SECURITIES AND EXCHANGE COMMISSION FORM 10-K Annual report pursuant to section 13 and 15(d) Filing Date: 2019-03-01 | Period of Report: 2018-12-31 SEC Accession No. 0001411579-19-000013 (HTML Version on secdatabase.com) FILER AMC ENTERTAINMENT HOLDINGS, INC. Mailing Address Business Address ONE AMC WAY ONE AMC WAY CIK:1411579| IRS No.: 260303916 | State of Incorp.:DE | Fiscal Year End: 1231 11500 ASH STREET 11500 ASH STREET Type: 10-K | Act: 34 | File No.: 001-33892 | Film No.: 19646655 LEAWOOD KS 66211 LEAWOOD KS 66211 SIC: 7830 Motion picture theaters 913-213-2000 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents 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, 2018 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 incorporation or organization) (I.R.S. Employer 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark 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, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one): ☒ Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the 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, 2018, 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 $822,736,151 (51,744,412 shares at a closing price per share of $15.90). Shares of Class A common stock outstanding—52,047,613 shares at February 22, 2019 Shares of Class B common stock outstanding—51,769,784 shares at February 22, 2019 DOCUMENTS INCORPORATED BY REFERENCE Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Certain portions of the registrant’s definitive proxy statement, in connection with its 2019 annual meeting of stockholders, to be filed within 120 days of December 31, 2018, are incorporated by reference into Part III of this Annual Report on Form 10-K. Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents AMC ENTERTAINMENT HOLDINGS, INC. FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2018 INDEX Page PART I Item 1. Business 4 Item 1A. Risk Factors 20 Item 1B. Unresolved Staff Comments 33 Item 2. Properties 34 Item 3. Legal Proceedings 34 Item 4. Mine Safety Disclosures 34 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 35 Item 6. Selected Financial Data 39 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 41 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 72 Item 8. Financial Statements and Supplementary Data 73 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 173 Item 9A. Controls and Procedures 173 Item 9B. Other Information 173 PART III Item 10. Directors, Executive Officers and Corporate Governance 174 Item 11. Executive Compensation 174 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 174 Item 13. Certain Relationships and Related Transactions, and Director Independence 174 Item 14. Principal Accounting Fees and Services 174 PART IV Item 15. Exhibits, Financial Statement Schedules 175 Item 16 Form 10-K Summary 184 1 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents 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, certain statements made herein and elsewhere regarding our recent acquisitions are also forward-looking statements, including statements regarding the expected benefits of the acquisition on our future business, operations and financial performance and our ability to successfully integrate the recently acquired businesses. 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 and continue our share repurchase program; · 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 refinance our indebtedness on terms favorable to us; · optimizing our theatre circuit through new construction and the transformation of our existing theatres may be subject to delay and unanticipated costs; · failures, unavailability or security breaches of our information systems; · risks relating to impairment losses, including with respect to goodwill and other intangibles, and theatre and other closure charges; · our ability to utilize net operating loss carryforwards to reduce our future tax liability or valuation allowances taken with respect to deferred