AMC Entertainment Holdings, Inc
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10DEC200713501786 AMC Entertainment Holdings, Inc. 2016 Annual Report to Stockholders On the following pages you will find our Form 10-K for the fiscal year ended December 31, 2016, but excluding Item 15(b) Exhibits and Item 15(c) Separate Financial Statements of Subsidiaries Not Consolidated, which have been filed with the Securities and Exchange Commission. s UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33892 AMC ENTERTAINMENT HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 26-0303916 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One AMC Way 11500 Ash Street, Leawood, KS 66211 (Address of principal executive offices) (Zip Code) (913) 213-2000 Registrant’s telephone number, including area code: Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Class A Common Stock, par value of $0.01 per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2016, computed by reference to the price at which the registrant’s Class A common stock was last sold on the New York Stock Exchange on such date was $596,749,619 (21,613,532 shares at a closing price per share of $27.61). Shares of Class A common stock outstanding—55,026,640 shares at February 24, 2017 Shares of Class B common stock outstanding—75,826,927 shares at February 24, 2017 DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant’s definitive proxy statement, in connection with its 2017 annual meeting of stockholders, to be filed within 120 days of December 31, 2016, are incorporated by reference into Part III of this Annual Report on Form 10-K. [This page intentionally left blank] AMC ENTERTAINMENT HOLDINGS, INC. FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2016 INDEX Page PART I Item 1. Business ........................................................................... 4 Item 1A. Risk Factors ........................................................................ 27 Item 1B. Unresolved Staff Comments ........................................................... 39 Item 2. Properties .......................................................................... 39 Item 3. Legal Proceedings ................................................................... 40 Item 4. Mine Safety Disclosures .............................................................. 40 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities .................................................................... 41 Item 6. Selected Financial Data ................................................................ 45 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ......... 47 Item 7A. Quantitative and Qualitative Disclosures about Market Risk .. ............................. 77 Item 8. Financial Statements and Supplementary Data ............................................. 79 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ........ 154 Item 9A. Controls and Procedures ............................................................... 154 Item 9B. Other Information .................................................................... 154 PART III Item 10. Directors, Executive Officers and Corporate Governance .................................... 155 Item 11. Executive Compensation ............................................................... 155 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ............................................................................ 155 Item 13. Certain Relationships and Related Transactions, and Director Independence .................... 155 Item 14. Principal Accounting Fees and Services .................................................. 155 PART IV Item 15. Exhibits, Financial Statement Schedules .................................................. 156 1 Forward-Looking Statements In addition to historical information, this Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “will,” “forecast,” “estimate,” “project,” “intend,” “plan,” “expect,” “should,” “believe” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Similarly, statements made herein and elsewhere regarding our pending acquisition of Nordic Cinemas are also forward-looking statements, including statements regarding the anticipated closing date of the acquisition, the ability to obtain regulatory approvals or to satisfy closing conditions, the costs of the acquisition or the source or structure of the financings, the expected benefits of the acquisition on our future business, operations and financial performance and our ability to successfully integrate the recently acquired business. These forward-looking statements are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, including those discussed in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the following: • risks relating to motion picture production and performance; • our lack of control over distributors of films; • intense competition in the geographic areas in which we operate; • increased use of alternative film delivery methods or other forms of entertainment; • shrinking exclusive theatrical release windows; • general and international economic, political, social and financial market conditions and other risks including the effects of the exit of the United Kingdom from the European Union; • risks and uncertainties relating to our significant indebtedness; • limitations on the availability of capital may prevent us from deploying strategic initiatives; • certain covenants in the agreements that govern our indebtedness may limit our ability to take advantage of certain business opportunities; • our ability to achieve expected synergies, benefits and performance from our recent strategic theatre acquisitions and strategic initiatives; • our ability to comply with, and the effects of, a settlement we entered into with the United States Department of Justice pursuant to which we agreed to divest theatres, transfer advertising rights of certain theatres, and divest our holdings in National CineMedia, LLC (“NCM”) • the failure to obtain the necessary