement: During the year ended December\u00a031, 2019, a PSU market condition award of 300,000 was granted to an executive officer of the Company that would vest based upon achieving target prices for the Company\u2019s Class A common stock. This award was subsequently cancelled and replaced with the PSU market condition award granted on February 26, 2020. |
On February 26, 2020 and March 5, 2020, special performance stock unit awards (\u201cSPSUs\u201d), totaling 3,570,000 units were granted to certain executive officers that will vest based upon achieving target prices for the Company\u2019s Class common stock. The SPSUs are eligible to vest in tranches contingent upon (i) the attainment of certain 20 trading day volume weighted average closing prices and (ii) fulfillment of the three-year service requirement from the date of grant. The vested SPSUs will be settled within 30 days of vesting. Any unvested SPSUs remaining after 10 years will be forfeited. If service is terminated prior to the three year anniversary from the date of grant, unvested SPSUs shall be forfeited. The target prices and vesting tranches are set forth in the table below:
Tranche | Target Stock Price | SPSUs Vesting | ||
1 | $12.00 | 595,003 | ||
2 | $16.00 | 595,003 | ||
3 | $20.00 | 595,003 | ||
4 | $24.00 | 595,003 | ||
5 | $28.00 | 594,994 | ||
6 | $32.00 | 594,994 |
The Company used the Monte Carlo simulation model to estimate the fair value of the SPSUs. This model utilizes multiple input variables to estimate the probability that the market conditions will be achieved. The Company used the following assumptions in determining the fair value of the SPSUs:
Assumptions | ||
Expected stock price volatility | 45.0% | |
Expected dividend yield | 2.02% and 2.44% | |
Risk-free interest rate | 1.33% and 0.92% | |
Grant-date stock price | $5.93 and $4.92 |
The expected stock price volatility was based on the historical volatility of the Company\u2019s stock for a period equivalent to the derived service period. The expected dividend yield is based on annual expected dividend payments. The risk-free interest rate was based on the treasury yield rates as of the date of grant for a period equivalent to the performance measurement period. The fair value of each SPSU is amortized over the requisite or derived service period, which is up to 6.4 years. The SPSUs granted on February 26, 2020 and March 5, 2020 have a grant date fair value of approximately $12.2 million.
On October 30, 2020, based upon the recommendation of the Compensation Committee, the Board of Directors of the Company approved a modification to the SPSUs for the awards. Each SPSU award agreement was amended as follows:
| \u25cf | The stock price thresholds (ranging from $12 to $24) and service requirement for tranches 1 through 4 of the SPSUs were eliminated and such SPSUs vested on October 30, 2020; |
| \u25cf | Participants shall be prohibited from selling the shares of common stock issued upon the foregoing vesting until October 30, 2021; |
| \u25cf | The stock price threshold for tranche 5 of the SPSUs was changed to $4 from $28 and the stock price threshold for tranche 6 of the SPSUs was changed to $8 from $32; and |
| \u25cf | The service requirement for tranches 5 and 6 was shortened to end on October 30, 2021. |
As a result of the SPSU modification of market conditions, the incremental fair value amount assigned to the grant date fair value was approximately $7.3 million in accordance with ASC 718-20, Compensation-Stock Compensation. During the year ended December 31, 2020, the Company recorded a total of $14.0 million related to SPSUs in general and administrative: other expense.
The following table represents the nonvested RSU and PSU activity for the years ended December\u00a031, 2020, December\u00a031, 2019 and December\u00a031, 2018:
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Weighted | |||
Average | |||||
Shares\u00a0of\u00a0RSU | Grant\u00a0Date | ||||
PSU and\u00a0SPSU | Fair\u00a0Value | ||||
Beginning balance at January 1, 2018 | 1,083,841 | $ | 28.61 | ||
Granted | 1,313,152 | 15.65 | |||
Vested | (408,848) | 21.68 | |||
Forfeited | (53,698) | 20.69 | |||
Beginning balance at January 1, 2019 | 1,934,447 | $ | 21.50 | ||
Granted | 1,960,334 | 12.89 | |||
Vested | (303,201) | 21.76 | |||
Forfeited | (220,632) | 17.17 | |||
Cancelled (1) | (100,855) | 21.46 | |||
Beginning balance at January 1, 2020 | 3,270,093 | $ | 15.88 | ||
Granted | 6,517,594 | 4.66 | |||
Vested | (2,472,375) | 8.61 | |||
Forfeited | (1,020,122) | 16.97 | |||
Cancelled (1) | (2,135,929) | 7.22 | |||
Nonvested at December\u00a031, 2020 | 4,159,261 | $ | 6.80 |
| (1) | Represents vested RSUs and PSUs surrendered in lieu of taxes and cancelled awards returned to the 2013 Equity Incentive Plan. |
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Amount\u00a0per | Total Amount | |||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Share\u00a0of | \u00a0\u00a0\u00a0\u00a0 | Declared | |||||
Declaration Date | Record Date | Date Paid | Common Stock | (In millions) | ||||||
February\u00a026, 2020 | March\u00a09, 2020 | March\u00a023, 2020 | $ | 0.03 | $ | 3.2 |
Amount\u00a0per | Total Amount | |||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Share\u00a0of | \u00a0\u00a0\u00a0\u00a0 | Declared | |||||
Declaration Date | Record Date | Date Paid | Common Stock | (In millions) | ||||||
February\u00a015, 2019 | March 11, 2019 | March 25, 2019 | $ | 0.20 | $ | 21.3 | ||||
May 3, 2019 | June 10, 2019 | June 24, 2019 | 0.20 | 21.3 | ||||||
August 2, 2019 | September 9, 2019 | September 23, 2019 | 0.20 | 21.3 | ||||||
October 24, 2019 | December 2, 2019 | December 16, 2019 | 0.20 | 21.0 |
Amount\u00a0per | Total Amount | |||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Share\u00a0of | \u00a0\u00a0\u00a0\u00a0 | Declared | |||||
Declaration Date | Record Date | Date Paid | Common Stock | (In millions) | ||||||
February\u00a028, 2018 | March\u00a012, 2018 | March\u00a026, 2018 | $ | 0.20 | $ | 26.0 | ||||
May 3, 2018 | June 11, 2018 | June 25, 2018 | 0.20 | 26.0 | ||||||
July 24, 2018 | September 10, 2018 | September 24, 2018 | 0.20 | 25.8 | ||||||
September 14, 2018 | September 25, 2018 | September 28, 2018 | 1.55 | 162.9 | ||||||
November 1, 2018 | December 10, 2018 | December 26, 2018 | 0.20 | 21.2 |
Tranche | Target Stock Price | SPSUs Vesting | ||
1 | $12.00 | 595,003 | ||
2 | $16.00 | 595,003 | ||
3 | $20.00 | 595,003 | ||
4 | $24.00 | 595,003 | ||
5 | $28.00 | 594,994 | ||
6 | $32.00 | 594,994 |
Assumptions | ||
Expected stock price volatility | 45.0% | |
Expected dividend yield | 2.02% and 2.44% | |
Risk-free interest rate | 1.33% and 0.92% | |
Grant-date stock price | $5.93 and $4.92 |
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Weighted | |||
Average | |||||
Shares\u00a0of\u00a0RSU | Grant\u00a0Date | ||||
PSU and\u00a0SPSU | Fair\u00a0Value | ||||
Beginning balance at January 1, 2018 | 1,083,841 | $ | 28.61 | ||
Granted | 1,313,152 | 15.65 | |||
Vested | (408,848) | 21.68 | |||
Forfeited | (53,698) | 20.69 | |||
Beginning balance at January 1, 2019 | 1,934,447 | $ | 21.50 | ||
Granted | 1,960,334 | 12.89 | |||
Vested | (303,201) | 21.76 | |||
Forfeited | (220,632) | 17.17 | |||
Cancelled (1) | (100,855) | 21.46 | |||
Beginning balance at January 1, 2020 | 3,270,093 | $ | 15.88 | ||
Granted | 6,517,594 | 4.66 | |||
Vested | (2,472,375) | 8.61 | |||
Forfeited | (1,020,122) | 16.97 | |||
Cancelled (1) | (2,135,929) | 7.22 | |||
Nonvested at December\u00a031, 2020 | 4,159,261 | $ | 6.80 |
| (1) | Represents vested RSUs and PSUs surrendered in lieu of taxes and cancelled awards returned to the 2013 Equity Incentive Plan. |
NOTE 10\u2014INCOME TAXES
Current income tax expense represents the amounts expected to be reported on the Company\u2019s income tax returns, and deferred tax expense or benefit represents the change in net deferred tax assets and liabilities. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. Valuation allowances are recorded as appropriate to reduce deferred tax assets to the amount considered likely to be realized.
Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December\u00a031, 2020 for domestic operations. Such objective evidence limits the ability to consider other subjective evidence, such as the Company\u2019s projections for future taxable income. For the year ended December\u00a031, 2020, the Company remained in a cumulative loss over the past three-year period.
The Company evaluates its deferred tax assets each period to determine if a valuation allowance is required based on whether it is \u201cmore likely than not\u201d 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.
Cancellation of Debt Income. On July 31, 2020, the Company consummated its previously announced private offers to exchange its Existing Subordinated Notes for newly issued Second Lien Notes due 2026. See Note\u00a08\u2014Corporate Borrowings and Finance Lease Obligations for further information. For US tax purposes the Company is required to recognize CODI on the difference between the face value of debt exchanged and the fair market value of the new debt issued. The Company has determined that it should recognize an estimated $1.2 billion of CODI for tax purposes.
IRS \u00a7108 provides relief from recognizing the CODI as current taxable income to the extent that the tax paying legal entity is insolvent as defined by the US Tax Code. The Company currently estimates that the level of its insolvency at July 31, 2020 exceeds the indicated amount of CODI resulting from the debt exchange. To the extent that the entity is insolvent, rather than recognize current taxable income, the entity may reduce its tax attributes including net operating losses, capital losses, tax credits, depreciable assets, investment in subsidiaries and other investments in the amount of the excluded CODI.
For purposes of determining the current and deferred tax provision, and uncertain tax positions for the year ended December 31, 2020, the Company estimated approximately $1.2 billion of its net operating losses have been eliminated as a result of tax attribute reduction.
The actual effective rate for the year ended December\u00a031, 2020 was (1.3)%. The Company\u2019s consolidated tax rate for the year ended December\u00a031, 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 $2,306.4 million goodwill impairment charge incurred during the year ended December 31, 2020, as the portion impaired was permanently non-deductible. At December 31, 2020 and December\u00a031, 2019, the Company has recorded net deferred tax liabilities of $40.2\u00a0million and net deferred tax assets of $24.1\u00a0million, respectively.
Cares Act. On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the \u201cCARES Act\u201d). 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\u2019s 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.
The income tax provision (benefit) reflected in the consolidated statements of operations consists of the following components:
Year\u00a0Ended | ||||||||||
(In\u00a0millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2018 | \u00a0 | |||
Current: | ||||||||||
Federal | $ | 0.1 | $ | (0.1) | $ | (0.5) | ||||
Foreign | \u00a0 | (0.1) | \u00a0 | 8.4 | \u00a0 | 5.0 | ||||
State | \u00a0 | (4.1) | \u00a0 | 2.9 | \u00a0 | 15.5 | ||||
Total current | \u00a0 | (4.1) | \u00a0 | 11.2 | \u00a0 | 20.0 | ||||
Deferred: | ||||||||||
Federal | \u00a0 | 2.7 | \u00a0 | (4.2) | \u00a0 | 0.8 | ||||
Foreign | \u00a0 | 57.6 | \u00a0 | (42.8) | \u00a0 | (7.5) | ||||
State | \u00a0 | 3.7 | \u00a0 | 13.3 | \u00a0 | 0.3 | ||||
Total deferred | \u00a0 | 64.0 | \u00a0 | (33.7) | \u00a0 | (6.4) | ||||
Total provision (benefit) | $ | 59.9 | $ | (22.5) | $ | 13.6 |
Pre-tax income (losses) consisted of the following:
Year\u00a0Ended | ||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2018 | \u00a0 | |||
Domestic | $ | (3,036.4) | $ | (165.1) | $ | 154.4 | ||||
Foreign | \u00a0 | (1,493.1) | \u00a0 | (6.5) | \u00a0 | (30.7) | ||||
Total | $ | (4,529.5) | $ | (171.6) | $ | 123.7 |
The difference between the effective tax rate on earnings (loss) from continuing operations before income taxes and the U.S. federal income tax statutory rate is as follows:
Year Ended | ||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2018 | \u00a0 | |||
Income tax expense (benefit) at the federal statutory rate | $ | (951.2) | $ | (36.0) | $ | 26.0 | ||||
Effect of: | ||||||||||
State income taxes | \u00a0 | (89.5) | \u00a0 | (7.2) | \u00a0 | 8.9 | ||||
Increase in reserve for uncertain tax positions | \u00a0 | (1.9) | \u00a0 | 8.4 | \u00a0 | 5.2 | ||||
Federal and state credits | \u00a0 | (3.6) | \u00a0 | (6.5) | \u00a0 | (5.9) | ||||
Permanent items - goodwill impairment | 456.3 | \u2014 | \u2014 | |||||||
Permanent items - other | 13.2 | (6.6) | 5.7 | |||||||
Foreign rate differential | 19.7 | 11.8 | (5.9) | |||||||
Other | \u00a0 | 1.7 | \u00a0 | (10.6) | \u00a0 | 9.7 | ||||
Valuation allowance | \u00a0 | 615.2 | \u00a0 | 24.2 | \u00a0 | (30.1) | ||||
Income tax expense (benefit) | $ | 59.9 | $ | (22.5) | $ | 13.6 | ||||
Effective income tax rate | \u00a0 | (1.3) | %\u00a0\u00a0 | \u00a0 | 13.1 | %\u00a0\u00a0 | \u00a0 | 11.0 | % |
The significant components of deferred income tax assets and liabilities as of December\u00a031, 2020 and December\u00a031, 2019 are as follows:
December\u00a031, 2020 | December\u00a031, 2019 | \u00a0 | |||||||||||
Deferred Income Tax | Deferred Income Tax | \u00a0 | |||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | Assets | \u00a0\u00a0\u00a0\u00a0 | Liabilities | \u00a0\u00a0\u00a0\u00a0 | Assets | \u00a0\u00a0\u00a0\u00a0 | Liabilities | \u00a0 | ||||
Tangible assets | \u00a0\u00a0\u00a0\u00a0 | $ | \u2014 | \u00a0\u00a0\u00a0\u00a0 | $ | (179.7) | \u00a0\u00a0\u00a0\u00a0 | $ | \u2014 | \u00a0\u00a0\u00a0\u00a0 | $ | (152.6) | |
Right-of-use assets | \u2014 | (1,043.1) | \u2014 | (1,187.2) | |||||||||
Accrued liabilities | \u00a0 | 24.2 | \u00a0 | \u2014 | \u00a0 | 17.0 | \u00a0 | \u2014 | |||||
Intangible assets | \u00a0 | \u2014 | \u00a0 | (105.0) | \u00a0 | \u2014 | \u00a0 | (99.7) | |||||
Receivables | \u00a0 | 8.5 | \u00a0 | \u2014 | \u00a0 | 7.8 | \u00a0 | \u2014 | |||||
Investments | \u00a0 | 55.7 | \u00a0 | \u2014 | \u00a0 | 17.8 | \u00a0 | \u2014 | |||||
Capital loss carryforwards | \u00a0 | 1.2 | \u00a0 | \u2014 | \u00a0 | 1.2 | \u00a0 | \u2014 | |||||
Pension and deferred compensation | \u00a0 | 15.4 | \u00a0 | \u2014 | \u00a0 | 21.6 | \u00a0 | \u2014 | |||||
Corporate borrowings | \u00a0 | 42.0 | \u00a0 | \u2014 | \u00a0 | \u2014 | \u00a0 | (101.8) | |||||
Disallowed interest | 32.3 | \u2014 | 42.1 | \u2014 | |||||||||
Deferred revenue | \u00a0 | 193.3 | \u00a0 | \u2014 | \u00a0 | 170.8 | \u00a0 | \u2014 | |||||
Lease liabilities | \u00a0 | 1,294.3 | \u00a0 | \u2014 | \u00a0 | 1,377.7 | \u00a0 | \u2014 | |||||
Finance lease obligations | \u00a0 | 1.6 | \u00a0 | \u2014 | \u00a0 | 2.4 | \u00a0 | \u2014 | |||||
Other credit carryovers | \u00a0 | 19.6 | \u00a0 | \u2014 | \u00a0 | 18.0 | \u00a0 | \u2014 | |||||
Other comprehensive income | \u00a0 | \u2014 | \u00a0 | (1.1) | \u00a0 | \u2014 | \u00a0 | (1.0) | |||||
Net operating loss carryforwards | \u00a0 | 365.5 | \u00a0 | \u2014 | \u00a0 | 202.8 | \u00a0 | \u2014 | |||||
Total | $ | 2,053.6 | $ | (1,328.9) | $ | 1,879.2 | $ | (1,542.3) | |||||
Less: Valuation allowance | \u00a0 | (764.9) | \u00a0 | \u2014 | \u00a0 | (312.8) | \u00a0 | \u2014 | |||||
Net deferred income taxes | $ | 1,288.7 | $ | (1,328.9) | $ | 1,566.4 | $ | (1,542.3) |
A rollforward of the Company\u2019s valuation allowance for deferred tax assets is as follows:
Additions | Charged | |||||||||||
Balance\u00a0at | Charged | Charged | (Credited) | |||||||||
Beginning\u00a0of | (Credited) to | (Credited)\u00a0to | to Other | Balance at | ||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | Period | \u00a0\u00a0\u00a0\u00a0 | Expenses(1) | \u00a0\u00a0\u00a0\u00a0 | Goodwill | \u00a0\u00a0\u00a0\u00a0 | Accounts(2) | \u00a0\u00a0\u00a0\u00a0 | End of\u00a0Period | ||
Calendar Year 2020 | ||||||||||||
Valuation allowance-deferred income tax assets | $ | 312.8 | 615.2 | \u2014 | (163.1) | $ | 764.9 | |||||
Calendar Year 2019 | ||||||||||||
Valuation allowance-deferred income tax assets | $ | 323.6 | 24.2 | \u2014 | (35.0) | $ | 312.8 | |||||
Calendar Year 2018 | ||||||||||||
Valuation allowance-deferred income tax assets | $ | 338.4 | (30.1) | \u2014 | 15.3 | $ | 323.6 |
| (1) | The 2020 valuation allowance primarily relates to the Company\u2019s increase in the current year\u2019s federal, state and international net operating losses, for which no benefit has been recognized, and the establishment of a valuation allowance to reduce the previously recognized benefit of deferred tax assets in Germany and Spain, which an expense of $73.2 million has been recognized. |
| (2) | Primarily relates to amounts resulting from the Company\u2019s changes in deferred tax assets and associated valuation allowance that are not related to income statement activity as well as amounts charged to other comprehensive income. In 2019, this includes $(28.6) million of valuation allowance associated with the sale of the Austria theatres. |
The Company has federal income tax net operating loss carryforwards of $686.5 million. Approximately $284.6 million will begin to expire in 2021, and will completely expire in 2036, and will be limited annually due to certain change in ownership provisions of the Internal Revenue Code. Approximately $401.9 million can be used indefinitely. The Company\u2019s foreign net operating losses of $859.7\u00a0million can be used indefinitely except for approximately $9.3\u00a0million, which will expire in various amounts between years 2022 and 2035. The Company also has state income tax loss carryforwards of $1,024.6 million. Approximately $735.3 million may be used over various periods ranging from 1 to 20 years. Approximately $289.3 million can be used indefinitely.
A reconciliation of the change in the amount of unrecognized tax benefits was as follows:
Year\u00a0Ended | |||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2018 | |||
Balance at beginning of period | $ | 31.0 | $ | 22.0 | $ | 15.3 | |||
Gross increases\u2014current period tax positions | \u00a0 | 4.8 | \u00a0 | 10.5 | \u00a0 | 7.3 | |||
Gross decreases\u2014prior period tax positions | (1.3) | (1.5) | (0.6) | ||||||
Gross decreases\u2014expiration of statute of limitations | (1.0) | \u2014 | \u2014 | ||||||
Balance at end of period | $ | 33.5 | $ | 31.0 | $ | 22.0 |
The Company recognizes income tax-related interest expense and penalties as income tax expense and general and administrative expense, respectively. No interest expense or penalties related to federal uncertain tax positions have been recognized for the years ended December 31, 2020, December\u00a031, 2019, and December\u00a031, 2018.
The Company analyzed and reviewed the remaining state uncertain tax positions to determine the necessity of accruing interest and penalties. For the year ended December 31, 2020, the Company recognized $1.1 million of interest expense and $0.5 million of penalties. For the year ended December 31, 2019, the Company recognized no interest expense or penalties. The total amount of accrued interest and penalties for state uncertain tax positions at December\u00a031, 2020 and December\u00a031, 2019 was $1.6 million and $0.1 million, respectively.
The total amount of net unrecognized tax benefits at December\u00a031, 2020 and December\u00a031, 2019 that would impact the effective tax rate, if recognized, would be $6.9 million and $12.2 million, respectively. The Company believes that it is reasonably possible that approximately $7.2 million of its unrecognized tax positions related to state taxes may be recognized by the end of 2021 as a result of settlements or the expiration of statute of limitations.
The Company, or one of its subsidiaries, files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. An IRS examination of the tax year March\u00a029, 2012 is currently ongoing. Generally, tax years beginning after December\u00a031, 2002 are still open to examination by various taxing authorities. Additionally, as discussed above, the Company has net operating loss (\u201cNOL\u201d) carryforwards for tax years ended December\u00a031, 2001 through December\u00a031, 2020, in the U.S. and various state jurisdictions which have carryforwards of varying lengths of time. These NOLs are subject to adjustment based on the statute of limitations applicable to the return in which they are utilized, not the year in which they are generated. Various state, local and foreign income tax returns are also under examination by taxing authorities. The Company does not believe that the outcome of any examination will have a material impact on its consolidated financial statements.
Utilization of the Company\u2019s net operating loss carryforwards, disallowed business interest carryforward and other tax attributes became subject to the Section 382 ownership change limitation due to changes in our stock ownership on January 29, 2021. Accordingly, our ability to utilize any net operating loss carryforwards and other tax attributes may be significantly limited. See Note 17\u2014Subsequent Events for further information regarding change in stock ownership.
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(In\u00a0millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2018 | \u00a0 | |||
Current: | ||||||||||
Federal | $ | 0.1 | $ | (0.1) | $ | (0.5) | ||||
Foreign | \u00a0 | (0.1) | \u00a0 | 8.4 | \u00a0 | 5.0 | ||||
State | \u00a0 | (4.1) | \u00a0 | 2.9 | \u00a0 | 15.5 | ||||
Total current | \u00a0 | (4.1) | \u00a0 | 11.2 | \u00a0 | 20.0 | ||||
Deferred: | ||||||||||
Federal | \u00a0 | 2.7 | \u00a0 | (4.2) | \u00a0 | 0.8 | ||||
Foreign | \u00a0 | 57.6 | \u00a0 | (42.8) | \u00a0 | (7.5) | ||||
State | \u00a0 | 3.7 | \u00a0 | 13.3 | \u00a0 | 0.3 | ||||
Total deferred | \u00a0 | 64.0 | \u00a0 | (33.7) | \u00a0 | (6.4) | ||||
Total provision (benefit) | $ | 59.9 | $ | (22.5) | $ | 13.6 |
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Year\u00a0Ended | ||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2018 | \u00a0 | |||
Domestic | $ | (3,036.4) | $ | (165.1) | $ | 154.4 | ||||
Foreign | \u00a0 | (1,493.1) | \u00a0 | (6.5) | \u00a0 | (30.7) | ||||
Total | $ | (4,529.5) | $ | (171.6) | $ | 123.7 |
Year Ended | ||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2018 | \u00a0 | |||
Income tax expense (benefit) at the federal statutory rate | $ | (951.2) | $ | (36.0) | $ | 26.0 | ||||
Effect of: | ||||||||||
State income taxes | \u00a0 | (89.5) | \u00a0 | (7.2) | \u00a0 | 8.9 | ||||
Increase in reserve for uncertain tax positions | \u00a0 | (1.9) | \u00a0 | 8.4 | \u00a0 | 5.2 | ||||
Federal and state credits | \u00a0 | (3.6) | \u00a0 | (6.5) | \u00a0 | (5.9) | ||||
Permanent items - goodwill impairment | 456.3 | \u2014 | \u2014 | |||||||
Permanent items - other | 13.2 | (6.6) | 5.7 | |||||||
Foreign rate differential | 19.7 | 11.8 | (5.9) | |||||||
Other | \u00a0 | 1.7 | \u00a0 | (10.6) | \u00a0 | 9.7 | ||||
Valuation allowance | \u00a0 | 615.2 | \u00a0 | 24.2 | \u00a0 | (30.1) | ||||
Income tax expense (benefit) | $ | 59.9 | $ | (22.5) | $ | 13.6 | ||||
Effective income tax rate | \u00a0 | (1.3) | %\u00a0\u00a0 | \u00a0 | 13.1 | %\u00a0\u00a0 | \u00a0 | 11.0 | % |
December\u00a031, 2020 | December\u00a031, 2019 | \u00a0 | |||||||||||
Deferred Income Tax | Deferred Income Tax | \u00a0 | |||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | Assets | \u00a0\u00a0\u00a0\u00a0 | Liabilities | \u00a0\u00a0\u00a0\u00a0 | Assets | \u00a0\u00a0\u00a0\u00a0 | Liabilities | \u00a0 | ||||
Tangible assets | \u00a0\u00a0\u00a0\u00a0 | $ | \u2014 | \u00a0\u00a0\u00a0\u00a0 | $ | (179.7) | \u00a0\u00a0\u00a0\u00a0 | $ | \u2014 | \u00a0\u00a0\u00a0\u00a0 | $ | (152.6) | |
Right-of-use assets | \u2014 | (1,043.1) | \u2014 | (1,187.2) | |||||||||
Accrued liabilities | \u00a0 | 24.2 | \u00a0 | \u2014 | \u00a0 | 17.0 | \u00a0 | \u2014 | |||||
Intangible assets | \u00a0 | \u2014 | \u00a0 | (105.0) | \u00a0 | \u2014 | \u00a0 | (99.7) | |||||
Receivables | \u00a0 | 8.5 | \u00a0 | \u2014 | \u00a0 | 7.8 | \u00a0 | \u2014 | |||||
Investments | \u00a0 | 55.7 | \u00a0 | \u2014 | \u00a0 | 17.8 | \u00a0 | \u2014 | |||||
Capital loss carryforwards | \u00a0 | 1.2 | \u00a0 | \u2014 | \u00a0 | 1.2 | \u00a0 | \u2014 | |||||
Pension and deferred compensation | \u00a0 | 15.4 | \u00a0 | \u2014 | \u00a0 | 21.6 | \u00a0 | \u2014 | |||||
Corporate borrowings | \u00a0 | 42.0 | \u00a0 | \u2014 | \u00a0 | \u2014 | \u00a0 | (101.8) | |||||
Disallowed interest | 32.3 | \u2014 | 42.1 | \u2014 | |||||||||
Deferred revenue | \u00a0 | 193.3 | \u00a0 | \u2014 | \u00a0 | 170.8 | \u00a0 | \u2014 | |||||
Lease liabilities | \u00a0 | 1,294.3 | \u00a0 | \u2014 | \u00a0 | 1,377.7 | \u00a0 | \u2014 | |||||
Finance lease obligations | \u00a0 | 1.6 | \u00a0 | \u2014 | \u00a0 | 2.4 | \u00a0 | \u2014 | |||||
Other credit carryovers | \u00a0 | 19.6 | \u00a0 | \u2014 | \u00a0 | 18.0 | \u00a0 | \u2014 | |||||
Other comprehensive income | \u00a0 | \u2014 | \u00a0 | (1.1) | \u00a0 | \u2014 | \u00a0 | (1.0) | |||||
Net operating loss carryforwards | \u00a0 | 365.5 | \u00a0 | \u2014 | \u00a0 | 202.8 | \u00a0 | \u2014 | |||||
Total | $ | 2,053.6 | $ | (1,328.9) | $ | 1,879.2 | $ | (1,542.3) | |||||
Less: Valuation allowance | \u00a0 | (764.9) | \u00a0 | \u2014 | \u00a0 | (312.8) | \u00a0 | \u2014 | |||||
Net deferred income taxes | $ | 1,288.7 | $ | (1,328.9) | $ | 1,566.4 | $ | (1,542.3) |
Additions | Charged | |||||||||||
Balance\u00a0at | Charged | Charged | (Credited) | |||||||||
Beginning\u00a0of | (Credited) to | (Credited)\u00a0to | to Other | Balance at | ||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | Period | \u00a0\u00a0\u00a0\u00a0 | Expenses(1) | \u00a0\u00a0\u00a0\u00a0 | Goodwill | \u00a0\u00a0\u00a0\u00a0 | Accounts(2) | \u00a0\u00a0\u00a0\u00a0 | End of\u00a0Period | ||
Calendar Year 2020 | ||||||||||||
Valuation allowance-deferred income tax assets | $ | 312.8 | 615.2 | \u2014 | (163.1) | $ | 764.9 | |||||
Calendar Year 2019 | ||||||||||||
Valuation allowance-deferred income tax assets | $ | 323.6 | 24.2 | \u2014 | (35.0) | $ | 312.8 | |||||
Calendar Year 2018 | ||||||||||||
Valuation allowance-deferred income tax assets | $ | 338.4 | (30.1) | \u2014 | 15.3 | $ | 323.6 |
| (1) | The 2020 valuation allowance primarily relates to the Company\u2019s increase in the current year\u2019s federal, state and international net operating losses, for which no benefit has been recognized, and the establishment of a valuation allowance to reduce the previously recognized benefit of deferred tax assets in Germany and Spain, which an expense of $73.2 million has been recognized. |
| (2) | Primarily relates to amounts resulting from the Company\u2019s changes in deferred tax assets and associated valuation allowance that are not related to income statement activity as well as amounts charged to other comprehensive income. In 2019, this includes $(28.6) million of valuation allowance associated with the sale of the Austria theatres. |
Year\u00a0Ended | |||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2018 | |||
Balance at beginning of period | $ | 31.0 | $ | 22.0 | $ | 15.3 | |||
Gross increases\u2014current period tax positions | \u00a0 | 4.8 | \u00a0 | 10.5 | \u00a0 | 7.3 | |||
Gross decreases\u2014prior period tax positions | (1.3) | (1.5) | (0.6) | ||||||
Gross decreases\u2014expiration of statute of limitations | (1.0) | \u2014 | \u2014 | ||||||
Balance at end of period | $ | 33.5 | $ | 31.0 | $ | 22.0 |
NOTE 11\u2014COMMITMENTS 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\u2019s 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\u00a012, 2018 and January\u00a019, 2018, two putative federal securities class actions, captioned Hawaii Structural Ironworkers Pension Trust Fund v. AMC Entertainment Holdings, Inc., et al., Case No.\u00a01:18-cv-00299-AJN
(the \u201cHawaii Action\u201d), and Nichols v. AMC Entertainment Holdings, Inc., et al., Case No.\u00a01:18-cv-00510-AJN (the \u201cNichols Action,\u201d and together with the Hawaii Action, the \u201cActions\u201d), respectively, were filed against the Company in the U.S. District Court for the Southern District of New York.\u00a0The Actions, which name certain of the Company\u2019s officers and directors and, in the case of the Hawaii Action, the underwriters of the Company\u2019s February\u00a08, 2017 secondary public offering, as defendants, assert claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the \u201cExchange Act\u201d) with respect to alleged material misstatements and omissions in the registration statement for the secondary public offering and in certain other public disclosures. On May\u00a030, 2018, the court consolidated the Actions. On January\u00a022, 2019, defendants moved to dismiss the Second Amended Class Action Complaint. On September 23, 2019, the court granted the motion to dismiss in part and denied it in part. On March 2, 2020, plaintiffs moved to certify the purported class. The motion was fully briefed on September 21, 2020.
On May\u00a021, 2018, a stockholder derivative complaint, captioned Gantulga v. Aron, et al., Case No.\u00a02:18-cv-02262-JAR-TJJ (the \u201cGantulga Action\u201d), was filed against certain of the Company\u2019s officers and directors in the U.S. District Court for the District of Kansas. The Gantulga Action, which was filed on behalf of the Company, asserts claims under Section 14(a) of the Exchange Act and for breaches of fiduciary duty and unjust enrichment based on allegations substantially similar to the Actions. On October\u00a012, 2018, the parties filed a joint motion to transfer the action to the U.S. District Court for the Southern District of New York, which the court granted on October\u00a015, 2018. When the action was transferred to the Southern District of New York, it was re-captioned Gantulga v. Aron, et al., Case No. 1:18-cv-10007-AJN. The parties filed a joint stipulation to stay the action, which the court granted on December 17, 2018.
On October 2, 2019, a stockholder derivative complaint, captioned Kenna v. Aron, et al., Case No. 1:19-cv-09148-AJN (the \u201cKenna Action\u201d), was filed in the U.S. District Court for the Southern District of New York. The parties filed a joint stipulation to stay the action, which the court granted on October 17, 2019. On April 20, 2020, the plaintiff filed an amended complaint. The Kenna Action asserts claims under Sections 10(b), 14(a), and 21D of the Exchange Act and for breaches of fiduciary duty and unjust enrichment based on allegations substantially similar to the Actions and the Gantulga Action. The action remains stayed.
On March 20, 2020, a stockholder derivative complaint, captioned Manuel v. Aron, et al., Case No. 1:20-cv-02456-AJN (the \u201cManuel Action\u201d), was filed in the U.S. District Court for the Southern District of New York. The Manuel Action asserts claims under Sections 10(b), 21D, and 29(b) of the Exchange Act and for breaches of fiduciary duty based on allegations substantially similar to the Actions, the Gantulga Action, and the Kenna Action. The parties filed a joint stipulation to stay the action, which the court granted on May 18, 2020.
On April 7, 2020, a stockholder derivative complaint, captioned Dinkevich v. Aron, et al., Case No. 1:20-cv-02870-AJN (the \u201cDinkevich Action\u201d), was filed in the U.S. District Court for the Southern District of New York. The Dinkevich Action asserts the same claims as the Manuel Action based on allegations substantially similar to the Actions, the Gantulga Action, the Kenna Action, and the Manuel Action. The parties filed a joint stipulation to stay the action, which was granted on June 25, 2020.
On December 31, 2019, the Company received a stockholder litigation demand, requesting that the Board investigate the allegations in the Actions and pursue claims on the Company\u2019s 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 July 15, 2020, the Company received a second stockholder litigation demand requesting substantially the same action as the stockholder demand it received on December 31, 2019. On September 23, 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., et al., C.A. No. 2019-0303-JRS (the \u201cLao Action\u201d), was filed against certain of the Company\u2019s directors, Wanda, two of Wanda\u2019s affiliates, Silver Lake, and one of Silver Lake\u2019s affiliates in the Delaware Court of Chancery. The Lao Action asserts claims directly, on behalf of a putative class of Company stockholders, and derivatively, on behalf of the Company, for breaches of fiduciary duty and aiding and abetting breaches of fiduciary duty with respect to transactions that the Company entered into with affiliates of Wanda and Silver Lake on September\u00a014, 2018, and the special cash dividend of $1.55 per share of common stock that was payable on September\u00a028, 2018 to the Company\u2019s stockholders of record as of September 25, 2018. On July\u00a018, 2019, the Company\u2019s Board of Directors formed a Special Litigation Committee to investigate and evaluate the claims and allegations asserted in the Lao Action and make a determination as to how the Company should proceed with respect to the Lao Action. On January 8, 2021,
the Special Litigation Committee filed a report with the court recommending that the court dismiss all of the claims asserted in the Lao Action, and moved to dismiss all of the claims in the Lao Action. The court has not yet ruled on the Special Litigation Committee\u2019s motion to dismiss.
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 year ended December 31, 2020, the Company recorded $15.0 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. The Company a contingent lease liability of $30.2 million recorded in other long term liabilities. See Note\u00a01\u2014The Company and Significant Accounting Policies for further information regarding the adoption of ASU 2016-13.
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NOTE 12\u2014FAIR 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\u00a01: | Quoted market prices in active markets for identical assets or liabilities. |
Level\u00a02: | Observable inputs that are corroborated by market data. |
Level\u00a03: | Unobservable inputs that are not corroborated by market data. |
Recurring Fair Value Measurements. The following table summarizes the fair value hierarchy of the Company\u2019s financial assets carried at fair value on a recurring basis:
Fair Value Measurements at December\u00a031, 2020 Using | ||||||||||||
Significant | ||||||||||||
\u00a0\u00a0\u00a0\u00a0 | Total\u00a0Carrying | \u00a0\u00a0\u00a0\u00a0 | Quoted\u00a0prices\u00a0in | \u00a0\u00a0\u00a0\u00a0 | Significant\u00a0other | \u00a0\u00a0\u00a0\u00a0 | unobservable | |||||
Value at | active\u00a0market | observable\u00a0inputs | inputs | |||||||||
(In millions) | December\u00a031, 2020 | (Level\u00a01) | (Level\u00a02) | (Level\u00a03) | ||||||||
Other long-term assets: | ||||||||||||
Money market mutual funds | $ | 1.1 | $ | 1.1 | $ | \u2014 | $ | \u2014 | ||||
Investments measured at net asset value(1) | 10.6 | \u00a0 | \u2014 | \u00a0 | \u2014 | \u00a0 | \u2014 | |||||
Marketable equity securities: | ||||||||||||
Investment in NCM | 5.2 | 5.2 | \u2014 | \u2014 | ||||||||
Total assets at fair value | $ | 16.9 | $ | 6.3 | $ | \u2014 | $ | \u2014 |
Fair Value Measurements at December\u00a031, 2019 Using | ||||||||||||
Significant | ||||||||||||
\u00a0\u00a0\u00a0\u00a0 | Total\u00a0Carrying | \u00a0\u00a0\u00a0\u00a0 | Quoted\u00a0prices\u00a0in | \u00a0\u00a0\u00a0\u00a0 | Significant\u00a0other | \u00a0\u00a0\u00a0\u00a0 | unobservable | |||||
Value at | active\u00a0market | observable\u00a0inputs | inputs | |||||||||
(In millions) | December 31, 2019 | (Level\u00a01) | (Level\u00a02) | (Level\u00a03) | ||||||||
Other long-term assets: | ||||||||||||
Money market mutual funds | $ | 0.6 | $ | 0.6 | $ | \u2014 | $ | \u2014 | ||||
Derivative asset | 38.0 | \u00a0 | \u2014 | \u00a0 | \u2014 | \u00a0 | 38.0 | |||||
Investments measured at net asset value(1) | 11.9 | \u2014 | \u2014 | \u2014 | ||||||||
Marketable equity securities: | ||||||||||||
Investment in NCM | 0.7 | 0.7 | \u2014 | \u2014 | ||||||||
Total assets at fair value | $ | 51.2 | $ | 1.3 | $ | \u2014 | $ | 38.0 | ||||
Corporate Borrowings: | ||||||||||||
Derivative liability | $ | 0.5 | $ | \u2014 | $ | \u2014 | $ | 0.5 | ||||
Total liabilities at fair value | $ | 0.5 | $ | \u2014 | $ | \u2014 | $ | 0.5 |
| (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\u2019s 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\u00a014, 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\u00a08\u2014Corporate Borrowings and Finance Lease Obligations). The derivative features have been valued using a Monte Carlo simulation approach. The Monte Carlo simulation approach consists of simulated common stock prices from the valuation date to the maturity of the Convertible Notes and to September\u00a014, 2020 for the contingent call option for forfeiture shares. Increases or decreases in the Company\u2019s share price, the volatility of the share price, the passage of time, risk-free interest rate, discount yield, and dividend yield will all impact the value of the derivative instruments. The Company re-values the derivative instruments at the end of each reporting period and any changes are recorded in other expense (income) in the consolidated statements of operations.
Nonrecurring Fair Value Measurements. The following fair value hierarchy tables summarize the Company\u2019s assets that were written down to their fair value on a nonrecurring basis:
Fair Value Measurements Using | |||||||||||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Significant\u00a0other | \u00a0\u00a0\u00a0\u00a0 | Significant | \u00a0 | ||||||||||||
\u00a0\u00a0\u00a0\u00a0 | Total\u00a0Carrying | Quoted\u00a0prices\u00a0in | observable | unobservable | |||||||||||||
Value at | active\u00a0market | inputs | inputs | Total | |||||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | Measurement Date | Measurement Date | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a01) | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a02) | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a03) | \u00a0\u00a0\u00a0\u00a0 | Losses | ||||||
Property, net: | |||||||||||||||||
Property net | March 31, 2020 | $ | 40.5 | $ | \u2014 | $ | \u2014 | $ | 40.5 | $ | 30.9 | ||||||
Property net | September 30, 2020 | 14.3 | \u2014 | \u2014 | 14.3 | 8.5 | |||||||||||
Property net | December 31, 2020 | 25.4 | \u2014 | \u2014 | 25.4 | 20.7 | |||||||||||
Operating lease right-of-use assets | |||||||||||||||||
Operating lease right-of-use assets | March 31, 2020 | 124.0 | \u2014 | \u2014 | 124.0 | 60.4 | |||||||||||
Operating lease right-of-use assets | September 30, 2020 | 56.8 | \u2014 | \u2014 | 56.8 | 19.6 | |||||||||||
Operating lease right-of-use assets | December 31, 2020 | 69.0 | \u2014 | \u2014 | 69.0 | 37.8 | |||||||||||
Intangible assets, net | |||||||||||||||||
Definite-lived intangible assets | March 31, 2020 | 6.6 | \u2014 | \u2014 | 6.6 | 8.0 | |||||||||||
Indefinite-lived intangible assets | March 31, 2020 | 50.3 | \u2014 | \u2014 | 50.3 | 8.3 | |||||||||||
Definite-lived intangible assets | September 30, 2020 | \u2014 | \u2014 | \u2014 | \u2014 | 6.4 | |||||||||||
Indefinite-lived intangible assets | September 30, 2020 | 43.8 | \u2014 | \u2014 | 43.8 | 4.6 | |||||||||||
Indefinite-lived intangible assets | December 31, 2020 | 44.0 | \u2014 | \u2014 | 44.0 | 2.3 | |||||||||||
Goodwill | |||||||||||||||||
Goodwill | March 31, 2020 | 2,938.0 | \u2014 | \u2014 | 2,938.0 | 1,744.3 | |||||||||||
Goodwill | September 30, 2020 | 2,874.4 | \u2014 | \u2014 | 2,874.4 | 156.8 | |||||||||||
Goodwill | December 31, 2020 | 2,547.3 | \u2014 | \u2014 | 2,547.3 | 405.3 | |||||||||||
Other long-term assets | |||||||||||||||||
Cost method investments | March 31, 2020 | \u2014 | \u2014 | \u2014 | \u2014 | 7.2 | |||||||||||
Cost method investments | December 31, 2020 | 11.3 | \u2014 | \u2014 | 11.3 | 8.7 | |||||||||||
Equity method investments | December 31, 2020 | 17.2 | \u2014 | \u2014 | 17.2 | 8.6 | |||||||||||
Total | $ | 8,862.9 | $ | \u2014 | $ | \u2014 | $ | 8,862.9 | $ | 2,538.4 |
Fair Value Measurements at December 31, 2019 Using | |||||||||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Significant\u00a0other | \u00a0\u00a0\u00a0\u00a0 | Significant | \u00a0 | ||||||||||
\u00a0\u00a0\u00a0\u00a0 | Total\u00a0Carrying | Quoted\u00a0prices\u00a0in | observable | unobservable | |||||||||||
Value at | active\u00a0market | inputs | inputs | Total | |||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December 31, 2019 | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a01) | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a02) | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a03) | \u00a0\u00a0\u00a0\u00a0 | Losses | |||||
Property, net: | |||||||||||||||
Property net | $ | 29.2 | $ | \u2014 | $ | \u2014 | $ | 29.2 | $ | 23.1 | |||||
Operating lease right-of-use assets | |||||||||||||||
Operating lease right-of-use assets | 123.3 | \u2014 | \u2014 | 123.3 | 60.0 | ||||||||||
Other long-term assets | |||||||||||||||
Property owned, net | 3.0 | \u2014 | \u2014 | 3.0 | 1.2 | ||||||||||
Equity interest investment | 2.2 | \u2014 | \u2014 | 2.2 | 3.6 | ||||||||||
Total | $ | 157.7 | $ | \u2014 | $ | \u2014 | $ | 157.7 | $ | 87.9 |
Valuation Techniques. There were a number of estimates and significant judgments that were made by management in performing these impairment evaluations. Such judgments and estimates include estimates of future revenues, cash flows, rent relief, cost savings, capital expenditures, and the cost of capital, among others. Attendance is expected to be below historical levels following the full reopening of our circuit and studios have shifted new film releases or moved them to the home video market, and movie release dates may continue to move in the future. The Company believes it used reasonable and appropriate business judgments. At December 31, 2020, the Company used weighted average cost of capital (discount rate) input for the Domestic Theatres and International Theatres reporting units of 11.0% and 12.5%, respectively, and a long-term growth rate input of 1.0% for both of the reporting units. At September 30, 2020, the Company used weighted average cost of capital (discount rate) input for the Domestic Theatres and International Theatres reporting units of 12.0% and 13.0%, respectively, and a long-term growth rate input of 1.0% for both of the reporting units. At March 31, 2020, the Company used weighted average cost of capital (discount rate) input for the Domestic Theatres and International Theatres reporting units of 11.5% and 13.0%, respectively, and a long-term growth rate input of 2.0% for both of the reporting units. To estimate fair value of our indefinite-lived trade names, we employed a derivation of the Income Approach known as the Royalty Savings Method. The Royalty Savings Method values an intangible asset by estimating the royalties saved through ownership of the asset. At December 31, 2020, September 30, 2020 and March 31, 2020, we applied royalty rates of 0.5% for AMC and and 1.0% for Nordic to the related theatre revenues on an after-tax basis using effective tax rates. At December 31, 2020, related cash flows were discounted at 12.0% for AMC and 13.5% for Odeon and Nordic, at September 30, 2020, related cash flows were discounted at 13.0% for AMC and 14.0% for Odeon and Nordic, and at March 31, 2020, related cash flows were discounted at 12.5% for AMC and 14.0% for Odeon and Nordic. There is considerable management judgment with respect to cash flow estimates and appropriate discount rates to be used in determining fair value, and, accordingly, actual results could vary significantly from such estimates, which fall under Level 3 within the fair value measurement hierarchy. These estimates determine whether impairments have been incurred and quantify the amount of any related impairment charge. See Note 1\u2014The Company and Significant Accounting Policies for further information.
Other Fair Value Measurement Disclosures. The following table summarizes the fair value of financial instruments that are not recognized at fair value in the statement of financial position for which it is practicable to estimate that value:
\u00a0\u00a0\u00a0\u00a0 | Fair Value Measurements at December 31, 2020 Using | |||||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Significant\u00a0other | \u00a0\u00a0\u00a0\u00a0 | Significant | ||||||||
Total\u00a0Carrying | Quoted\u00a0prices\u00a0in | observable | unobservable | |||||||||
Value at | active\u00a0market | inputs | inputs | |||||||||
(In millions) | December\u00a031, 2020 | (Level\u00a01) | (Level\u00a02) | (Level\u00a03) | ||||||||
Current maturities of corporate borrowings | $ | 20.0 | $ | \u2014 | $ | 12.9 | $ | \u2014 | ||||
Corporate borrowings | \u00a0 | 5,695.8 | \u00a0 | \u2014 | \u00a0 | 2,485.9 | 278.0 |
\u00a0\u00a0\u00a0\u00a0 | Fair Value Measurements at December 31, 2019 Using | |||||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Significant\u00a0other | \u00a0\u00a0\u00a0\u00a0 | Significant | ||||||||
Total\u00a0Carrying | Quoted\u00a0prices\u00a0in | observable | unobservable | |||||||||
Value at | active\u00a0market | inputs | inputs | |||||||||
(In millions) | December\u00a031, 2019 | (Level\u00a01) | (Level\u00a02) | (Level\u00a03) | ||||||||
Current maturities of corporate borrowings | $ | 20.0 | $ | \u2014 | $ | 20.4 | $ | \u2014 | ||||
Corporate borrowings | \u00a0 | 4,733.4 | \u00a0 | \u2014 | \u00a0 | 4,135.3 | \u00a0 | 514.9 |
Valuation Technique. Quoted market prices and observable market based inputs were used to estimate fair value for Level\u00a02 inputs. The Level\u00a03 fair value measurement represents the transaction price of the corporate borrowings under market conditions. On September\u00a014, 2018, the Company issued $600.0\u00a0million of Convertible Notes due 2024. These notes were issued by private placement, as such there is no observable market for these convertible notes (now the Convertible Notes due 2026). The Company valued these notes at principal value less a discount reflecting a market yield to maturity. See Note\u00a08\u2014Corporate Borrowings and Finance Lease Obligations for further information.
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments.
"}]},{"name":"rpt:f-2109","factDimensions":{"xbrl:concept":"us-gaap:FairValueAssetsMeasuredOnRecurringBasisTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Fair Value Measurements at December\u00a031, 2020 Using | ||||||||||||
Significant | ||||||||||||
\u00a0\u00a0\u00a0\u00a0 | Total\u00a0Carrying | \u00a0\u00a0\u00a0\u00a0 | Quoted\u00a0prices\u00a0in | \u00a0\u00a0\u00a0\u00a0 | Significant\u00a0other | \u00a0\u00a0\u00a0\u00a0 | unobservable | |||||
Value at | active\u00a0market | observable\u00a0inputs | inputs | |||||||||
(In millions) | December\u00a031, 2020 | (Level\u00a01) | (Level\u00a02) | (Level\u00a03) | ||||||||
Other long-term assets: | ||||||||||||
Money market mutual funds | $ | 1.1 | $ | 1.1 | $ | \u2014 | $ | \u2014 | ||||
Investments measured at net asset value(1) | 10.6 | \u00a0 | \u2014 | \u00a0 | \u2014 | \u00a0 | \u2014 | |||||
Marketable equity securities: | ||||||||||||
Investment in NCM | 5.2 | 5.2 | \u2014 | \u2014 | ||||||||
Total assets at fair value | $ | 16.9 | $ | 6.3 | $ | \u2014 | $ | \u2014 |
Fair Value Measurements at December\u00a031, 2019 Using | ||||||||||||
Significant | ||||||||||||
\u00a0\u00a0\u00a0\u00a0 | Total\u00a0Carrying | \u00a0\u00a0\u00a0\u00a0 | Quoted\u00a0prices\u00a0in | \u00a0\u00a0\u00a0\u00a0 | Significant\u00a0other | \u00a0\u00a0\u00a0\u00a0 | unobservable | |||||
Value at | active\u00a0market | observable\u00a0inputs | inputs | |||||||||
(In millions) | December 31, 2019 | (Level\u00a01) | (Level\u00a02) | (Level\u00a03) | ||||||||
Other long-term assets: | ||||||||||||
Money market mutual funds | $ | 0.6 | $ | 0.6 | $ | \u2014 | $ | \u2014 | ||||
Derivative asset | 38.0 | \u00a0 | \u2014 | \u00a0 | \u2014 | \u00a0 | 38.0 | |||||
Investments measured at net asset value(1) | 11.9 | \u2014 | \u2014 | \u2014 | ||||||||
Marketable equity securities: | ||||||||||||
Investment in NCM | 0.7 | 0.7 | \u2014 | \u2014 | ||||||||
Total assets at fair value | $ | 51.2 | $ | 1.3 | $ | \u2014 | $ | 38.0 | ||||
Corporate Borrowings: | ||||||||||||
Derivative liability | $ | 0.5 | $ | \u2014 | $ | \u2014 | $ | 0.5 | ||||
Total liabilities at fair value | $ | 0.5 | $ | \u2014 | $ | \u2014 | $ | 0.5 |
| (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. |
Fair Value Measurements Using | |||||||||||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Significant\u00a0other | \u00a0\u00a0\u00a0\u00a0 | Significant | \u00a0 | ||||||||||||
\u00a0\u00a0\u00a0\u00a0 | Total\u00a0Carrying | Quoted\u00a0prices\u00a0in | observable | unobservable | |||||||||||||
Value at | active\u00a0market | inputs | inputs | Total | |||||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | Measurement Date | Measurement Date | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a01) | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a02) | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a03) | \u00a0\u00a0\u00a0\u00a0 | Losses | ||||||
Property, net: | |||||||||||||||||
Property net | March 31, 2020 | $ | 40.5 | $ | \u2014 | $ | \u2014 | $ | 40.5 | $ | 30.9 | ||||||
Property net | September 30, 2020 | 14.3 | \u2014 | \u2014 | 14.3 | 8.5 | |||||||||||
Property net | December 31, 2020 | 25.4 | \u2014 | \u2014 | 25.4 | 20.7 | |||||||||||
Operating lease right-of-use assets | |||||||||||||||||
Operating lease right-of-use assets | March 31, 2020 | 124.0 | \u2014 | \u2014 | 124.0 | 60.4 | |||||||||||
Operating lease right-of-use assets | September 30, 2020 | 56.8 | \u2014 | \u2014 | 56.8 | 19.6 | |||||||||||
Operating lease right-of-use assets | December 31, 2020 | 69.0 | \u2014 | \u2014 | 69.0 | 37.8 | |||||||||||
Intangible assets, net | |||||||||||||||||
Definite-lived intangible assets | March 31, 2020 | 6.6 | \u2014 | \u2014 | 6.6 | 8.0 | |||||||||||
Indefinite-lived intangible assets | March 31, 2020 | 50.3 | \u2014 | \u2014 | 50.3 | 8.3 | |||||||||||
Definite-lived intangible assets | September 30, 2020 | \u2014 | \u2014 | \u2014 | \u2014 | 6.4 | |||||||||||
Indefinite-lived intangible assets | September 30, 2020 | 43.8 | \u2014 | \u2014 | 43.8 | 4.6 | |||||||||||
Indefinite-lived intangible assets | December 31, 2020 | 44.0 | \u2014 | \u2014 | 44.0 | 2.3 | |||||||||||
Goodwill | |||||||||||||||||
Goodwill | March 31, 2020 | 2,938.0 | \u2014 | \u2014 | 2,938.0 | 1,744.3 | |||||||||||
Goodwill | September 30, 2020 | 2,874.4 | \u2014 | \u2014 | 2,874.4 | 156.8 | |||||||||||
Goodwill | December 31, 2020 | 2,547.3 | \u2014 | \u2014 | 2,547.3 | 405.3 | |||||||||||
Other long-term assets | |||||||||||||||||
Cost method investments | March 31, 2020 | \u2014 | \u2014 | \u2014 | \u2014 | 7.2 | |||||||||||
Cost method investments | December 31, 2020 | 11.3 | \u2014 | \u2014 | 11.3 | 8.7 | |||||||||||
Equity method investments | December 31, 2020 | 17.2 | \u2014 | \u2014 | 17.2 | 8.6 | |||||||||||
Total | $ | 8,862.9 | $ | \u2014 | $ | \u2014 | $ | 8,862.9 | $ | 2,538.4 |
Fair Value Measurements at December 31, 2019 Using | |||||||||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Significant\u00a0other | \u00a0\u00a0\u00a0\u00a0 | Significant | \u00a0 | ||||||||||
\u00a0\u00a0\u00a0\u00a0 | Total\u00a0Carrying | Quoted\u00a0prices\u00a0in | observable | unobservable | |||||||||||
Value at | active\u00a0market | inputs | inputs | Total | |||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December 31, 2019 | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a01) | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a02) | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a03) | \u00a0\u00a0\u00a0\u00a0 | Losses | |||||
Property, net: | |||||||||||||||
Property net | $ | 29.2 | $ | \u2014 | $ | \u2014 | $ | 29.2 | $ | 23.1 | |||||
Operating lease right-of-use assets | |||||||||||||||
Operating lease right-of-use assets | 123.3 | \u2014 | \u2014 | 123.3 | 60.0 | ||||||||||
Other long-term assets | |||||||||||||||
Property owned, net | 3.0 | \u2014 | \u2014 | 3.0 | 1.2 | ||||||||||
Equity interest investment | 2.2 | \u2014 | \u2014 | 2.2 | 3.6 | ||||||||||
Total | $ | 157.7 | $ | \u2014 | $ | \u2014 | $ | 157.7 | $ | 87.9 |
\u00a0\u00a0\u00a0\u00a0 | Fair Value Measurements at December 31, 2020 Using | |||||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Significant\u00a0other | \u00a0\u00a0\u00a0\u00a0 | Significant | ||||||||
Total\u00a0Carrying | Quoted\u00a0prices\u00a0in | observable | unobservable | |||||||||
Value at | active\u00a0market | inputs | inputs | |||||||||
(In millions) | December\u00a031, 2020 | (Level\u00a01) | (Level\u00a02) | (Level\u00a03) | ||||||||
Current maturities of corporate borrowings | $ | 20.0 | $ | \u2014 | $ | 12.9 | $ | \u2014 | ||||
Corporate borrowings | \u00a0 | 5,695.8 | \u00a0 | \u2014 | \u00a0 | 2,485.9 | 278.0 |
\u00a0\u00a0\u00a0\u00a0 | Fair Value Measurements at December 31, 2019 Using | |||||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Significant\u00a0other | \u00a0\u00a0\u00a0\u00a0 | Significant | ||||||||
Total\u00a0Carrying | Quoted\u00a0prices\u00a0in | observable | unobservable | |||||||||
Value at | active\u00a0market | inputs | inputs | |||||||||
(In millions) | December\u00a031, 2019 | (Level\u00a01) | (Level\u00a02) | (Level\u00a03) | ||||||||
Current maturities of corporate borrowings | $ | 20.0 | $ | \u2014 | $ | 20.4 | $ | \u2014 | ||||
Corporate borrowings | \u00a0 | 4,733.4 | \u00a0 | \u2014 | \u00a0 | 4,135.3 | \u00a0 | 514.9 |
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NOTE 13\u2014OPERATING SEGMENTS
The Company reports information about operating segments in accordance with ASC 280-10, Segment Reporting, which requires financial information to be reported based on the way management organizes segments within a company for making operating decisions and evaluating performance. The Company has identified two reportable segments and reporting units for its theatrical exhibition operations, U.S. markets and International markets. The International markets reportable segment has operations in or partial interest in theatres in the United Kingdom, Germany, Spain, Italy, Ireland, Portugal, Sweden, Finland, Estonia, Latvia, Lithuania, Norway, Denmark, and Saudi Arabia. On August 28, 2020, the Company divested of 49% of its interest in Estonia, Latvia, and Lithuania operations. The Company completed the 100% divestiture of Latvia during the year ended December 31, 2020, see Note 1\u2014The Company and Significant Accounting Policies for further information on the Baltics theatre sale agreement. Operations located in Austria were sold during the first quarter of 2019. Each segment\u2019s revenue is derived from admissions, food and beverage sales and other ancillary revenues, primarily screen advertising, AMC Stubs\u00ae membership fees and other loyalty programs, ticket sales, gift card income and exchange ticket income. The measure of segment profit and loss the Company uses to evaluate performance and allocate its resources is Adjusted EBITDA, as defined in the reconciliation table below. The Company does not report asset information by segment because that information is not used to evaluate the performance of or allocate resources between segments.
Below is a breakdown of select financial information by reportable operating segment:
Year Ended | |||||||||
Revenues (In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2018 | |||
U.S. markets | $ | 826.7 | $ | 4,023.2 | $ | 4,013.2 | |||
International markets | 415.7 | 1,447.8 | 1,447.6 | ||||||
Total revenues | $ | 1,242.4 | $ | 5,471.0 | $ | 5,460.8 |
Year Ended | |||||||||
Adjusted EBITDA (1) (In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | December\u00a031, 2018 | ||||
U.S. markets | $ | (768.2) | $ | 575.6 | $ | 700.5 | |||
International markets | (231.0) | 195.8 | 228.7 | ||||||
Total Adjusted EBITDA | $ | (999.2) | $ | 771.4 | $ | 929.2 |
| (1) | The Company presents Adjusted EBITDA as a supplemental measure of its performance. The Company defines Adjusted EBITDA as net earnings (loss) plus (i)\u00a0income tax provision (benefit), (ii)\u00a0interest expense and (iii)\u00a0depreciation and amortization, as further adjusted to eliminate the impact of certain items that the Company does not consider indicative of the Company\u2019s 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\u2019s debt indentures. |
Year Ended | |||||||||
Capital Expenditures (In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2018 | |||
U.S. markets | $ | 109.9 | $ | 369.4 | $ | 395.6 | |||
International markets | 63.9 | 148.7 | 180.7 | ||||||
Total capital expenditures | $ | 173.8 | $ | 518.1 | $ | 576.3 |
Financial information about geographic area is as follows:
Year Ended | |||||||||
Revenues (In millions) | December\u00a031, 2020 | December\u00a031, 2019 | December\u00a031, 2018 | ||||||
United States | $ | 826.7 | $ | 4,023.2 | $ | 4,013.2 | |||
United Kingdom | 127.9 | 500.4 | 513.5 | ||||||
Spain | 52.1 | 200.3 | 193.9 | ||||||
Sweden | 63.2 | 177.5 | 192.1 | ||||||
Italy | 47.5 | 200.0 | 178.5 | ||||||
Germany | 38.2 | 135.0 | 114.3 | ||||||
Finland | 43.4 | 103.0 | 101.7 | ||||||
Ireland | 9.3 | 37.9 | 34.9 | ||||||
Other foreign countries | 34.1 | 93.7 | 118.7 | ||||||
Total | $ | 1,242.4 | $ | 5,471.0 | $ | 5,460.8 |
As of | As of | |||||
Long-term assets, net (In millions) | December\u00a031, 2020 | December\u00a031, 2019 | ||||
U.S. markets | $ | 6,895.3 | $ | 9,039.6 | ||
International markets | 2,894.1 | 3,963.1 | ||||
Total long-term assets (1) | $ | 9,789.4 | $ | 13,002.7 |
| (1) | Long-term assets are comprised of property, operating lease right-of-use assets, intangible assets, goodwill, deferred tax asset, net and other long-term assets. |
The following table sets forth a reconciliation of net earnings (loss) to Adjusted EBITDA:
Year Ended | |||||||||
(In\u00a0millions) | December 31, 2020 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2019 | December 31, 2018 | |||||
Net earnings (loss) | $ | (4,589.4) | $ | (149.1) | $ | 110.1 | |||
Plus: | |||||||||
Income tax provision (benefit) (1) | \u00a0 | 59.9 | \u00a0 | (22.5) | 13.6 | ||||
Interest expense | \u00a0 | 356.9 | \u00a0 | 340.8 | 342.3 | ||||
Depreciation and amortization | \u00a0 | 498.3 | \u00a0 | 450.0 | 537.8 | ||||
Impairment of long-lived assets, definite and indefinite-lived intangible assets and goodwill (2) | \u00a0 | 2,513.9 | \u00a0 | 84.3 | 13.8 | ||||
Certain operating expense (income) (3) | \u00a0 | (9.4) | \u00a0 | 14.8 | 24.0 | ||||
Equity in (earnings) loss of non-consolidated entities (4) | \u00a0 | 30.9 | \u00a0 | (30.6) | (86.7) | ||||
Cash distributions from non-consolidated entities (5) | \u00a0 | 17.4 | \u00a0 | 35.8 | 35.2 | ||||
Attributable EBITDA (6) | 0.2 | 5.0 | 7.3 | ||||||
Investment expense (income) | \u00a0 | 10.1 | \u00a0 | (16.0) | (6.2) | ||||
Other expense (income) (7) | \u00a0 | 66.9 | \u00a0 | 13.3 | (108.2) | ||||
Other non-cash rent (8) | (4.9) | 25.7 | \u2014 | ||||||
General and administrative \u2014 unallocated: | |||||||||
Merger, acquisition and other costs (9) | \u00a0 | 24.6 | \u00a0 | 15.5 | 31.3 | ||||
Stock-based compensation expense (10) | \u00a0 | 25.4 | \u00a0 | 4.4 | 14.9 | ||||
Adjusted EBITDA | $ | (999.2) | $ | 771.4 | $ | 929.2 |
| (1) | For information regarding the income tax provision (benefit), see Note 10\u2014Income Taxes. |
| (2) | During the year ended December 31, 2020, the Company recorded goodwill non-cash impairment charges of $1,276.1 million and $1,030.3 million related to the enterprise fair values of the Domestic Theatres and International Theatres reporting units, respectively. During the year ended December 31, 2020, the Company recorded non-cash impairment charges related to its long-lived assets of $152.5 million on 101 theatres in the U.S. markets with 1,139 screens which were related to property, net, operating lease right-of-use assets, net and other long-term assets and $25.4 million on 37 theatres in the International markets with 340 screens which were related to property, net and operating lease right-of-use assets, net. The Company recorded non-cash impairment charges related to indefinite-lived intangible assets of $12.5 million and $2.7 million related to the Odeon and Nordic trade names, respectively, in the International Theatres reporting unit during the year ended December 31, 2020. The Company also recorded non-cash impairment charges of $14.4 million related to its definite-lived intangible assets in the Domestic Theatres reporting unit during the year ended December 31, 2020. |
During the year ended December 31, 2019, the Company recorded non-cash impairment of long-lived assets of $84.3 million on 40 theatres in the U.S. markets with 512 screens, 14 theatres in the International markets with 148 screens, and a U.S. property held and not used.
During the year ended December 31, 2018, the Company recorded non-cash impairment losses of $13.8 million on 13 theatres in the U.S. markets with 150 screens and on 15 theatres in the International markets with 118 screens.
| (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) | During the year ended December 31, 2020, December 31, 2019 and December 31, 2018, the Company recorded $(14.5) million, $25.4 million and $29.1 million, respectively, in equity in earnings (loss) from DCIP. In addition, the Company recorded impairment losses in the International markets during the year ended December 31, 2020 related to equity method investments of $8.6 million in equity in (earnings) loss of non-consolidated entities. During the year ended December\u00a031, 2018, the Company recorded equity in earnings related to AMC\u2019s sale of all remaining NCM units of $28.9\u00a0million and a gain of $30.1 million related to the Screenvision merger. Equity in earnings of non-consolidated entities also includes loss on the surrender (disposition) of a portion of AMC\u2019s investment in NCM of $1.1 million and a lower of carrying value or fair value impairment loss of the held-for sale portion of the Company\u2019s investment in NCM of $16.0 million for the year ended December\u00a031, 2018. |
| (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\u2019s 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\u2019s 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\u2019s gift card and package ticket program. |
Year Ended | |||||||||
(In\u00a0millions) | December 31, 2020 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2019 | December 31, 2018 | |||||
Equity in (earnings) loss of non-consolidated entities | $ | 30.9 | $ | (30.6) | $ | (86.7) | |||
Less: | |||||||||
Equity in (earnings) loss of non-consolidated entities excluding International theatre joint ventures | 27.4 | (29.2) | (81.9) | ||||||
Equity in earnings (loss) of International theatre joint ventures | (3.5) | 1.4 | 4.8 | ||||||
Income tax provision | 0.1 | 0.4 | 0.4 | ||||||
Investment income | (0.4) | (0.7) | (0.5) | ||||||
Interest expense | 0.1 | \u2014 | \u2014 | ||||||
Depreciation and amortization | 3.2 | 3.4 | 2.6 | ||||||
Other expense | 0.7 | 0.5 | \u2014 | ||||||
Attributable EBITDA | $ | 0.2 | $ | 5.0 | $ | 7.3 |
| (7) | Other expense (income) for the year ended December 31, 2020 included a loss of $109.0 million related to the fair value adjustments of the Company\u2019s derivative liability and derivative asset for the Convertible Notes, financing fees related to the Exchange Offer of $39.3 million, and credit losses related to contingent lease guarantees of $15.0 million, partially offset by a gain on extinguishment of the Second Lien Notes due 2026 of $93.6 million and financing related foreign currency transaction losses. |
During the year ended December\u00a031, 2019, the Company recorded a loss on repayment of indebtedness of $16.6 million and the financing related foreign currency transaction losses, partially offset by a gain of $5.8 million as a result of the decrease in fair value of its derivative liability and asset for the Convertible Notes.
During the year ended December\u00a031, 2018, the Company recorded a gain of $111.4\u00a0million as a result of the decrease in fair value of its derivative liability and the increase in fair value of the derivative asset for the Convertible Notes, partially offset by financing losses and financing related foreign currency transaction losses.
| (8) | Reflects amortization of 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. |
| (9) | Merger, acquisition and other costs are excluded as they are non-operating in nature. |
| (10) | Non-cash or non-recurring expense included in general and administrative: other. |
Year Ended | |||||||||
Revenues (In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2018 | |||
U.S. markets | $ | 826.7 | $ | 4,023.2 | $ | 4,013.2 | |||
International markets | 415.7 | 1,447.8 | 1,447.6 | ||||||
Total revenues | $ | 1,242.4 | $ | 5,471.0 | $ | 5,460.8 |
Year Ended | |||||||||
Adjusted EBITDA (1) (In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | December\u00a031, 2018 | ||||
U.S. markets | $ | (768.2) | $ | 575.6 | $ | 700.5 | |||
International markets | (231.0) | 195.8 | 228.7 | ||||||
Total Adjusted EBITDA | $ | (999.2) | $ | 771.4 | $ | 929.2 |
| (1) | The Company presents Adjusted EBITDA as a supplemental measure of its performance. The Company defines Adjusted EBITDA as net earnings (loss) plus (i)\u00a0income tax provision (benefit), (ii)\u00a0interest expense and (iii)\u00a0depreciation and amortization, as further adjusted to eliminate the impact of certain items that the Company does not consider indicative of the Company\u2019s 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\u2019s debt indentures. |
Year Ended | |||||||||
Capital Expenditures (In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2018 | |||
U.S. markets | $ | 109.9 | $ | 369.4 | $ | 395.6 | |||
International markets | 63.9 | 148.7 | 180.7 | ||||||
Total capital expenditures | $ | 173.8 | $ | 518.1 | $ | 576.3 |
Year Ended | |||||||||
Revenues (In millions) | December\u00a031, 2020 | December\u00a031, 2019 | December\u00a031, 2018 | ||||||
United States | $ | 826.7 | $ | 4,023.2 | $ | 4,013.2 | |||
United Kingdom | 127.9 | 500.4 | 513.5 | ||||||
Spain | 52.1 | 200.3 | 193.9 | ||||||
Sweden | 63.2 | 177.5 | 192.1 | ||||||
Italy | 47.5 | 200.0 | 178.5 | ||||||
Germany | 38.2 | 135.0 | 114.3 | ||||||
Finland | 43.4 | 103.0 | 101.7 | ||||||
Ireland | 9.3 | 37.9 | 34.9 | ||||||
Other foreign countries | 34.1 | 93.7 | 118.7 | ||||||
Total | $ | 1,242.4 | $ | 5,471.0 | $ | 5,460.8 |
As of | As of | |||||
Long-term assets, net (In millions) | December\u00a031, 2020 | December\u00a031, 2019 | ||||
U.S. markets | $ | 6,895.3 | $ | 9,039.6 | ||
International markets | 2,894.1 | 3,963.1 | ||||
Total long-term assets (1) | $ | 9,789.4 | $ | 13,002.7 |
| (1) | Long-term assets are comprised of property, operating lease right-of-use assets, intangible assets, goodwill, deferred tax asset, net and other long-term assets. |
The following table sets forth a reconciliation of net earnings (loss) to Adjusted EBITDA:
Year Ended | |||||||||
(In\u00a0millions) | December 31, 2020 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2019 | December 31, 2018 | |||||
Net earnings (loss) | $ | (4,589.4) | $ | (149.1) | $ | 110.1 | |||
Plus: | |||||||||
Income tax provision (benefit) (1) | \u00a0 | 59.9 | \u00a0 | (22.5) | 13.6 | ||||
Interest expense | \u00a0 | 356.9 | \u00a0 | 340.8 | 342.3 | ||||
Depreciation and amortization | \u00a0 | 498.3 | \u00a0 | 450.0 | 537.8 | ||||
Impairment of long-lived assets, definite and indefinite-lived intangible assets and goodwill (2) | \u00a0 | 2,513.9 | \u00a0 | 84.3 | 13.8 | ||||
Certain operating expense (income) (3) | \u00a0 | (9.4) | \u00a0 | 14.8 | 24.0 | ||||
Equity in (earnings) loss of non-consolidated entities (4) | \u00a0 | 30.9 | \u00a0 | (30.6) | (86.7) | ||||
Cash distributions from non-consolidated entities (5) | \u00a0 | 17.4 | \u00a0 | 35.8 | 35.2 | ||||
Attributable EBITDA (6) | 0.2 | 5.0 | 7.3 | ||||||
Investment expense (income) | \u00a0 | 10.1 | \u00a0 | (16.0) | (6.2) | ||||
Other expense (income) (7) | \u00a0 | 66.9 | \u00a0 | 13.3 | (108.2) | ||||
Other non-cash rent (8) | (4.9) | 25.7 | \u2014 | ||||||
General and administrative \u2014 unallocated: | |||||||||
Merger, acquisition and other costs (9) | \u00a0 | 24.6 | \u00a0 | 15.5 | 31.3 | ||||
Stock-based compensation expense (10) | \u00a0 | 25.4 | \u00a0 | 4.4 | 14.9 | ||||
Adjusted EBITDA | $ | (999.2) | $ | 771.4 | $ | 929.2 |
| (1) | For information regarding the income tax provision (benefit), see Note 10\u2014Income Taxes. |
| (2) | During the year ended December 31, 2020, the Company recorded goodwill non-cash impairment charges of $1,276.1 million and $1,030.3 million related to the enterprise fair values of the Domestic Theatres and International Theatres reporting units, respectively. During the year ended December 31, 2020, the Company recorded non-cash impairment charges related to its long-lived assets of $152.5 million on 101 theatres in the U.S. markets with 1,139 screens which were related to property, net, operating lease right-of-use assets, net and other long-term assets and $25.4 million on 37 theatres in the International markets with 340 screens which were related to property, net and operating lease right-of-use assets, net. The Company recorded non-cash impairment charges related to indefinite-lived intangible assets of $12.5 million and $2.7 million related to the Odeon and Nordic trade names, respectively, in the International Theatres reporting unit during the year ended December 31, 2020. The Company also recorded non-cash impairment charges of $14.4 million related to its definite-lived intangible assets in the Domestic Theatres reporting unit during the year ended December 31, 2020. |
During the year ended December 31, 2019, the Company recorded non-cash impairment of long-lived assets of $84.3 million on 40 theatres in the U.S. markets with 512 screens, 14 theatres in the International markets with 148 screens, and a U.S. property held and not used.
During the year ended December 31, 2018, the Company recorded non-cash impairment losses of $13.8 million on 13 theatres in the U.S. markets with 150 screens and on 15 theatres in the International markets with 118 screens.
| (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) | During the year ended December 31, 2020, December 31, 2019 and December 31, 2018, the Company recorded $(14.5) million, $25.4 million and $29.1 million, respectively, in equity in earnings (loss) from DCIP. In addition, the Company recorded impairment losses in the International markets during the year ended December 31, 2020 related to equity method investments of $8.6 million in equity in (earnings) loss of non-consolidated entities. During the year ended December\u00a031, 2018, the Company recorded equity in earnings related to AMC\u2019s sale of all remaining NCM units of $28.9\u00a0million and a gain of $30.1 million related to the Screenvision merger. Equity in earnings of non-consolidated entities also includes loss on the surrender (disposition) of a portion of AMC\u2019s investment in NCM of $1.1 million and a lower of carrying value or fair value impairment loss of the held-for sale portion of the Company\u2019s investment in NCM of $16.0 million for the year ended December\u00a031, 2018. |
| (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\u2019s 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\u2019s 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\u2019s gift card and package ticket program. |
Year Ended | |||||||||
(In\u00a0millions) | December 31, 2020 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2019 | December 31, 2018 | |||||
Equity in (earnings) loss of non-consolidated entities | $ | 30.9 | $ | (30.6) | $ | (86.7) | |||
Less: | |||||||||
Equity in (earnings) loss of non-consolidated entities excluding International theatre joint ventures | 27.4 | (29.2) | (81.9) | ||||||
Equity in earnings (loss) of International theatre joint ventures | (3.5) | 1.4 | 4.8 | ||||||
Income tax provision | 0.1 | 0.4 | 0.4 | ||||||
Investment income | (0.4) | (0.7) | (0.5) | ||||||
Interest expense | 0.1 | \u2014 | \u2014 | ||||||
Depreciation and amortization | 3.2 | 3.4 | 2.6 | ||||||
Other expense | 0.7 | 0.5 | \u2014 | ||||||
Attributable EBITDA | $ | 0.2 | $ | 5.0 | $ | 7.3 |
| (7) | Other expense (income) for the year ended December 31, 2020 included a loss of $109.0 million related to the fair value adjustments of the Company\u2019s derivative liability and derivative asset for the Convertible Notes, financing fees related to the Exchange Offer of $39.3 million, and credit losses related to contingent lease guarantees of $15.0 million, partially offset by a gain on extinguishment of the Second Lien Notes due 2026 of $93.6 million and financing related foreign currency transaction losses. |
During the year ended December\u00a031, 2019, the Company recorded a loss on repayment of indebtedness of $16.6 million and the financing related foreign currency transaction losses, partially offset by a gain of $5.8 million as a result of the decrease in fair value of its derivative liability and asset for the Convertible Notes.
During the year ended December\u00a031, 2018, the Company recorded a gain of $111.4\u00a0million as a result of the decrease in fair value of its derivative liability and the increase in fair value of the derivative asset for the Convertible Notes, partially offset by financing losses and financing related foreign currency transaction losses.
| (8) | Reflects amortization of 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. |
| (9) | Merger, acquisition and other costs are excluded as they are non-operating in nature. |
| (10) | Non-cash or non-recurring expense included in general and administrative: other. |
NOTE 14\u2014ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following tables present the change in accumulated other comprehensive income (loss) by component:
Unrealized Net | ||||||||||||
Gain (Loss) | ||||||||||||
from Equity | ||||||||||||
Foreign | Method Investees\u2019 | |||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | Currency | \u00a0\u00a0\u00a0\u00a0 | Pension Benefits | \u00a0\u00a0\u00a0\u00a0 | Cash Flow Hedge | \u00a0\u00a0\u00a0\u00a0 | Total | ||||
Balance December 31, 2018 | $ | 7.2 | $ | (1.8) | $ | 0.1 | $ | 5.5 | ||||
Other comprehensive loss before reclassifications | \u00a0 | (16.5) | \u00a0 | (15.5) | \u00a0 | (0.1) | \u00a0 | (32.1) | ||||
Amounts reclassified from accumulated other comprehensive loss | \u00a0 | 0.5 | \u00a0 | \u2014 | \u00a0 | \u2014 | \u00a0 | 0.5 | ||||
Balance December\u00a031, 2019 | $ | (8.8) | $ | (17.3) | $ | \u2014 | $ | (26.1) | ||||
Other comprehensive (gain) loss before reclassifications | 67.0 | (4.1) | \u2014 | 62.9 | ||||||||
Amounts reclassified from accumulated other comprehensive loss | 1.9 | \u2014 | \u2014 | 1.9 | ||||||||
Balance December\u00a031, 2020 | $ | 60.1 | $ | (21.4) | $ | \u2014 | $ | 38.7 |
The tax effects allocated to each component of other comprehensive income (loss) is as follows:
Year Ended | |||||||||||||||||||||||||||
December\u00a031, 2020 | December\u00a031, 2019 | December\u00a031, 2018 | |||||||||||||||||||||||||
\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0 | Tax | \u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0 | Tax | \u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Tax | \u00a0\u00a0\u00a0\u00a0 | ||||||||||||||||
Pre-Tax | (Expense) | Net-of-Tax | Pre-Tax | (Expense) | Net-of-Tax | Pre-Tax | (Expense) | Net-of-Tax | |||||||||||||||||||
(In\u00a0millions) | Amount | Benefit | Amount | Amount | Benefit | Amount | Amount | Benefit | Amount | ||||||||||||||||||
Unrealized foreign currency translation adjustment | $ | 66.8 | $ | 0.2 | $ | 67.0 | $ | (18.3) | $ | 1.8 | $ | (16.5) | $ | (127.5) | $ | (0.2) | $ | (127.7) | |||||||||
Realized loss on foreign currency transactions | 1.9 | \u2014 | 1.9 | 0.5 | \u2014 | 0.5 | 1.0 | \u2014 | 1.0 | ||||||||||||||||||
Pension and other benefit adjustments: | |||||||||||||||||||||||||||
Net gain (loss) arising during the period | (4.1) | \u2014 | (4.1) | (16.1) | 0.6 | (15.5) | 3.8 | 0.4 | 4.2 | ||||||||||||||||||
Equity method investee's cash flow hedge: | |||||||||||||||||||||||||||
Unrealized net holding gain (loss) arising during the period | \u00a0 | \u2014 | \u00a0 | \u2014 | \u00a0 | \u2014 | \u00a0 | (0.1) | \u00a0 | \u2014 | \u00a0 | (0.1) | \u00a0 | 0.2 | \u00a0 | \u2014 | \u00a0 | 0.2 | |||||||||
Realized net (gain) loss reclassified into equity in earnings of non-consolidated entities | \u2014 | \u2014 | \u2014 | \u2014 | \u2014 | \u2014 | (2.2) | \u2014 | (2.2) | ||||||||||||||||||
Other comprehensive income (loss) | $ | 64.6 | $ | 0.2 | $ | 64.8 | $ | (34.0) | $ | 2.4 | $ | (31.6) | $ | (124.7) | $ | 0.2 | $ | (124.5) |
"}]},{"name":"rpt:f-2400","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"
Unrealized Net | ||||||||||||
Gain (Loss) | ||||||||||||
from Equity | ||||||||||||
Foreign | Method Investees\u2019 | |||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | Currency | \u00a0\u00a0\u00a0\u00a0 | Pension Benefits | \u00a0\u00a0\u00a0\u00a0 | Cash Flow Hedge | \u00a0\u00a0\u00a0\u00a0 | Total | ||||
Balance December 31, 2018 | $ | 7.2 | $ | (1.8) | $ | 0.1 | $ | 5.5 | ||||
Other comprehensive loss before reclassifications | \u00a0 | (16.5) | \u00a0 | (15.5) | \u00a0 | (0.1) | \u00a0 | (32.1) | ||||
Amounts reclassified from accumulated other comprehensive loss | \u00a0 | 0.5 | \u00a0 | \u2014 | \u00a0 | \u2014 | \u00a0 | 0.5 | ||||
Balance December\u00a031, 2019 | $ | (8.8) | $ | (17.3) | $ | \u2014 | $ | (26.1) | ||||
Other comprehensive (gain) loss before reclassifications | 67.0 | (4.1) | \u2014 | 62.9 | ||||||||
Amounts reclassified from accumulated other comprehensive loss | 1.9 | \u2014 | \u2014 | 1.9 | ||||||||
Balance December\u00a031, 2020 | $ | 60.1 | $ | (21.4) | $ | \u2014 | $ | 38.7 |
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NetOfTaxAttributableToParent","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","us-gaap:StatementEquityComponentsAxis":"us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember"},"factValues":[{"value":"-4100000","decimals":-5}]},{"name":"rpt:f-2416","factDimensions":{"xbrl:concept":"us-gaap:OciBeforeReclassificationsNetOfTaxAttributableToParent","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","us-gaap:StatementEquityComponentsAxis":"us-gaap:AccumulatedOtherComprehensiveIncomeMember"},"factValues":[{"value":"62900000","decimals":-5}]},{"name":"rpt:f-2417","factDimensions":{"xbrl:concept":"us-gaap:ReclassificationFromAociCurrentPeriodNetOfTaxAttributableToParent","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","us-gaap:StatementEquityComponentsAxis":"us-gaap:AccumulatedTranslationAdjustmentMember"},"factValues":[{"value":"-1900000","decimals":-5}]},{"name":"rpt:f-2418","factDimensions":{"xbrl:concept":"us-gaap:ReclassificationFromAociCurrentPeriodNetOfTaxAttributableToParent","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","us-gaap:StatementEquityComponentsAxis":"us-gaap:AccumulatedOtherComprehensiveIncomeMember"},"factValues":[{"value":"-1900000","decimals":-5}]},{"name":"rpt:f-2419","factDimensions":{"xbrl:concept":"us-gaap:StockholdersEquity","xbrl:period":"2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","us-gaap:StatementEquityComponentsAxis":"us-gaap:AccumulatedTranslationAdjustmentMember"},"factValues":[{"value":"60100000","decimals":-5}]},{"name":"rpt:f-2420","factDimensions":{"xbrl:concept":"us-gaap:StockholdersEquity","xbrl:period":"2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","us-gaap:StatementEquityComponentsAxis":"us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember"},"factValues":[{"value":"-21400000","decimals":-5}]},{"name":"rpt:f-2421","factDimensions":{"xbrl:concept":"us-gaap:StockholdersEquity","xbrl:period":"2021-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","us-gaap:StatementEquityComponentsAxis":"us-gaap:AccumulatedOtherComprehensiveIncomeMember"},"factValues":[{"value":"38700000","decimals":-5}]},{"name":"rpt:f-2422","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfComprehensiveIncomeLossTableTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"
Year Ended | |||||||||||||||||||||||||||
December\u00a031, 2020 | December\u00a031, 2019 | December\u00a031, 2018 | |||||||||||||||||||||||||
\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0 | Tax | \u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0 | Tax | \u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Tax | \u00a0\u00a0\u00a0\u00a0 | ||||||||||||||||
Pre-Tax | (Expense) | Net-of-Tax | Pre-Tax | (Expense) | Net-of-Tax | Pre-Tax | (Expense) | Net-of-Tax | |||||||||||||||||||
(In\u00a0millions) | Amount | Benefit | Amount | Amount | Benefit | Amount | Amount | Benefit | Amount | ||||||||||||||||||
Unrealized foreign currency translation adjustment | $ | 66.8 | $ | 0.2 | $ | 67.0 | $ | (18.3) | $ | 1.8 | $ | (16.5) | $ | (127.5) | $ | (0.2) | $ | (127.7) | |||||||||
Realized loss on foreign currency transactions | 1.9 | \u2014 | 1.9 | 0.5 | \u2014 | 0.5 | 1.0 | \u2014 | 1.0 | ||||||||||||||||||
Pension and other benefit adjustments: | |||||||||||||||||||||||||||
Net gain (loss) arising during the period | (4.1) | \u2014 | (4.1) | (16.1) | 0.6 | (15.5) | 3.8 | 0.4 | 4.2 | ||||||||||||||||||
Equity method investee's cash flow hedge: | |||||||||||||||||||||||||||
Unrealized net holding gain (loss) arising during the period | \u00a0 | \u2014 | \u00a0 | \u2014 | \u00a0 | \u2014 | \u00a0 | (0.1) | \u00a0 | \u2014 | \u00a0 | (0.1) | \u00a0 | 0.2 | \u00a0 | \u2014 | \u00a0 | 0.2 | |||||||||
Realized net (gain) loss reclassified into equity in earnings of non-consolidated entities | \u2014 | \u2014 | \u2014 | \u2014 | \u2014 | \u2014 | (2.2) | \u2014 | (2.2) | ||||||||||||||||||
Other comprehensive income (loss) | $ | 64.6 | $ | 0.2 | $ | 64.8 | $ | (34.0) | $ | 2.4 | $ | (31.6) | $ | (124.7) | $ | 0.2 | $ | (124.5) |
NOTE 15\u2014EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding. Diluted earnings per share includes the effects of unvested RSU\u2019s with a service condition only and unvested contingently issuable RSUs and PSUs that have service and performance conditions, if dilutive, as well as potential dilutive shares from the conversion feature of the Convertible Notes due 2026, if dilutive.
The following table sets forth the computation of basic and diluted earnings (loss) per common share:
Year Ended | Year Ended | Year Ended | |||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2018 | |||
Numerator: | |||||||||
Net earnings (loss) attributable to AMC Entertainment Holdings, Inc. for basic earnings (loss) per share | $ | (4,589.1) | $ | (149.1) | $ | 110.1 | |||
Calculation of net earnings for diluted earnings (loss) per share: | |||||||||
Marked-to-market gain on derivative liability | \u2014 | \u2014 | (66.4) | ||||||
Interest expense for Convertible Notes due 2026 | \u2014 | \u2014 | 9.7 | ||||||
Net earnings (loss) available for diluted earnings | $ | (4,589.1) | $ | (149.1) | $ | 53.4 | |||
Denominator (shares in thousands): | |||||||||
Weighted average shares for basic earnings per common share | \u00a0 | 117,212 | \u00a0 | 103,832 | \u00a0 | 120,621 | |||
Common equivalent shares for RSUs and PSUs | \u00a0 | \u2014 | \u00a0 | \u2014 | \u00a0 | 29 | |||
Common equivalent shares if converted: Convertible Notes 2026 | \u2014 | \u2014 | 9,455 | ||||||
Weighted average shares for diluted earnings per common share | \u00a0 | 117,212 | \u00a0 | 103,832 | \u00a0 | 130,105 | |||
Basic earnings (loss) per common share: | $ | (39.15) | $ | (1.44) | $ | 0.91 | |||
Diluted earnings (loss) per common share: | $ | (39.15) | $ | (1.44) | $ | 0.41 |
Vested RSUs, PSUs, and SPSUs have dividend rights identical to the Company\u2019s 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 year ended December 31, 2020, December 31, 2019, and December 31, 2018, unvested RSUs of 1,131,333, 1,377,992, and 210,558, respectively, were not included in the computation of diluted earnings (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\u2019s 2013 Equity Incentive Plan if the end of the reporting period were the end of the contingency period. Unvested PSUs of 649,209, 477,630 and 364,269 at the minimum performance targets for the years ended December\u00a031, 2020, December 31, 2019, and December 31, 2018, respectively, and unvested SPSUs of 578,328 at the minimum market condition for the year ended December 31, 2020, were not included in the computation of diluted earnings (loss) per share because they would not be issuable if the end of the reporting period were the end of the contingency period or they would be anti-dilutive.
The Company uses the if-converted method for calculating any potential dilutive effect of the Convertible Notes that were issued on September\u00a014, 2018. The Company has not adjusted net loss for the year ended December 31, 2020 and December 31, 2019 to eliminate the interest expense of $31.8 million and $32.6 million, respectively, and the loss (gain) for the derivative liability related to the Convertible Notes of $89.4 million and $(23.5) million, respectively, in the computation of diluted loss per share because the effects would be anti-dilutive. The Company has not included in diluted weighted average shares approximately 35.5 million and 31.7 million shares issuable upon conversion for the year ended December 31, 2020 and December 31, 2019, respectively, as the effects would be anti-dilutive. For the year ended December 31, 2018, the Company adjusted net earnings to eliminate the interest expense and the (gain) for the derivative liability related to the Convertible Notes due 2026 of $9.7\u00a0million and $(66.4)\u00a0million, respectively, in the computation of diluted earnings per share. The Company has included in diluted weighted average shares approximately 9.5\u00a0million shares issuable upon conversion for the year ended December\u00a031, 2018, as the effects were dilutive. Based on the current conversion price of $13.51\u00a0per share, the Convertible Notes are convertible into 44,422,860 Class A common shares.
"}]},{"name":"rpt:f-2462","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock","xbrl:period":"2020-01-01T00:00:00/2021-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Year Ended | Year Ended | Year Ended | |||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2020 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2019 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2018 | |||
Numerator: | |||||||||
Net earnings (loss) attributable to AMC Entertainment Holdings, Inc. for basic earnings (loss) per share | $ | (4,589.1) | $ | (149.1) | $ | 110.1 | |||
Calculation of net earnings for diluted earnings (loss) per share: | |||||||||
Marked-to-market gain on derivative liability | \u2014 | \u2014 | (66.4) | ||||||
Interest expense for Convertible Notes due 2026 | \u2014 | \u2014 | 9.7 | ||||||
Net earnings (loss) available for diluted earnings | $ | (4,589.1) | $ | (149.1) | $ | 53.4 | |||
Denominator (shares in thousands): | |||||||||
Weighted average shares for basic earnings per common share | \u00a0 | 117,212 | \u00a0 | 103,832 | \u00a0 | 120,621 | |||
Common equivalent shares for RSUs and PSUs | \u00a0 | \u2014 | \u00a0 | \u2014 | \u00a0 | 29 | |||
Common equivalent shares if converted: Convertible Notes 2026 | \u2014 | \u2014 | 9,455 | ||||||
Weighted average shares for diluted earnings per common share | \u00a0 | 117,212 | \u00a0 | 103,832 | \u00a0 | 130,105 | |||
Basic earnings (loss) per common share: | $ | (39.15) | $ | (1.44) | $ | 0.91 | |||
Diluted earnings (loss) per common share: | $ | (39.15) | $ | (1.44) | $ | 0.41 |
NOTE 16\u2014SUPPLEMENTAL FINANCIAL INFORMATION BY QUARTER (UNAUDITED)
2020 | |||||||||||||||
Quarter | Quarter | Quarter | Quarter | Year | |||||||||||
Ended | Ended | Ended | Ended | Ended | |||||||||||
March 31, | June 30, | September 30, | December\u00a031, | December\u00a031, | |||||||||||
(In millions, except per share data) | \u00a0\u00a0\u00a0\u00a0 | 2020 | \u00a0\u00a0\u00a0\u00a0 | 2020 | \u00a0\u00a0\u00a0\u00a0 | 2020 | \u00a0\u00a0\u00a0\u00a0 | 2020 | \u00a0\u00a0\u00a0\u00a0 | 2020 | |||||
Total revenues (1) | $ | 941.5 | $ | 18.9 | $ | 119.5 | $ | 162.5 | $ | 1,242.4 | |||||
Operating loss | (1,986.1) | (471.6) | (675.4) | (969.6) | (4,102.7) | ||||||||||
Net loss attributable to AMC Entertainment Holdings, Inc. (2)(3) | (2,176.3) | (561.2) | (905.8) | (945.8) | (4,589.1) | ||||||||||
Basic loss per share: | $ | (20.88) | $ | (5.38) | $ | (8.41) | $ | (6.21) | $ | (39.15) | |||||
Diluted loss per share: | $ | (20.88) | $ | (5.38) | $ | (8.41) | $ | (6.21) | $ | (39.15) | |||||
Weighted average shares outstanding: (in thousands) | |||||||||||||||
Basic | 104,245 | 104,319 | 107,695 | 152,307 | 117,212 | ||||||||||
Diluted | 104,245 | 104,319 | 107,695 | 152,307 | 117,212 |
| (1) | On March 17, 2020, the Company temporarily suspended all theatre operations to prevent the spread of COVID-19. In early June 2020, the Company resumed limited operations in the International markets and in late August 2020, the Company resumed limited operations in the U.S. markets. |
| (2) | In the first, second, third, and fourth quarters of calendar 2020, the Company recorded $19.6 million, $(6.4) million, $95.8 million, and $0, respectively, of other expense (income) related to derivative assets and liabilities. See Note\u00a08\u2014Corporate Borrowings and Finance Lease Obligations for a discussion of the derivative asset and derivative liability gains. Other expense (income) includes financing fees related to the modification of debt of $36.3 million and $3.0 million in the third and fourth quarter, respectively, and a gain on extinguishment of Second Lien Notes due 2026 of $93.6 million in the fourth quarter of calendar 2020. |
| (3) | During the first, second, third, and fourth quarter of 2020, the Company recorded non-cash expense in impairment of long-lived assets, definite and indefinite-lived intangible assets, and goodwill of $1,851.9 million, $0, $195.9 million, and $466.1 million, respectively. |
2019 | |||||||||||||||
Quarter | Quarter | Quarter | Quarter | Year | |||||||||||
Ended | Ended | Ended | Ended | Ended | |||||||||||
March 31, | June 30, | September\u00a030, | December\u00a031, | December\u00a031, | |||||||||||
(In millions, except per share data) | \u00a0\u00a0\u00a0\u00a0 | 2019 | \u00a0\u00a0\u00a0\u00a0 | 2019 | \u00a0\u00a0\u00a0\u00a0 | 2019 | \u00a0\u00a0\u00a0\u00a0 | 2019 | \u00a0\u00a0\u00a0\u00a0 | 2019 | |||||
Total revenues | $ | 1,200.4 | $ | 1,506.1 | $ | 1,316.8 | $ | 1,447.7 | $ | 5,471.0 | |||||
Operating income (loss) | \u00a0 | (33.7) | \u00a0 | 105.5 | \u00a0 | 20.8 | \u00a0 | 43.4 | \u00a0 | 136.0 | |||||
Net earnings (loss) attributable to AMC Entertainment Holdings, Inc. (1)(2) | (130.2) | 49.4 | (54.8) | (13.5) | (149.1) | ||||||||||
Basic earnings (loss) per share: | $ | (1.25) | $ | 0.48 | $ | (0.53) | $ | (0.13) | $ | (1.44) | |||||
Diluted earnings (loss) per share: | $ | (1.25) | $ | 0.17 | $ | (0.53) | $ | (0.13) | $ | (1.44) | |||||
Weighted average shares outstanding: (in thousands) | |||||||||||||||
Basic | 103,783 | 103,845 | 103,850 | 103,850 | 103,832 | ||||||||||
Diluted | 103,783 | 135,528 | 103,850 | 103,850 | 103,832 |
| (1) | In the first, second, third, and fourth quarters of calendar 2019, the Company recorded $28.4 million, $(41.0) million, $(2.8) million, and $9.6\u00a0million, respectively, of other expense (income) related to derivative assets and liabilities. See Note\u00a08\u2014Corporate Borrowings and Finance Lease Obligations for a discussion of the derivative asset and derivative liability gains. |
| (2) | During the fourth quarter of 2019, the Company recorded non-cash impairment of long-lived assets of $84.3 million on 40 theatres in the U.S. markets with 512 screens and on 14 theatres in the International markets with 148 screens, and one U.S. property held and not used. |
2020 | |||||||||||||||
Quarter | Quarter | Quarter | Quarter | Year | |||||||||||
Ended | Ended | Ended | Ended | Ended | |||||||||||
March 31, | June 30, | September 30, | December\u00a031, | December\u00a031, | |||||||||||
(In millions, except per share data) | \u00a0\u00a0\u00a0\u00a0 | 2020 | \u00a0\u00a0\u00a0\u00a0 | 2020 | \u00a0\u00a0\u00a0\u00a0 | 2020 | \u00a0\u00a0\u00a0\u00a0 | 2020 | \u00a0\u00a0\u00a0\u00a0 | 2020 | |||||
Total revenues (1) | $ | 941.5 | $ | 18.9 | $ | 119.5 | $ | 162.5 | $ | 1,242.4 | |||||
Operating loss | (1,986.1) | (471.6) | (675.4) | (969.6) | (4,102.7) | ||||||||||
Net loss attributable to AMC Entertainment Holdings, Inc. (2)(3) | (2,176.3) | (561.2) | (905.8) | (945.8) | (4,589.1) | ||||||||||
Basic loss per share: | $ | (20.88) | $ | (5.38) | $ | (8.41) | $ | (6.21) | $ | (39.15) | |||||
Diluted loss per share: | $ | (20.88) | $ | (5.38) | $ | (8.41) | $ | (6.21) | $ | (39.15) | |||||
Weighted average shares outstanding: (in thousands) | |||||||||||||||
Basic | 104,245 | 104,319 | 107,695 | 152,307 | 117,212 | ||||||||||
Diluted | 104,245 | 104,319 | 107,695 | 152,307 | 117,212 |
| (1) | On March 17, 2020, the Company temporarily suspended all theatre operations to prevent the spread of COVID-19. In early June 2020, the Company resumed limited operations in the International markets and in late August 2020, the Company resumed limited operations in the U.S. markets. |
| (2) | In the first, second, third, and fourth quarters of calendar 2020, the Company recorded $19.6 million, $(6.4) million, $95.8 million, and $0, respectively, of other expense (income) related to derivative assets and liabilities. See Note\u00a08\u2014Corporate Borrowings and Finance Lease Obligations for a discussion of the derivative asset and derivative liability gains. Other expense (income) includes financing fees related to the modification of debt of $36.3 million and $3.0 million in the third and fourth quarter, respectively, and a gain on extinguishment of Second Lien Notes due 2026 of $93.6 million in the fourth quarter of calendar 2020. |
| (3) | During the first, second, third, and fourth quarter of 2020, the Company recorded non-cash expense in impairment of long-lived assets, definite and indefinite-lived intangible assets, and goodwill of $1,851.9 million, $0, $195.9 million, and $466.1 million, respectively. |
2019 | |||||||||||||||
Quarter | Quarter | Quarter | Quarter | Year | |||||||||||
Ended | Ended | Ended | Ended | Ended | |||||||||||
March 31, | June 30, | September\u00a030, | December\u00a031, | December\u00a031, | |||||||||||
(In millions, except per share data) | \u00a0\u00a0\u00a0\u00a0 | 2019 | \u00a0\u00a0\u00a0\u00a0 | 2019 | \u00a0\u00a0\u00a0\u00a0 | 2019 | \u00a0\u00a0\u00a0\u00a0 | 2019 | \u00a0\u00a0\u00a0\u00a0 | 2019 | |||||
Total revenues | $ | 1,200.4 | $ | 1,506.1 | $ | 1,316.8 | $ | 1,447.7 | $ | 5,471.0 | |||||
Operating income (loss) | \u00a0 | (33.7) | \u00a0 | 105.5 | \u00a0 | 20.8 | \u00a0 | 43.4 | \u00a0 | 136.0 | |||||
Net earnings (loss) attributable to AMC Entertainment Holdings, Inc. (1)(2) | (130.2) | 49.4 | (54.8) | (13.5) | (149.1) | ||||||||||
Basic earnings (loss) per share: | $ | (1.25) | $ | 0.48 | $ | (0.53) | $ | (0.13) | $ | (1.44) | |||||
Diluted earnings (loss) per share: | $ | (1.25) | $ | 0.17 | $ | (0.53) | $ | (0.13) | $ | (1.44) | |||||
Weighted average shares outstanding: (in thousands) | |||||||||||||||
Basic | 103,783 | 103,845 | 103,850 | 103,850 | 103,832 | ||||||||||
Diluted | 103,783 | 135,528 | 103,850 | 103,850 | 103,832 |
| (1) | In the first, second, third, and fourth quarters of calendar 2019, the Company recorded $28.4 million, $(41.0) million, $(2.8) million, and $9.6\u00a0million, respectively, of other expense (income) related to derivative assets and liabilities. See Note\u00a08\u2014Corporate Borrowings and Finance Lease Obligations for a discussion of the derivative asset and derivative liability gains. |
| (2) | During the fourth quarter of 2019, the Company recorded non-cash impairment of long-lived assets of $84.3 million on 40 theatres in the U.S. markets with 512 screens and on 14 theatres in the International markets with 148 screens, and one U.S. property held and not used. |
NOTE 17\u2014SUBSEQUENT EVENTS
Equity Distribution Agreements. On January 25, 2021, the Company entered into an equity distribution agreement with Goldman Sachs & Co. LLC and B. Riley Securities, Inc., as sales agents, to sell up to 50 million shares of Class A common stock, par value $0.01 per share, through an \u201cat-the-market\u201d offering program. The Company raised gross proceeds related to this equity distribution agreement, including the remaining amounts from the prior equity distribution agreement as described in Note 9\u2014Stockholders\u2019 Equity, of approximately $596.9 million in January 2021 through its at-the-market offering of 187,066,293 of its Class A common stock and paid fees to the sales agents of approximately $14.9 million. The Company intends to use the net proceeds for general corporate purposes, which may include the repayment, refinancing, redemption or repurchase of existing indebtedness or working capital, capital expenditures and other investments.
First Lien Toggle Notes due 2026. On January 15, 2021, the Company issued $100.0 million aggregate principal amount of its First Lien Toggle Notes due 2026 as contemplated by the previously disclosed commitment letter with Mudrick Capital Management, LP, dated as of December 10, 2020. The First Lien Toggle Notes due 2026 were issued pursuant to an indenture dated as of January 15, 2021 among the Company, the guarantors named therein and the U.S. Bank National Association, as trustee and collateral agent. The First Lien Toggle Notes due 2026 bear cash interest at a rate of 15% per annum payable semi-annually in arrears on January 15 and July 15, beginning on July 15, 2021. Interest for the first three interest periods after the issue date may, at the Company\u2019s option, be paid in PIK interest at a rate of 17% per annum, and thereafter interest shall be payable solely in cash. The First Lien Toggle Notes due 2026 will mature on April 24, 2026. The indenture provides that the First Lien Toggle Notes due 2026 are general senior secured obligations of the Company and are secured on a pari passu basis with the Senior Credit Facilities, the First Lien Notes due 2026, the First Lien Notes due 2025, and the Convertible Notes due 2026.
Odeon Term Loan Facility. On February 15, 2021, Odeon Cinemas Group Limited (\u201cOdeon\u201d), a wholly-owned subsidiary of the Company entered into a new \u00a3140.0 million and \u20ac296.0 million term loan facility agreement (the \u201cOdeon Term Loan Facility\u201d), by and among Odeon, the subsidiaries of Odeon party thereto, the lenders and other loan parties thereto and Lucid Agency Services Limited as agent and Lucid Trustee Services Limited as security agent. Approximately \u00a389.7 million and \u20ac12.8 million of the net proceeds from the Odeon Term Loan Facility were used to repay in full Odeon\u2019s obligations (including principal, interest, fees and cash collateralized letters of credit) under its existing revolving credit facility and the remaining net proceeds will be used for general corporate purposes. The Odeon Term Loan Facility has a maturity of 2.5 years from the date on which it is first drawn. Borrowings under the Odeon Term Loan Facility bear interest at a rate equal to 10.75% per annum during the first year and 11.25% thereafter. Odeon will have the ability to elect to pay interest in cash or in PIK interest for each interest period. All obligations under the Odeon Term Loan Facility are guaranteed by certain subsidiaries of Odeon. The Company is subject to minimum liquidity requirements of \u00a332.5 million (approximately $45 million) required under the Odeon Term Loan Facility.
Convertible Notes due 2026. On January 27, 2021, affiliates of Silver Lake and certain co-investors (collectively, the \u201cNoteholders\u201d) elected to convert (the \u201cConversion\u201d) all $600.0 million principal amount of the Company\u2019s Convertible Notes due 2026 into shares of the Company\u2019s Class A common stock at a conversion price of $13.51 per share. The Conversion settled on January 29, 2021 and resulted in the issuance of 44,422,860 shares of the Company\u2019s Class A common stock to the Noteholders. The Company will recognize $70 million of interest expense in the first quarter of 2021 for unamortized discount and deferred charges at the date of conversion following the guidance in ASC 815-15-40-1. The Conversion reduced the Company\u2019s first-lien indebtedness by $600.0 million. Pursuant to the Stock Repurchase and Cancellation Agreement with Wanda dated as of September 14, 2018, 5,666,000 shares of the Company\u2019s Class B common stock held by Wanda were forfeited and cancelled in connection with the Conversion.
Class B common stock. On February 1, 2021, Wanda exercised their right to convert all outstanding Class B common stock to Class A common stock resulting in ownership in Holdings\u2019 outstanding common stock and voting power of the Company\u2019s outstanding common stock of approximately 9.8% as of March 3, 2021.
Senior Secured Credit Facility. On March 8, 2021, the Company entered into the Ninth Amendment, pursuant to which the requisite revolving lenders party thereto agreed to extend the suspension period for the financial covenant
under its Credit Agreement from a period ending on March 31, 2021 to a period ending on March 31, 2022 (the \u201cExtended Covenant Suspension Period\u201d). During the Extended Covenant Suspension Period, the Company will not, and will not permit any of its restricted subsidiaries to, (i) make certain restricted payments, (ii) subject to certain exceptions, incur any indebtedness for borrowed money that is pari passu or senior in right of payment or security with the Revolving Loans (as defined in the Credit Agreement) or (iii)\u00a0make any investment in or otherwise dispose of any assets to any subsidiary of the Company that is not a Loan Party (as defined in the Credit Agreement) to facilitate a new financing incurred by a subsidiary of the Company. In addition, as an ongoing condition to the suspension of the financial covenant, the Company also agreed to (i)\u00a0a minimum liquidity test of $100 million, (ii)\u00a0an anti-cash hoarding test at any time Revolving Loans are outstanding and (iii)\u00a0additional reporting obligations. On March\u00a08, 2021 the Company entered into the Tenth Amendment to Credit Agreement, pursuant to which the Company agreed not to consent to certain modifications to the Credit Agreement described in the Tenth Amendment without the consent of the majority of the revolving lenders party to the Tenth Amendment.
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