UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2019
or
For the transition period from to
Commission File Number: 1-35106
AMC Networks Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
11 Penn Plaza, New York, NY
(Address of principal executive offices)
27-5403694
(I.R.S. Employer
Identification No.)
10001
(Zip Code)
(212) 324-8500
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share
AMCX
The NASDAQ Stock Market LLC
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 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 Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company (as defined in Exchange Act Rule 12b-2).
Large accelerated filer
Non-accelerated filer
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Accelerated filer
Smaller reporting company
Emerging growth company
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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 Exchange Act). Yes ☐ No ☑
The aggregate market value of the registrant's common stock held by non-affiliates of the registrant, computed by reference to the closing price of a share of common stock on
June 30, 2019 (the last business day of the registrant's most recently completed second fiscal quarter) was approximately $2.3 billion.
The number of shares of common stock outstanding as of February 14, 2020:
Class A Common Stock par value $0.01 per share
Class B Common Stock par value $0.01 per share
44,078,364
11,484,408
Certain information required in Item 10 through Item 14 of Part III of this Annual Report on Form 10-K is incorporated herein by reference to the Registrant's definitive Proxy
Statement for its 2020 Annual Meeting of Stockholders, which shall be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities
Exchange Act of 1934, as amended, within 120 days of the Registrant's fiscal year end.
DOCUMENTS INCORPORATED BY REFERENCE:
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
Part I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Part II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Part III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Part IV
Item 15.
Item 16.
SIGNATURES
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosure About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains statements that constitute forward-looking information within the meaning of the Private Securities
Litigation Reform Act of 1995. In this Annual Report on Form 10-K there are statements concerning our future operating results and future financial
performance. Words such as "expects," "anticipates," "believes," "estimates," "may," "will," "should," "could," "potential," "continue," "intends," "plans" and
similar words and terms used in the discussion of future operating results and future financial performance identify forward-looking statements. You are
cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties and that actual
results or developments may differ materially from the forward-looking statements as a result of various factors. Factors that may cause such differences to
occur include, but are not limited to:
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the level of our revenues;
• market demand, including changes in viewer consumption patterns, for our programming networks, our subscription streaming services, our
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programming, and our production services;
demand for advertising inventory and our ability to deliver guaranteed viewer ratings;
the highly competitive nature of the cable, telecommunications and programming industries;
our ability to maintain and renew distribution or affiliation agreements with distributors;
the cost of, and our ability to obtain or produce, desirable programming content for our networks, other forms of distribution, including digital and
licensing in international markets, as well as our independent film distribution businesses;
• market demand for our owned original programming and our independent film content;
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changes in consumer demand for our comedy venues;
the security of our program rights and other electronic data;
the loss of any of our key personnel and artistic talent;
changes in domestic and foreign laws or regulations under which we operate;
economic and business conditions and industry trends in the countries in which we operate;
fluctuations in currency exchange rates and interest rates;
changes in laws or treaties relating to taxation, or the interpretation thereof, in the U.S. or in the countries in which we operate;
the impact of new and proposed federal, state and international laws and regulations relating to data protection, privacy and security, including the
European Union's General Data Protection Regulation ("GDPR");
the impact of Brexit;
our substantial debt and high leverage;
reduced access to capital markets or significant increases in costs to borrow;
the level of our expenses;
the level of our capital expenditures;
future acquisitions and dispositions of assets;
our ability to successfully acquire new businesses and, if acquired, to integrate, and implement our plan with respect to businesses we acquire;
problems we may discover post-closing with the operations, including the internal controls and financial reporting process, of businesses we acquire;
uncertainties regarding the financial results of equity method investees, issuers of our investments in marketable equity securities and non-
marketable equity securities and changes in the nature of key strategic relationships with partners and joint ventures;
the outcome of litigation and other proceedings;
• whether pending uncompleted transactions, if any, are completed on the terms and at the times set forth (if at all);
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other risks and uncertainties inherent in our programming businesses;
financial community and rating agency perceptions of our business, operations, financial condition and the industry in which we operate;
events that are outside our control, such as political unrest in international markets, terrorist attacks, natural disasters and other similar events; and
the factors described under Item 1A, "Risk Factors" in this Annual Report.
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We disclaim any obligation to update or revise the forward-looking statements contained herein, except as otherwise required by applicable federal
securities laws.
Item 1. Business.
Part I
AMC Networks Inc. is a Delaware corporation with its principal executive offices located at 11 Penn Plaza, New York, NY 10001. AMC Networks Inc.
is a holding company and conducts substantially all of its operations through its majority owned or controlled subsidiaries. Unless the context otherwise
requires, all references to "we," "our," "us," "AMC Networks" or the "Company" refer to AMC Networks Inc., together with its subsidiaries. "AMC Networks
Inc." refers to AMC Networks Inc. individually as a separate entity. Our telephone number is (212) 324-8500.
AMC Networks Inc. was incorporated on March 9, 2011 as an indirect, wholly-owned subsidiary of Cablevision Systems Corporation (Cablevision
Systems Corporation and its subsidiaries are referred to as "Cablevision"). On June 30, 2011, Cablevision spun off the Company (the "Distribution"), and
AMC Networks Inc. became an independent public company.
OVERVIEW
AMC Networks is a global entertainment company known for its groundbreaking and award-winning original content. We own and operate a suite of
focused and targeted video entertainment products that are delivered to viewers on an ever-expanding array of platforms. These include: our linear TV
channels carried by traditional and virtual multi-channel video programming (MVPD) distributors; our targeted subscription video on demand (SVOD)
services; our digital platforms; and on various social media platforms.
We operate several of the most recognized brands in entertainment, creating and presenting high quality content and compelling stories to audiences,
and a valuable platform for distributors and advertisers. We have operated in the entertainment industry for more than 30 years, and, over this time, we have
continually enhanced the value of our portfolio. Our content spans multiple genres, including drama, comedy, documentary, reality, anthology, feature film
and short form and is well known and well regarded by our key constituents — our viewers, distributors and advertisers — and have developed strong,
dedicated followings within their respective targeted demographics, increasing their value to distributors and advertisers.
In the United States ("U.S."), our programming networks are AMC, WE tv, BBC AMERICA (operated through a joint venture with BBC Studios), IFC
and SundanceTV. Our deep and established presence in the industry and the recognition we have received for our brands through industry awards, critical
acclaim and other honors lend us a high degree of credibility with content creators and producers, providing us with strong relationships with top creators and
demand for our owned programming for distribution on third-party platforms. Our networks are distributed primarily through MVPDs and are available on
every major U.S. distribution platform. Through our AMC Studios operation, we are increasingly owning our original programming. Today, through AMC
Studios, we own and control a significant portion of the original scripted series that we deliver to viewers on our linear and streaming platforms.
Our ability to produce and own high quality content has provided us with the opportunity to distribute our owned content on platforms other than our
domestic networks. Our owned content as well as the content that we license is distributed domestically and internationally and on multiple platforms,
including linear television, company-owned and third-party SVOD services, digital services, home video and syndication.
We also own and operate four targeted SVOD services that offer curated content destinations that provide unique viewership experiences for distinct
audiences. The four services are: Acorn TV, our largest SVOD service, specializing in world-class mysteries and drama from Britain and beyond; Shudder,
serving fans of horror and suspense; Sundance Now, featuring mysteries, prestige drama and true crime; and Urban Movie Channel (UMC), the first
streaming destination dedicated to black audiences, featuring the best in black TV and film.
While we primarily license content for these services, we continue to increasingly invest in producing original programming, which is contributing to
strong growth and a stable user base.
In addition, we created AMC Premiere, an upgrade for viewers who want a premium AMC experience. A first-of-its-kind offering for viewers who
receive AMC as part of their MVPD subscription package, AMC Premiere provides commercial-free viewing of in-season original AMC series, as well as
exclusive and first-look content, extended episodes, curated movies, the ability to binge certain shows ahead of linear viewers, and other benefits.
Internationally, we deliver programming that reaches subscribers in more than 125 countries and territories around the world. The international division
of the Company, AMC Networks International ("AMCNI"), consists of global brands, including AMC and SundanceTV, in the movie and entertainment
programming genres, as well as popular, locally recognized channels in several other programming genres.
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AMC Networks also operates IFC Films, a film distribution business that distributes independent narrative and documentary films under the IFC Films
label as well as the IFC Midnight distribution label. IFC Films is known for attracting high-profile talent and distributing films that regularly garner critical
acclaim and industry honors, including numerous Oscar, Golden Globe, and Cannes Film Festival-award winning titles. IFC Films also operates IFC Films
Unlimited, a subscription video on demand streaming channel comprised of theatrically-released and award-winning titles from its distribution labels. IFC
Films has been behind some of the most culturally impactful and successful independent film and documentary releases of all time, and IFC Films Unlimited
includes a broad range of titles, from IFC Films “classics” like Y Tu Mama Tambien and The Thin Blue Line to The Trip and Oscar-nominated films 45 Years
and Two Days, One Night, documentaries including the Oscar-nominated How To Survive A Plague and Joan Rivers: A Piece Of Work, as well as genre films
The Babadook and Room 237.
Bringing together a broad collection of films that span across labels and genres, IFC Films Unlimited is a general entertainment SVOD destination for
specialty film fans. It is currently available in North America on Amazon Prime Video Channels and Apple TV Channels.
Strategy
Our strategy is to maintain and improve our position as a leading entertainment company by creating and presenting content that is high-quality, brand
defining and compelling to watch, and by owning and operating some of the most popular and award-winning brands in television that create engagement
with audiences globally across multiple distribution platforms. The key focuses of our strategy are:
Continued Development of High-Quality Original Programming. We intend to continue developing strong original programming across all of our
programming networks to further enhance our brands, strengthen our relationships with our viewers, distributors and advertisers, and increase distribution and
audience ratings. We intend to seek increased distribution of our national networks to grow distribution and advertising revenues. We believe that our
continued investment in original programming will support future growth in distribution and advertising revenue. We also intend to continue to expand the
exploitation of our original programming across multiple distribution platforms.
Increased Ownership and Control of Content and Valuable IP. We believe that control (including long-term contractual arrangements) and ownership of
content is important. Through our AMC Studios operation, we intend to increase our control over more of our programming content. We currently control,
own or have long-term license agreements covering significant portions of our content across our programming networks, our SVOD services, and our
independent film distribution business operated by IFC Films. We intend to continue to focus on obtaining the broadest possible control rights (both as to
territory and platforms) for our content.
Develop and Grow New Targeted Direct-to-Consumer Offerings and Brands. We have been focused on creating and growing targeted SVOD services
for several years. As the market for this category evolves, consumers are increasingly complementing their general entertainment subscriptions with our
targeted SVOD services. Our targeted SVOD strategy is to serve distinct premium audiences and build loyal and engaged fan communities around each
service. Financially, our offerings are attractive, with a large subscriber market for each service.
Innovation in Content, Format, Distribution, and New Products. The technological landscape of the distribution of entertainment content has expanded
to include other media platforms. We distribute our content across many of these platforms, when it makes business sense to do so, so that our viewers can
access our content where, when and how they want it. To that end, our programming networks are allowing many of our distributors to offer our content to
subscribers on various platforms permitting subscribers to access programs at their convenience. We also make select content available on SVOD services or
digital platform providers, such as Netflix, Hulu, and Amazon Prime, electronic-sell-through (EST) and physical (DVD and Blu-ray) formats.
Growth and Innovation in Advertising. We continue to evolve the programming on each of our networks to achieve even stronger viewer engagement
within their respective core targeted demographics, thereby increasing the value of our programming to advertisers and allowing us to obtain higher
advertising rates.
We are also creating new opportunities for brands to leverage the strength of our content and our large and passionate fan communities on social
platforms as well as through on-the-ground live events. These opportunities are rooted in our strong content and proven ability to build vibrant, large and
engaged fan communities around our shows and franchises.
In addition, we are embracing many new opportunities the evolving advertising space presents, including the potential of advertising video on demand
(AVOD). We have made significant investments in advanced advertising technologies such as our proprietary targeting tool called Aurora. In what has been a
multi-year effort for us, we have been building tools and staffing up as we develop data and analytics for our proprietary tools. We have seen the number of
advertisers utilizing these tools increase and our targeted audience ad sales have grown as a result. In addition to our own initiatives, we are also participating
in broader industry efforts, such as Project OAR, a consortium focused on bringing addressable advertising to smart TVs. Our products
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enhance our value to advertisers through better targeting, data and measurement and we believe they will improve our overall business in the mid and long
term.
Increased Global Distribution. We distribute our programming networks around the globe. We first expanded beyond the U.S. market with the launch in
Canada of IFC (in 2001) and AMC (in 2006), and in Europe of SundanceTV (in 2010) and AMC (in 2014). One or more of AMC Networks International's
channels are available in more than 125 countries and territories worldwide.
Revenue
We earn revenue principally from the distribution of our programming and the sale of advertising. Distribution revenues primarily include fees paid by
distributors to carry our programming networks, revenue earned from the licensing of original programming and subscription fees paid for our SVOD
services. In 2019, distribution revenues and advertising sales accounted for 68% and 32% of our consolidated revenues, net, respectively. For the year ended
December 31, 2019, one customer in our National Networks segment, AT&T Inc., accounted for greater than 10% of our consolidated revenues, net.
Distribution Revenue
Subscription revenue: Our programming networks are distributed to our viewing audience throughout the U.S. and around the world via cable and other
multichannel video programming distribution platforms, including direct broadcast satellite ("DBS"), platforms operated by telecommunications providers
and virtual multichannel video programming distributors (collectively "distributors") pursuant to agreements with the distributors. Our subscription fee
revenues are based on a per subscriber fee, and, to a lesser extent, fixed fees under multi-year contracts, commonly referred to as "affiliation agreements,"
which generally provide for annual rate increases. The specific subscription fee revenues we earn vary from period to period, distributor to distributor and
also vary among our networks, but are generally based upon the number of each distributor's subscribers who receive our programming, referred to as
viewing subscribers. These agreements also give us the right to sell a specific amount of advertising time on our programming networks. Our programming
networks' existing distribution agreements expire at various dates through 2026. For our targeted SVOD services, we earn monthly fees as the streaming
service is provided to our customers.
We frequently negotiate with distributors in an effort to increase the subscriber base for our networks. We have in some instances made upfront
payments to distributors in exchange for these additional subscribers. We also may help fund the distributors' efforts to market our programming networks or
we may permit distributors to offer limited promotional periods without payment of subscriber fees. As we continue our efforts to add subscribers, our
subscriber revenue may be negatively affected by such deferred carriage fee arrangements, discounted subscriber fees and other payments, however, we
believe that these transactions generate a positive return on investment over the contract period.
Content licensing revenue: We sell rights to our owned original programming and content acquired under long-term distribution arrangements for
distribution in a variety of forms including television markets worldwide, SVOD services or digital platform providers, such as Netflix, Hulu, and Amazon
Prime, electronic-sell-through (EST) and physical (DVD and Blu-ray) formats.
Advertising Revenue
We earn advertising revenue by selling advertising time on our programming networks. In the U.S., we sell advertising time in both the upfront and
scatter markets. In the upfront market, advertisers buy advertising time for the upcoming season, and by purchasing in advance, often receive discounted
rates. In the scatter market, advertisers buy advertising time close to the time when the commercials will be run, and often pay a premium. The mix between
the upfront and scatter markets is based upon a number of factors, such as pricing, demand for advertising time and economic conditions. Internationally,
advertising markets vary by jurisdiction. The majority of international advertising is sold close to the time when the commercials will be run (similar to the
U.S. scatter market) and we are generally represented by third-party sales agents.
Our arrangements with advertisers provide for a set number of advertising units to air over a specific period of time at a negotiated price per unit. In
most domestic advertising sales arrangements, our programming networks guarantee specified viewer ratings for their programming. If these guaranteed
viewer ratings are not met, we are generally required to provide additional advertising units to the advertiser at no charge. For these types of arrangements, a
portion of the related revenue is deferred if the guaranteed viewer ratings are not met and is subsequently recognized either when we provide the required
additional advertising unit or the guarantee obligation contractually expires. In the U.S., most of our advertising revenues vary based upon the popularity of
our programming as measured by Nielsen. In addition to the Nielsen rating, our advertising rates are also influenced by the demographic mix of our viewing
audiences, since advertisers tend to pay premium rates for more desirable demographic groups of viewers.
Our programming networks have advertisers representing companies in a broad range of sectors, including automotive, restaurants/food, health, and
telecommunications industries.
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Programming
We obtain programming through a combination of development, production and licensing; and we distribute programming directly to consumers in the
U.S. and throughout the world through our programming networks, digital and other forms of distribution and theatrical release of our IFC Films acquired
content. Our programming includes original programming that we control, either through outright ownership or through long-term licensing arrangements, as
well as acquired programming that we license from studios and other rights holders. Since our founding in 1980, we have been a pioneer in the cable
television programming industry, having created or developed some of the industry's leading programming networks, with a focus on programming of film
and original productions. Certain of our programming networks feature original programming that includes critically-acclaimed original scripted dramatic
series.
Original Programming
Through our AMC Studios operation, we increasingly produce and own more of our original programming, primarily for our programming networks
and also for license to third parties worldwide. Decisions as to how to distribute programming are made on the basis of a variety of factors including the
relative value of any particular alternative.
We also contract with some of the industry's leading production companies to produce original programming that appears on our programming
networks. These contractual arrangements either provide us with outright ownership of the programming, in which case we hold all programming and other
rights to the content, or they consist of long-term licensing arrangements, which provide us with exclusive rights to exhibit the content on our programming
networks, but may be limited in terms of specific geographic markets or distribution platforms. The license agreements are typically of multi-season duration
and provide us with a right of first negotiation or a right of first refusal on the renewal of the license for additional programming seasons.
Acquired Programming
The majority of the content on our programming networks consists of films, episodic series and specials that we acquire pursuant to rights agreements
with film studios, production companies or other rights holders. This acquired programming includes episodic series such as Law and Order, The X-Files,
Criminal Minds, CSI: Miami, Two and a Half Men and Batman, as well as an extensive film library. The rights agreements for this content are of varying
duration and generally permit our programming networks to carry these series, films and other programming during certain window periods.
SEGMENTS
We manage our business through the following two operating segments:
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National Networks: Includes activities of our five national programming networks, AMC Studios operations and AMC Broadcasting &
Technology. Our national programming networks are AMC, WE tv, BBC AMERICA, IFC, and SundanceTV and also include our AMC
Premiere service. Our AMC Studios operation produces original programming for our programming networks and also licenses such
programming worldwide. AMC Networks Broadcasting & Technology is our technical services business, which primarily services most of the
national programming networks.
International and Other: Includes AMCNI, our international programming businesses consisting of a portfolio of channels around the world;
AMC Networks SVOD consisting of our targeted subscription streaming services: Acorn TV, Shudder, Sundance Now, and UMC; Levity, our
production services and comedy venues business; and IFC Films, our independent film distribution business.
For financial information of the Company by operating segment, see Item 7, "Management's Discussion and Analysis of Financial Condition and
Results of Operations — Consolidated Results of Operations" and Note 24 to the accompanying consolidated financial statements.
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National Networks
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AMC reached approximately 85 million Nielsen subscribers and had distribution agreements with all major U.S. and Canada distributors as of
December 31, 2019.
AMC is home to some of the most popular and acclaimed programs on television. The network helped usher in what is commonly referred to as
a new “Golden Age of Television,” with its debut of Mad Men in 2007 and Breaking Bad in 2008. With Mad Men, AMC became the first basic
cable network to ever win the Emmy® Award for Outstanding Drama Series in 2008 after which it won the coveted award another four years in
a row. Subsequently, AMC’s Breaking Bad won this Emmy® Award in 2013 and 2014. Both series are among the most critically acclaimed and
awarded series in the history of television.
The network created AMC Premiere for viewers who want a premium AMC experience. AMC Premiere provides commercial-free viewing of
in-season original AMC series, such as The Walking Dead and Preacher, as well as exclusive and first-look content, extended episodes, curated
movies, the ability to binge certain shows ahead of linear viewers, and other benefits. AMC Premiere was first launched to Comcast's Xfinity
TV customers in 2017 and has since expanded availability to YouTube TV and fuboTV subscribers, as well as making the upgrade available to
viewers on AMC owned and operated digital platforms.
AMC's current slate of programming has a range of popular and critically-lauded series including The Walking Dead, the highest-rated series in
cable history, Better Call Saul, Fear the Walking Dead, and NOS4A2. Upcoming series for AMC include anthology series Dispatches From
Elsewhere, created by and starring Jason Segel, along with The Walking Dead: World Beyond, a new third series in The Walking Dead Universe,
and the upcoming limited series, international co-production, Quiz. AMC is also home to original unscripted shows including Talking Dead and
Ride with Norman Reedus and has a year-round documentary series "AMC Visionaries," partnering with prolific artists to unveil the untold
stories and fascinating histories of pop culture genres from the masters themselves. The first four installments are Robert Kirkman's Secret
History of Comics, James Cameron's Story Of Science Fiction, Eli Roth’s History of Horror, and Hip Hop: The Songs That Shook America from
executive producers Ahmir “Questlove” Thompson and Tariq “Black Thought” Trotter.
AMC is in production on a new, yet-to-be titled original anthology drama created by Emmy-Award winning writers Will Bridges and Brett
Goldstein to premiere in 2020. The network also recently greenlit two new series, 61st Street, from BAFTA-winner Peter Moffat and executive
produced by Michael B. Jordan, and Kevin Can F**k Himself, from creator Valerie Armstrong and executive producers, Rashida Jones and Will
McCormack, as well as Craig DiGregorio. AMC and The Walking Dead Chief Content Officer Scott Gimple have continued developing projects
for The Walking Dead Universe, including the first in a series of AMC Studios Original Films, starring Andrew Lincoln, which continue the
story of Rick Grimes. As part of Gimple’s multi-year plan for The Walking Dead Universe, there are other projects currently in development,
including additional films, specials, series, digital content and more.
AMC's film library consists of films that are licensed under long-term contracts with major studios such as Twentieth Century Fox, Warner
Bros., Sony, MGM, NBC Universal, Paramount and Buena Vista. AMC generally structures its contracts for the exclusive cable television rights
to air the films during identified window periods.
WE tv reached approximately 78 million Nielsen subscribers and had distribution agreements with all major U.S. distributors as of December
31, 2019.
WE tv connects audiences with reality content that is authentic and relatable with compelling unscripted shows.
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WE tv is available across all platforms: on TV, online, on demand, and social media, embracing how today's digitally-savvy, socially-engaged
audiences connect through content, using it as a catalyst to drive conversation and build community.
Driven by unscripted originals, WE tv continues to grow its target audience, fueled by its popular slate of fresh and modern original series
including its popular franchises Love After Lockup, Growing Up Hip Hop, and Marriage Boot Camp: Reality Stars, as well as Thursday night
phenomenon Braxton Family Values, and cult favorite Bridezillas, which has helped to cement the network's position as the #1 U.S. cable
network for African-American women on Thursday and Friday nights. WE tv’s reality series include Love After Lockup as well as the spinoff
Love After Lockup: Life After Lockup, with both shows averaging more than a million viewers in Nielsen Live + 3 ratings.
Additionally, WE tv's programming includes series such as CSI: Miami and Law & Order as well as feature films, with certain exclusive license
rights from studios such as Paramount, MGM, Disney and Warner Bros.
A joint venture between AMC Networks and BBC Studios (the commercial arm of the BBC), BBC AMERICA reached approximately 77
million Nielsen subscribers and had distribution agreements with all major U.S. distributors as of December 31, 2019.
The network has attracted wide critical acclaim for its influential series, including its Peabody Award-winning original series Killing Eve.
Created by multi-award winner Phoebe Waller-Bridge (Fleabag), the series stars Sandra Oh, who won the Golden Globe and Critics' Choice
Award for Best Actress in a Drama Series for her role as Eve, and co-star, Jodie Comer, who won a BAFTA Award and Emmy Award for her
iconic portrayal of assassin Villanelle. Killing Eve finished its first season in 2018 with an unbroken record of weekly ratings growth in the key
adults 25-54 and 18-49 demos. For its second season in 2019, the series averaged nearly 2 million viewers per episode. Season three is slated to
return to BBC AMERICA in April 2020 and the series was recently renewed for a fourth season.
BBC AMERICA is the definitive home and co-producer of the most iconic natural history programming from the BBC, including Planet Earth
II, Blue Planet II, Dynasties, the Sir David Attenborough-narrated series Seven Worlds, One Planet, which marks the first time the story of
earth’s seven continents has been told in a single series, as well as the return of the Emmy® winning series Frozen Planet II and Planet Earth III
– all a part of the network’s new Saturday nature television destination, Wonderstruck, which transforms the network every Saturday into a 24-
hour destination for wildlife programming.
BBCA’s shows such as Doctor Who, Orphan Black, Luther and Broadchurch have attracted broad critical acclaim. Its unscripted slate includes
the iconic car show Top Gear, The Graham Norton Show and the world’s biggest darts championships. The network is currently in production
on an upcoming series, The Watch, based on Sir Terry Pratchett’s “Discworld” novels, which have sold more than 90 million books worldwide.
IFC reached approximately 71 million Nielsen subscribers and had distribution agreements with all major U.S. distributors as of December 31,
2019.
IFC is the home of offbeat, unexpected comedies that are in keeping with the network's "Always On Slightly Off" brand, which air alongside
fan-favorite movies and comedic cult TV shows.
Acclaimed series include the Emmy-nominated Documentary Now!, created by Seth Meyers, Bill Hader and Fred Armisen and executive
produced by Lorne Michaels; Brockmire, starring Hank Azaria and Amanda Peet; all-female sketch comedy series Baroness von Sketch Show;
the Critics' Choice Award-nominated Sherman’s Showcase, created by and starring Bashir Salahuddin and executive produced by John Legend’s
Get Lifted Film Co. and RadicalMedia, and which earned a 100% Certified Fresh rating on Rotten Tomatoes and inclusion on numerous ‘Best of
2019’ lists. Upcoming series include international co-production Year of the Rabbit, starring
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BAFTA winner Matt Berry. IFC is also the broadcast home of the Independent Spirit Awards, the first event to honor independent film
exclusively and an annual celebration of the spirited pioneers who bring a unique vision to filmmaking.
Additionally, through a minority ownership stake in Funny or Die, the two comedy brands created a night of short-form original comedy from a
host of up-and-coming Funny or Die talent called FODTV that currently airs Saturday nights on IFC. IFC's programming also includes films
from various film distributors, including Fox, Miramax, Sony, Lionsgate, Universal, Paramount and Warner Bros.
SundanceTV reached approximately 67 million Nielsen subscribers and had distribution agreements with all major U.S. distributors as of
December 31, 2019.
SundanceTV has remained true to founder Robert Redford’s mission to celebrate creativity and distinctive storytelling through unique voices
and narratives found in the best independent films since its launch in 1996. From delivering critically acclaimed Emmy®, Golden Globe® and
Peabody Award-winning television featuring some of the world’s most talented creators and performers, to showcasing some of the most
compelling and iconic films across genres and generations, SundanceTV is a smart and thought-provoking entertainment destination.
Working with today's most innovative talent, SundanceTV attracts viewer and critical acclaim for its original scripted programming and true-
crime documentaries, including the Peabody-award winning Rectify, Top of the Lake and second installment, Top of the Lake: China Girl,
directed by Oscar-winning Jane Campion and starring Elisabeth Moss and Nicole Kidman; fan favorite Hap and Leonard; Liar, starring Golden
Globe-winner and Emmy-nominated actress Joanne Froggatt (Downton Abbey); the Peabody and International Emmy-Award winning series
Deutschland 83; original drama The Split with a female-led cast and crew from BAFTA and Primetime Emmy Award®-winning writer Abi
Morgan and BAFTA-winning Executive Producer Jane Featherstone; and true-crime series, including Cold Blooded: The Clutter Family
Murders from Academy Award® winning documentarian Joe Berlinger; Jonestown: Terror in the Jungle from Executive Producers Leonardo
DiCaprio and Jennifer Davisson and Stephen David; as well as Ministry of Evil: The Twisted Cult of Tony Alamo from Emmy Award®-winners
Fenton Bailey, Randy Barbato, and Peacock Productions; and The Preppie Murder with Emmy® Award- winner Robert Friedman's Bungalow
Media + Entertainment and the original prosecutor in the case, Linda Fairstein.
SundanceTV’s critically acclaimed short-form series State of the Union, written by Academy Award-nominated and BAFTA-winning writer
Nick Hornby and directed by multi-award-winning film and TV director Stephen Frears. The series swept the 2019 Creative Arts Emmy Awards
Short Form category, winning Outstanding Series, as well as Outstanding Actor and Actress for Chris O’Dowd and Rosamund Pike.
AMC Studios is our in-house studio, production and distribution operation. AMC Studios launched in 2010 with its first series, The Walking
Dead, the highest-rated series in cable history.
Since then, AMC Studios has produced several critically acclaimed, award-winning and culturally distinctive originals for AMC, including
scripted series: Fear the Walking Dead, The Terror anthology, Lodge 49, NOS4A2, TURN: Washington's Spies; Halt and Catch Fire; Into the
Badlands; The Son; upcoming Dispatches From Elsewhere and the new anthology series from Will Bridges and Brett Goldstein, 61st Street, and
Kevin Can F**k Himself; as well as unscripted series: Ride with Norman Reedus, Robert Kirkman's Secret History of Comics, James Cameron's
Story Of Science Fiction, Eli Roth’s History of Horror, and Hip Hop: The Songs That Shook America.
The Studio also produced BBC AMERICA’s Dirk Gently and SundanceTV’s Peabody Award-winning Rectify, original series Hap and Leonard,
and unscripted series Cold Blooded: The Clutter Family Murders and The Preppy Murder: Death in Central Park.
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AMC Networks Broadcasting & Technology
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AMC Networks Broadcasting & Technology is a full-service network programming feed origination and distribution company, which primarily
services most of the national programming networks of the Company.
AMC Networks Broadcasting & Technology's operations are located in Bethpage, New York, where AMC Networks Broadcasting &
Technology consolidates origination and satellite communications functions in a 67,000 square-foot facility designed to keep AMC Networks at
the forefront of network origination and distribution technology. AMC Networks Broadcasting & Technology has 30 plus years of experience
across its network services groups, including network origination, affiliate engineering, network transmission, traffic and scheduling that
provide day-to-day delivery of any programming network, in high definition or standard definition.
International and Other
Our International and Other segment includes the operations of AMCNI, AMC Networks SVOD, IFC Films and Levity.
AMC Networks International
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AMCNI, the international division of the Company, delivers entertaining and acclaimed programming that reaches subscribers in more than 125
countries and territories around the world, through operational centers in London, Madrid, Budapest, Miami and Buenos Aires.
AMCNI consists of our premiere global brands, AMC and SundanceTV, as well as a portfolio of popular, locally recognized brands delivering
programming in a wide range of genres. Channels reaching different countries are programmed for local audiences, languages and markets.
AMCNI also operates a number of joint venture partnerships and managed channel services as well as direct to consumer services. A joint
venture with CBS Studios, delivers a portfolio of entertainment channels which is managed from London. A joint venture in Madrid with Hearst
delivers The History Channel Iberia and with NOS in Portugal delivers Canal Hollywood, Canal Panda and Biggs.
Highlights of the top four AMCNI locally recognized channels, in terms of subscribers, are detailed below:
Elgourmet is a Latin American family oriented culinary channel with broad appeal across all ages and socioeconomic classes.
The channel was launched over 20 years ago and has 200+ hours of original content featuring local and international talent.
Elgourmet has won the Martin Fierro Award 14 times (granted by the Association of Argentine Television and Radio Journalists) and has won
the Taste Award with Abuelita linda as best Latin American Series.
Our U.K. business operates a joint venture with CBS Studios delivering a portfolio of entertainment channels in the U.K. including CBS Reality,
CBS Europa, CBS Justice and Horror Channel.
CBS Reality is increasingly airing owned locally produced ‘true crime’ content aimed at women in the 50+ demographic. These documentary
style programs re-visit famous U.K. based crimes and investigate the psychology of a killer.
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Jim Jam is a pre-school kids channel aimed at 2-6 year-olds, focusing on education and teaching English.
Popular content includes Bob The Builder, Fireman Sam, Thomas and Friends and Chuggington.
Jim Jam reaches subscribers in over 60 EMEA countries.
Mas Chic is a lifestyle channel targeting Latin American women in the upper middle socioeconomic class.
Programming is divided into four thematic blocks: beauty, fashion, design and well-being.
The channel was named winner of the Taste Awards “Breakout fashionista of the year” with De Compras en Mexico.
AMC Networks SVOD
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We also own and operate four targeted SVOD services through our direct to consumer business. The four services are Acorn TV, Shudder,
Sundance Now, and Urban Movie Channel ("UMC"). These services are available in the United States, Canada, parts of Latin America and
Europe, Australia and New Zealand.
AMC Networks' four targeted SVOD services reached over 2 million paid subscribers as of December 31, 2019.
Acorn TV features high-quality British and International mysteries and dramas.
Shudder is dedicated to films in the horror, suspense and thriller genres.
Sundance Now features independent film, TV shows, documentaries, and original series.
UMC showcases quality urban programming including feature films, documentaries, original series, stand-up comedy and other exclusive
content for African-American and urban audiences.
In addition, we own a majority interest in Agatha Christie Ltd., a popular world-class franchise and control, co-produce, and either own or have
long-term distribution rights to a large library of content primarily consisting of British mysteries and dramas, independent feature films and
urban content. In addition to supporting our streaming services, we monetize our library through distribution operations across virtually all
available media platforms and is distributed in the United States, Canada, U.K. and Australia.
IFC Films, our independent film distribution business, is a leading distributor of high-quality, talent-driven independent films and operates three
distribution labels: IFC Films, Sundance Selects, and IFC Midnight, all of which distribute independent films across virtually all available media
platforms, including in theaters, on cable/satellite video on demand, cable network television, streaming/downloading to internet-connected
screens and DVDs. IFC Films has a film library consisting of more than 800 titles.
As part of its strategy to grow the marketplace for independent films, IFC Films also operates the IFC Center as well as several film festivals.
IFC Center is an independent movie theater located in the heart of New York City's Greenwich Village. DOC NYC, which is the largest non-
fiction film festival in the U.S., is an annual festival celebrating documentary storytelling in film, photography, prose and other media. Split
Screens festival is an annual event celebrating the art and cultural impact of television that takes place at the IFC Center.
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Notable recent releases include the acclaimed The Death of Stalin, with Steve Buscemi, which was awarded Best Screenplay by the prestigious
National Society of Film Critics. The film was also widely recognized in critics’ annual End-of-Year “Best of” lists, including The New York
Times, Indiewire, Vulture, The Washington Post and Buzzfeed. The Paul Dano-directed Wildlife, starring Carey Mulligan and Jake Gyllenhaal,
debuted in early 2018 at the Sundance Film Festival and went on to open the prestigious Critics’ Week at the Cannes Film Festival.
Other notable releases include The Clovehitch Killer (distributed under the IFC Midnight label), Ghost Stories, and Lars von Trier’s The House
That Jack Built.
In April 2018, we acquired a controlling interest in Levity, an entertainment company that owns and operates comedy venues and produces
original content for distribution on multiple platforms, including live, digital and linear television.
Levity is a leading player in live comedy with premium comedy venues in the U.S., including the legendary comedy brand, The Improv. Levity
also operates a talent management business and produces television content, including prime time specials with some of the biggest names in
comedy, including Trevor Noah, Tracy Morgan, Margaret Cho, Sebastian Maniscalco and Gad Elmaleh.
REGULATION
Our businesses are subject to and affected by regulations of U.S. federal, state and local government authorities, and our international operations are
subject to laws and regulations of the countries in which they operate, as well as international bodies, such as the European Union. The Federal
Communications Commission (the "FCC") regulates U.S. programming networks directly in some respects; other FCC regulations, although imposed on
cable television operators and satellite operators, affect programming networks indirectly. The rules, regulations, policies and procedures affecting our
businesses are constantly subject to change and increasingly, legislative and regulatory proposals seek to cover all sources of content, including the digital
platforms over which we offer content, which may affect our regulatory burdens in the future. The descriptions below are summary in nature and do not
purport to describe all present and proposed laws and regulations affecting our businesses.
Closed Captioning
Certain of our networks must provide closed-captioning of programming for the hearing impaired, and we must provide closed captioning on certain
video content that we offer on the Internet or through other Internet Protocol distribution methods.
CALM Act
FCC rules require multichannel video programming distributors to ensure that all commercials comply with specified volume standards, and our
distribution agreements generally require us to certify compliance with such standards.
Obscenity Restrictions
Cable operators and other multichannel video programming distributors are prohibited from transmitting obscene programming, and our distribution
agreements generally require us to refrain from including such programming on our networks.
Packaging Programming and Volume Discounts
The FCC from time to time examines whether to adopt rules restricting how programmers package and price their networks, or whether to impose other
restrictions on carriage agreements between programmers and multichannel video programming distributors. We do not currently require distributors to carry
more than one of our national programming networks in order to obtain the right to carry a particular national programming network. However, we generally
negotiate with a distributor for the carriage of all of our national networks concurrently, and we offer volume discounts to distributors who make our
programming available to larger numbers of subscribers or who carry more of our programming networks.
Some states also have sought to regulate the manner in which multichannel video programming distributors package and offer programming, including
Maine, which recently enacted a law purporting to require cable operators to offer all programs
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on an a la carte basis. While the Maine law has been enjoined while a lawsuit progresses, we generally do not allow our networks today to be offered by
distributors on an a la carte basis.
Effect of "Must-Carry" and "Retransmission Consent" Requirements
The FCC's implementation of the statutory "must-carry" obligations requires cable and DBS operators to give certain broadcasters preferential access to
channel space, and FCC "retransmission consent" rules allow broadcasters to require cable and DBS operators to carry broadcast-affiliated networks as a
condition of access to the local broadcast station and to charge substantial fees for both carriage of the local broadcast station and the broadcast-affiliated
networks. In contrast, programming networks, such as ours, have no guaranteed right of carriage on cable television or DBS systems. These carriage laws
may reduce the amount of channel space that is available for carriage of our networks by cable television systems and DBS operators, or the amount of
programming funds that cable and DBS operators have available for carriage of our networks.
Website Requirements
We maintain various websites that provide information regarding our businesses and offer content for sale. The operation of these websites may be
subject to a range of federal, state and local laws such as privacy, data security, accessibility, child safety and consumer protection regulations. For example,
most states have enacted laws that impose data security and security breach obligations, and new frameworks regulating consumer privacy have recently been
established at the state level and overseas, including the European Union's General Data Protection Regulation, or GDPR, which became effective in May
2018, and the California Consumer Privacy Act, or CCPA, which became effective January 1, 2020. The GDPR and the CCPA impose, among other things,
more stringent operational requirements for processors and controllers of personal data, including expanded disclosures about how personal information is to
be used, and increased liability for violations.
Other Regulation
The FCC also imposes rules that may impact us regarding a variety of issues such as advertising in children's television, and telemarketing.
Programming businesses are subject to regulation by the country in which they operate, as well as international bodies, such as the European Union. These
regulations may include restrictions on types of advertising that can be sold on our networks, programming content requirements, requirements to make
programming available on non-discriminatory terms, and local content quotas.
COMPETITION
Our programming networks operate in three highly competitive markets. First, our programming networks compete with other programming networks
and other types of programming services to obtain distribution on cable television systems and other multichannel video programming distribution systems,
and ultimately for viewing by each distributor's subscribers. Second, our programming networks compete with other programming networks and other
sources of video content, to secure desired entertainment programming. Third, our programming networks compete with other sellers of advertising time and
space, including other cable programming networks, radio, newspapers, outdoor media and, increasingly, internet sites. The success of our businesses depends
on our ability to license and produce content for our programming networks that is adequate in quantity and quality and will generate satisfactory viewer
ratings. In each of these cases, some of our competitors are large publicly held companies that have greater financial resources than we do.
Distribution of Programming Networks
The business of distributing programming networks to cable television systems and other multichannel video programming distributors and licensing of
original programming for distribution is highly competitive. Our programming networks face competition from other programming networks for carriage by a
particular multichannel video programming distributor, and for the carriage on the service tier that will attract the most subscribers. Once our programming
network is selected by a distributor for carriage, that network competes for viewers not only with the other programming networks available on the
distributor's system, but also with over-the-air broadcast television, Internet-based video and other online services, mobile services, radio, print media, motion
picture theaters, DVDs, and other sources of information and entertainment.
Important to our success in each area of competition we face are the prices we charge for our programming networks, the quantity, quality and variety of
the programming offered on our networks, and the effectiveness of our networks' marketing efforts. The competition for viewers among advertiser supported
networks is directly correlated with the competition for advertising revenues with each of our competitors.
Our ability to successfully compete with other networks may be hampered because the cable television systems or other multichannel video
programming distributors through which we seek distribution may be affiliated with other programming networks. In addition, because such distributors may
have a substantial number of subscribers, the ability of such programming networks to obtain distribution on the systems of affiliated distributors may lead to
increased distribution and advertising revenue for such programming networks because of their increased penetration compared to our programming
networks. Even
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if such affiliated distributors carry our programming networks, such distributors may place their affiliated programming network on a more desirable tier,
thereby giving the affiliated programming network a competitive advantage over our own.
New or existing programming networks that are affiliated with broadcasting networks like ABC, CBS, Fox or NBC may also have a competitive
advantage over our programming networks in obtaining distribution through the "bundling" of agreements to carry those programming networks with
agreements giving the distributor the right to carry a broadcast station affiliated with the broadcasting network.
Part of our strategy involves exploiting identified segments of the cable television viewing audience that are generally well defined and limited in size.
Our networks have faced and will continue to face increasing competition as other programming networks and online or other services seek to serve the same
or similar niches.
We also seek to increase our content licensing revenues by expanding the opportunities for licensing our programming through other media platforms
and we compete with other programming companies in this market based on the desirability of our programming.
Sources of Programming
We also compete with other programming networks and other distributors including digital distribution platforms to secure desired programming. Most
of our original programming and all of our acquired programming is obtained through agreements with other parties that have produced or own the rights to
such programming. Competition for this programming will increase as the number of programming networks and other distributors increases. Other
programming networks that are affiliated with programming sources such as movie or television studios or film libraries may have a competitive advantage
over us in this area.
With respect to the acquisition of entertainment programming, such as syndicated programs and movies that are not produced by or specifically for
networks, our competitors include national broadcast television networks, local broadcast television stations, other cable programming networks, Internet-
based video content distributors, and video-on-demand programs. Some of these competitors have exclusive contracts with motion picture studios or
independent motion picture distributors or own film libraries.
Competition for Advertising Revenue
Our programming networks must compete with other sellers of advertising time and space, including other multichannel video programming
distributors, radio, newspapers, outdoor media and increasing shifts in spending toward online and mobile offerings from more traditional media. We compete
for advertisers on the basis of rates we charge and also on the number and demographic nature of viewers who watch our programming. Advertisers will often
seek to target their advertising content to those demographic categories they consider most likely to purchase the product or service they advertise.
Accordingly, the demographic make-up of our viewership can be equally or more important than the number of viewers watching our programming.
EMPLOYEES
As of December 31, 2019 we had 2,114 full-time employees and 948 part-time employees. In addition, for certain of our productions, the Company,
through in-house and third party production service companies, engages the services of writers, directors, actors and various crew members who are subject to
certain specially negotiated collective bargaining agreements. Since these agreements are generally entered into on a per-project basis, negotiations occur on
various agreements throughout the year. We believe that our relations with the labor unions and our employees are generally good.
AVAILABLE INFORMATION
Our corporate website is http://www.amcnetworks.com and the investor relations section of our website is located at http://investor.amcnetworks.com.
We make available, free of charge through the investor relations section of our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q and
current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
well as our proxy statements, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange
Commission ("SEC"). References to our website in this Annual Report on Form 10-K (this "Annual Report") are provided as a convenience and the
information contained on, or available through, the website is not part of this or any other report we file with or furnish to the SEC.
Item 1A. Risk Factors.
A wide range of risks may affect our business, financial condition and results of operations, now and in the future. We consider the risks described
below to be the most significant. There may be other currently unknown or unpredictable economic, business, competitive, regulatory or other factors that
could have material adverse effects on our future results.
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Risks Relating to Our Business
Our business depends on the appeal of our programming to our U.S. and international viewers and our distributors, which may be unpredictable
and volatile.
Our business depends, in part, upon viewer preferences and audience acceptance in the United States and internationally of the programming on our
networks. These factors are often unpredictable and volatile, and subject to influences that are beyond our control, such as the quality and appeal of
competing programming, general economic conditions and the availability of other entertainment activities. We may not be able to anticipate and react
effectively to shifts in viewer preferences and/or interests in our markets. A change in viewer preferences has caused, and could in the future continue to
cause, the audience for certain of our programming to decline, which has resulted in, and could in the future continue to result in, a reduction of advertising
revenues and jeopardize our bargaining position with distributors. In addition, certain of our competitors may have more flexible programming arrangements,
as well as greater amounts of available content, distribution and capital resources, and may react more quickly than we might to shifts in tastes and interests.
To an increasing extent, the success of our business depends on original programming, and our ability to accurately predict how audiences will respond
to our original programming is particularly important. Because original programming often involves a greater degree of commitment on our part, as compared
to acquired programming that we license from third parties, and because our network branding strategies depend significantly on a relatively small number of
original programs such as The Walking Dead, a failure to anticipate viewer preferences for such programs could be especially detrimental to our business. We
periodically review the programming usefulness of our program rights based on a series of factors, including ratings, type and quality of program material,
standards and practices, and fitness for exhibition. We have incurred write-offs of programming rights in the past, and may incur future programming rights
write-offs if it is determined that program rights have limited, or no, future usefulness.
In addition, feature films constitute a significant portion of the programming on our AMC, IFC and SundanceTV programming networks. In general, the
popularity of feature-film content on linear television is declining, due in part to the broad availability of such content through an increasing number of
distribution platforms. If the popularity of feature-film programming further declines, we may lose viewership, which could increase our costs.
If our programming does not gain the level of audience acceptance we expect, or if we are unable to maintain the popularity of our programming, our
ratings may suffer, which will negatively affect advertising revenues, and we may have a diminished bargaining position with distributors, which could reduce
our distribution revenues. Ratings for The Walking Dead have declined in recent years, which has had a negative effect on our advertising revenues and our
financial results. We cannot assure you that we will be able to maintain the success of any of our current programming or generate sufficient demand and
market acceptance for our new programming.
The failure to develop popular new programming to replace programming that is older or ending can have adverse impacts on our business and results
of operations.
Changes in the operating environment of multichannel distributors, including declines in the number of subscribers, could have a material negative
effect on our business and results of operations.
Our business derives a substantial portion of its revenues and income from cable television providers and other multichannel video programming
distributors. The U.S. television industry is continuing to evolve rapidly, with developments in technology leading to new methods for the distribution of
video content and changes in when, where and how audiences consume video content. These changes pose risks to the traditional U.S. television industry,
including (i) the disruption of the traditional television content distribution model by subscription streaming services and virtual multichannel video
programming services, which are increasing in number and some of which have a significant and growing subscriber base, and (ii) the disruption of the
advertising supported television model resulting from increased video consumption through subscription streaming services and virtual multichannel video
programing services with no advertising or less advertising than on television networks, and time shifted viewing of television programming. In part as a
result of these changes, over the past few years, the number of subscribers to traditional multichannel video programming distributors in the United States has
declined and the U.S. television industry has experienced declines in ratings for programming, which has negatively affected subscription and advertising
revenues. Developments in technology and new content delivery products and services have also led to an increasing amount of video content, as well as
changes in consumers' expectations regarding the availability of video content, their willingness to pay for access to or ownership of such content, their
perception of what quality entertainment is and their tolerance for commercial interruptions. We are engaged in efforts to respond to and mitigate the risks
from these changes, but the success of some of these initiatives depends in part on the cooperation of measurement companies, advertisers and affiliates and,
therefore, is not within our control. We may incur significant costs to implement our strategy and initiatives, and if they are not successful, our competitive
position, businesses and results of operations could be adversely affected.
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Our programming networks' success depends upon the availability of programming that is adequate in quantity and quality, and we may be unable
to secure or maintain such programming.
Our programming networks' success depends upon the availability of quality programming, particularly original programming and films, that is suitable
for our target markets. While we produce certain of our original programming through our studio operations, we obtain most of the programming on our
networks (including original programming, films and other acquired programming) through agreements with third parties that have produced or control the
rights to such programming. These agreements expire at varying times and may be terminated by the other parties if we are not in compliance with their
terms.
Competition for programming has increased as the number of programming networks has increased. Other programming networks that are affiliated
with programming sources such as movie or television studios or film libraries may have a competitive advantage over us in this area. In addition to other
cable programming networks, we also compete for programming with national broadcast television networks, local broadcast television stations, video on
demand services and subscription video on demand services, such as Netflix, Hulu and Amazon Prime. Some of these competitors have exclusive contracts
with motion picture studios or independent motion picture distributors or own film libraries.
We cannot assure you that we will ultimately be successful in producing or obtaining the quality programming our networks need to be successful.
Increased programming costs may adversely affect our profits.
We produce a significant amount of original programming and other content and continue to invest in this area, the costs of which are significant. We
also acquire programming and television series, as well as a variety of digital content and other ancillary rights from other companies, and we pay license
fees, royalties or contingent compensation in connection with these acquired rights. Our investments in original and acquired programming are significant and
involve complex negotiations with numerous third parties. These costs may not be recouped when the content is broadcast or distributed and higher costs may
lead to decreased profitability or potential write-downs. Increased competition from additional entrants into the market for development and production of
original programming, such as Apple, Netflix, Amazon Prime and Hulu, may increase our programming content costs.
We incur costs for the creative talent, including actors, writers and producers, who create our original programming. Some of our original programming
has achieved significant popularity and critical acclaim, which has increased and could continue to increase the costs of such programming in the future. In
addition, from time to time we have disputes with writers, producers and other creative talent over the amount of royalty and other payments (See Item 3. –
Legal Proceedings for additional information). We believe that disputes of this type are endemic to our business and similar disputes may arise from time to
time in the future. An increase in the costs of programming may lead to decreased profitability or otherwise adversely affect our business.
Original programming requires substantial financial commitment. In some cases, the financial commitment may be partially offset by foreign, state or
local tax incentives. However, there is a risk that the tax incentives will not remain available for the duration of a series. If tax incentives are no longer
available, reduced substantially, or cannot be utilized, we may incur higher costs in order to complete the production or produce additional seasons. If we are
unable to produce original programming content on a cost effective basis our business, financial condition and results of operations may be materially
adversely affected.
Theft of our content, including digital copyright theft and other unauthorized exhibitions of our content, may decrease revenue received from our
programming and adversely affect our businesses and profitability.
The success of our businesses depends in part on our ability to maintain and monetize our intellectual property rights to our entertainment content. We
are fundamentally a content company and theft of our brands, programming, digital content and other intellectual property has the potential to significantly
affect us and the value of our content. Copyright theft is particularly prevalent in many parts of the world that lack effective copyright and technical protective
measures similar to those existing in the United States or that lack effective enforcement of such measures, including some of the jurisdictions in which we
operate. The interpretation of copyright, privacy and other laws as applied to our content, and piracy detection and enforcement efforts, remain in flux. The
failure to strengthen, or the weakening of, existing intellectual property laws could make it more difficult for us to adequately protect our intellectual property
and negatively affect its value and our results of operations.
Content theft has been made easier by the wide availability of higher bandwidth and reduced storage costs, as well as tools that undermine security
features such as encryption and the ability of pirates to cloak their identities online. In addition, we and our numerous production and distribution partners
operate various technology systems in connection with the production and distribution of our programming, and intentional, or unintentional, acts could result
in unauthorized access to our content, a disruption of our services, or improper disclosure of confidential information. The increasing use of digital formats
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technologies heightens this risk. Unauthorized access to our content could result in the premature release of our programming, which may have a significant
adverse effect on the value of the affected programming.
Copyright theft has an adverse effect on our business because it reduces the revenue that we are able to receive from the legitimate sale and distribution
of our content, undermines lawful distribution channels and inhibits our ability to recoup or profit from the costs incurred to create such content. A change in
the laws of one jurisdiction may also have an impact on our ability to protect our intellectual property rights across other jurisdictions. In addition, many parts
of the world where piracy is prevalent lack effective copyright and other legal protections or enforcement measures. Efforts to prevent the unauthorized
distribution, performance and copying of our content may affect our profitability and may not be successful in preventing harm to our business.
Litigation may be necessary to enforce our intellectual property rights, protect trade secrets or to determine the validity and scope of proprietary rights
claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical
resources, any of which could adversely affect our business, financial condition and results of operations. Our failure to protect our intellectual property
rights, particularly our brand, in a meaningful manner or challenges to related contractual rights could result in erosion of our brand and limit our ability to
control marketing of our networks, which could have a materially adverse effect on our business, financial condition and results of operations.
Because a limited number of distributors account for a large portion of our business, failure to renew our programming networks' distribution
agreements, renewal on less favorable terms, or the termination of those agreements, both in the United States and internationally, could have a
material adverse effect on our business.
Our programming networks depend upon agreements with a limited number of cable television system operators and other multichannel video
programming distributors. The loss of any significant distributor could have a material adverse effect on our consolidated results of operations.
Currently our programming networks have distribution agreements with staggered expiration dates through 2026. Failure to renew distribution
agreements, or renewal on less favorable terms (including with respect to price, packaging, positioning and other marketing opportunities), or the termination
of distribution agreements could have a material adverse effect on our results of operations. A reduced distribution of our programming networks would
adversely affect our distribution revenues, and impact our ability to sell advertising or the rates we charge for such advertising. Even if distribution
agreements are renewed, there is no assurance that the renewal rates will equal or exceed the rates that we currently charge these distributors.
In addition, we have, in some instances, made upfront payments to distributors in exchange for additional subscribers or have agreed to waive or accept
lower subscription fees if certain numbers of additional subscribers are provided. We also may help fund our distributors' efforts to market our programming
networks or we may permit distributors to offer promotional periods without payment of subscriber fees. As we continue our efforts to add viewing
subscribers, our net revenues may be negatively affected by these deferred carriage fee arrangements, discounted subscriber fees or other payments.
Consolidation among cable, satellite and telecommunications service providers has had, and could continue to have, an adverse effect on our
revenue and profitability.
Consolidation among cable and satellite distributors and telecommunications service providers has given the largest operators considerable leverage and
market power in their relationships with programmers. We currently have agreements in place with the major U.S. cable and satellite operators and
telecommunications service providers and this consolidation has affected, and could continue to affect, our ability to maximize the value of our content
through those distributors. In addition, many of the countries and territories in which we distribute our networks also have a small number of dominant
distributors.
In connection with consolidation in the industry, in some cases, if a distributor is acquired, the agreement of the acquiring distributor will govern
following the acquisition. In those circumstances, the acquisition of a distributor that is party to one or more distribution agreements with our programming
networks on terms that are more favorable to us could adversely impact our financial condition and results of operations. Continued consolidation within the
industry could reduce the number of distributors that carry our programming and further increase the negotiating leverage of the cable and satellite television
system operators, which could have an adverse effect on our financial condition or results of operations.
We are subject to intense competition, which may have a negative effect on our profitability or on our ability to expand our business.
The programming industry is highly competitive. Our programming networks compete with other programming networks and other types of video
programming services for marketing and distribution by cable and other multichannel video programming distribution systems and ultimately for viewing by
their subscribers. We compete with other providers of programming networks for the right to be carried by a particular cable or other multichannel video
programming distribution system and for the right to be carried by such system on a particular "tier" of service. The increasing offerings by virtual
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multichannel video programming distributors through alternative distribution methods creates competition for carriage on those platforms. Our programming
networks compete with other programming networks and other sources of video content to secure desired entertainment programming.
Competition for content, audiences and advertising is intense and comes from broadcast television, other cable networks, distributors, including
subscription streaming services and virtual multichannel video programming services, social media content distributors, and other entertainment outlets and
platforms, as well as from search, social networks, program guides and "second screen" applications.
Increased competition from additional entrants into the market for development and production of original programming, such as Apple, Facebook,
YouTube, Netflix, Amazon Prime and Hulu, increases our content costs as creating competing high quality, original content requires significant investment. In
addition, as competition with these entrants for the creation and acquisition of quality programming continues to escalate, the complexity of negotiations over
acquired rights to the content and the value of the rights we acquire or retain may increase, leading to increased acquisition costs, and our ability to
successfully acquire content of the highest quality may face greater uncertainty.
Our ability to compete successfully depends on a number of factors, including our ability to create or acquire high quality and popular programs, adapt
to new technologies and distribution platforms, and achieve widespread distribution for our content. More content consumption options increase competition
for viewers as well as for programming and creative talent, which can decrease our audience ratings, and therefore potentially our advertising revenues.
Certain programming networks affiliated with broadcast networks like ABC, CBS, Fox or NBC or other key free-to-air programming networks in
countries where our networks are distributed may have a competitive advantage over our programming networks in obtaining distribution through the
"bundling" of carriage agreements for such programming networks with a distributor's right to carry the affiliated broadcasting network. In addition, our
ability to compete with certain programming networks for distribution may be hampered because the cable television or other multichannel video
programming distributors through which we seek distribution may be affiliated with these programming networks. Because such distributors may have a
substantial number of subscribers, the ability of such programming networks to obtain distribution on the systems of affiliated distributors may lead to
increased distribution and advertising revenue for such programming networks because of their increased penetration compared to our programming
networks. Even if the affiliated distributors carry our programming networks, they may place their affiliated programming network on a more desirable tier,
thereby giving their affiliated programming network a competitive advantage over our own. Our competitors could also have preferential access to important
technologies, customer data or other competitive information. There can be no assurance that we will be able to compete successfully in the future against
existing or potential competitors, or that competition will not have a material adverse effect on our business, financial condition or results of operations.
In addition, our competitors include market participants with interests in multiple media businesses that are often vertically integrated, whereas
our businesses generally rely on distribution relationships with third parties. As more cable and satellite operators, Internet service providers, subscription
streaming services, other content distributors, aggregators and search providers create or acquire their own content, they may have significant competitive
advantages, which could adversely affect our ability to negotiate favorable terms and distribution or otherwise compete effectively in the delivery
marketplace. Our competitors could also have preferential access to important technologies, customer data or other competitive information.
There can be no assurance that we will be able to compete successfully in the future against existing or new competitors, or that competition will not
have a material adverse effect on our business, financial condition or results of operations.
We may not be able to adapt to new content distribution platforms and to changes in consumer behavior resulting from these new technologies,
which may adversely affect our business.
We must successfully adapt to technological advances in our industry, including alternative distribution platforms. Our ability to exploit new distribution
platforms and viewing technologies will affect our ability to maintain or grow our business. New forms of content distribution may provide different
economic models and compete with current distribution methods in ways that are not entirely predictable. Such competition has reduced and could continue
to reduce demand for our traditional television offerings or for the offerings of digital platforms and, in turn, reduce our revenue from these sources.
Accordingly, we must adapt to changing consumer behavior driven by advances such as virtual multichannel video programming distributors, video on
demand, subscription video on demand, including services such as Netflix, Hulu, Apple TV, Google TV and Amazon Prime and mobile devices. Gaming and
other consoles such as Microsoft's Xbox and Roku are establishing themselves as alternative providers of video services. Such changes may impact the
revenues we are able to generate from our traditional distribution methods, either by decreasing the viewership of our programming networks on cable and
other multichannel video programming distribution systems which are almost entirely directed at television video delivery or by making advertising on our
programming networks less valuable to advertisers. If we fail to adapt our distribution methods and content to new technologies, our appeal to our targeted
audiences might decline and there could be a negative effect on our business. In addition, advertising revenues could be significantly impacted by new
technologies, since advertising sales are dependent on
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audience measurement provided by third parties, and the results of audience measurement techniques can vary independent of the size of the audience for a
variety of reasons, including difficulties related to the employed statistical sampling methods, new distribution platforms and viewing technologies, and the
shifting of the marketplace to the use of measurement of different viewer behaviors, such as delayed viewing. Moreover, devices that allow users to fast
forward or skip programming, including commercials, are causing changes in consumer behavior that may affect the desirability of our programming services
to advertisers.
Our efforts to attract and retain SVOD subscribers may not be successful, which may adversely affect our business
Our ability to continue to attract subscribers will depend in part on our ability to consistently provide compelling content choices, effectively market our
SVOD services, as well as provide a quality experience for subscribers. Furthermore, the relative service levels, content offerings, pricing and related features
of competitors to our service may adversely impact our ability to attract and retain subscribers. We must continually add new subscriptions both to replace
canceled subscriptions and to grow our SVOD services beyond our current subscription base. While we permit multiple users within the same household to
share a single account for noncommercial purposes, if account sharing is abused, our ability to add new subscribers may be hindered and our results of
operations may be adversely impacted. If we do not grow as expected, given, in particular, that our content costs are largely fixed in nature and contracted
over several years, we may not be able to adjust our expenditures or increase our (per subscription) revenues commensurate with the lowered growth rate such
that our margins, liquidity and results of operation may be adversely impacted. If we are unable to successfully compete with current and new competitors in
both retaining our existing subscriptions and attracting new subscriptions, our SVOD services will be adversely affected. Further, if excessive numbers of
subscribers cancel our services, we may be required to incur significantly higher marketing expenditures than we currently anticipate to replace these
subscribers with new subscribers.
Advertising market conditions in specific markets could cause our revenues and operating results to decline significantly in any given period.
We derive substantial revenues from the sale of advertising on a variety of platforms, and a decline in advertising expenditures could have a significant
adverse effect on our revenues and operating results in any given period. The strength of the advertising market can fluctuate in response to the economic
prospects of specific advertisers or industries, advertisers' current spending priorities and the economy in general, and this may adversely affect the growth
rate of our advertising revenues.
In addition, the pricing and volume of advertising may be affected by shifts in spending toward online and mobile offerings from more traditional
media, or toward new ways of purchasing advertising, such as through automated purchasing, dynamic advertising insertion, third parties selling local
advertising spots and advertising exchanges, some or all of which may not be as advantageous to us as current advertising methods. The increasing number of
entertainment choices available to consumers has intensified audience fragmentation and reduced the viewing of content through traditional and virtual
multichannel video programming providers, which has caused, and may continue to cause, audience ratings declines for our programming networks and may
adversely affect the pricing and volume of advertising
Advertising sales are dependent on audience measurement, and the results of audience measurement techniques can vary independent of the size of the
audience for a variety of reasons, including variations in the employed statistical sampling methods. While Nielsen's statistical sampling method is the
primary measurement technique used in our television advertising sales, we measure and monetize our campaign reach and frequency on and across digital
platforms based on other third-party data using a variety of methods including the number of impressions served and demographics. In addition, multi-
platform campaign verification is in its infancy, and viewership on tablets and smartphones, which is growing rapidly, is presently not measured by any one
consistently applied method. These variations and changes could have a significant effect on advertising revenues.
General Risks
We face risks from doing business internationally.
We have operations through which we distribute programming outside the United States. As a result, our business is subject to certain risks inherent in
international business, many of which are beyond our control. These risks include:
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laws and policies affecting trade and taxes, including laws and policies relating to the repatriation of funds and withholding taxes, and changes in
these laws;
changes in local regulatory requirements, including restrictions on content, imposition of local content quotas and restrictions on foreign ownership;
exchange controls, tariffs and other trade barriers;
• differing degrees of protection for intellectual property and varying attitudes towards the piracy of intellectual property;
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foreign privacy and data protection laws and regulations, as well as data localization requirements, and changes in these laws and requirements;
the instability of foreign economies and governments;
• war and acts of terrorism; and
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anti-corruption laws and regulations such as the Foreign Corrupt Practices Act and the U.K. Bribery Act that impose stringent requirements on how
we conduct our foreign operations and changes in these laws and regulations.
Events or developments related to the risks described above as well as other risks associated with international trade could adversely affect our revenues
from non-U.S. sources, which could have a material adverse effect on our business, financial condition, operating results, liquidity and prospects.
Economic problems in the United States or in other parts of the world could adversely affect our results of operations.
Our business is affected by prevailing economic and financial conditions in the United States and other countries. We derive substantial revenues from
advertisers, and these expenditures are sensitive to general economic conditions and consumer buying patterns. Financial instability or a general decline in
economic conditions, including as a result of disruptions to financial markets, inflation, recession, high unemployment or geopolitical events in the United
States and other countries where our networks are distributed could adversely affect advertising rates and volume, which may result in a decrease in our
advertising revenues.
Decreases in consumer discretionary spending in the U.S and other countries where our networks are distributed may affect cable television and other
video service subscriptions, in particular with respect to digital service tiers on which certain of our programming networks are carried. This could lead to a
decrease in the number of subscribers receiving our programming from multichannel video programming distributors, which could, in turn, have a negative
impact on our viewing subscribers and subscription fee revenues. Similarly, a decrease in viewing subscribers could have a negative impact on the number of
viewers actually watching the programs on our programming networks, thereby impacting the rates we are able to charge advertisers.
Economic conditions affect a number of aspects of our businesses worldwide and impact the businesses of advertisers on our networks. Adverse
economic conditions could result in advertisers reducing their spending on advertising and could also negatively affect the ability of those with whom we do
business to satisfy their obligations to us. The worsening of current global economic conditions could adversely affect our business, financial condition or
results of operations, and worsening of economic conditions in certain specific parts of the world could impact the expansion and success of our businesses in
such areas. Furthermore, some foreign markets in which we operate may be more adversely affected by worsening economic conditions than the United
States or other countries.
Fluctuations in foreign exchange rates could have an adverse effect on our results of operations.
We have significant operations in a number of foreign jurisdictions and certain of our operations are conducted in foreign currencies. The value of these
currencies fluctuates relative to the U.S. dollar. As a result, we are exposed to exchange rate fluctuations, which have had, and may in the future have, an
adverse effect on our results of operations in a given period.
Specifically, we are exposed to foreign currency exchange rate risk to the extent that we enter into transactions denominated in currencies other than
ours or our subsidiaries' respective functional currencies, such as trade receivables, programming contracts, notes payable and notes receivable (including
intercompany amounts) that are denominated in a currency other than the applicable functional currency. Changes in exchange rates with respect to amounts
recorded in our consolidated balance sheets related to these items will result in unrealized or realized (based upon period-end exchange rates) foreign
currency transaction gains or losses upon settlement of the transactions. Moreover, to the extent that our revenue, costs and expenses are denominated in
currencies other than our or our subsidiaries' respective functional currencies, we will experience fluctuations in our revenue, costs and expenses solely as a
result of changes in foreign currency exchange rates.
We also are exposed to unfavorable and potentially volatile fluctuations of the U.S. dollar (our reporting currency) against the currencies of our non-
U.S. dollar functional currency operating subsidiaries when their respective financial statements are translated into U.S. dollars for inclusion in our
consolidated financial statements. Cumulative translation adjustments are recorded in accumulated other comprehensive income (loss) as a separate
component of equity. Any increase (decrease) in the value of the U.S. dollar against any foreign currency that is the functional currency of one of our
operating subsidiaries will cause us to experience unrealized foreign currency translation losses (gains) with respect to amounts already invested in such
foreign currencies. Accordingly, we may experience a negative impact on our comprehensive income (loss) and equity with respect to our holdings solely as a
result of foreign currency translation. Our primary exposure to foreign currency risk from a foreign currency translation perspective is to the euro, British
pound and, to a lesser extent, other local currencies in Europe. We generally do not hedge against the risk that we may incur non-cash losses upon the
translation of the financial statements of our non-U.S. dollar functional currency operating subsidiaries and affiliates into U.S. dollars.
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Our business is limited by United States regulatory constraints which may adversely impact our operations.
Although most aspects of our business generally are not directly regulated by the FCC, there are certain FCC regulations that govern our business either
directly or indirectly. See Item 1, "Business—Regulation" in this Annual Report. Furthermore, to the extent that regulations and laws, either presently in force
or proposed, hinder or stimulate the growth of the cable television, satellite or other multichannel video programming distributors, our business could be
affected.
The United States Congress and the FCC currently have under consideration, and may in the future adopt, new laws, regulations and policies regarding
a wide variety of matters that could, directly or indirectly, affect our operations.
The regulation of cable television services, satellite carriers, and other video programming distributors is subject to the political process and has been in
constant flux over the past two decades. Further changes in the law and regulatory requirements, including material ones, may be proposed or adopted in the
future. We cannot assure you that our business will not be adversely affected by future legislation, new regulation or deregulation.
Our businesses are subject to risks of adverse regulation by foreign governments.
Programming businesses are subject to the regulations of the countries in which they operate as well as international bodies, such as the European
Union ("E.U."). These regulations may include restrictions on the types of advertisements that can be sold on our networks, programming content
requirements, requirements to make programming available on non-discriminatory terms, local levies or taxes applied to our networks and local content
quotas. Consequently, our businesses must adapt their ownership and organizational structures as well as their pricing and service offerings to satisfy the rules
and regulations to which they are subject. A failure to comply with applicable rules and regulations could result in penalties, restrictions on our business or
loss of required licenses or other adverse conditions.
Proposed or new legislation and regulations could also significantly affect our business. For example, the E.U. has adopted GDPR, which expands the
regulation of personal data processing throughout the E.U. and significantly increases penalties for non-compliance. Complying with these laws and
regulations could be costly, require us to change our business practices, or limit or restrict aspects of our business in a manner adverse to our business
operations. In particular, data privacy laws may require monitoring of, and changes to, our practices related to the collection, use, disclosure and storage of
personal information. Many of these laws and regulations continue to evolve, and sometimes conflict among the countries in which we operate, and
substantial uncertainty surrounds their scope and application. Our failure to comply with these law and regulations could result in exposure to enforcement
actions by foreign governments, as well as significant negative publicity and reputational damage.
Adverse changes in rules and regulations could have a significant adverse impact on our profitability.
As a company that has operations in the United Kingdom, the United Kingdom's withdrawal from the E.U., commonly known as "Brexit," could
have an adverse impact on our business, results of operations and financial position.
On January 31 2020, the U.K. withdrew from the E.U., though the relationship between the U.K. and the E.U. beyond that date remains uncertain.
Following the withdrawal, the U.K. and the E.U. have entered into an ongoing transition period to provide time for them to negotiate the details of their future
relationship, during which time E.U. rules will continue to apply to the U.K. The transition period is currently expected to end on December 31, 2020, and, if
no agreement is reached, the default scenario would be a "no deal" Brexit. In that event, the U.K. would leave the E.U. with no agreements in place other than
any temporary agreements with the E.U. or individual E.U. member states. Accordingly, there continues to be uncertainty with respect to the process
surrounding Brexit, the outcome of the ongoing Brexit negotiations and the future economic relationship between the U.K. and the rest of the world
(including the E.U.). Brexit has affected, and may continue to impact, the markets we serve, which could cause us to lose subscribers, distributors and
employees, as well as have a detrimental impact on the U.K. television advertising market and our U.K. revenue from advertising sales. If the U.K. loses
access to the single E.U. market and the global trade deals negotiated by the E.U., there could be a detrimental impact on our U.K. business. Such a decline
could also make our doing business in Europe more difficult, which could delay and reduce the scope of our distribution and licensing agreements. Without
access to the single E.U. market, it may be more challenging and costly to obtain intellectual property rights for our content within the U.K. or distribute our
services in Europe. In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which
E.U. laws to replace or replicate. If there are changes to U.K. immigration policy as a result of Brexit, this could affect the ability of our U.K. business to
recruit the employees it requires.
We face continually evolving cybersecurity risks, which could result in the disclosure, theft or destruction of confidential information, disruption of
our programming, damage to our brands and reputation, legal exposure and financial losses.
We maintain information, including confidential and proprietary information regarding our content, distributors, advertisers, viewers and employees, in
digital form as necessary to conduct our business. We also rely on third-party vendors to
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provide certain services in connection with the storage, processing and transmission of digital information. Data maintained in digital form is subject to the
risk of cybersecurity attacks, tampering and theft. We develop and maintain systems to monitor and prevent this from occurring, but the development and
maintenance of these systems is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures
become more sophisticated. Despite our efforts, the risks of a data breach cannot be entirely eliminated and our third-party vendors' information technology
and other systems that maintain and transmit consumer, distributor, advertiser, Company, employee and other confidential information may be compromised
by a malicious penetration of our network security, or that of a third party provider due to employee error, computer malware or ransomware, viruses, hacking
and phishing attacks, or otherwise. Additionally, outside parties may attempt to fraudulently induce employees or users to disclose sensitive or confidential
information in order to gain access to data. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change
frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative
measures. If our or our third-party providers' data systems are compromised, our ability to conduct our business may be impaired, we may lose profitable
opportunities or the value of those opportunities may be diminished and, as described above, we may lose revenue as a result of unlicensed use of our
intellectual property. Further, a penetration of our or our third-party providers' network security or other misappropriation or misuse of personal consumer or
employee information could subject us to business, regulatory, litigation and reputation risk, which could have a negative effect on our business, financial
condition and results of operations.
If our technology facilities fail or their operations are disrupted, or if we lose access to third party satellites, our performance could be hindered.
Our programming is transmitted using technology facilities at certain of our subsidiaries. These technology facilities are used for a variety of purposes,
including signal processing, program editing, promotions, creation of programming segments to fill short gaps between featured programs, quality control,
and live and recorded playback. These facilities are subject to interruption from fire, lightning, adverse weather conditions and other natural causes.
Equipment failure, employee misconduct or outside interference could also disrupt the facilities' services. We maintain a full time disaster recovery site in
Chandler, Arizona, which is capable of providing simultaneous playout of AMC and evergreen programming for SundanceTV, IFC and WE tv in the event of
a disruption of operations at our main facility in Bethpage, NY. In the event of a catastrophic failure of the Bethpage facility, the disaster recovery site can be
operational within one to two hours. Evergreen programming would be replaced with scheduled programming within 12-24 hours for SundanceTV, IFC and
WE tv.
In addition, we rely on third-party satellites in order to transmit our programming signals to our distributors. As with all satellites, there is a risk that the
satellites we use will be damaged as a result of natural or man-made causes, or will otherwise fail to operate properly. Although we maintain in-orbit
protection providing us with back-up satellite transmission facilities should our primary satellites fail, there can be no assurance that such back-up
transmission facilities will be effective or will not themselves fail. Further, there are a limited number of communications satellites available for the
transmission of programming, and, in the event of a disruption, we may not be able to secure an alternate distribution source in a timely manner.
Any significant interruption at any of our technology facilities affecting the distribution of our programming, or any failure in satellite transmission of
our programming signals, could have an adverse effect on our operating results and financial condition.
The loss of any of our key personnel and artistic talent could adversely affect our business.
We believe that our success depends to a significant extent upon the performance of our senior executives and other key employees and on our ability to
identify, attract, hire train and retain such personnel. We generally do not maintain "key man" insurance, and there is no assurance of the continued services of
our senior executives or other key employees. In addition, we depend on the availability of third-party production companies to create some of our original
programming. For certain of our productions, through in-house and third party production service companies, we engage the services of writers, directors,
actors and various crew members who are subject to certain specially negotiated collective bargaining agreements. Any labor disputes or a strike by one or
more unions representing any of these parties who are essential to our original programming could have a material adverse effect on our original
programming, disrupt our operations and reduce our revenues. The loss of any significant personnel or artistic talent, or our artistic talent losing their
audience base, could also have a material adverse effect on our business.
Our inability to successfully make investments in, and/or acquire and integrate, other businesses, assets, products or technologies could harm our
business, financial condition or operating results.
Our success may depend on opportunities to buy other businesses or technologies that could complement, enhance or expand our current business or
products or that might otherwise offer us growth opportunities. We have acquired, and have made strategic investments in, a number of companies (including
through joint ventures) in the past, and we expect to make additional acquisitions and strategic investments in the future. Such transactions may result in
dilutive issuances of our equity
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securities, use of our cash resources, and incurrence of debt and amortization expenses related to intangible assets. Any acquisitions and strategic investments
that we are able to identify and complete may be accompanied by a number of risks, including:
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the difficulty of assimilating the operations and personnel of acquired companies into our operations;
the potential disruption of our ongoing business and distraction of management;
the incurrence of additional operating losses and operating expenses of the businesses we acquired or in which we invested;
the difficulty of integrating acquired technology and rights into our services and unanticipated expenses related to such integration;
the failure to successfully further develop an acquired business or technology and any resulting impairment of amounts currently capitalized as
intangible assets;
the failure of strategic investments to perform as expected or to meet financial projections;
the potential for patent and trademark infringement and data privacy and security claims against the acquired companies, or companies in which we
have invested;
litigation or other claims in connection with acquisitions, acquired companies, or companies in which we have invested;
the impairment or loss of relationships with customers and partners of the companies we acquired or in which we invested or with our customers and
partners as a result of the integration of acquired operations;
the impairment of relationships with, or failure to retain, employees of acquired companies or our existing employees as a result of integration of
new personnel;
the difficulty of integrating operations, systems, and controls as a result of cultural, regulatory, systems, and operational differences;
the performance of management of companies in which we invest but do not control;
in the case of foreign acquisitions and investments, the impact of particular economic, tax, currency, political, legal and regulatory risks associated
with specific countries; and
the impact of known potential liabilities or liabilities that may be unknown, including as a result of inadequate internal controls, associated with the
companies we acquired or in which we invested.
Our failure to be successful in addressing these risks or other problems encountered in connection with our past or future acquisitions and strategic
investments could cause us to fail to realize the anticipated benefits of such acquisitions or investments, incur unanticipated liabilities, and harm our business,
financial condition and results of operations.
We may have exposure to additional tax liabilities.
We are subject to income taxes as well as non-income based taxes, such as payroll, sales, use, value-added, net worth, property and goods and services
taxes, in both the United States and various foreign jurisdictions. Judgment is required in determining our worldwide provision for income taxes and other tax
liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. We are
regularly under audit by tax authorities in both the United States and various foreign jurisdictions. Although we believe that our tax estimates are reasonable,
(1) there is no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our historical income tax
provisions, expense amounts for non-income based taxes and accruals and (2) any material differences could have an adverse effect on our financial position
and results of operations in the period or periods for which determination is made.
Although a portion of our revenue and operating income is generated outside the United States, we are subject to potential current U.S. income tax on
this income due to our being a U.S. corporation, resulting in potentially higher effective tax rate for the Company. This includes (i) what is referred to as
"Subpart F Income," which generally includes, but is not limited to, such items as interest, dividends, royalties, gains from the disposition of certain property,
certain currency exchange gains in excess of currency exchange losses, and certain related party sales and services income and (ii) what is referred to as
“global intangible low-taxed income,” which generally equals certain foreign earnings in excess of 10 percent of the foreign subsidiaries’ tangible business
assets. While we may mitigate any potential negative impacts of the aforementioned regimes through claiming a foreign tax credit against our U.S. federal
income taxes or potentially have foreign or U.S. taxes reduced under applicable income tax treaties, we are subject to various limitations on claiming foreign
tax credits or we may lack treaty protections in certain jurisdictions that will potentially limit any reduction of the increased effective tax rate. A higher
effective tax rate may also result to the extent that losses are incurred in non-U.S. subsidiaries that do not reduce our U.S. taxable income.
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We are subject to changing tax laws, treaties and regulations in and between countries in which we operate, including treaties between the United States
and other nations. A change in these tax laws, treaties or regulations, including those in and involving the United States, or in the interpretation thereof, could
result in a materially higher or lower income or non-income tax expense. Also, various income tax proposals in the countries in which we operate, such as
those relating to fundamental U.S. international tax reform and measures in response to the economic uncertainty in certain European jurisdictions in which
we operate, could result in changes to the existing tax laws under which our taxes are calculated. We are unable to predict whether any of these or other
proposals in the United States or foreign jurisdictions will ultimately be enacted. Any such changes could negatively impact our business.
A significant amount of our book value consists of intangible assets that may not generate cash in the event of a voluntary or involuntary sale.
At December 31, 2019, our consolidated financial statements included approximately $5.6 billion of consolidated total assets, of which approximately
$1.2 billion were classified as intangible assets. Intangible assets primarily include affiliation agreements and affiliate relationships, advertiser relationships,
trademarks and goodwill. While we believe that the carrying values of our intangible assets are recoverable, there is no assurance that we would receive any
cash from the voluntary or involuntary sale of these intangible assets, particularly if we were not continuing as an operating business.
Risks Relating to Our Debt
Our substantial long-term debt and high leverage could adversely affect our business.
We have a significant amount of long-term debt. As of December 31, 2019, we had $3.1 billion principal amount of total long-term debt (excluding
finance leases), $731.3 million of which is senior secured debt under our Credit Facility and $2.4 billion of which is senior unsecured debt.
Our ability to make payments on, or repay or refinance, our debt, and to fund planned distributions and capital expenditures, will depend largely upon
our future operating performance. Our future performance, to a certain extent, is subject to general economic, financial, competitive, regulatory and other
factors that are beyond our control. In addition, our ability to borrow funds in the future to make payments on our debt will depend on the satisfaction of the
covenants in the Credit Facility and our other debt agreements, including the indentures governing our notes and other agreements we may enter into in the
future.
Our substantial amount of debt could have important consequences. For example, it could:
increase our vulnerability to general adverse economic and industry conditions;
require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, thereby limiting the
availability of our cash flow to fund future programming investments, capital expenditures, working capital, business activities and other general
corporate requirements;
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
place us at a competitive disadvantage compared with our competitors; and
limit our ability to borrow additional funds, even when necessary to maintain adequate liquidity.
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•
In the long-term, we do not expect to generate sufficient cash from operations to repay at maturity our outstanding debt obligations. As a result, we will
be dependent upon our ability to access the capital and credit markets. Failure to raise significant amounts of funding to repay these obligations at maturity
could adversely affect our business. If we are unable to raise such amounts, we would need to take other actions including selling assets, seeking strategic
investments from third parties or reducing other discretionary uses of cash. The Credit Facility and indentures governing our notes will restrict, and market or
business conditions may limit, our ability to do some of these things.
A significant portion of our debt bears interest at variable rates. While we have entered into hedging agreements limiting our exposure to higher interest
rates, such agreements do not offer complete protection from this risk.
The agreements governing our debt contain various covenants that impose restrictions on us that may affect our ability to operate our business.
The agreements governing the Credit Facility and the indentures governing our notes contain covenants that, among other things, limit our ability to:
•
•
•
borrow money or guarantee debt;
create liens;
pay dividends on or redeem or repurchase stock;
• make specified types of investments;
26
•
•
enter into transactions with affiliates; and
sell assets or merge with other companies.
The Credit Facility requires us to comply with a Cash Flow Ratio and an Interest Coverage Ratio, each as defined in the Credit Facility. Compliance
with these covenants may limit our ability to take actions that might be to our advantage or to the advantage of our stockholders.
Various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants and maintain these financial ratios.
Failure to comply with any of the covenants in our existing or future financing agreements could result in a default under those agreements and under other
agreements containing cross-default provisions. A default would permit lenders to accelerate the maturity for the debt under these agreements and to foreclose
upon any collateral securing the debt. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations. In
addition, the limitations imposed by financing agreements on our ability to incur additional debt and to take other actions might significantly impair our
ability to obtain other financing.
Despite our current levels of debt, we may still be able to incur substantially more debt. This could further exacerbate the risks associated with our
substantial debt.
We may be able to incur additional debt in the future. The terms of the Credit Facility and indentures governing our notes allow us to incur substantial
amounts of additional debt, subject to certain limitations. In addition, as we have in the past, we may in the future refinance all or a portion of our debt,
including borrowings under the Credit Facility, and obtain the ability to incur more debt as a result. If new debt is added to our current debt levels, the related
risks we could face would be magnified.
A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may further increase our future borrowing costs and
reduce our access to capital.
The debt ratings for our notes are below the "investment grade" category, which results in higher borrowing costs as well as a reduced pool of potential
purchasers of our debt as some investors will not purchase debt securities that are not rated "investment grade". In addition, there can be no assurance that any
rating assigned will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency, if in that rating agency's
judgment, future circumstances, such as adverse changes to economic conditions that could impact an issuer's ability to meet its financial commitments, so
warrant. A lowering or withdrawal of the ratings assigned to our debt securities may further increase our future borrowing costs and reduce our access to
capital.
Risks Relating to Our Controlled Ownership
We are controlled by the Dolan family and trusts for their benefit, which may create certain conflicts of interest. In addition, as a result of their
control, the Dolan family has the ability to prevent or cause a change in control or approve, prevent or influence certain actions by the Company.
We have two classes of common stock:
•
•
Class A Common Stock, which is entitled to one vote per share and is entitled collectively to elect 25% of our Board of Directors.
Class B Common Stock, which is generally entitled to ten votes per share and is entitled collectively to elect the remaining 75% of our Board of
Directors.
As of December 31, 2019, the Dolan family, including trusts for the benefit of members of the Dolan family (collectively "the Dolan Family Group"),
own all of our Class B Common Stock, approximately 2% of our outstanding Class A Common Stock and approximately 73% of the total voting power of all
our outstanding common stock. The members of the Dolan Family Group have executed a voting agreement (the "Stockholders Agreement") that has the
effect of causing the voting power of the holders of our Class B Common Stock to be cast as provided therein with respect to all matters to be voted on by
holders of Class B Common Stock. Under the Stockholders Agreement, the shares of Class B Common Stock owned by members of the Dolan Family Group
are to be voted on all matters in accordance with the determination of the Dolan Family Committee, except that the decisions of the Dolan Family Committee
are non-binding with respect to the Class B Common Stock owned by certain Dolan family trusts (the "Excluded Trusts") that collectively own 48% of the
outstanding Class B Common Stock. The Dolan Family Committee consists of Charles F. Dolan and his six children, James L. Dolan, Thomas C. Dolan,
Patrick F. Dolan, Kathleen M. Dolan, Marianne E. Dolan and Deborah A. Dolan-Sweeney (collectively, the "Dolan Siblings"). The Dolan Family Committee
generally acts by vote of a majority of the Dolan Siblings, except that a vote on a going-private transaction must be approved by a two-thirds vote of the
Dolan siblings and a vote on a change-in-control transaction must be approved by not less than all but one of the Dolan Siblings. The Dolan Family Group is
able to prevent a change in control of our Company and no person interested in acquiring us would be able to do so without obtaining the consent of the
Dolan Family Group.
27
Shares of Class B Common Stock owned by Excluded Trusts are to be voted on all matters in accordance with the determination of the Excluded Trusts
holding a majority of the Class B Common Stock held by all Excluded Trusts, except in the case of a vote on a going-private transaction or a change in
control transaction, in which case a vote of trusts holding two-thirds of the Class B Common Stock owned by Excluded Trusts is required.
The Dolan Family Group by virtue of their stock ownership, have the power to elect all of our directors subject to election by holders of Class B
Common Stock and are able collectively to control stockholder decisions on matters on which holders of all classes of our common stock vote together as a
single class. These matters could include the amendment of some provisions of our certificate of incorporation and the approval of fundamental corporate
transactions.
In addition, the affirmative vote or consent of the holders of at least 66 2/3% of the outstanding shares of the Class B Common Stock, voting separately
as a class, is required to approve:
•
•
the authorization or issuance of any additional shares of Class B Common Stock, and
any amendment, alteration or repeal of any of the provisions of our certificate of incorporation that adversely affects the powers, preferences or
rights of the Class B Common Stock.
As a result, the Dolan Family Group has the power to prevent such issuance or amendment.
We have adopted a written policy whereby an independent committee of our Board of Directors will review and approve or take such other action as it
may deem appropriate with respect to certain transactions involving the Company and its subsidiaries, on the one hand, and certain related parties, including
Charles F. Dolan and certain of his family members and related entities on the other hand. This policy does not address all possible conflicts which may arise,
and there can be no assurance that this policy will be effective in dealing with conflict scenarios.
We are a "controlled company" for the purposes of The NASDAQ Stock Market LLC, which allows us not to comply with certain of the corporate
governance rules of The NASDAQ Stock Market LLC.
Members of the Dolan Family Group have entered into the Stockholders Agreement, which relates to, among other things, the voting and transfer of
their shares of our Class B Common Stock. As a result, we are a "controlled company" under the corporate governance rules of The NASDAQ Stock Market
LLC ("NASDAQ"). As a controlled company, we have the right to elect not to comply with the corporate governance rules of NASDAQ requiring: (i) a
majority of independent directors on our Board of Directors, (ii) an independent compensation committee and (iii) an independent corporate governance and
nominating committee. Our Board of Directors has elected for the Company to be treated as a "controlled company" under NASDAQ corporate governance
rules and not to comply with the NASDAQ requirement for a majority independent board of directors and an independent corporate governance and
nominating committee because of our status as a controlled company.
Future stock sales, including as a result of the exercise of registration rights by certain of our shareholders, could adversely affect the trading price
of our Class A Common Stock.
Certain parties have registration rights covering a portion of our shares. We have entered into registration rights agreements with Charles F. Dolan,
members of his family, certain Dolan family interests and the Dolan Family Foundations that provide them with "demand" and "piggyback" registration rights
with respect to approximately 12.6 million shares of Class A Common Stock, including shares issuable upon conversion of shares of Class B Common Stock.
Sales of a substantial number of shares of Class A Common Stock, including sales pursuant to these registration rights agreements, could adversely affect the
market price of the Class A Common Stock and could impair our future ability to raise capital through an offering of our equity securities.
We share certain executives and directors with The Madison Square Garden Company("MSG") and MSG Networks Inc.("MSG Networks"), which
may give rise to conflicts.
One of our executives, Gregg G. Seibert, serves as a Vice Chairman of the Company and as a Vice Chairman of MSG and MSG Networks (collectively
MSG and MSG Networks, the "Other Entities"). Each of the Other Entities and the Company are affiliates by virtue of being under common control of the
Dolan family. As a result, he will not be devoting his full time and attention to the Company's affairs. Six members of our Board of Directors are directors of
MSG and four members of our Board of Directors are directors of MSG Networks. These directors may have actual or apparent conflicts of interest with
respect to matters involving or affecting each company. For example, the potential for a conflict of interest exists when we on one hand, and either MSG or
MSG Networks (each, an Other Entity) on the other hand, consider acquisitions and other corporate opportunities that may be suitable for us and for the Other
Entity. Also, conflicts may arise if there are issues or disputes under the commercial arrangements that exist between the Other Entities and us. In addition,
certain of our directors and officers own stock, restricted stock units and options to purchase stock in one or more of the Other Entities, as well as cash
performance awards with any payout based on the performance of one or more of the Other Entities. These ownership interests could create actual, apparent
or potential conflicts of interest when these individuals are faced with decisions that could have different implications for our Company and one or more of
the Other Entities. See "Certain Relationships and Related Party Transactions
28
—Certain Relationships and Potential Conflicts of Interest" in our proxy statement filed with the SEC on April 29, 2019 for a description of our related party
transaction approval policy that we have adopted to help address such potential conflicts that may arise.
Our overlapping directors and executives with the Other Entities may result in the diversion of corporate opportunities to and other conflicts with
the Other Entities and provisions in our governance documents may provide us no remedy in that circumstance.
Our amended and restated certificate of incorporation acknowledges that directors and officers of the Company may also be serving as directors,
officers, employees, consultants or agents of MSG and its subsidiaries and that we may engage in material business transactions with such entity. Our policy
concerning certain matters relating to MSG Networks, including responsibilities of overlapping directors and officers (the "overlap policy" and together with
the applicable provisions of the amended and restated certificate of incorporation, the "Overlap Provisions") acknowledges that directors and officers of the
Company may also be serving as directors, officers, employees, consultants or agents of MSG Networks and its subsidiaries and that we may engage in
material business transactions with such entity. The Company has renounced its rights to certain business opportunities and the Overlap Provisions provide
that no director or officer of the Company who is also serving as a director, officer, employee, consultant or agent of an Other Entity or any subsidiary of an
Other Entity will be liable to the Company or its stockholders for breach of any fiduciary duty that would otherwise exist by reason of the fact that such
individual directs a corporate opportunity (other than certain limited types of opportunities set forth in our amended and restated certificate of incorporation)
to the Other Entity or any of its subsidiaries, or does not refer or communicate information regarding such corporate opportunities to the Company. The
Overlap Provisions also expressly validate certain contracts, agreements, assignments and transactions (and amendments, modifications or terminations
thereof) between the Company and the Other Entities and their subsidiaries and, to the fullest extent permitted by law, provide that the actions of the
overlapping directors or officers in connection therewith are not breaches of fiduciary duties owed to the Company, any of its subsidiaries or their respective
stockholders.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
We lease approximately 657,000 square feet of space in the U.S., including approximately 326,000 square feet of office space that we lease at 11 Penn
Plaza, New York, NY 10001, under lease arrangements with remaining terms through 2027. We use this space as our corporate headquarters and as the
principal business location of our Company. We also lease approximately 67,000 square-feet of space for our broadcasting and technology center in Bethpage,
New York under a lease arrangement with a term through 2029, from which AMC Networks Broadcasting & Technology conducts its operations. In addition,
we lease other properties in New York, California, Florida, Maryland and Illinois.
We lease approximately 195,000 square feet of space outside of the U.S., including in Spain, Hungary and the United Kingdom that support our
international operations.
We believe our properties are adequate for our use.
Item 3. Legal Proceedings.
On December 17, 2013, Frank Darabont ("Darabont"), Ferenc, Inc., Darkwoods Productions, Inc., and Creative Artists Agency, LLC (together, the
"2013 Plaintiffs"), filed a complaint in New York Supreme Court in connection with Darabont's rendering services as a writer, director and producer of the
television series entitled The Walking Dead and the agreement between the parties related thereto. The Plaintiffs asserted claims for breach of contract, breach
of the covenant of good faith and fair dealing, for an accounting and for declaratory relief. On August 19, 2015, Plaintiffs filed their First Amended
Complaint (the "Amended Complaint"), in which they retracted their claims for wrongful termination and failure to apply production tax credits in calculating
Plaintiffs' contingent compensation. Plaintiffs also added a claim that Darabont is entitled to a larger share, on a percentage basis, of contingent compensation
than he is currently being accorded. On September 26, 2016, Plaintiffs filed their note of issue and certificate of readiness for trial, which included a claim for
damages of no less than $280 million. The parties each filed motions for summary judgment. Oral arguments of the summary judgment motions took place on
September 15, 2017. On April 19, 2018, the Court granted the Company’s motion for leave to submit supplemental summary judgment briefing. A hearing on
the supplemental summary judgment submissions was held on June 13, 2018. On December 10, 2018, the Court denied Plaintiffs' motion for partial summary
judgment and granted in part Defendants' motion for summary judgment, dismissing four of Plaintiffs' causes of action. The Company believes that the
remaining claims are without merit, denies the allegations and continues to defend the case vigorously. At this time, no determination can be made as to the
ultimate outcome of this litigation or the potential liability, if any, on the part of the Company.
29
On January 18, 2018, the 2013 Plaintiffs filed a second action in New York Supreme Court in connection with Darabont’s services on The Walking
Dead television series and agreements between the parties related thereto. The claims in the action allegedly arise from Plaintiffs' audit of their participation
statements covering the accounting period from inception of The Walking Dead through September 30, 2014. Plaintiffs seek no less than $20 million in
damages on claims for breach of contract, breach of the covenant of good faith and fair dealing, and declaratory relief. The Company filed an Answer to the
Complaint on April 16, 2018. On August 30, 2018, Plaintiff's filed an Amended Complaint, and on September 19, 2018, the Company answered. The parties
have agreed to consolidate this action for a joint trial with the action Plaintiffs filed in the New York Supreme Court on December 17, 2013. Following the
conclusion of discovery, the Company filed a motion for summary judgment seeking the dismissal of the second action which is expected to be fully briefed
by March 2, 2020. Pending the outcome of the Company’s motion for summary judgment, the trial is scheduled to begin on June 1, 2020. The Company
believes that the asserted claims are without merit, denies the allegations and will defend the case vigorously. At this time, no determination can be made as to
the ultimate outcome of this litigation or the potential liability, if any, on the part of the Company.
On August 14, 2017, Robert Kirkman, Robert Kirkman, LLC, Glen Mazzara, 44 Strong Productions, Inc., David Alpert, Circle of Confusion
Productions, LLC, New Circle of Confusion Productions, Inc., Gale Anne Hurd, and Valhalla Entertainment, Inc. f/k/a Valhalla Motion Pictures, Inc.
(together, the "California Plaintiffs") filed a complaint in California Superior Court in connection with California Plaintiffs’ rendering of services as writers
and producers of the television series entitled The Walking Dead, as well as Fear the Walking Dead and/or Talking Dead, and the agreements between the
parties related thereto (the "California Action"). The California Plaintiffs asserted that the Company has been improperly underpaying the California Plaintiffs
under their contracts with the Company and they assert claims for breach of contract, breach of the covenant of good faith and fair dealing, inducing breach of
contract, and liability for violation of Cal. Bus. & Prof. Code § 17200. On August 15, 2017, two of the California Plaintiffs, Gale Anne Hurd and David
Alpert (and their associated loan-out companies), along with Charles Eglee and his loan-out company, United Bongo Drum, Inc., filed a complaint in New
York Supreme Court alleging nearly identical claims as the California Action (the "New York Action"). Hurd, Alpert, and Eglee filed the New York Action in
connection with their contract claims involving The Walking Dead because their agreements contained exclusive New York jurisdiction provisions. On
October 23, 2017, the parties stipulated to discontinuing the New York Action without prejudice and consolidating all of the claims in the California Action.
The California Plaintiffs seek compensatory and punitive damages and restitution. The Company filed an Answer on April 30, 2018 and believes that the
asserted claims are without merit and will vigorously defend against them. On August 8, 2019, the judge in the California Action ordered a trial to resolve
certain issues of contract interpretation only. Such trial commenced on February 10, 2020 and is expected to conclude on March 9 and 10, 2020. At this time,
no determination can be made as to the ultimate outcome of this litigation or the potential liability, if any, on the part of the Company.
The Company is party to various lawsuits and claims in the ordinary course of business, including the matters described above. Although the outcome
of these matters cannot be predicted with certainty and while the impact of these matters on the Company's results of operations in any particular subsequent
reporting period could be material, management does not believe that the resolution of these matters will have a material adverse effect on the financial
position of the Company or the ability of the Company to meet its financial obligations as they become due.
Item 4. Mine Safety Disclosures.
Not applicable.
30
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our Class A Common Stock is listed on NASDAQ under the symbol "AMCX." Our Class B Common Stock is not listed on any exchange. Our Class A
Part II
Common Stock began trading on NASDAQ on July 1, 2011.
Performance Graph
The following graph compares the performance of the Company's Class A Common Stock with the performance of the S&P Mid-Cap 400 Index and a
peer group (the "Peer Group Index") by measuring the changes in our Class A Common Stock prices from July 1, 2011, the first day our Class A Common
Stock began regular-way trading on NASDAQ, through December 31, 2019. Because no published index of comparable media companies currently reports
values on a dividends-reinvested basis, the Company has created a Peer Group Index for purposes of this graph in accordance with the requirements of the
SEC. The Peer Group Index is made up of companies that engage in cable television programming as a significant element of their business, although not all
of the companies included in the Peer Group Index participate in all of the lines of business in which the Company is engaged, and some of the companies
included in the Peer Group Index also engage in lines of business in which the Company does not participate. Additionally, the market capitalizations of many
of the companies included in the Peer Group are quite different from that of the Company. The common stocks of the following companies have been
included in the Peer Group Index: Discovery Inc., the Walt Disney Company, Fox Corporation (included from March 19, 2019, when trading began), Lions
Gate Entertainment Corporation, and ViacomCBS Inc. The chart assumes $100 was invested on December 31, 2014 in each of: i) Company's Class A
Common Stock, ii) the S&P Mid-Cap 400 Index, and iii) in this Peer Group weighted by market capitalization.
Company Name / Index
AMC Networks Inc.
S&P MidCap 400 Index
Peer Group
INDEXED RETURNS
Period Ended
12/31/16
82.08
118.11
110.25
12/31/17
84.80
137.30
112.22
12/31/18
86.06
122.08
111.13
12/31/19
61.94
154.07
139.32
Base Period
12/31/14
100
100
100
12/31/15
117.11
97.82
105.45
31
This performance graph shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") or incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
As of February 14, 2020 there were 661 holders of record of our Class A Common Stock and 33 holders of record of our Class B Common Stock.
Stock Repurchase Program
The Company's Board of Directors has authorized a program to repurchase up to $1.5 billion of the Company's outstanding shares of common stock
(the "Stock Repurchase Program"). The authorization of up to $500 million was announced on March 7, 2016, an additional authorization of $500 million
was announced on June 7, 2017, and an additional authorization of $500 million was announced on June 13, 2018. The Stock Repurchase Program has no
pre-established closing date and may be suspended or discontinued at any time. For the year ended December 31, 2019, the Company repurchased 1.3 million
shares of its Class A common stock at an average purchase price of $54.24 per share. As of December 31, 2019, the Company has $488.8 million available
for repurchase under the Stock Repurchase Program.
32
Item 6. Selected Financial Data.
The operating data for each of the three years ended December 31, 2019 and balance sheet data as of December 31, 2019 and 2018 included in the table
below have been derived from the audited consolidated financial statements of the Company included in this Annual Report and should be read in conjunction
with Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the accompanying consolidated financial
statements and related notes. The operating data for the years ended December 31, 2016 and 2015 and balance sheet data as of December 31, 2017, 2016 and
2015 included in the table below have been derived from the audited consolidated financial statements of the Company, not included in this Annual Report.
Operating Data:
Revenues, net
Operating income
Net income including noncontrolling interests
Net income attributable to noncontrolling interests
Net income attributable to AMC Networks' stockholders
Net income per share attributable to AMC Networks' stockholders:
Basic
Diluted
Balance Sheet Data, at period end:
Cash and cash equivalents
Total assets
Long-term debt (including finance/capital leases)
Stockholders' equity (deficiency)
$
$
$
$
$
2019 (1) (2)
2018 (1) (2)
Years Ended December 31,
2017 (1) (2)
(In thousands, except per share amounts)
2016 (2)
2015 (2)
$
3,060,321 $
2,971,929 $
2,805,691 $
2,755,654 $
2,580,935
625,277
407,716
(27,230)
726,909
463,967
(17,780)
722,359
489,637
(18,321)
657,556
289,963
(19,453)
380,486 $
446,187 $
471,316 $
270,510 $
709,193
381,704
(14,916)
366,788
6.77 $
6.67 $
7.68 $
7.57 $
7.26 $
7.18 $
3.77 $
3.74 $
5.06
5.01
816,170 $
554,886 $
558,783 $
481,389 $
316,321
5,596,686
3,117,494
5,278,563
3,136,072
5,032,985
3,130,381
4,480,595
2,859,129
4,250,609
2,701,148
665,781 $
316,680 $
134,944 $
(30,082) $
(39,277)
(1) The 2019, 2018 and 2017 results include impairment and related charges of $106.6 million, $4.5 million and $28.1 million, respectively (see Note 4 to the
accompanying consolidated financial statements).
(2) The 2019, 2018 and 2017 results include restructuring and other related charges of $40.9 million, $45.8 million and $6.1 million, respectively (see Note 5
to the accompanying consolidated financial statements). The 2016 and 2015 results include restructuring and other related charges of $29.5 million and
$15.0 million, respectively.
33
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Management's discussion and analysis of financial condition and results of operations, or MD&A, is a supplement to and should be read in conjunction
with the accompanying consolidated financial statements and related notes. Our MD&A is provided to enhance the understanding of our financial condition,
changes in financial condition and results of our operations and is organized as follows:
Business Overview. This section provides a general description of our business and our operating segments, as well as other matters that we believe are
important in understanding our results of operations and financial condition and in anticipating future trends.
Consolidated Results of Operations. This section provides an analysis of our results of operations for the years ended December 31, 2019, 2018 and
2017. Our discussion is presented on both a consolidated and segment basis. Our two segments are: (i) National Networks and (ii) International and Other.
Liquidity and Capital Resources. This section provides a discussion of our financial condition as of December 31, 2019 as well as an analysis of our
cash flows for the years ended December 31, 2019, 2018 and 2017. The discussion of our financial condition and liquidity includes summaries of (i) our
primary sources of liquidity and (ii) our contractual obligations and off balance sheet arrangements that existed at December 31, 2019.
Critical Accounting Policies and Estimates. This section provides a discussion of our accounting policies considered to be important to an
understanding of our financial condition and results of operations, and which require significant judgment and estimates on the part of management in their
application.
Business Overview
We manage our business through the following two operating segments:
•
•
National Networks: Includes activities of our five national programming networks, AMC Studios operations and AMC Broadcasting & Technology.
Our national programming networks are AMC, WE tv, BBC AMERICA, IFC, and SundanceTV and also include our AMC Premiere service. Our
AMC Studios operation produces original programming for our programming networks and also licenses such programming worldwide. AMC
Networks Broadcasting & Technology is our technical services business, which primarily services most of the national programming networks.
International and Other: Includes AMCNI, our international programming businesses consisting of a portfolio of channels around the world; AMC
Networks SVOD consisting of our targeted subscription streaming services: Acorn TV, Shudder, Sundance Now, and UMC; Levity, our production
services and comedy venues business; and IFC Films, our independent film distribution business.
34
Financial Results Overview
The tables presented below set forth our consolidated revenues, net, operating income (loss) and adjusted operating income ("AOI"), defined below, for
the periods indicated.
(In thousands)
Revenues, net
National Networks
International and Other
Inter-segment eliminations
Consolidated revenues, net
Operating income (loss)
National Networks
International and Other
Inter-segment eliminations
Consolidated operating income
AOI
National Networks
International and Other
Inter-segment eliminations
Consolidated AOI
Years Ended December 31,
2019
2018
2017
2,369,044 $
2,413,325 $
2,367,615
734,143
(42,866)
598,306
(39,702)
457,182
(19,106)
3,060,321 $
2,971,929 $
2,805,691
804,422 $
825,770 $
(170,039)
(9,106)
(93,326)
(5,535)
625,277 $
726,909 $
903,526 $
925,279 $
50,193
(9,729)
19,303
(12,037)
943,990 $
932,545 $
817,566
(88,894)
(6,313)
722,359
894,912
16,219
(6,313)
904,818
$
$
$
$
$
$
We evaluate segment performance based on several factors, of which the primary financial measure is operating segment AOI. We define AOI, which is
a financial measure that is not calculated in accordance with generally accepted accounting principles ("GAAP"), as operating income (loss) before
depreciation and amortization, share-based compensation expense or benefit, impairment and related charges (including gains or losses on sales or
dispositions of businesses), restructuring and other related charges and including the Company’s proportionate share of adjusted operating income (loss) from
majority-owned equity method investees.
From time to time, we may exclude the impact of certain events, gains, losses or other charges (such as significant legal settlements) from AOI that
affect our operating performance. We believe that AOI is an appropriate measure for evaluating the operating performance on both an operating segment and
consolidated basis. AOI and similar measures with similar titles are common performance measures used by investors, analysts and peers to compare
performance in the industry.
Internally, we use revenues, net and AOI measures as the most important indicators of our business performance, and evaluate management's
effectiveness with specific reference to these indicators. AOI should be viewed as a supplement to and not a substitute for operating income (loss), net income
(loss), cash flows from operating activities and other measures of performance and/or liquidity presented in accordance with GAAP. Since AOI is not a
measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other
companies.
The following is a reconciliation of consolidated operating income to AOI for the periods indicated:
(In thousands)
Operating income
Share-based compensation expense
Depreciation and amortization
Impairment and related charges
Restructuring and other related charges
Majority-owned equity investees AOI
Adjusted operating income
Years Ended December 31,
2019
2018
2017
625,277 $
726,909 $
722,359
64,133
101,098
106,603
40,914
5,965
60,979
91,281
4,486
45,847
3,043
53,545
94,638
28,148
6,128
—
943,990 $
932,545 $
904,818
$
$
35
Items Impacting Comparability
RLJE
In October 2018, we acquired a controlling interest in RLJE, a premium digital channel company that operates the subscription streaming services
Acorn TV and UMC or Urban Movie Channel. The operating results of RLJE are included in our International and Other segment in the consolidated
statement of income from the date of the acquisition.
Levity
In April 2018, we acquired a controlling interest in Levity, an entertainment company that owns and operates comedy venues as well as produces
content for distribution. The operating results of Levity are included in our International and Other segment in the consolidated statement of income from the
date of the acquisition.
AMCNI – DMC
In July 2017, we sold our Amsterdam-based media logistics business, AMCNI – DMC.
National Networks
In our National Networks segment, we earn revenue principally from the distribution of our programming and the sale of advertising. Distribution
revenue primarily includes subscription fees paid by distributors to carry our programming networks and content licensing revenue from the licensing of
original programming for digital, foreign and home video distribution. Subscription fees paid by distributors represent the largest component of distribution
revenue. Our subscription fee revenues are based on a per subscriber fee, and, to a lesser extent, fixed fees under multi-year contracts, commonly referred to
as "affiliation agreements," which generally provide for annual rate increases. The specific subscription fee revenues we earn vary from period to period,
distributor to distributor and also vary among our networks, but are generally based upon the number of each distributor's subscribers who receive our
programming, referred to as viewing subscribers. Content licensing revenue from the licensing of original programming for digital and foreign distribution is
recognized upon availability or distribution by the licensee.
Under affiliation agreements with our distributors, we have the right to sell a specified amount of national advertising time on our programming
networks. Our advertising revenues are more variable than subscription fee revenues because the majority of our advertising is sold on a short-term basis, not
under long-term contracts. Our arrangements with advertisers provide for a set number of advertising units to air over a specific period of time at a negotiated
price per unit. Additionally, in these advertising sales arrangements, our programming networks generally guarantee specified viewer ratings for their
programming. If these guaranteed viewer ratings are not met, we are generally required to provide additional advertising units to the advertiser at no charge.
For these types of arrangements, a portion of the related revenue is deferred if the guaranteed ratings are not met and is subsequently recognized either when
we provide the required additional advertising time or the guarantee obligation contractually expires. Most of our advertising revenues vary based upon the
popularity of our programming as measured by Nielsen. Our national programming networks have advertisers representing companies in a broad range of
sectors, including the automotive, restaurants/food, health, and telecommunications industries.
Changes in revenue are primarily derived from changes in the contractual subscription rates charged for our services; the number of subscribers; the
prices and number of advertising spots on our networks; and the availability, amount and timing of licensing fees earned from the distribution of our original
programming. Our revenues may increase over time through contractual rate increases stipulated in our affiliation agreements. In negotiating for additional
subscribers or extended carriage, we have agreed, in some instances, to make upfront payments to a distributor which we record as deferred carriage fees and
are amortized as a reduction to revenue over the period of the related affiliation agreement. We also may help fund the distributors' efforts to market our
networks. We believe that these transactions generate a positive return on investment over the contract period. We seek to increase our advertising revenues
by increasing the rates we charge for such advertising, which is directly related to the overall distribution of our programming, penetration of our services on
various digital platforms such as Advertising Video-on-Demand ("AVOD") services and the popularity (including within desirable demographic groups) of
our services as measured by Nielsen.
Our principal goal is to increase our revenues by increasing distribution and penetration of our services, and increasing our ratings. To do this, we must
continue to contract for and produce high-quality, attractive programming. As competition for programming increases and alternative distribution
technologies continue to emerge and develop in the industry, costs for content acquisition and original programming may increase. There is a concentration of
subscribers in the hands of a few distributors, which could create disparate bargaining power between the largest distributors and us by giving those
distributors greater leverage in negotiating the price and other terms of affiliation agreements. We also seek to increase our content licensing revenues by
expanding the opportunities for licensing our programming through digital distribution platforms, foreign distribution and home video services. Content
licensing revenues in each quarter may vary based on the timing of availability of our programming to distributors.
36
Programming expense, included in technical and operating expense, represents the largest expense of the National Networks segment and primarily
consists of amortization and write-offs of programming rights, such as those for original programming, feature films and licensed series, as well as
participation and residual costs. The other components of technical and operating expense primarily include distribution and production related costs and
program operating costs including cost of delivery, such as origination, transmission, uplinking and encryption.
To an increasing extent, the success of our business depends on original programming, both scripted and unscripted, across all of our networks. In recent
years, we have introduced a number of scripted original series. These series generally result in higher ratings for our networks. Among other things, higher
audience ratings drive increased revenues through higher advertising revenues. The timing of exhibition and distribution of original programming varies from
period to period, which results in greater variability in our revenues, earnings and cash flows from operating activities. We will continue to increase our
investment in programming across all of our networks. There may be significant changes in the level of our technical and operating expenses due to the
amortization of content acquisition and/or original programming costs and/or the impact of management's periodic assessment of programming usefulness.
Such costs will also fluctuate with the level of revenues derived from owned original programming in each period as these costs are amortized based on the
individual-film-forecast-computation method.
Most original series require us to make up-front investments, which are often significant amounts. Not all of our programming efforts are commercially
successful, which could result in a write-off of program rights. If it is determined that programming rights have limited, or no, future programming usefulness
based on actual demand or market conditions, a write-off of the unamortized cost is recorded in technical and operating expense. Program rights write-offs of
$37.9 million, $48.8 million and $47.7 million were recorded for the years ended December 31, 2019, 2018 and 2017, respectively (see further discussion
below).
See "— Critical Accounting Policies and Estimates" for a discussion of the amortization and write-off of program rights.
International and Other
Our International and Other segment includes the operations of AMCNI, AMC Networks SVOD, IFC Films and Levity.
In our International and Other segment, we earn revenue principally from the international distribution of programming and, to a lesser extent, the sale
of advertising from our AMCNI programming networks. We also earn revenue from production services from Levity, revenues from our four targeted SVOD
services: Sundance Now, Shudder, AcornTV and UMC, revenues from the distribution of content of IFC Films and Levity's operation of comedy venues. For
the year ended December 31, 2019, distribution revenues represented 88% of the revenues of the International and Other segment. Distribution revenue
primarily includes subscription fees paid by distributors or consumers to carry our programming networks or subscription-based streaming services and
production services revenue generated from Levity. Most of these revenues are derived from the distribution of our programming networks primarily in
Europe and to a lesser extent, Latin America. Our subscription revenues are generally based on either a per-subscriber fee or a fixed contractual annual fee,
under multi-year affiliation agreements, which may provide for annual rate increases, and a monthly, or annual, fee paid by a consumer for our subscription-
based streaming services. Our subscription streaming services are available in the United States, Canada, parts of Latin America and parts of Europe,
Australia and New Zealand. Our production services revenues are based on master production agreements whereby a third-party engages us to produce
content on its behalf. Production services revenues are recognized based on the percentage of cost incurred to total estimated cost of the contract.
Programming, program operating costs and production costs incurred to produce content for third parties are included in technical and operating
expense, and represent the largest expense of the International and Other segment and primarily consist of amortization of acquired content, costs of dubbing
and sub-titling of programs, production costs, participation and residual costs. Program operating costs include costs such as origination, transmission,
uplinking and encryption of our linear AMCNI channels as well as content hosting and delivery costs at our various subscription-based streaming
services. Not all of our programming efforts are commercially successful, which could result in a write-off of program rights. If it is determined that
programming rights have limited, or no, future programming usefulness based on actual demand or market conditions, a write-off of the unamortized cost is
recorded in technical and operating expense.
Similar to our National Networks businesses, the most significant business challenges we expect to encounter in our International and Other businesses
include programming competition (from both foreign and domestic programmers), limited channel capacity on distributors' platforms, the number of
subscribers on those platforms and economic pressures on subscription fees. Other significant business challenges unique to our international operations
include increased programming costs for international rights and translation (i.e. dubbing and subtitling), a lack of availability of international rights for a
portion of our domestic programming content, increased distribution costs for cable, satellite or fiber feeds, a limited physical presence in certain territories,
and our exposure to foreign currency exchange rate risk. See also the risk factors described under Item 1A, "Risk Factors - We face risks from doing business
internationally." in this Annual Report.
37
Corporate Expenses
We allocate corporate overhead within operating expenses to each segment based upon its proportionate estimated usage of services. The segment
financial information set forth below, including the discussion related to individual line items, does not reflect inter-segment eliminations unless specifically
indicated.
Impact of Economic Conditions
Our future performance is dependent, to a large extent, on general economic conditions including the impact of direct competition, our ability to
manage our businesses effectively, and our relative strength and leverage in the marketplace, both with suppliers and customers.
Capital and credit market disruptions could cause economic downturns, which may lead to lower demand for our products, such as lower demand for
television advertising and a decrease in the number of subscribers receiving our programming networks from our distributors. Events such as these may
adversely impact our results of operations, cash flows and financial position.
Consolidated Results of Operations
The amounts presented and discussed below represent 100% of each operating segment's revenues, net and expenses. Where we have management
control of an entity, we consolidate 100% of such entity in our consolidated statements of operations notwithstanding that a third-party owns a significant
interest in such entity. The noncontrolling owner's interest in the operating results of consolidated subsidiaries are reflected in net (income) loss attributable to
noncontrolling interests in our consolidated statements of operations.
Year Ended December 31, 2019 Compared to Year Ended December 31, 2018
The following table sets forth our consolidated results of operations for the periods indicated.
(In thousands)
Revenues, net
Operating expenses:
Technical and operating (excluding depreciation
and amortization)
Selling, general and administrative
Depreciation and amortization
Impairment and related charges
Restructuring and other related charges
Total operating expenses
Operating income
Other income (expense):
Interest expense, net
Miscellaneous, net
Total other income (expense)
Net income from operations before income
taxes
Income tax expense
Net income including noncontrolling interests
Net income attributable to noncontrolling interests
Net income attributable to AMC Networks'
stockholders
Years Ended December 31,
2019
2018
Amount
3,060,321
$
% of
Revenues,
net
100.0 % $
Amount
2,971,929
% of
Revenues,
net
100.0 % $
$ change
% change
88,392
3.0 %
1,506,985
679,444
101,098
106,603
40,914
2,435,044
625,277
(133,091)
(6,000)
(139,091)
486,186
(78,470)
407,716
(27,230)
49.2
22.2
3.3
3.5
1.3
79.6
20.4
(4.3)
(0.2)
(4.5)
15.9
(2.6)
13.3 %
(0.9) %
1,445,949
657,457
91,281
4,486
45,847
2,245,020
726,909
(135,813)
29,177
(106,636)
620,273
(156,306)
463,967
(17,780)
48.7
22.1
3.1
0.2
1.5
75.5
24.5
(4.6)
1.0
(3.6)
20.9
(5.3)
15.6 %
(0.6) %
61,036
21,987
9,817
4.2
3.3
10.8
102,117
n/m
(4,933)
190,024
(10.8)
8.5
(101,632)
(14.0) %
2,722
(35,177)
(32,455)
(134,087)
77,836
(56,251)
(9,450)
(2.0)
(120.6)
30.4
(21.6)
(49.8)
(12.1)
53.1
$
380,486
12.4 % $
446,187
15.0 % $
(65,701)
(14.7) %
38
National Networks Segment Results
The following table sets forth our National Networks segment results for the periods indicated.
(In thousands)
Revenues, net
Operating expenses:
Technical and operating (excluding depreciation
and amortization)
Selling, general and administrative
Depreciation and amortization
Restructuring and other related charges
Operating income
Share-based compensation expense
Depreciation and amortization
Restructuring and other related charges
Years Ended December 31,
2019
2018
Amount
2,369,044
$
% of
Revenues,
net
100.0 % $
Amount
2,413,325
% of
Revenues,
net
100.0 % $
$ change
% change
(44,281)
(1.8) %
1,076,748
441,747
32,674
13,453
804,422
52,977
32,674
13,453
45.5
18.6
1.4
0.6
34.0
2.2
1.4
0.6
1,080,732
455,935
33,728
17,160
825,770
48,621
33,728
17,160
44.8
18.9
1.4
0.7
34.2
2.0
1.4
0.7
(3,984)
(14,188)
(1,054)
(3,707)
(21,348)
4,356
(1,054)
(3,707)
(0.4)
(3.1)
(3.1)
(21.6)
(2.6)
9.0
(3.1)
(21.6)
AOI
$
903,526
38.1 % $
925,279
38.3 % $
(21,753)
(2.4) %
International and Other Segment Results
The following table sets forth our International and Other segment results for the periods indicated.
(In thousands)
Revenues, net
Operating expenses:
Technical and operating (excluding
depreciation and amortization)
Selling, general and administrative
Depreciation and amortization
Impairment and related charges
Restructuring and other related charges
Operating loss
Share-based compensation expense
Depreciation and amortization
Impairment and related charges
Restructuring and other related charges
Majority owned equity investees AOI
AOI
$
Years Ended December 31,
2019
2018
Amount
$
734,143
% of
Revenues,
net
100.0 % $
Amount
598,306
% of
Revenues,
net
100.0 % $
$ change
% change
135,837
22.7 %
463,267
237,804
68,424
106,603
28,084
(170,039)
11,156
68,424
106,603
28,084
5,965
50,193
392,793
201,611
57,553
4,486
35,189
(93,326)
12,358
57,553
4,486
35,189
3,043
19,303
63.1
32.4
9.3
14.5
3.8
(23.2)
1.5
9.3
14.5
3.8
0.8
6.8 % $
39
65.7
33.7
9.6
0.7
5.9
(15.6)
2.1
9.6
0.7
5.9
0.5
3.2 % $
70,474
36,193
10,871
102,117
(7,105)
(76,713)
(1,202)
10,871
102,117
(7,105)
2,922
30,890
17.9
18.0
18.9
2,276.3
n/m
82.2
(9.7)
18.9
2,276.3
n/m
n/m
160.0 %
Revenues, net
Revenues, net increased $88.4 million to $3.1 billion for 2019 as compared to 2018. The net change by segment was as follows:
(In thousands)
National Networks
International and Other
Inter-segment eliminations
Consolidated revenues, net
National Networks
2019
Years Ended December 31,
% of
total
2018
% of
total
$ change
% change
$
2,369,044
77.4 % $
2,413,325
81.2 % $
734,143
(42,866)
24.0
(1.4)
598,306
(39,702)
20.1
(1.3)
$
3,060,321
100.0 % $
2,971,929
100.0 % $
(44,281)
135,837
(3,164)
88,392
(1.8) %
22.7
8.0
3.0 %
The decrease in National Networks revenues, net was attributable to the following:
(In thousands)
Advertising
Distribution
•
•
2019
904,253
1,464,791
2,369,044
$
$
Years Ended December 31,
% of
total
38.2 % $
2018
944,675
% of
total
$ change
% change
39.1 % $
(40,422)
61.8
1,468,650
60.9
100.0 % $
2,413,325
100.0 % $
(3,859)
(44,281)
(4.3) %
(0.3)
(1.8) %
Advertising revenues decreased $40.4 million driven by a decrease of $65.0 million at AMC due to lower ratings, partially mitigated by
increased pricing. The decrease at AMC was partially offset by increases at our other networks. Most of our advertising revenues vary
based on the timing of our original programming series and the popularity of our programming as measured by Nielsen. Due to these
factors, we expect advertising revenues to vary from quarter to quarter.
Distribution revenues decreased $3.9 million due to a decrease in subscription revenues of $17.5 million primarily due to lower subscribers
and the impact of an interpretation of a contractual provision in an affiliate agreement, partially offset by increased pricing. Content
licensing revenues increased $13.6 million, primarily at AMC, due to an increase in the number of original programs we distributed.
Distribution revenues may vary based on the impact of renewals of affiliation agreements and content licensing revenues vary based on the
timing of availability of our programming to distributors. Because of these factors, we expect distribution revenues to vary from quarter to
quarter.
The following table presents certain subscriber information at December 31, 2019 and December 31, 2018:
National Programming Networks:
AMC
WE tv
BBC AMERICA
IFC
SundanceTV
________________
(1) Estimated U.S. subscribers as measured by Nielsen.
40
Estimated Domestic Subscribers (1)
December 31,
2019
December 31,
2018
85,100
78,200
77,000
71,400
66,800
89,000
84,600
80,900
75,100
69,900
International and Other
The increase in International and Other revenues, net was attributable to the following:
(In thousands)
Advertising
Distribution and other
2019
89,659
644,484
734,143
$
$
Years Ended December 31,
% of
total
12.2 % $
87.8
100.0 % $
2018
91,404
506,902
598,306
% of
total
$ change
% change
15.3 % $
84.7
100.0 % $
(1,745)
137,582
135,837
(1.9) %
27.1
22.7 %
The decrease of $1.7 million in advertising revenues was principally due to the unfavorable impact of foreign currency translation of $5.1 million.
Distribution revenues increased $147.5 million due to the impact of the Levity and RLJE acquisitions. In addition, distribution revenues increased $22.9
million from our Shudder and Sundance Now targeted SVOD services. These increases were partially offset by a decrease in revenues at AMCNI of $16.4
million, excluding the impact of foreign currency fluctuations, primarily due to the termination of distribution in certain territories. Foreign currency
translation had an unfavorable impact to distribution revenues of $15.2 million.
Technical and operating expense (excluding depreciation and amortization)
The components of technical and operating expense primarily include the amortization and write-offs of program rights, such as those for original
programming, feature films and licensed series, participation and residual costs, distribution and production related costs and program delivery costs, such as
transmission, encryption, hosting, and formatting.
Technical and operating expense (excluding depreciation and amortization) increased $61.0 million to $1.5 billion for 2019 as compared to 2018. The
net change by segment was as follows:
(In thousands)
National Networks
International and Other
Inter-segment eliminations
Total
Percentage of revenues, net
National Networks
$
$
Years Ended December 31,
2019
1,076,748
$
2018
1,080,732
$
463,267
(33,030)
392,793
(27,576)
1,506,985
$
1,445,949
$
49.2 %
48.7 %
$ change
% change
(3,984)
70,474
(5,454)
61,036
(0.4) %
17.9
19.8
4.2 %
The decrease in technical and operating expense was due to a decrease of $30.1 million in other direct programming expense attributable to reduced
personnel and the timing of production related costs. The decrease in other direct programming expense was partially offset by a net increase in program
rights amortization of $26.1 million, consisting of an increase in program amortization of $47.4 million primarily attributable to the mix of original
programming as compared to the prior year, partially offset by a reduction of $21.3 million attributable to the utilization of certain investment tax credits. In
addition, program rights amortization includes write-offs of $37.9 million for the year ended December 31, 2019 as compared to program rights write-offs of
$48.8 million for the year ended December 31, 2018. Programming write-offs are based on management's periodic assessment of programming usefulness.
There may be significant changes in the level of our technical and operating expenses due to content acquisition and/or original programming costs
and/or the impact of management's periodic assessment of programming usefulness. Such costs will also fluctuate with the level of amortization recorded
from owned original programming in each period based on the individual-film-forecast-computation method. As additional competition for programming
increases and alternative distribution technologies continue to develop, costs for content acquisition and original programming may increase.
International and Other
The increase in the International and Other segment was primarily due to an $89.7 million impact from the Levity and RLJE acquisitions. In addition,
technical and operating expense increased $13.3 million at our targeted SVOD services (Shudder and Sundance Now) due to the continued investment in
programming. Technical and operating expense decreased $19.6 million at AMCNI, excluding the impact of foreign currency fluctuations, due primarily to
reduced programming amortization resulting from termination of distribution in certain territories. Foreign currency translation had a favorable impact to the
change in technical and operating expense of $12.8 million.
41
Selling, general and administrative expense
The components of selling, general and administrative expense primarily include sales, marketing and advertising expenses, administrative costs and
costs of non-production facilities.
Selling, general and administrative expense increased $22.0 million to $679.4 million for 2019 as compared to 2018. The net change by segment was as
follows:
(In thousands)
National Networks
International and Other
Inter-segment eliminations
Total
Percentage of revenues, net
National Networks
Years Ended December 31,
2019
2018
$ change
% change
$
$
441,747
$
455,935
$
237,804
(107)
201,611
(89)
679,444
$
657,457
$
22.2 %
22.1 %
(14,188)
36,193
(18)
21,987
(3.1) %
18.0
20.2
3.3 %
The decrease in the National Networks segment selling, general and administrative expense was principally due to a $16.7 million decrease in
advertising and marketing costs related to the timing of promotion and marketing of original programming.
There may be significant changes in the level of our selling, general and administrative expense from quarter to quarter and year to year due to the
timing of promotion and marketing of original programming series and subscriber retention marketing efforts.
International and Other
The increase in the International and Other segment was primarily due to a $50.7 million impact from the acquisitions of Levity and RLJE, partially
offset by a decrease of $8.7 million at AMCNI, excluding the impact of foreign currency fluctuations. Foreign currency translation had a favorable impact to
the change in selling, general and administrative expense of $6.7 million.
Depreciation and amortization
Depreciation and amortization increased $9.8 million to $101.1 million for 2019 as compared to 2018. The net change by segment was as follows:
(In thousands)
National Networks
International and Other
Years Ended December 31,
2019
2018
$ change
% change
$
$
32,674 $
68,424
101,098 $
33,728 $
57,553
91,281 $
(1,054)
10,871
9,817
(3.1) %
18.9
10.8 %
The increase in depreciation and amortization expense in the International and Other segment was primarily due to a $6.4 million impact from the
acquisitions of Levity and RLJE as well as an increase in depreciation expense of $6.2 million related to corporate leasehold additions.
Impairment and related charges
In December 2019, in connection with the preparation of our fourth quarter financial information, we performed our annual goodwill impairment test
and concluded that the estimated fair value of our AMCNI reporting unit declined to less than its carrying amount. The decrease in the estimated fair value
was in response to current and expected trends across the International television broadcasting markets, as well as a decrease in the financial multiples used to
estimate the fair value using the market approach. As a result, we recognized an impairment charge of $98.0 million in 2019, reflecting a partial write-down
of the goodwill associated with the AMCNI reporting unit.
During 2019 and 2018, in connection with the dispositions of certain businesses, AMCNI recognized impairment charges of $8.6 million and $4.5
million, respectively.
Restructuring and other related charges
Restructuring and other related charges of $40.9 million for the year ended December 31, 2019 related to the management restructuring, which
commenced in the third quarter of 2019, and the AMC Networks SVOD organization restructuring, which commenced in the second quarter of 2019. In
connection with each of these restructuring initiatives, a
42
number of roles were eliminated to address redundancy at the management level and improve the effectiveness of management while reducing the cost
structure of the Company.
In connection with the restructuring initiative related to our management team, we incurred restructuring charges for severance and other personnel
related costs of $26.0 million, of which $13.5 million was attributable to the National Networks segment and $12.5 million was attributable to the
International and Other segment. We expect additional restructuring charges in the first quarter of 2020.
In connection with the AMC Networks SVOD restructuring, management made certain organization changes to the owned subscription streaming
services businesses. The restructuring combined our owned subscription streaming services under one management team. As a result, we incurred
restructuring charges of $1.9 million related to severance and other personnel related costs.
In connection with the organization changes in the AMC Networks SVOD business, we implemented changes to our strategy for our owned
subscription streaming services, including programming that will no longer be made available. As a result, we incurred other charges of $13.0 million related
to the write-off of programming associated with the reorganization and change in strategy.
Operating Income (Loss)
(In thousands)
National Networks
International and Other
Inter-segment Eliminations
Years Ended December 31,
2019
2018
$ change
% change
$
$
804,422 $
825,770 $
(170,039)
(9,106)
(93,326)
(5,535)
(21,348)
(76,713)
(3,571)
625,277 $
726,909 $
(101,632)
(2.6) %
82.2
64.5
(14.0) %
The decrease in operating income at the National Networks segment was primarily attributable to a decrease in revenues of $44.3 million, partially
offset by a decrease in technical and operating expense of $4.0 million, a decrease in selling, general and administrative expense of $14.2 million, and a
decrease in restructuring expense of $3.7 million
The increase in operating loss at the International and Other segment was primarily attributable to a net increase of $95.0 million in the combined
impairment and related charges and restructuring and other related charges, partially offset by an increase in operating income at AMCNI.
AOI
The following is a reconciliation of our consolidated operating income to consolidated AOI:
(In thousands)
Operating income
Share-based compensation expense
Depreciation and amortization
Impairment and related charges
Restructuring and other related charges
Majority owned equity investees AOI
Adjusted operating income
Years Ended December 31,
2019
2018
$ change
% change
$
625,277 $
726,909 $
(101,632)
(14.0) %
64,133
101,098
106,603
40,914
5,965
60,979
91,281
4,486
45,847
3,043
$
943,990 $
932,545 $
3,154
9,817
102,117
(4,933)
2,922
11,445
5.2
10.8
2,276.3
(10.8)
96.0
1.2 %
AOI increased $11.4 million to $944.0 million for 2019 as compared to 2018. The net change by segment was as follows:
(In thousands)
National Networks
International and Other
Inter-segment eliminations
AOI
Years Ended December 31,
2019
2018
$ change
% change
$
$
903,526 $
925,279 $
50,193
(9,729)
19,303
(12,037)
943,990 $
932,545 $
(21,753)
30,890
2,308
11,445
(2.4) %
160.0
(19.2)
1.2 %
National Networks AOI decreased due to the aforementioned explanation for the decrease in operating income.
43
International and Other AOI increased primarily due to an increase of $14.5 million at AMCNI, excluding the impact of foreign currency fluctuations,
and an increase of $15.6 million related to the impact of the acquisitions of Levity and RLJE (including the impact of AOI related to majority-owned equity
method investees).
Interest expense, net
The decrease in interest expense, net of $2.7 million is driven by an increase in interest income of $5.5 million, partially offset by an increase in interest
expense of $2.8 million due to a higher variable interest rate on our term loan.
Miscellaneous, net
The increase in miscellaneous expense, net of $35.2 million in 2019 as compared to 2018 was primarily driven by the absence of $50.4 million of gains
associated with the increase in fair value of our investment in RLJE recognized prior to the acquisition during 2018, partially offset by an $17.8 million
favorable variance in foreign currency transactions gains and losses. In addition, miscellaneous expense, net decreased $6.3 million associated with increased
earnings from equity method investees, partially offset by an increase related to the partial write-down of certain of our non-marketable equity securities and a
note receivable.
Income tax expense
Income tax expense was $78.5 million for the year ended December 31, 2019, representing an effective tax rate of 16%. The effective tax rate differs
from the federal statutory rate of 21% due primarily to tax benefit of $21.0 million resulting from a net decrease in valuation allowances for foreign deferred
tax assets, tax benefit of $11.5 million from a deferred tax adjustment to record the impact of an investment tax credit under the deferral method of
accounting, partially offset by state and local income tax expense of $12.2 million and $9.0 of tax expense from foreign operations.
Income tax expense was $156.3 million for the year ended December 31, 2018, representing an effective tax rate of 25%. The effective tax rate differs
from the federal statutory rate of 21% due primarily to tax expense of $16.4 million for an increase in valuation allowances for foreign taxes and U.S. foreign
tax credits; state and local income tax expense of $11.5 million and a tax benefit of $12.8 million for the one-time rate change on deferred tax assets and
liabilities that resulted from the extension of certain television production cost deductions included in the Bipartisan Budget Act of 2018 (enacted February 9,
2018) and return to provision adjustments.
44
Year Ended December 31, 2018 Compared to Year Ended December 31, 2017
The following table sets forth our consolidated results of operations for the periods indicated.
(In thousands)
Revenues, net
Operating expenses:
Technical and operating (excluding depreciation
and amortization)
Selling, general and administrative
Depreciation and amortization
Impairment and related charges
Restructuring and other related charges
Total operating expenses
Operating income
Other income (expense):
Interest expense, net
Loss on extinguishment of debt
Miscellaneous, net
Total other income (expense)
Income from operations before income taxes
Income tax expense
Net income including noncontrolling interests
Net income attributable to noncontrolling interests
Net income attributable to AMC Networks'
stockholders
Years Ended December 31,
2018
2017
Amount
2,971,929
$
% of
Revenues,
net
100.0 % $
Amount
2,805,691
% of
Revenues,
net
100.0 % $
$ change
166,238
% change
5.9 %
1,445,949
657,457
91,281
4,486
45,847
2,245,020
726,909
(135,813)
—
29,177
(106,636)
620,273
(156,306)
463,967
(17,780)
48.7
22.1
3.1
0.2
1.5
75.5
24.5
(4.6)
—
1.0
(3.6)
20.9
(5.3)
15.6 %
(0.6) %
1,341,076
613,342
94,638
28,148
6,128
2,083,332
722,359
(119,297)
(3,004)
40,320
(81,981)
640,378
(150,741)
489,637
(18,321)
47.8
21.9
3.4
1.0
0.2
74.3
25.7
(4.3)
(0.1)
1.4
(2.9)
22.8
(5.4)
17.5 %
(0.7) %
104,873
44,115
(3,357)
(23,662)
39,719
161,688
4,550
(16,516)
3,004
(11,143)
(24,655)
(20,105)
(5,565)
(25,670)
541
7.8
7.2
(3.5)
(84.1)
n/m
7.8
0.6 %
13.8
n/m
(27.6)
30.1
(3.1)
3.7
(5.2)
(3.0)
$
446,187
15.0 % $
471,316
16.8 % $
(25,129)
(5.3) %
45
National Networks Segment Results
The following table sets forth our National Networks segment results for the periods indicated.
(In thousands)
Revenues, net
Operating expenses:
Technical and operating (excluding
depreciation and amortization)
Selling, general and administrative
Depreciation and amortization
Restructuring and other related charges
Operating income
Share-based compensation expense
Depreciation and amortization
Restructuring and other related charges
AOI
Years Ended December 31,
2018
2017
Amount
2,413,325
$
% of
Revenues,
net
100.0 % $
Amount
2,367,615
% of
Revenues,
net
100.0 % $
$ change
% change
45,710
1.9 %
1,080,732
455,935
33,728
17,160
825,770
48,621
33,728
17,160
$
925,279
44.8
18.9
1.4
0.7
34.2
2.0
1.4
0.7
38.3 % $
1,064,580
451,820
33,702
(53)
817,566
43,697
33,702
(53)
894,912
45.0
19.1
1.4
—
34.5
1.8
1.4
—
37.8 % $
16,152
4,115
26
17,213
8,204
4,924
26
17,213
30,367
1.5
0.9
0.1
n/m
1.0
11.3
0.1
n/m
3.4 %
International and Other Segment Results
The following table sets forth our International and Other segment results for the periods indicated.
(In thousands)
Revenues, net
Operating expenses:
Technical and operating (excluding
depreciation and amortization)
Selling, general and administrative
Depreciation and amortization
Impairment and related charges
Restructuring and other related charges
Operating loss
Share-based compensation expense
Depreciation and amortization
Impairment and related charges
Restructuring and other related charges
Majority-owned equity investees AOI
AOI
$
Years Ended December 31,
2018
2017
Amount
$
598,306
% of
Revenues,
net
100.0 % $
Amount
457,182
% of
Revenues,
net
100.0 % $
$ change
% change
141,124
30.9 %
392,793
201,611
57,553
4,486
35,189
(93,326)
12,358
57,553
4,486
35,189
3,043
19,303
65.7
33.7
9.6
0.7
5.9
(15.6)
2.1
9.6
0.7
5.9
0.5
289,238
161,573
60,936
28,148
6,181
(88,894)
9,848
60,936
28,148
6,181
—
63.3
35.3
13.3
6.2
1.4
(19.4)
2.2
13.3
6.2
1.4
—
3.2 % $
16,219
3.5 % $
103,555
40,038
(3,383)
(23,662)
29,008
(4,432)
2,510
(3,383)
(23,662)
29,008
3,043
3,084
35.8
24.8
(5.6)
(84.1)
n/m
5.0
25.5
(5.6)
(84.1)
n/m
n/m
19.0 %
46
Revenues, net
Revenues, net increased $166.2 million to $3.0 billion for the year ended December 31, 2018 as compared to the year ended December 31, 2017. The
net change by segment was as follows:
(In thousands)
National Networks
International and Other
Inter-segment eliminations
Consolidated revenues, net
National Networks
2018
Years Ended December 31,
% of
total
2017
% of
total
$ change
% change
$
2,413,325
81.2 % $
2,367,615
84.4 % $
598,306
(39,702)
20.1
(1.3)
457,182
(19,106)
16.3
(0.7)
$
2,971,929
100.0 % $
2,805,691
100.0 % $
45,710
141,124
(20,596)
166,238
1.9 %
30.9
107.8
5.9 %
The increase in National Networks revenues, net was attributable to the following:
(In thousands)
Advertising
Distribution
•
•
2018
944,675
1,468,650
2,413,325
$
$
Years Ended December 31,
% of
total
39.1 % $
2017
959,551
% of
total
$ change
% change
40.5 % $
(14,876)
60.9
1,408,064
59.5
100.0 % $
2,367,615
100.0 % $
60,586
45,710
(1.6) %
4.3
1.9 %
Advertising revenues decreased $14.9 million driven by a decrease of $47.2 million at AMC due to lower ratings, partially mitigated by
pricing. The decrease at AMC was partially offset by increases at our other networks. Most of our advertising revenues vary based on the
timing of our original programming series and the popularity of our programming as measured by Nielsen.
Distribution revenues increased $60.6 million due to an increase in subscriptions revenues of $52.2 million across all of our networks
resulting from an increase in rates, partially offset by a slight decline in total subscribers. Content licensing revenues increased $8.4 million
due to an increase in the number of original programs we distributed. Distributions revenues may vary based on the impact of renewals of
affiliation agreements and content licensing revenues vary based on timing of availability of our programming to distributors.
The following table presents certain subscriber information at December 31, 2018 and December 31, 2017:
National Programming Networks:
AMC
WE tv
BBC AMERICA
IFC
SundanceTV
________________
(1) Estimated U.S. subscribers as measured by Nielsen.
47
Estimated Domestic Subscribers (1)
December 31,
2018
December 31,
2017
89,000
84,600
80,900
75,100
69,900
90,500
86,000
80,600
74,200
70,600
International and Other
The increase in International and Other revenues, net was attributable to the following:
(In thousands)
Advertising
Distribution
2018
91,404
506,902
598,306
$
$
Years Ended December 31,
% of
total
2017
15.3 % $
84.7
100.0 % $
89,894
367,288
457,182
% of
total
$ change
% change
19.7 % $
80.3
100.0 % $
1,510
139,614
141,124
1.7 %
38.0
30.9 %
The increase of $1.5 million in advertising revenues was principally due to the favorable impact of foreign currency translation of $1.2 million.
Distribution revenues increased primarily due to a $134.9 million impact from the Levity and RLJE acquisitions, increases at our targeted SVOD services
(Shudder and Sundance Now) of $9.3 million and an increase at IFC Films of $2.3 million. Foreign currency translation had a favorable impact to distribution
revenue of $8.8 million which was offset by a decrease of $10.7 million due to the absence of revenue from the sale of AMCNI – DMC (sold in July 2017).
Technical and operating expense (excluding depreciation and amortization)
The components of technical and operating expense primarily include the amortization and write-offs of program rights, such as those for original
programming, feature films and licensed series, participation and residual costs, distribution and production related costs and program delivery costs, such as
transmission, encryption, hosting, and formatting.
Technical and operating expense (excluding depreciation and amortization) increased $104.9 million to $1.4 billion for 2018 as compared to 2017. The
net change by segment was as follows:
(In thousands)
National Networks
International and Other
Inter-segment eliminations
Total
Percentage of revenues, net
National Networks
$
$
Years Ended December 31,
2018
1,080,732
$
2017
1,064,580
$
392,793
(27,576)
289,238
(12,742)
1,445,949
$
1,341,076
$
48.7 %
47.8 %
$ change
% change
16,152
103,555
(14,834)
104,873
1.5 %
35.8
116.4
7.8 %
The increase in technical and operating expense was primarily attributable to an increase of $28.2 million in other direct programming costs which
includes participation, development costs and delivery expenses, partially offset a decrease in program rights amortization expense of $12.0 million. Program
rights amortization expense includes write-offs of $48.8 million for the year ended December 31, 2018 primarily based on management's assessment of
programming usefulness of certain original programming and development costs at AMC and unscripted series at WE tv, as compared to program rights
write-offs of $47.7 million primarily related to certain original programming and development costs at AMC for the year ended December 31, 2017.
There may be significant changes in the level of our technical and operating expenses due to content acquisition and/or original programming costs
and/or the impact of management's periodic assessment of programming usefulness. Such costs will also fluctuate with the level of amortization recorded
from owned original programming in each period based on the individual-film-forecast-computation method. As additional competition for programming
increases and alternate distribution technologies continue to develop in the industry, costs for content acquisition and original programming may increase.
International and Other
The increase in the International and Other segment was primarily due to an $88.0 million impact from the Levity and RLJE acquisitions. In addition,
technical and operating expense increased $10.3 million at our targeted SVOD services (Shudder and Sundance Now) due to the continued investment in
programming and an increase of $11.5 million at AMCNI due to the increased investment in content and other direct programming costs, partially offset by
the absence of $7.0 million in costs related to AMCNI – DMC (sold in July 2017). Foreign currency translation had an unfavorable impact to the change in
technical and operating expense of $4.9 million.
48
Selling, general and administrative expense
The components of selling, general and administrative expense primarily include sales, marketing and advertising expenses, administrative costs and
costs of non-production facilities.
Selling, general and administrative expense increased $44.1 million to $657.5 million for 2018 as compared to 2017. The net change by segment was as
follows:
(In thousands)
National Networks
International and Other
Inter-segment eliminations
Total
Percentage of revenues, net
National Networks
Years Ended December 31,
2018
2017
$ change
% change
$
$
455,935
$
451,820
$
201,611
(89)
161,573
(51)
657,457
$
613,342
$
22.1 %
21.9 %
4,115
40,038
(38)
44,115
0.9 %
24.8
74.5
7.2 %
The increase in the National Networks segment selling, general and administrative expense was driven principally as a result of a $10.2 million increase
in employee related costs and professional fees, partially offset by a decrease in sales and marketing related costs of $6.1 million related to timing of the
promotion and marketing of original programming.
There may be significant changes in the level of our selling, general and administrative expense from quarter to quarter and year to year due to the
timing of promotion and marketing of original programming series and subscriber retention marketing efforts.
International and Other
The increase in the International and Other segment was primarily due to a $41.4 million impact from the acquisitions of Levity and RLJE. In addition,
increases in selling, general and administrative expense across the segment were offset by a decrease at AMCNI due to the absence of costs related to
AMCNI – DMC (sold in July 2017), partially offset by an increase at IFC Films. Foreign currency translation had an unfavorable impact to the change in
selling, general and administrative expense of $1.7 million.
Depreciation and amortization
Depreciation and amortization decreased $3.4 million to $91.3 million for 2018 as compared to 2017. The net change by segment was as follows:
(In thousands)
National Networks
International and Other
Years Ended December 31,
2018
2017
$ change
% change
$
$
33,728 $
57,553
91,281 $
33,702 $
60,936
94,638 $
26
(3,383)
(3,357)
0.1 %
(5.6)
(3.5) %
The decrease in depreciation and amortization expense in the International and Other segment was attributable to a decrease in amortization expense of
$4.2 million due the absence of a $9.0 million charge recorded in 2017 resulting from accelerated amortization of certain identifiable intangible assets at
AMCNI, partially offset by an increase in amortization expense of $6.0 million from intangible assets related to the acquisitions of Levity and RLJE. The net
decrease in amortization expense was partially offset by an increase in depreciation expense of $2.2 million as a result of the property and equipment acquired
in connection with the acquisitions, as well as an increase of $3.9 million related to leasehold additions, partially offset by a decrease of $5.3 million due to
the absence of AMCNI – DMC (sold in July 2017). Foreign currency translation had an unfavorable impact to the change in depreciation and amortization of
$0.8 million.
Impairment and related charges
In September 2018, in connection with the disposition of a business, AMCNI recognized a $4.4 million charge primarily related to program rights.
In July 2017, we completed the sale of our Amsterdam-based media logistics facility, AMCNI – DMC. In connection with the sale, we recognized an
impairment charge of $17.1 million to reflect the AMCNI-DMC assets held for sale at fair value less estimated sale costs and an $11.0 million pre-tax loss on
sale.
49
Restructuring and other related charges
Restructuring expense of $45.8 million for the year ended December 31, 2018 related to (i) a restructuring plan commenced by management in
September 2018 designed to reduce the cost structure of the Company and improve the organizational design of the Company through the elimination of
certain roles and the re-alignment of certain senior leaders to new or additional responsibilities and (ii) the termination of distribution in certain territories at
AMCNI. The components of the 2018 restructuring charge by segment was are follows:
(In thousands)
National Networks
International and Other (a)
Inter-segment Eliminations
Restructuring
Plan
2018 Restructuring Charge
Distribution
Exits
$
$
17,160 $
18,803
—
35,963 $
— $
16,386
(6,502)
9,884 $
Total
17,160
35,189
(6,502)
45,847
(a) Restructuring expense in the International and Other segment includes $9.4 million related to corporate headquarters severance charges.
Restructuring expense of $6.1 million for the year ended December 31, 2017 related to charges incurred at the International and Other segment for
corporate headquarters severance costs of $2.6 million and charges incurred at AMCNI related to costs associated with the termination of distribution in
certain territories of $3.5 million.
Operating Income
(In thousands)
National Networks
International and Other
Inter-segment Eliminations
Years Ended December 31,
2018
2017
$ change
% change
$
$
825,770 $
817,566 $
(93,326)
(5,535)
(88,894)
(6,313)
726,909 $
722,359 $
8,204
(4,432)
778
4,550
1.0 %
5.0
(12.3)
0.6 %
The increase in operating income at the National Networks segment was primarily attributable to an increase in revenues of $45.7 million, partially
offset by an increase in restructuring expense of $17.2 million, an increase in technical and operating expense of $16.2 million and an increase in selling,
general and administrative expense of $4.1 million.
The increase in operating loss at the International and Other segment was primarily attributable to a net increase in expense of $5.3 million related to
restructuring charges and impairment and other charges combined in 2018 as compared to 2017 (see discussion above) and a net operating loss of $2.8
million from Levity and RLJE. Depreciation and amortization decreased $11.6 million (excluding the impact of the acquisitions of Levity and RLJE)
principally due to the accelerated amortization expense of $9.0 million recorded at AMCNI in 2017. Foreign currency translation had a favorable impact to
the change in operating income of $2.7 million.
AOI
The following is a reconciliation of our consolidated operating income to consolidated AOI:
(In thousands)
Operating income
Share-based compensation expense
Depreciation and amortization
Impairment and related charges
Restructuring and other related charges
Majority owned equity investees AOI
Adjusted operating income
Years Ended December 31,
2018
2017
$ change
% change
$
726,909 $
722,359 $
60,979
91,281
4,486
45,847
3,043
53,545
94,638
28,148
6,128
—
$
932,545 $
904,818 $
4,550
7,434
(3,357)
(23,662)
39,719
3,043
27,727
0.6 %
13.9
(3.5)
(84.1)
648.2
n/m
3.1 %
50
AOI increased $27.7 million to $932.5 million for 2018 as compared to 2017. The net change by segment was as follows:
(In thousands)
National Networks
International and Other
Inter-segment eliminations
AOI
Years Ended December 31,
2018
2017
$ change
% change
$
$
925,279 $
894,912 $
19,303
(12,037)
16,219
(6,313)
932,545 $
904,818 $
30,367
3,084
(5,724)
27,727
3.4 %
19.0
90.7
3.1 %
National Networks AOI increased due to an increase in revenues, net of $45.7 million, partially offset by an increase in technical and operating
expenses of $16.2 million resulting primarily from an increase in other direct programming costs.
International and Other AOI increased due to an increase in revenues, net of $141.1 million, partially offset by an increase in technical and operating
expenses of $103.6 million, an increase in selling, general and administrative expenses (excluding stock based compensation) of $38.3 million. The
acquisitions of Levity and RLJE had a favorable impact on AOI of $8.4 million (which includes an increase of $3.0 million related to the AOI of greater than
majority-owned equity method investees). Foreign currency translation had a favorable impact on AOI of approximately $4.4 million.
Interest expense, net
The increase in interest expense, net of $16.5 million from 2017 to 2018 was attributable an increase in interest expense of $21.0 million primarily
resulting from the issuance of our $800 million in aggregate principal amount of 4.75% Senior Notes due 2025 on July 28, 2017, partially offset by an
increase in interest income of $4.5 million principally due to interest income earned in 2018 (through the date of acquisition) on term loans entered into with
RLJE in October 2016 and fuboTV in April 2018, and an increase in interest earned on cash balances due to an increase in interest rates compared to the same
period in 2017.
Loss on extinguishment of debt
The loss on extinguishment of debt for the year ended December 31, 2017 of $3.0 million was primarily due to the write-off of a portion of unamortized
deferred financing costs following the amendment of our Term Loan A Facility in July 2017.
Miscellaneous, net
The decrease in miscellaneous, net of $11.1 million was principally the result of a $21.8 million unfavorable variance in the foreign currency
remeasurement of monetary assets and liabilities that are denominated in currencies other than the underlying functional currency of the applicable entity
from both foreign currency transactions as well as intercompany loans and impairment charges of $13.5 million for the partial write-down of certain of our
investments. Partially offsetting such decreases are an increase of $22.1 million in gains on derivative instruments principally due to the value of derivative
instruments and warrants held related to RLJE (recorded through the date of acquisition) and an increase in the value of our marketable equity securities of
$4.6 million primarily driven by a gain recorded through the date of acquisition in the fair market value of RLJE common shares held of $14.1 million,
partially offset by a decrease in value of one of our marketable equity securities of $9.5 million. The gains recorded related to RLJE are driven by the increase
in the fair value of RLJE common stock as a result of our agreement to acquire all the outstanding shares of RLJE for a purchase price of $6.25 per share (see
further discussion below under heading "Other Matters").
Income tax expense
Income tax expense was $156.3 million for the year ended December 31, 2018, representing an effective tax rate of 25%. The effective tax rate differs
from the federal statutory rate of 21% due primarily to tax expense of $16.4 million for an increase in valuation allowances for foreign taxes and U.S. foreign
tax credits; state and local income tax expense of $11.5 million and a tax benefit of $12.8 million for the one-time rate change on deferred tax assets and
liabilities that resulted from the extension of certain television production cost deductions included in the Bipartisan Budget Act of 2018 (enacted February 9,
2018) and return to provision adjustments.
Income tax expense was $150.7 million for the year ended December 31, 2017, representing an effective tax rate of 24%. The effective tax rate differs
from the federal statutory rate of 35% due primarily to tax benefit of $67.9 million which represents the one-time impact of the change in the corporate tax
rate on deferred tax assets and liabilities, tax benefit from the domestic production activities deduction of $19.3 million, tax benefit from foreign subsidiary
earnings indefinitely reinvested outside of the U.S. of $4.6 million, tax benefit of $2.7 million resulting from an decrease in the valuation allowance relating
primarily to foreign and local taxes, tax expense of $11.0 million resulting from the one-time transition tax on undistributed foreign earnings, net of foreign
taxes deemed paid, state income tax expense of $9.5 million, and tax expense of $3.3 million related to uncertain tax positions, including accrued interest.
51
Liquidity and Capital Resources
Overview
Our operations have historically generated positive net cash flow from operating activities. However, each of our programming businesses has
substantial programming acquisition and production expenditure requirements.
Sources of cash primarily include cash flow from operations, amounts available under our revolving credit facility and access to capital markets.
Although we currently believe that amounts available under our revolving credit facility will be available when and if needed, we can provide no assurance
that access to such funds will not be impacted by adverse conditions in the financial markets. The obligations of the financial institutions under our revolving
credit facility are several and not joint and, as a result, a funding default by one or more institutions does not need to be made up by the others. As a public
company, we may have access to capital and credit markets.
The Company's Board of Directors has authorized a program to repurchase up to $1.5 billion of its outstanding shares of common stock (the "Stock
Repurchase Program"). The Stock Repurchase Program has no pre-established closing date and may be suspended or discontinued at any time. For the year
ended December 31, 2019, the Company repurchased 1.3 million shares of its Class A common stock at an average purchase price of $54.24 per share. As of
December 31, 2019, the Company had $488.8 million available for repurchase under the Stock Repurchase Program.
Our principal uses of cash include the acquisition and production of programming, debt service, repurchases of outstanding debt and common stock,
payments for income taxes and investments and acquisitions. We continue to increase our investment in original programming, the funding of which generally
occurs six to nine months in advance of a program's airing. We expect this increased investment to continue in 2020.
As of December 31, 2019, our consolidated cash and cash equivalents balance includes approximately $125.3 million held by foreign subsidiaries.
Most or all of the earnings of our foreign subsidiaries will continue to be permanently reinvested in foreign operations and we do not expect to incur any
significant, additional taxes related to such amounts, nor have any been provided for in the current period.
We believe that a combination of cash-on-hand, cash generated from operating activities and availability under our revolving credit facility will provide
sufficient liquidity to service the principal and interest payments on our indebtedness, along with our other funding and investment requirements over the next
twelve months and over the longer term. However, we do not expect to generate sufficient cash from operations to repay at maturity the entirety of the then
outstanding balances of our debt. As a result, we will then be dependent upon our ability to access the capital and credit markets in order to repay or refinance
the outstanding balances of our indebtedness. Failure to raise significant amounts of funding to repay these obligations at maturity would adversely affect our
business. In such a circumstance, we would need to take other actions including selling assets, seeking strategic investments from third parties or reducing
other discretionary uses of cash. See Item 1A, "Risk Factors – Risks Related to Our Debt" in this Annual Report.
Cash Flow Discussion
The following table is a summary of cash flows provided by (used in) operations for the periods indicated:
(In thousands)
Cash provided by operating activities
Cash used in investing activities
Cash used in financing activities
Net increase in cash and cash equivalents
Operating Activities
Years Ended December 31,
2019
2018
2017
$
483,748 $
606,547 $
(89,707)
(131,126)
262,915
(260,184)
(314,607)
31,756
385,729
(130,602)
(204,210)
50,917
Net cash provided by operating activities amounted to $483.7 million for the year ended December 31, 2019 as compared to $606.5 million for the year
ended December 31, 2018. In 2019, net cash provided by operating activities resulted from $1.7 billion of net income before amortization of program rights,
depreciation and amortization, share-based compensation and other non-cash items, which was partially offset by payments for program rights of $969.9
million, an increase in prepaid expenses and other assets of $142.3 million primarily related to an increase in production tax credits and taxes receivable, an
increase in accounts receivable, trade of $43.3 million due to the timing of cash receipts, and a decrease in accounts payable, accrued liabilities and other
liabilities of $28.4 million primarily as a result of lower employee related liabilities. Changes in all other assets and liabilities during the year resulted in a
decrease in cash of $5.1 million.
In 2018, net cash provided by operating activities resulted from $1.6 billion of net income before amortization of program rights, depreciation and
amortization, share-based compensation and other non-cash items, which was partially offset by
52
payments for program rights of $978.8 million. Additionally, income taxes payable decreased $17.0 million and accounts payable, accrued expenses and other
liabilities increased $48.9 million primarily due to higher accruals for participation and residuals, partially offset by lower employee related liabilities at
December 31, 2018 as compared to the prior year. Accounts receivable, trade, increased $52.1 million at December 31, 2018 as compared to the prior year
primarily driven by higher distribution revenues as well as timing of cash receipts. Changes in all other assets and liabilities during the year resulted in a
decrease in cash of $13.4 million.
In 2017, net cash provided by operating activities resulted from $1.5 billion of net income before amortization of program rights, depreciation and
amortization, loss on extinguishment of debt, impairment charges and other non-cash items, which was partially offset by payments for program rights of
$996.8 million. Additionally, income taxes payable decreased $22.0 million and accounts payable, accrued expenses and other liabilities increased $15.6
million primarily due to higher accrued interest and participation and residuals, partially offset by lower employee related liabilities at December 31, 2017 as
compared to the prior year. Accounts receivable, trade, increased $74.6 million at December 31, 2017 as compared to the prior year primarily driven by
higher distribution revenues as well as timing of cash receipts and prepaid expenses and other assets increased $60.0 million. Changes in all other assets and
liabilities during the year resulted in a decrease in cash of $16.2 million.
Investing Activities
Net cash used in investing activities for the years ended December 31, 2019, 2018 and 2017 was $89.7 million, $260.2 million and $130.6 million,
respectively. In 2019, net cash used in investing activities was primarily related to capital expenditures of $91.6 million, primarily related to leasehold
improvements, and the purchase of investments of $3.5 million, partially offset by a return of capital from investees of $5.4 million.
In 2018, net cash used in investing activities was primarily related to capital expenditures of $89.8 million, primarily related to modernization and
improvements of facilities and equipment, payments for acquisitions, net of cash acquired of $84.4 million related to Levity and RLJE, and the purchase of
several minority investments, including loans to investees, of $90.1 million, partially offset by a return of capital from investees.
In 2017, net cash used in investing activities was primarily related to capital expenditures of $80.0 million, and investments of $53.0 million which
included additional funding for RLJE and the purchase of several minority investments.
Financing Activities
Net cash used in financing activities amounted to $131.1 million for the year ended December 31, 2019 as compared to $314.6 million for the year
ended December 31, 2018 and $204.2 million for the year ended December 31, 2017. In 2019, financing activities primarily consisted of purchases of Class A
Common Stock of $70.6 million under our Stock Repurchase Program, principal payments on long-term debt of $23.0 million, taxes paid in lieu of shares
issued for equity-based compensation of $23.0 million, and distributions to noncontrolling members of $15.6 million.
In 2018, financing activities primarily consisted of purchases of Class A Common Stock of $283.1 million under our Stock Repurchase Program,
distributions to noncontrolling members of $14.3 million, and taxes paid in lieu of shares issued for equity-based compensation of $16.8 million.
In 2017, financing activities primarily consisted of net proceeds of $786.0 million from the issuance of the 4.75% Notes due 2025 and $750.0 million
proceeds for the new Term Loan A Facility, partially offset by payments on the old Term Loan A Facility of $1.3 billion. In addition, net cash used in
financing activities includes purchases of Class A Common Stock of $434.2 million under our Stock Repurchase Program, distributions to a noncontrolling
member of $18.6 million, taxes paid in lieu of shares issued for equity-based compensation of $14.5 million, payments for financing costs of $10.4
million, and principal payments on capital lease obligations of $4.6 million.
53
Debt Financing Agreements
The Company's principal amount of long-term debt consists of:
(In thousands)
Senior Secured Credit Facility:(a)
Term Loan A Facility
Senior Notes:
4.75% Notes due August 2025
5.00% Notes due April 2024
4.75% Notes due December 2022
Other debt
Principal amount of debt
December 31, 2019
December 31, 2018
$
$
731,250 $
750,000
800,000
1,000,000
600,000
—
3,131,250 $
800,000
1,000,000
600,000
2,584
3,152,584
(a) The Company's $500 million revolving credit facility remains undrawn at December 31, 2019. Total undrawn revolver commitments are available to
be drawn for general corporate purposes of the Company.
Subsequent Event - Partial Redemption of 4.75% Notes due 2022
On February 3, 2020, we announced our intention to redeem $200 million of the outstanding $600 million principal amount of our 4.75% Notes due
2022. The 4.75% Notes due 2022 will be redeemed on March 4, 2020 (the "Redemption Date") at a redemption price of 100.792% of the principal amount of
the 4.75% Notes due 2022, plus accrued and unpaid interest to, but excluding, the Redemption Date.
Additional information regarding our outstanding indebtedness and the significant terms and provisions of our Senior Secured Credit Facility and our
Senior Notes is discussed in Note 12 to the accompanying consolidated financial statements included in this Annual Report on Form 10-K and is incorporated
herein by reference.
Contractual Obligations and Off Balance Sheet Arrangements
Contractual Obligations
Our contractual obligations as of December 31, 2019 are summarized in the following table:
(In thousands)
Debt obligations:
Principal payments
Interest payments (1)
Purchase obligations (2)
Operating lease obligations (3)
Finance lease obligations (3)
Total
Payments due by period
Total
Year 1
Years
2 - 3
Years
4 - 5
More than
5 years
$
3,131,250 $
56,250 $
750,000 $
1,525,000 $
800,000
609,592
933,444
268,726
28,776
140,031
291,108
39,446
5,863
271,351
178,419
67,011
8,805
160,210
51,202
69,306
8,911
38,000
412,715
92,963
5,197
$
4,971,788 $
532,698 $
1,275,586 $
1,814,629 $
1,348,875
(1) Interest on variable rate debt and the variable portion of interest rate swap contracts is estimated based on a LIBOR yield curve as of December 31,
2019.
(2) Purchase obligations consist primarily of program rights obligations, participations, residuals, and transmission and marketing commitments.
(3) Operating and finance lease obligation amounts include imputed interest.
The contractual obligations table above does not include any liabilities for uncertain income tax positions due to the fact that we are unable to
reasonably predict the ultimate amount or timing of any related payments in settlement of our liabilities for uncertain income tax positions. At December 31,
2019, the liability for uncertain tax positions was $18.6 million, excluding the related accrued interest liability of $4.6 million and deferred tax assets of $4.1
million. See Note 16 to the accompanying consolidated financial statements for further discussion of the Company's income taxes.
In connection with the 2018 acquisition of RLJE, the terms of the operating agreement provide the noncontrolling member with a right to put all of its
noncontrolling interest to a subsidiary of the Company at the greater of the then fair market value or enterprise value of RLJE, in each case pursuant to the
operating agreement and applied to the equity interest. The put
54
option is exercisable following the seven year anniversary of the agreement (October 31, 2025), or earlier upon a change of control. The above table does not
include any future payments that would be required upon the exercise of these put rights.
In connection with the 2018 acquisition of Levity, the terms of the operating agreement provide the noncontrolling interest holders with a right to put
50% of their interests to a subsidiary of the Company on the four year anniversary of the agreement (April 20, 2022), and a right to put all of their interests to
the Company on the six year anniversary of the agreement (April 20, 2024). The put rights are at fair market value. The above table does not include any
future payments that would be required upon the exercise of these put rights.
In connection with the 2014 acquisition of BBC AMERICA, the terms of the agreement provide the BBC with a right to put all of its 50.1%
noncontrolling interest to a subsidiary of the Company at the greater of the then fair value or the fair value of the initial equity interest at the closing date of
the acquisition. The put option is exercisable on the fifteen (October 23, 2029) and twenty-five (October 23, 2039) year anniversaries of the agreement. The
above table does not include any future payments that would be required upon the exercise of these put rights.
Off-Balance Sheet Arrangements
We have no material off-balance sheet arrangements (as defined in Item 303(a)(4) of Regulation S-K).
Critical Accounting Policies and Estimates
In preparing our consolidated financial statements, we are required to make certain estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. These estimates and
assumptions can be subjective and complex and, consequently, actual results could differ materially from our estimates and assumptions. We base our
estimates on historical experience, known or expected trends and other assumptions that we believe are reasonable under the circumstances.
We believe the following critical accounting policies comprise the more significant judgments and estimates used in the preparation of our consolidated
financial statements:
Program Rights
Licensed rights to programming, including feature films and episodic series, are stated at the lower of amortized cost or net realizable value. Such
rights along with the related obligations are recorded at the contract value when a license agreement is executed, unless there is uncertainty with respect to
either cost, acceptability or availability. If such uncertainty exists, those rights and obligations are recorded at the earlier of when the uncertainty is resolved or
when the license period begins. Costs are amortized to technical and operating expense on a straight-line or accelerated basis over a period not to exceed the
respective license periods. We periodically review the remaining useful lives of our licensed program rights based on several factors, including expected
future revenue generation from airings on our networks and other exploitation opportunities, ratings, type and quality of program material, standards and
practices and fitness for exhibition through various forms of distribution. If it is determined that film or other program rights have limited, or no, future
programming usefulness, the remaining useful life of such rights is adjusted accordingly, which may result in the accelerated amortization or write-off of such
costs to technical and operating expense.
Our owned original programming is produced by production companies, with the remainder produced by us. Owned original programming costs,
including certain development and estimated participation and residual costs are amortized to technical and operating expense over their estimated useful
lives, commencing upon the first airing, based on attributable revenue for airings to date as a percentage of total projected attributable revenue ("ultimate
revenue") under the individual-film-forecast-computation method. We base our estimates of projected attributable revenue on distribution and advertising
revenues historically generated from similar content in comparable markets, and projected program usage. Projected program usage is based on our current
expectation of future exhibitions. We periodically review attributable revenue estimates and projected program usage and revise our assumptions if necessary,
which could either accelerate or delay the timing of amortization expense or result in a write-down of the unamortized costs to fair value. For example, a
program's strong performance could result in increased usage and increased attributable revenues in a particular period, resulting in accelerated amortization
of costs in that period. Poor ratings may result in the reduction of attributable revenue from planned usage or the abandonment of a program, which would
require a write-off of any unamortized costs. Actual attributable revenue and exhibitions may vary from our projections due to factors such as market
acceptance, levels of distribution and advertising revenue, resulting in changes to our decisions regarding planned program usage. A failure to adjust for a
downward change in estimates of ultimate revenues could result in the understatement of program rights amortization expense for the period. Any capitalized
development costs for programs that we determine will not be produced are also written off. Historically, other than instances of write-offs associated with
our decisions to abandon programming, actual ultimate revenue amounts have not significantly differed from our estimates of ultimate revenue.
55
Program rights write-offs of $40.9 million, $50.5 million and $49.4 million were recorded for the years ended December 31, 2019, 2018 and 2017,
respectively.
Useful Lives of Affiliate Intangible Assets
The carrying amount of our intangible assets as of December 31, 2019 is $524.5 million, of which $384.0 million is comprised of affiliate relationships
acquired in business combinations. Useful lives of affiliate relationships (ranging from 6 to 25 years) are initially determined based upon weighted average
remaining terms of agreements in place with major distributors when purchase accounting is applied, plus an assumption for expected renewals. We
periodically update our assumption for expected renewals based on recent experience and known or expected trends. We have historically been successful in
renewing our major affiliation agreements and expect to renew such agreements in the future. However, if renewal trends deteriorate in the future (e.g., failure
to renew, or renewals with significantly shorter terms), we may revise the remaining useful lives of affiliate intangible assets, resulting in higher amortization
expense in future periods.
Goodwill
Goodwill is not amortized, but instead is tested for impairment at the reporting unit level annually as of December 1, or more frequently upon the
occurrence of certain events or substantive changes in circumstances. The annual goodwill impairment test allows for the option to first assess qualitative
factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is determined, on the basis of
qualitative factors, that the fair value of a reporting unit is, more likely than not, less than its carrying value, the quantitative impairment test is required. In
accordance with Accounting Standards Update 2017-04 Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, the
Company recognizes goodwill impairment as the difference between the carrying amount of a reporting unit and its fair value, but not to exceed the carrying
amount of goodwill.
The carrying amount of goodwill, by operating segment is as follows:
National Networks
International and Other
December 31, 2019
$
$
237,103
464,877
701,980
Based on our annual impairment test for goodwill as of December 1, 2019, in response to current and expected trends across the International
television broadcasting markets, we recognized an impairment charge of $98.0 million to reduce the carrying amount of our AMCNI reporting unit to its fair
value. Consistent with prior assessments, fair value was determined using a combination of an income approach, using a discounted cash flow model (DCF),
and a market approach. The DCF model includes significant assumptions about revenue growth rates, long-term growth rates and enterprise specific discount
rates. Additionally, assumptions related to guideline company financial multiples used in the market approach decreased based on current market
observations.
Recently Issued Accounting Pronouncements
The information regarding recently issued accounting pronouncements is discussed in Note 2 to the accompanying consolidated financial statements
included in this Annual Report on Form 10-K and is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk.
Fair Value of Debt
Based on the level of interest rates prevailing at December 31, 2019, the fair value of our fixed rate debt of $2.43 billion was higher than its carrying
value of $2.37 billion by $55.6 million. The fair value of these financial instruments is estimated based on reference to quoted market prices for these or
comparable securities. A hypothetical 100 basis point decrease in interest rates prevailing at December 31, 2019 would increase the estimated fair value of our
fixed rate debt by approximately $54.5 million to approximately $2.5 billion.
Managing our Interest Rate Risk
To manage interest rate risk, we enter into interest rate swap contracts from time to time to adjust the amount of total debt that is subject to variable
interest rates. Such contracts effectively fix the borrowing rates on floating rate debt to limit the exposure against the risk of rising rates. We do not enter into
interest rate swap contracts for speculative or trading purposes and we only enter into interest rate swap contracts with financial institutions that we believe
are creditworthy counterparties. We monitor the financial institutions that are counterparties to our interest rate swap contracts and to the extent possible
diversify our swap contracts among various counterparties to mitigate exposure to any single financial institution.
56
As of December 31, 2019, we have $3.1 billion principal amount of debt outstanding (excluding finance leases), of which $731.3 million principal
amount outstanding under the Credit Facility is subject to variable interest rates. A hypothetical 100 basis point increase in interest rates prevailing at
December 31, 2019 would increase our annual interest expense by approximately $7.2 million.
As of December 31, 2019, we have interest rate swap contracts outstanding with notional amounts aggregating $100.0 million that are designated as
cash flow hedges. The aggregate fair values of interest rate swap contracts at December 31, 2019 was a net liability of $2.0 million. The interest rate paid on
approximately 80% of our debt (excluding finance leases) as of December 31, 2019 is effectively fixed (77% being fixed rate obligations and 3% effectively
fixed through utilization of these interest rate swap contracts). Cumulative unrealized losses, net of tax on the portion of floating-to-fixed interest rate swaps
designated as cash flow hedges was $1.5 million and is included in accumulated other comprehensive loss.
Managing our Foreign Currency Exchange Rate Risk
We are exposed to foreign currency risk to the extent that we enter into transactions denominated in currencies other than our subsidiaries' respective
functional currencies (non-functional currency risk), such as affiliation agreements, programming contracts, certain trade receivables and accounts payable
(including intercompany amounts) that are denominated in a currency other than the applicable functional currency. Changes in exchange rates with respect to
amounts recorded in our consolidated balance sheets related to these items will result in unrealized (based upon period-end exchange rates) or realized foreign
currency transaction gains and losses upon settlement of the transactions. Moreover, to the extent that our revenue, costs and expenses are denominated in
currencies other than our respective functional currencies, we will experience fluctuations in our revenue, costs and expenses solely as a result of changes in
foreign currency exchange rates.
As a result of our international expansion in recent years, we expect the exposure to foreign currency fluctuations will have a more significant impact on
our financial position and results of operations.
To manage foreign currency exchange rate risk, we enter into foreign currency contracts from time to time with financial institutions to limit our
exposure to fluctuations in foreign currency exchange rates. We do not enter into foreign currency contracts for speculative or trading purposes.
The Company recognized $11.1 million, $(6.8) million and $15.0 million of foreign currency transaction gains (losses) for the years ended
December 31, 2019, 2018 and 2017, respectively, resulting from the translation of monetary assets and liabilities that are denominated in currencies other than
the underlying functional currency of the applicable entity. Unrealized foreign currency transaction gains or losses are computed based on period-end
exchange rates and are non-cash in nature until such time as the amounts are settled. Such amount is included in miscellaneous, net in the consolidated
statements of income.
We also are exposed to fluctuations of the U.S. dollar (our reporting currency) against the currencies of our operating subsidiaries when their respective
financial statements are translated into U.S. dollars for inclusion in our consolidated financial statements. Cumulative translation adjustments are recorded in
accumulated other comprehensive income (loss) as a separate component of equity. Any increase (decrease) in the value of the U.S. dollar against any foreign
currency that is the functional currency of one of our operating subsidiaries will cause us to experience unrealized foreign currency translation losses (gains)
with respect to amounts already invested in such foreign currencies. Accordingly, we may experience a negative impact on our comprehensive income (loss)
and equity with respect to our holdings solely as a result of changes in foreign currency exchange rates.
Item 8. Financial Statements and Supplementary Data.
The Financial Statements required by this Item 8 appear beginning on page 66 of this Annual Report, and are incorporated by reference herein.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
An evaluation was carried out under the supervision and with the participation of the Company's management, including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-
15(e) under the Securities Exchange Act of 1934, as amended). Based upon that evaluation as of December 31, 2019, the Company's Chief Executive Officer
and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective.
57
(b) Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining effective internal control over financial reporting, as such term is defined under the
Securities Exchange Act of 1934 Rule 13a-15(f). The Company's internal control over financial reporting includes those policies and procedures that (i)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors
of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
Company's assets that could have a material effect on the financial statements.
Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements prepared for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Under the supervision and with the participation of management, including the Company's Chief Executive Officer and Chief Financial Officer, we
conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated
Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the
framework in Internal Control — Integrated Framework, our management concluded that our internal control over financial reporting was effective as of
December 31, 2019.
(c) Attestation Report of Independent Registered Public Accounting Firm
The effectiveness of the Company's internal control over financial reporting as of December 31, 2019 has been audited by KPMG LLP, an independent
registered public accounting firm, as stated in their attestation report appearing on page F-1.
(d) Changes in Internal Control over Financial Reporting
During the three months ended December 31, 2019, there were no changes in the Company's internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Item 9B. Other Information.
None.
58
Item 10. Directors, Executive Officers and Corporate Governance.
Part III
Information relating to our directors, executive officers and corporate governance will be included in our definitive Proxy Statement for our 2020
Annual Meeting of Stockholders, which will be filed within 120 days of the year ended December 31, 2019 (the "2020 Proxy Statement"), which is
incorporated herein by reference.
Item 11. Executive Compensation.
Information relating to executive compensation will be included in the 2020 Proxy Statement, which is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Information relating to the beneficial ownership of our common stock and related stockholder matters will be included in the 2020 Proxy Statement,
which is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information relating to certain relationships and related transactions and director independence will be included in the 2020 Proxy Statement, which is
incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
Information relating to principal accountant fees and services will be included in the 2020 Proxy Statement, which is incorporated herein by reference.
59
Part IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Documents filed as part of the Form 10-K:
The following items are filed as part of this Annual Report:
(1) The financial statements as indicated in the index set forth on page 66.
(2) Financial statement schedule:
Schedule II—Valuation and Qualifying Accounts
Schedules other than that listed above have been omitted, since they are either not applicable, not required or the information is included elsewhere herein.
(1) Exhibits:
The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Annual Report.
Item 16. Form 10-K Summary.
None.
60
Exhibit
Number
2.1
3.1(i)
3.1(ii)
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
10.1
10.2
10.3
10.4
INDEX TO EXHIBITS
Description of Exhibit
Agreement and Plan of Merger, dated as of July 29, 2018, by and among RLJE, the Company (solely for the purposes of Section 10.7
thereof), DEH and Merger Sub (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed July 30,
2018).
Amended and Restated Certificate of Incorporation of AMC Networks Inc. (incorporated by reference to Exhibit 99.4 to the Company's
Current Report on Form 8-K filed on July 1, 2011).
Amended and Restated By-Laws of AMC Networks Inc. (incorporated by reference to Exhibit 99.5 to the Company's Current Report on
Form 8-K filed on July 1, 2011).
Form of Registration Rights Agreement between AMC Networks Inc. and The Charles F. Dolan Children Trusts (incorporated by
reference to Exhibit 3.5 to the Company's Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011).
Form of Registration Rights Agreement between AMC Networks Inc. and The Dolan Family Affiliates (incorporated by reference to
Exhibit 3.6 to the Company's Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011).
Registration Rights Agreement, dated as of June 30, 2011, among AMC Networks Inc., the subsidiary guarantors named therein, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives of the several initial purchasers
(incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed on July 1, 2011).
Indenture by and among AMC Networks Inc., as Issuer, each of the guarantors party thereto and U.S. Bank National Association, as
Trustee (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 filed on December 10, 2012).
First Supplemental Indenture dated as of December 17, 2012, by and among AMC Networks Inc., as Issuer, each of the guarantors party
thereto and U.S. Bank National Association, as Trustee, relating to the AMC Networks Inc. 4.75% Senior Notes due December 15, 2022
(incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 17, 2012).
Indenture dated as of March 30, 2016, by and among AMC Networks Inc., as Issuer, each of the guarantors party thereto and U.S. Bank
National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on July 28,
2017).
First Supplemental Indenture, dated as of March 30, 2016, to the Indenture, dated as of March 30, 2016, by and among AMC Networks
Inc., as Issuer, each of the guarantors party thereto and U.S. Bank National Association, as Trustee, relating to the AMC Networks Inc.
5.00% Senior Notes due April 1, 2024 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on
March 30, 2016).
Second Supplemental Indenture, dated as of July 28, 2017 to the Indenture, dated as of March 30, 2016, among AMC Networks, as issuer,
the Guarantors and U.S. Bank National Association, as Trustee, and Form of Notes (incorporated by reference to Exhibit 4.2 to the
Company's Current Report on Form 8-K filed on July 28, 2017).
Form of Tax Disaffiliation Agreement between Cablevision Systems Corporation and AMC Networks Inc. (incorporated by reference to
Exhibit 10.2 to the Company's Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011).
Form of Standstill Agreement by and among AMC Networks Inc. and The Dolan Family Group (incorporated by reference to Exhibit 10.5
to the Company's Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011).
Second Amended and Restated Credit Agreement, dated as of July 28, 2017, among AMC Networks and its subsidiary, AMC Network
Entertainment LLC, as the initial borrowers, certain of AMC Networks’ subsidiaries, as restricted subsidiaries, JPMorgan Chase Bank,
N.A., as Administrative Agent, Collateral Agent and an L/C Issuer and the lenders party thereto (incorporated by reference to Exhibit 10.1
to the Company's Current Report on Form 8-K filed on July 28, 2017).
AMC Networks Inc. Amended and Restated 2011 Employee Stock Plan (incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
61
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
AMC Networks Inc. Amended and Restated 2011 Stock Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.3 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
Form of Employment Agreement by and between AMC Networks Inc. and Charles F. Dolan (incorporated by reference to Exhibit 10.13
to the Company's Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011).
Amended and Restated Employment Agreement dated April 24, 2014, between AMC Networks Inc. and Joshua W. Sapan (incorporated
by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed April 29, 2014).
Restricted Stock Units Agreement dated April 25, 2014, between AMC Networks Inc. and Joshua W. Sapan (incorporated by reference to
Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 29, 2014).
Amended and Restated Employment Agreement dated October 13, 2016 by and between AMC Networks Inc. and Edward A. Carroll
(incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 14, 2016).
Employment Agreement dated October 12, 2018 by and between AMC Networks Inc. and Sean S. Sullivan (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 12, 2018).
Employment Agreement dated October 12, 2018 by and between AMC Networks Inc. and James G. Gallagher (incorporated by reference
to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 12, 2018).
Form of AMC Networks Inc. Non-Employee Director Award Agreement (incorporated by reference to Exhibit 10.22 to the Company's
Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011).
Form of AMC Networks Inc. Non-Employee Director Agreement (incorporated by reference to Exhibit 10.4 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2012).
Form of Performance Restricted Stock Unit Award Agreement under the Amended and Restated 2011 Employee Stock Plan (incorporated
by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K for the year ended December 31, 2015).
Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2011 Employee Stock Plan (incorporated by reference
to Exhibit 10.32 to the Company's Annual Report on Form 10-K for the year ended December 31, 2015).
Restricted Stock Unit Agreement dated October 13, 2016, between AMC Networks Inc. and Edward A,. Carroll (incorporated by
reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on October 14, 2016).
AMC Networks Inc. 2016 Employee Stock Plan (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K
filed on May 26, 2016).
AMC Networks Inc. 2016 Executive Cash Incentive Plan (incorporated by reference to Appendix B to the Company's Definitive Proxy
Statement filed on April 28, 2016).
Shared Executive Space Cost Sharing Arrangement (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2016).
Form of Performance Restricted Stock Unit Award Agreement under the 2016 Employee Stock Plan (incorporated by reference to Exhibit
10.21 on Form 10-K for the year ended December 31, 2017).
Form of Restricted Stock Unit Award Agreement under the 2016 Employee Stock Plan (incorporated by reference to Exhibit 10.22 on
Form 10-K for the year ended December 31, 2017).
Master Services Agreement, dated February 8, 2019, by and between Rainbow Media Holdings LLC and 605 LLC (incorporated by
reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019).
Employment Agreement dated March 8, 2019 by and between AMC Networks Inc. and Christian B. Wymbs (incorporated by reference to
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019)
62
21
23
24
31.1
31.2
32
Subsidiaries of the Registrant.
Consent of Independent Registered Public Accounting Firm.
Power of Attorney (included on the signature page to this Annual Report on Form 10-K).
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18
U.S.C. Section 1350.
101.INS
XBRL Instance Document.
101.SCH
XBRL Taxonomy Extension Schema Document.
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
XBRL Taxonomy Extension Definition Linkbase.
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SIGNATURES
Date:
2/26/2020
AMC Networks Inc.
By:
/s/ Sean S. Sullivan
Sean S. Sullivan
Executive Vice President and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joshua W. Sapan and Sean S.
Sullivan, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him in his name, place and
stead, in any and all capacities, to sign this report, and file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and
thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof.
63
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Name
Title
President and Chief Executive Officer
(Principal Executive Officer)
Date
2/26/2020
/s/ Joshua W. Sapan
Joshua W. Sapan
/s/ Sean S. Sullivan
Sean S. Sullivan
/s/ Christian B. Wymbs
Christian B. Wymbs
/s/ Charles F. Dolan
Charles F. Dolan
/s/ William J. Bell
William J. Bell
/s/ James L. Dolan
James L. Dolan
/s/ Kristin A. Dolan
Kristin A. Dolan
Executive Vice President and Chief Financial Officer
2/26/2020
(Principal Financial Officer)
Executive Vice President and Chief Accounting Officer
2/26/2020
(Principal Accounting Officer)
Chairman of the Board of Directors
Director
Director
Director
64
2/26/2020
2/26/2020
2/26/2020
2/26/2020
Name
Title
/s/ Marianne Dolan Weber
Marianne Dolan Weber
/s/ Patrick F. Dolan
Patrick F. Dolan
/s/ Thomas C. Dolan
Thomas C. Dolan
/s/ Jonathan F. Miller
Jonathan F. Miller
/s/ Brian G. Sweeney
Brian G. Sweeney
/s/ Vincent Tese
Vincent Tese
/s/ Leonard Tow
Leonard Tow
/s/ David E. Van Zandt
David E. Van Zandt
/s/ Carl E. Vogel
Carl E. Vogel
/s/ Robert C. Wright
Robert C. Wright
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
65
Date
2/26/2020
2/26/2020
2/26/2020
2/26/2020
2/26/2020
2/26/2020
2/26/2020
2/26/2020
2/26/2020
2/26/2020
Consolidated Financial Statements as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017
AMC NETWORKS INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Stockholders’ Equity (Deficiency)
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Schedule II—Valuation and Qualifying Accounts
66
F-1
F-4
F-5
F-6
F-7
F-8
F-9
S-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
AMC Networks Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited AMC Networks Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2019, based on criteria
established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our
opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria
established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated
balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, stockholders’
equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes, and the related financial statement
Schedule II referred to in Item 15 (a)(2) (collectively, the consolidated financial statements), and our report, dated February 26, 2020, expressed an
unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting in Item
9A. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as
we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
/s/ KPMG LLP
New York, New York
February 26, 2020
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
AMC Networks Inc.:
Opinion on the consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of AMC Networks Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018,
and the related consolidated statements of income, comprehensive income, stockholders’ equity (deficiency), and cash flows for each of the years in the three-
year period ended December 31, 2019, and the related notes, and the related financial statement Schedule II referred to in Item 15 (a)(2) (collectively, the
consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three-year period ended
December 31, 2019, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s
internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission, and our report, dated February 26, 2020, expressed an unqualified opinion on the
effectiveness of the Company’s internal control over financial reporting.
Changes in Accounting Principles
As discussed in Note 2 to the consolidated financial statements, the Company (i) changed its method of accounting for leases due to the adoption of ASU No.
2016-02, Leases (ASC 842), effective January 1, 2019, and (ii) changed its method of accounting for revenue due to the adoption of ASU No.2014-09,
Revenue from Contracts with Customers (Topic 606), effective January 1, 2018.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included
performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were
communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated
financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below,
providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Assessment of the carrying value of goodwill in the AMC Networks International (AMCNI) reporting unit
As discussed in note 10 to the consolidated financial statements, the Company’s goodwill balance for its International and Other segment was $464.9
million at December 31, 2019, which includes the AMCNI reporting unit. The Company performs goodwill impairment testing on an annual basis during
the fourth quarter of each fiscal year as of December 1, and whenever events and changes in circumstances indicate that the carrying value of a reporting
unit might exceed its fair value. In connection with its 2019 annual impairment test, the Company recognized a charge of $98.0 million to reduce the
carrying value of the AMCNI reporting unit to its fair value.
F-2
We identified the assessment of the carrying value of goodwill in the AMCNI reporting unit as a critical audit matter. Revenue growth rates and the
discount rate used by the Company to estimate the fair value of the reporting unit involved challenging auditor judgments, and have a significant effect
on the Company’s assessment of the carrying value of the reporting unit’s goodwill.
The primary procedures we performed to address this critical audit matter included the following. We tested internal controls over the Company’s
goodwill impairment assessment process, including controls related to the selection of relevant assumptions used to estimate the fair value of the
reporting unit, such as revenue growth rates and the discount rate. We performed sensitivity analyses over the revenue growth rates and discount rate
assumptions to assess their potential impact on the Company’s determination of the fair value of the reporting unit. We evaluated the Company’s
forecasted reporting unit revenue growth rate assumptions by comparing the assumptions to the reporting unit’s historical revenue growth rates, to
projected revenue growth rates for guideline companies, and to projected television broadcasting revenue growth rates published by a third-party. We
compared the Company’s historical revenue forecasts to actual results to assess the Company’s ability to accurately forecast. We involved a valuation
professional with specialized skill and knowledge who assisted in:
• evaluating the Company’s discount rate, by comparing it to a discount rate range that we independently developed using publicly available market data
for comparable entities; and
• evaluating the Company’s estimated fair value of the reporting unit, by comparing it to a range of indicative fair values that we independently
developed using the reporting unit’s cash flow forecast, our independently developed discount rate range, and publicly available market multiples for
comparable entities.
Assessment of the amortization of owned original program rights
As discussed in note 6 to the consolidated financial statements, the balance of the Company’s owned original program rights, net as of December 31,
2019 was $548.7 million. Owned original program rights costs are amortized over their estimated useful lives, commencing upon the first airing, based
on attributable revenue to-date as a percentage of total projected attributable revenue (ultimate revenues) under the individual-film-forecast-computation
method. The Company bases its estimates of projected ultimate revenues primarily on distribution and advertising revenues historically generated from
similar content in comparable markets, and projected program usage. Projected program usage is based on the Company’s expectation of future
exhibitions. The Company reviews ultimate revenue estimates and projected program usage and revises assumptions, if necessary, which could either
accelerate or delay the timing of amortization expense or result in a write-down of unamortized costs to fair value.
We identified the assessment of ultimate revenues used in the amortization of owned original program rights as a critical audit matter. The assumptions
used by the Company to determine ultimate revenues involved especially challenging auditor judgment as they involve subjective assessments about
future distribution (subscription fee revenues and content licensing revenues) and advertising revenues. Changes in those assumptions could have a
significant effect on the carrying amount of the Company’s owned original program rights and associated current period program rights amortization
expense.
The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s
ultimate revenue forecasting process, including controls related to the development of assumptions used in determining projected attributable distribution
revenue and attributable advertising revenue. We compared the Company’s historical projections of attributable distribution and advertising revenues to
actual results to assess the Company’s ability to accurately project ultimate revenues. For a selection of owned original programming series, we evaluated
(1) projected attributable subscription fee revenue, by comparing the Company’s assumptions for projected subscribers and rates to recent actual
subscriber and rate trends and terms of existing distribution agreements, (2) projected attributable content licensing revenue, by comparing expected
licensing fees to contractual terms of existing agreements and recent historical trends of sales and usage based royalties, (3) projected attributable
advertising revenue, by comparing the underlying pricing and ratings assumptions to recent historical trends, and (4) projected program usage by
comparing historical projections to actual usage, to assess the company’s ability to accurately project program usage, and compared projected program
usage to historical trends.
/s/ KPMG LLP
We have served as the Company’s auditor since 2011.
New York, New York
February 26, 2020
F-3
AMC NETWORKS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
ASSETS
Current Assets:
Cash and cash equivalents
Accounts receivable, trade (including amounts due from related parties, net, less allowance for doubtful accounts of $5,733
and $10,788)
Current portion of program rights, net
Prepaid expenses and other current assets
Total current assets
Property and equipment, net of accumulated depreciation of $347,302 and $293,918
Program rights, net
Intangible assets, net
Goodwill
Deferred tax assets, net
Operating lease right-of-use assets
Other assets
Total assets
Current Liabilities:
Accounts payable
Accrued liabilities
LIABILITIES AND STOCKHOLDERS' EQUITY
$
$
Current portion of program rights obligations
Deferred revenue
Current portion of long-term debt
Current portion of lease obligations
Total current liabilities
Program rights obligations
Long-term debt, net
Lease obligations
Deferred tax liability, net
Other liabilities
Total liabilities
Commitments and contingencies
Redeemable noncontrolling interests
Stockholders' equity:
Class A Common Stock, $0.01 par value, 360,000 shares authorized, 63,886 and 63,255 shares issued and 44,078 and 44,749
shares outstanding, respectively
Class B Common Stock, $0.01 par value, 90,000 shares authorized 11,484 shares issued and outstanding
Preferred stock, $0.01 par value, 45,000 shares authorized; none issued
Paid-in capital
Accumulated earnings
Treasury stock, at cost (19,808 and 18,507 shares Class A Common Stock, respectively)
Accumulated other comprehensive loss
Total AMC Networks stockholders' equity
Non-redeemable noncontrolling interests
Total stockholders' equity
Total liabilities and stockholders' equity
See accompanying notes to consolidated financial statements.
F-4
2019
2018
$
816,170 $
554,886
857,143
426,624
230,360
2,330,297
283,752
1,038,060
524,531
701,980
51,545
170,056
496,465
835,977
440,739
131,809
1,963,411
246,262
1,214,051
578,907
798,037
19,272
—
458,623
5,596,686 $
5,278,563
94,306 $
251,214
304,692
63,921
56,250
33,959
804,342
239,813
107,066
264,918
343,589
55,424
21,334
5,090
797,421
373,249
3,039,979
3,088,221
211,047
136,911
163,638
21,427
145,443
208,036
4,595,730
4,633,797
309,451
299,558
639
115
—
286,491
1,609,428
(1,063,181)
(167,711)
665,781
25,724
691,505
633
115
—
239,767
1,228,942
(992,583)
(160,194)
316,680
28,528
345,208
$
5,596,686 $
5,278,563
AMC NETWORKS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
Revenues, net
Operating expenses:
Technical and operating (excluding depreciation and amortization)
Selling, general and administrative
Depreciation and amortization
Impairment and related charges
Restructuring and other related charges
Total operating expenses
Operating income
Other income (expense):
Interest expense
Interest income
Loss on extinguishment of debt
Miscellaneous, net
Total other income (expense)
Income from operations before income taxes
Income tax expense
Net income including noncontrolling interests
Net income attributable to noncontrolling interests
Net income attributable to AMC Networks' stockholders
Net income per share attributable to AMC Networks' stockholders:
Basic
Diluted
Weighted average common shares:
Basic
Diluted
2019
2018
2017
$
3,060,321 $
2,971,929 $
2,805,691
1,506,985
679,444
101,098
106,603
40,914
2,435,044
625,277
(157,798)
24,707
—
(6,000)
(139,091)
486,186
(78,470)
407,716
(27,230)
1,445,949
657,457
91,281
4,486
45,847
2,245,020
726,909
(154,993)
19,180
—
29,177
(106,636)
620,273
(156,306)
463,967
(17,780)
$
$
$
380,486 $
446,187 $
6.77 $
6.67 $
7.68 $
7.57 $
56,205
57,037
58,066
58,947
1,341,076
613,342
94,638
28,148
6,128
2,083,332
722,359
(134,001)
14,704
(3,004)
40,320
(81,981)
640,378
(150,741)
489,637
(18,321)
471,316
7.26
7.18
64,905
65,625
See accompanying notes to consolidated financial statements.
F-5
AMC NETWORKS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Net income including noncontrolling interests
Other comprehensive income (loss):
Foreign currency translation adjustment
Unrealized loss on interest rate swaps
Unrealized gain on available for sale securities
Amounts reclassified from accumulated other comprehensive loss
Other comprehensive income (loss), before income taxes
Income tax benefit (expense)
Other comprehensive income (loss), net of income taxes
Comprehensive income
Comprehensive income attributable to noncontrolling interests
2019
2018
2017
$
407,716 $
463,967 $
489,637
(6,272)
(1,609)
—
—
(7,881)
364
(7,517)
400,199
(27,078)
(41,716)
(356)
—
(370)
(42,442)
45
(42,397)
421,570
(16,044)
76,023
(35)
5,398
—
81,386
(1,974)
79,412
569,049
(21,430)
547,619
Comprehensive income attributable to AMC Networks' stockholders
$
373,121 $
405,526 $
See accompanying notes to consolidated financial statements.
F-6
Balance, December 31, 2016
Net income attributable to AMC Networks'
stockholders
Net income attributable to non-redeemable
noncontrolling interests
Distribution to noncontrolling member
Treasury stock not yet settled
Settlement of treasury stock
Other comprehensive income
Share-based compensation expense
Treasury stock acquired
Restricted stock units converted to shares
Balance, December 31, 2017
Net income attributable to AMC Networks’
stockholders
Net income attributable to non-redeemable
noncontrolling interests
Distributions to noncontrolling member
Noncontrolling interests acquired
Cumulative effects of adoption of accounting
standards
Treasury stock not yet settled
Settlement of treasury stock
Other comprehensive income
Share-based compensation expense
Proceeds from the exercise of stock options
Treasury stock acquired
Restricted stock units converted to shares
Balance, December 31, 2018
Net income attributable to AMC Networks’
stockholders
Net income attributable to non-redeemable
noncontrolling interests
Distributions to noncontrolling member
Non-redeemable noncontrolling interests changes
Settlement of treasury stock
Other comprehensive income
Share-based compensation expense
Proceeds from the exercise of stock options
Treasury stock acquired
Restricted stock units converted to shares
Balance, December 31, 2019
AMC NETWORKS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(In thousands)
Class A
Common
Stock
Class B
Common
Stock
Paid-in
Capital
Accumulated
Earnings
Treasury
Stock
Accumulated
Other
Comprehensive
Loss
Total AMC
Networks
Stockholders'
Equity
(Deficiency)
Non-
redeemable
Noncontrolling
Interests
Total
Stockholders'
Equity
(Deficiency)
624
115 $ 142,798 $
295,409 $ (275,230) $
(193,798) $
(30,082) $
28,438 $
(1,644)
—
471,316
—
—
471,316
—
471,316
—
—
—
—
—
—
—
—
3
—
—
—
—
—
—
—
—
—
—
—
(995)
10,454
—
53,545
—
(14,499)
—
—
—
—
—
—
—
—
627
115
191,303
766,725
—
—
—
—
—
—
—
—
—
—
—
6
—
—
—
—
—
—
—
—
—
—
—
—
—
446,187
—
—
—
—
(985)
995
—
60,979
4,317
—
(16,842)
—
—
—
16,030
—
—
—
—
—
—
—
633
115
239,767
1,228,942
—
—
—
—
—
—
(434,210)
—
(709,440)
—
—
—
—
—
—
—
—
—
—
(283,143)
—
(992,583)
—
—
—
—
79,412
—
—
—
(114,386)
—
—
—
—
(3,411)
—
—
(42,397)
—
—
—
—
(160,194)
—
—
(995)
10,454
79,412
53,545
(434,210)
(14,496)
134,944
524
(3,070)
—
—
3,109
—
—
—
29,001
524
(3,070)
(995)
10,454
82,521
53,545
(434,210)
(14,496)
163,945
446,187
—
446,187
—
—
—
12,619
(985)
995
(42,397)
60,979
4,317
(283,143)
(16,836)
316,680
2,756
(2,847)
1,354
—
—
—
(1,736)
—
—
—
—
28,528
2,756
(2,847)
1,354
12,619
(985)
995
(44,133)
60,979
4,317
(283,143)
(16,836)
345,208
—
—
—
—
—
—
—
—
—
6
—
—
—
—
—
—
—
—
—
—
—
380,486
—
—
380,486
—
380,486
—
—
—
985
—
64,133
4,630
—
(23,024)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(70,598)
—
—
—
—
—
(7,517)
—
—
—
—
—
—
—
985
(7,517)
64,133
4,630
(70,598)
(23,018)
4,911
(3,438)
(4,429)
—
152
—
—
—
—
4,911
(3,438)
(4,429)
985
(7,365)
64,133
4,630
(70,598)
(23,018)
639
115 $ 286,491 $ 1,609,428 $ (1,063,181) $
(167,711) $
665,781 $
25,724 $
691,505
See accompanying notes to consolidated financial statements.
F-7
AMC NETWORKS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash flows from operating activities:
Net income including noncontrolling interests
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization
Impairment and related charges
Share-based compensation expense related to equity classified awards
Non-cash restructuring and other related charges
Amortization and write-off of program rights
Amortization of deferred carriage fees
Unrealized foreign currency transaction (gain) loss
Unrealized (gain) on derivative contracts, net
Amortization of deferred financing costs and discounts on indebtedness
Loss on extinguishment of debt
Bad debt expense
Deferred income taxes
Write-down of non-marketable equity securities and note receivable
Other, net
Changes in assets and liabilities:
Accounts receivable, trade (including amounts due from related parties, net)
Prepaid expenses and other assets
Program rights and obligations, net
Income taxes payable
Deferred revenue
Deferred carriage fees, net
Accounts payable, accrued liabilities and other liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Capital expenditures
Return of capital from investees
Investments in and loans to investees
Payments for acquisition of a business, net of cash acquired
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from the issuance of long-term debt
Principal payments on long-term debt
Payments for financing costs
Deemed repurchase of restricted stock units
Purchase of treasury stock
Proceeds from stock option exercises
Principal payments on finance lease obligations
Distributions to noncontrolling interest
Net cash used in financing activities
Net increase in cash and cash equivalents from operations
Effect of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
2019
2018
2017
$
407,716 $
463,967 $
489,637
101,098
106,603
64,133
14,098
974,835
21,587
(16,325)
—
8,007
—
12,641
(38,916)
20,206
(2,832)
(43,345)
(142,303)
(969,900)
1,219
8,667
(15,033)
(28,408)
483,748
(91,604)
5,380
(3,483)
—
91,281
4,486
60,979
7,440
961,134
17,342
2,057
(43,476)
7,715
—
7,399
33,367
—
5,311
(52,106)
(2,789)
(978,763)
(17,006)
(6,392)
(4,250)
48,851
606,547
(89,802)
4,088
(90,081)
(84,389)
94,638
17,112
53,545
—
954,238
17,605
(15,258)
(27,233)
8,436
3,004
3,567
(48,665)
—
(11,014)
(74,561)
(59,979)
(996,816)
(21,966)
(11,553)
(4,617)
15,609
385,729
(80,049)
2,447
(53,000)
—
(89,707)
(260,184)
(130,602)
1,521
(22,988)
—
(23,018)
(70,598)
4,630
(5,115)
(15,558)
289
—
—
(16,836)
(283,143)
4,317
(4,938)
(14,296)
1,536,000
(1,257,965)
(10,405)
(14,496)
(434,210)
—
(4,573)
(18,561)
(131,126)
(314,607)
(204,210)
262,915
(1,631)
554,886
31,756
(35,653)
558,783
50,917
26,477
481,389
$
816,170 $
554,886 $
558,783
See accompanying notes to consolidated financial statements.
F-8
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Description of Business and Basis of Presentation
Description of Business
AMC Networks Inc. ("AMC Networks") and its subsidiaries (collectively referred to as the "Company") own and operate entertainment businesses and
assets. The Company is comprised of two operating segments:
•
•
National Networks: Includes activities of our five national programming networks, AMC Studios operations and AMC Broadcasting & Technology.
Our national programming networks are AMC, WE tv, BBC AMERICA, IFC, and SundanceTV in the U.S.; and AMC and IFC in Canada. Our
AMC Studios operation produces original programming for our programming networks and also licenses such programming worldwide. AMC
Networks Broadcasting & Technology is our technical services business, which primarily services most of the national programming networks.
International and Other: Includes AMCNI, the Company's international programming businesses consisting of a portfolio of channels around the
world; AMC Networks SVOD consisting of the Company's targeted subscription streaming services: Acorn TV, Shudder, Sundance Now, and UMC;
Levity, our production services and comedy venues business; and IFC Films, the Company's independent film distribution business.
Basis of Presentation
Principles of Consolidation
The consolidated financial statements include the accounts of AMC Networks and its subsidiaries in which a controlling voting interest is maintained or
variable interest entities ("VIE's") in which the Company has determined it is the primary beneficiary. All intercompany transactions and balances have been
eliminated in consolidation.
Investments in business entities in which the Company lacks control but does have the ability to exercise significant influence over operating and
financial policies are accounted for using the equity method of accounting.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Significant
estimates and judgments inherent in the preparation of the consolidated financial statements include the useful lives and methodologies used to amortize and
assess recoverability of program rights, the estimated useful lives of intangible assets and the valuation and recoverability of goodwill and intangible assets.
Reclassifications
Certain reclassifications were made to the prior period amounts to conform to the current period presentation.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition
The Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) on January 1, 2018, using the modified retrospective
method for all contracts not completed as of the date of adoption. The reported results as of and for the years ended December 31, 2019 and 2018 reflect the
application of the new standard, while the reported results for 2017 have not been adjusted to reflect the new standard and were prepared under prior revenue
recognition accounting guidance.
The Company primarily earns revenue from the distribution of its programming services, including licensing of its programming and other content, and
advertising. Revenue is recognized when, or as, performance obligations under the terms of a contract are satisfied, which generally occurs when, or as,
control of the promised products or services is transferred to customers. Revenue is measured as the amount of consideration the Company expects to receive
in exchange for transferring products or services to a customer. The Company’s revenue recognition policies associated with each major source of revenue
from contracts with customers are described in Note 3 Revenue Recognition.
Adoption of Lease Standard
The Company adopted ASU No. 2016-02, Leases (Topic 842) on January 1, 2019, using the modified retrospective approach and effective date method.
In addition, the Company elected the package of practical expedients, permitted under the transition guidance within the new standard, which among other
things, allowed for the carry forward of the historical classification of leases. The adoption of the new standard resulted in additional net lease assets of
$180.0 million (which is net
F-9
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
of the historical deferred rent liability balance of $57.0 million) and lease liabilities of $237.0 million, respectively, as of January 1, 2019. The new standard
did not materially impact our consolidated net income or cash flows. See Note 15 for further discussion regarding leases.
Technical and Operating Expenses
Costs of revenues, including but not limited to programming expense, primarily consisting of amortization or write-offs of programming rights, such as
those for original programming, feature films and licensed series, participation and residual costs, distribution and production related costs and program
delivery costs, such as transmission, encryption, hosting and formatting are classified as technical and operating expenses in the consolidated statements of
income.
Advertising and Distribution Expenses
Advertising costs are charged to expense when incurred and are included in selling, general and administrative expenses in the consolidated statements
of income. Advertising costs were $180.3 million, $196.0 million and $200.4 million for the years ended December 31, 2019, 2018 and 2017, respectively.
Marketing, distribution and general and administrative costs related to the exploitation of owned original programming are expensed as incurred and included
in selling, general and administrative expenses in the consolidated statements of income.
Share-Based Compensation
The Company measures the cost of employee services received in exchange for an award of equity-based instruments based on the grant date fair value
of the portion of awards that are ultimately expected to vest. The cost is recognized in earnings over the period during which an employee is required to
provide service in exchange for the award using a straight-line amortization method, except for restricted stock units granted to non-employee directors which
vest 100%, and are expensed, at the date of grant. Share-based compensation expense is included in selling, general and administrative expenses in the
consolidated statements of income.
Foreign Currency
The reporting currency of the Company is the U.S. dollar. The functional currency of most of the Company's international subsidiaries is the local
currency. Assets and liabilities, including intercompany balances for which settlement is anticipated in the foreseeable future, are translated at exchange rates
in effect at the balance sheet date. Foreign currency equity balances are translated at historical rates. Revenues and expenses denominated in foreign
currencies are translated at average exchange rates for the respective periods. Foreign currency translation adjustments are recorded as a component of other
comprehensive income ("OCI") in the consolidated statements of stockholders' equity.
Transactions denominated in currencies other than subsidiaries' functional currencies are recorded based on exchange rates at the time such transactions
arise. Changes in exchange rates with respect to amounts recorded in the consolidated balance sheets related to these items will result in unrealized foreign
currency transaction gains and losses based upon period-end exchange rates. The Company also records realized foreign currency transaction gains and losses
upon settlement of the transactions. The Company recognized realized and unrealized foreign currency transaction gains (losses) of $11.1 million, $(6.8)
million and $15.0 million for the years ended December 31, 2019, 2018 and 2017, respectively, which are included in miscellaneous, net in the consolidated
statements of income.
Cash and Cash Equivalents
The Company's cash investments are placed with money market funds and financial institutions that are investment grade as rated by Standard & Poor's
and Moody's Investors Service. The Company selects money market funds that predominantly invest in marketable, direct obligations issued or guaranteed by
the U.S. government or its agencies, commercial paper, fully collateralized repurchase agreements, certificates of deposit, and time deposits.
The Company considers the balance of its investment in funds that hold securities that mature within three months or less from the date the fund
purchases these securities to be cash equivalents. The carrying amount of cash and cash equivalents either approximates fair value due to the short-term
maturity of these instruments or are at fair value.
Accounts Receivable, Trade
The Company periodically assesses the adequacy of valuation allowances for uncollectible accounts receivable by evaluating the collectability of
outstanding receivables and general factors such as length of time individual receivables are past due, historical collection experience, and the economic and
competitive environment. As of December 31, 2019 and 2018, the Company had $273.0 million and $182.1 million, respectively, of accounts receivable
contractually due in excess of one-year, which are included in other assets in the consolidated balance sheets.
F-10
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Program Rights
Rights to programming, including feature films and episodic series, acquired under license agreements are stated at the lower of unamortized cost or net
realizable value. Such licensed rights along with the related obligations are recorded at the contract value when a license agreement is executed, unless there
is uncertainty with respect to either cost, acceptability or availability. If such uncertainty exists, those rights and obligations are recorded at the earlier of when
the uncertainty is resolved or the license period begins. Costs are amortized to technical and operating expense on a straight-line or accelerated basis over a
period not to exceed the respective license periods.
Owned original programming costs, including estimated participation and residual costs, qualifying for capitalization as program rights are amortized to
technical and operating expense over their estimated useful lives, commencing upon the first airing, based on attributable revenue for airings to date as a
percentage of total projected attributable revenue, or ultimate revenue (individual-film-forecast-computation method). Projected attributable revenue is based
on previously generated revenues for similar content in established markets, primarily consisting of distribution and advertising revenues, and projected
program usage. Projected program usage is based on the Company's current expectation of future exhibitions taking into account historical usage of similar
content. Projected attributable revenue can change based upon programming market acceptance, levels of distribution and advertising revenue and decisions
regarding planned program usage. These calculations require management to make assumptions and to apply judgment regarding revenue and planned usage.
Accordingly, the Company periodically reviews revenue estimates and planned usage and revises its assumptions if necessary, which could impact the timing
of amortization expense or result in a write-down to fair value. Any capitalized development costs for programs that the Company determines will not be
produced are written off.
The Company periodically reviews the programming usefulness of its licensed and owned original program rights based on several factors, including
expected future revenue generation from airings on the Company's networks and other exploitation opportunities, ratings, type and quality of program
material, standards and practices, and fitness for exhibition through various forms of distribution. If it is determined that film or other program rights have
limited, or no, future programming usefulness, the useful life is updated, which generally results in a write-off of the unamortized cost to technical and
operating expense in the consolidated statements of income. See Note 6 for further discussion regarding program rights write-offs.
Investments
Investments in equity securities (excluding equity method investments) with readily determinable fair values are accounted for at fair value. The
Company applies the measurement alternative to fair value for equity securities without readily determinable far values, which is to record the investments at
cost, less impairment, if any, and subsequently adjust for observable price changes of identical or similar investments of the same issuer. All gains and losses
related to equity securities are recorded in earnings as a component of miscellaneous, net, in the consolidated statements of income.
Investments in which the Company has the ability to exercise significant influence but does not control and is not the primary beneficiary are equity
method investments. Significant influence typically exists if the Company has a 20% to 50% ownership interest in a venture unless persuasive evidence to the
contrary exists. Under this method of accounting, the Company records its proportionate share of the net earnings or losses of equity method investees and a
corresponding increase or decrease to the investment balances. Cash payments to equity method investees such as additional investments, loans and advances
and expenses incurred on behalf of investees as well as payments from equity method investees such as dividends, distributions and repayments of loans and
advances are recorded as adjustments to investment balances. The Company applies the cumulative earnings approach for determining the cash flow
presentation of cash distributions received from equity method investees. Distributions received are included in the consolidated statements of cash flows as
operating activities, unless the cumulative distributions exceed the Company's portion of the cumulative equity in the net earnings of the equity method
investment, in which case the excess distributions are deemed to be returns of the investment and are classified as investing activities in the consolidated
statements of cash flows. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that
the carrying amounts of such investments may not be recoverable. See Note 8 for further discussion regarding investments.
Long-Lived Assets and Amortizable Intangible Assets
Property and equipment are carried at cost. Equipment under finance leases is recorded at the present value of the total minimum lease payments.
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets or, with respect to equipment under finance leases and leasehold
improvements, amortized over the shorter of the lease term or the assets' useful lives and reported in depreciation and amortization in the consolidated
statements of income.
Amortizable intangible assets established in connection with business combinations primarily consist of affiliate and customer relationships, advertiser
relationships and tradenames. Amortizable intangible assets are amortized on a straight-line basis over their respective estimated useful lives.
F-11
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company reviews its long-lived assets (property and equipment, and amortizable intangible assets) for impairment whenever events or
circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected cash flows, undiscounted and without interest,
is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill
Goodwill and identifiable intangible assets that have indefinite useful lives are not amortized, but instead are tested annually for impairment and upon
the occurrence of certain events or substantive changes in circumstances.
The annual goodwill impairment test allows for the option to first assess qualitative factors to determine whether it is more likely than not that the fair
value of a reporting unit is less than its carrying amount. An entity may choose to perform the qualitative assessment on none, some or all of its reporting
units or an entity may bypass the qualitative assessment for any reporting unit and proceed directly to step one of the quantitative impairment test. If it is
determined, on the basis of qualitative factors, that the fair value of a reporting unit is, more likely than not, less than its carrying value, the quantitative
impairment test is required. The quantitative impairment test calculates any goodwill impairment as the difference between the carrying amount of a reporting
unit and its fair value, but not to exceed the carrying amount of goodwill. See Note 10 for further discussion regarding goodwill impairment.
Indefinite-Lived Intangible Assets
Indefinite-lived intangible assets established in connection with business combinations consist of trademarks. The impairment test for identifiable
indefinite-lived intangible assets consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value
exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
Deferred Carriage Fees
Deferred carriage fees, included in other assets in the consolidated balance sheets, represent amounts principally paid to multichannel video
programming distributors to obtain additional subscribers and/or guarantee carriage of certain programming services and are amortized as a reduction of
revenue over the period of the related affiliation arrangement (up to 10 years).
Derivative Financial Instruments
The Company's derivative financial instruments are recorded as either assets or liabilities in the consolidated balance sheet based on their fair values.
The Company's embedded derivative financial instruments which are clearly and closely related to the host contracts are not accounted for on a stand-alone
basis. Changes in the fair values are reported in earnings or other comprehensive income depending on the use of the derivative and whether it qualifies for
hedge accounting. Derivative instruments are designated and accounted for as either a hedge of a recognized asset or liability (fair value hedge) or a hedge of
a forecasted transaction (cash flow hedge). For derivatives not designated as hedges, changes in fair values are recognized in earnings and included in interest
expense, for interest rate swap contracts and miscellaneous, net, for foreign currency and other derivative contracts. For derivatives designated as effective
cash flow hedges, changes in fair values are recognized in other comprehensive income (loss). Changes in fair values related to fair value hedges as well as
the ineffective portion of cash flow hedges are recognized in earnings. Changes in the fair value of the underlying hedged item of a fair value hedge are also
recognized in earnings. See Note 14 for a further discussion of the Company's derivative financial instruments.
Income Taxes
The Company's provision for income taxes is based on current period income, changes in deferred tax assets and liabilities and estimates with regard to
the liability for unrecognized tax benefits resulting from uncertain tax positions. Deferred tax assets are evaluated quarterly for expected future realization and
reduced by a valuation allowance to the extent management believes it is more likely than not that a portion will not be realized. The Company provides
deferred taxes for the outside basis difference for its investment in partnerships and uses the deferral method to recognize the income tax benefit from
investment tax credits. Global low taxed intangible income (“GILTI”) tax is treated as a period expense. Interest and penalties, if any, associated with
uncertain tax positions are included in income tax expense.
Commitments and Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that
a liability has been incurred and the amount of the contingency can be reasonably estimated. See Note 17 for further discussion regarding commitments and
contingencies.
F-12
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Concentration of Credit Risk
Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents and trade
accounts receivable. Cash is invested in money market funds and bank time deposits. The Company monitors the financial institutions and money market
funds where it invests its cash and cash equivalents with diversification among counterparties to mitigate exposure to any single financial institution. The
Company's emphasis is primarily on safety of principal and liquidity and secondarily on maximizing the yield on its investments. As of December 31, 2019,
two customers accounted for 16% and 10%, respectively, of the combined balances of consolidated accounts receivable, trade and receivables due in excess
of one-year (included in other assets). As of December 31, 2018, two customers accounted for 13% and 12%, respectively, of the combined balances of
consolidated accounts receivable, trade and receivables due in excess of one-year.
Redeemable Noncontrolling Interests
Noncontrolling interest with redemption features, such as put options, that are not solely within the Company's control are considered redeemable
noncontrolling interests. Redeemable noncontrolling interests are considered to be temporary equity and are reported in the mezzanine section between total
liabilities and stockholders' equity in the Company's consolidated balance sheet at the greater of their initial carrying amount, increased or decreased for
contributions, distributions and the noncontrolling interest's share of net income or loss, or redemption value.
Net Income per Share
The consolidated statements of income present basic and diluted net income per share ("EPS"). Basic EPS is based upon net income divided by the
weighted-average number of common shares outstanding during the period. Diluted EPS reflects the dilutive effects of AMC Networks outstanding equity-
based awards.
The following is a reconciliation between basic and diluted weighted average shares outstanding:
(In thousands)
Basic weighted average shares outstanding
Effect of dilution:
Stock options
Restricted stock units
Diluted weighted average shares outstanding
Common Stock of AMC Networks
Years Ended December 31,
2019
2018
2017
56,205
58,066
64,905
14
818
57,037
15
866
58,947
1
719
65,625
Each holder of AMC Networks Class A Common Stock has one vote per share while holders of AMC Networks Class B Common Stock have ten votes
per share. AMC Networks Class B shares can be converted to AMC Networks Class A Common Stock at any time with a conversion ratio of one AMC
Networks Class A common share for one AMC Networks Class B common share. The AMC Networks Class A stockholders are entitled to elect 25% of the
Company's Board of Directors. AMC Networks Class B stockholders have the right to elect the remaining members of the Company's Board of Directors. In
addition, AMC Networks Class B stockholders are parties to an agreement which has the effect of causing the voting power of these AMC Networks Class B
stockholders to be cast as a block.
Stock Repurchase Program
The Company's Board of Directors has authorized a program to repurchase up to $1.5 billion of its outstanding shares of common stock (the "Stock
Repurchase Program"). The Stock Repurchase Program has no pre-established closing date and may be suspended or discontinued at any time. For the year
ended December 31, 2019, the Company repurchased 1.3 million shares of its Class A common stock at an average purchase price of $54.24 per share. As of
December 31, 2019, the Company has $488.8 million available for repurchase under the Stock Repurchase Program.
F-13
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands)
Balance at December 31, 2016
Share repurchases
Employee and non-employee director stock transactions*
Balance at December 31, 2017
Share repurchases
Employee and non-employee director stock transactions*
Balance at December 31, 2018
Share repurchases
Employee and non-employee director stock transactions*
Balance at December 31, 2019
Shares Outstanding
Class A
Common Stock
Class B
Common Stock
57,079
(7,790)
312
49,601
(5,386)
534
44,749
(1,302)
631
44,078
11,484
—
—
11,484
—
—
11,484
—
—
11,484
*Reflects common stock activity in connection with restricted stock units and stock options granted to employees, as well as in connection with the
fulfillment of employees' statutory tax withholding obligations for applicable income and other employment taxes and forfeited employee restricted stock
units.
Recently Issued Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 changes the impairment
model for most financial assets and certain other instruments, including trade and other receivables, held-to-maturity debt securities and loans, and requires
entities to use a new forward-looking "expected loss" model that would generally result in the earlier recognition of allowances for losses. This ASU is
effective for the first quarter of 2020. Adoption of the standard will be applied using a modified retrospective approach through a cumulative-effect
adjustment to retained earnings as of the effective date to align our credit loss methodology with the new standard. The Company does not expect the
adoption of this standard to have a material effect on its consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820). ASU 2018-13 changes the disclosure requirements for fair
value measurements and is effective for the first quarter of 2020. ASU 2018-13 changes disclosure requirements related to transfers between Level I and II
assets, as well as several aspects surrounding the valuation process and unrealized gains and losses related to Level III assets. The adoption of the modified
disclosure requirements will not have a material impact on the consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement
that is a Service Contract. ASU 2018-15 amends current guidance to align the accounting for costs incurred in a hosting arrangement that is a service contract
with the requirements for capitalizing costs associated with developing or obtaining internal-use software. Capitalized implementation costs must be expensed
over the term of the hosting arrangement and presented in the same line item in the income statement as the fees associated with the hosting element (service)
of the arrangement. The changes in this standard are effective for the first quarter of 2020. The Company does not expect the adoption of this standard to have
a material effect on its consolidated financial statements.
In March 2019, the FASB issued ASU No. 2019-02, Improvements to Accounting for Costs of Films and License Agreements for Program Materials.
ASU 2019-02 aligns the accounting for production costs of episodic television series with the accounting for production costs of films. In addition, ASU
2019-02 modifies certain aspects of the capitalization, impairment, presentation and disclosure requirements in Accounting Standards Codification (“ASC”)
926-20 and the impairment, presentation and disclosure requirements in ASC 920-350. The changes in this standard are effective for the first quarter of 2020.
The Company will adopt the updated accounting guidance prospectively in the first quarter of 2020. Following adoption, the Company will present all
program rights, including capitalized costs of acquired programming rights, as noncurrent assets in the consolidated balance sheet. The Company does not
expect the adoption of this standard to have a material effect on its consolidated financial statements.
In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes. ASU 2019-12 removes certain exceptions to the
general principles in Topic 740 - Income Taxes. These changes are effective for first quarter of 2021 with early adoption permitted. The Company is currently
evaluating the impact the adoption will have on its consolidated financial statements.
F-14
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 3. Revenue Recognition
Revenue is recognized when, or as, performance obligations under the terms of a contract are satisfied, which generally occurs when, or as, control of
the promised products or services is transferred to customers. Revenue is measured as the amount of consideration the Company expects to receive in
exchange for transferring products or services to a customer ("transaction price"). To the extent the transaction price includes variable consideration, the
Company estimates the amount of variable consideration that should be included in the transaction price utilizing the most likely amount to which the
Company expects to be entitled. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant
future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated
amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information that is reasonably
available. Amounts collected on behalf of others (including taxes), where the Company is an agent, are excluded from revenue.
When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or
significantly after performance, resulting in a significant financing component. Applying a practical expedient in the guidance, the Company does not assess
whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer
pays is one year or less.
Contracts with customers may contain multiple performance obligations. For such arrangements, the transaction price is allocated to each performance
obligation based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The
Company determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not
observable through past transactions, the Company estimates the standalone selling price considering available information such as market conditions and
internal pricing guidelines related to the performance obligations.
Contracts may be modified to account for changes in contract specifications and requirements. Contract modifications exist when the modification either
creates new or changes existing enforceable rights and obligations. The effect of a contract modification on the transaction price and measure of progress for
the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative
catch-up basis.
The Company primarily earns revenue from the distribution of its programming services, including licensing of its programming and other content, and
advertising. The Company’s revenue recognition policies summarizing the nature, amount, timing and uncertainty associated with each major source of
revenue from contracts with customers are described below.
Distribution
The majority of the Company’s distribution revenues relate to sales-based and usage-based royalties which are recognized on the later of (i) when the
subsequent sale or usage occurs and (ii) when the performance obligation to which some or all of the sales-based or usage-based royalty has been allocated
has been satisfied or partially satisfied. Occasionally, the Company incurs costs to obtain a distribution contract and these costs are amortized over the period
of the related distribution contract as a reduction of revenue.
Subscription fee revenue: Subscription fees are earned from cable and other multichannel video programming distribution platforms, including direct
broadcast satellite ("DBS"), platforms operated by telecommunications providers and virtual multichannel video programming distributors (collectively
"distributors"), for the rights to use the Company's network programming under multi-year contracts, commonly referred to as "affiliation agreements." The
Company's performance obligation under affiliation agreements is a license of functional intellectual property that is satisfied as the Company provides its
programming over the term of the agreement. The transaction price is represented by subscription fees that are generally based upon (i) contractual rates
applied to the number of the distributor's subscribers who receive or can receive our programming ("rate-per-subscriber"), or (ii) fixed contractual monthly
fees ("fixed fee").
For rate-per-subscriber agreements, the Company applies the sales-based or usage-based royalty guidance, and accordingly, recognizes revenue in the
period of the distributor’s usage, based on the subscription fee earned during the period.
Fixed fee affiliation agreements are generally billed in monthly installments, and such amounts may vary over the term of the contract. In cases where
the invoice amount corresponds directly with the value to the affiliate of the performance to-date, the Company recognizes revenue based on the invoiced
amount. In cases where changes in fees during the contract term do not correspond directly to the value of the performance to-date (for example, if the fees
vary over the contract term due to a significant financing or credit risk component), the Company recognizes the total amount of fixed transaction price over
the contract period using a time-based (e.g., straight-line) measure of progress.
Certain of the Company’s fixed fee affiliation agreements contain guaranteed minimum fees that are recoupable during the term of the agreement, and
variable fees based on rates-per-subscriber after the guaranteed minimum is recouped. The
F-15
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Company recognizes revenue for the fixed consideration over the minimum guarantee period and recognizes variable fees only when cumulative
consideration exceeds the minimum guarantee.
Subscription revenue from AMC Networks SVOD services, consisting of the Company's targeted subscription streaming services: Acorn TV, Shudder,
Sundance Now, and UMC, is recognized as the streaming service is provided to customers.
Content licensing revenue: The Company licenses its original programming content to certain distributors, including under subscription video on-
demand ("SVOD"), pay-per-view ("PPV") and electronic sell-through ("EST") arrangements. Under these arrangements, our performance obligation is a
license to functional intellectual property that provides the distributor the right to use our programming as it exists at a point in time. The satisfaction of the
Company’s performance obligation, and related recognition of revenue, occurs when the content is delivered to the licensee and the license period has begun.
The Company’s performance obligation in a content license arrangement pertains to each distinct unit of content, which is generally each season of an
episodic series or a film. The Company typically delivers all episodes of a season for a series concurrently and the licensee’s rights to exploit the content is
the same across all of the episodes.
For SVOD arrangements, the Company adjusts the transaction price for the time value of money in cases where license fees are paid over several years.
SVOD licensing revenue is recognized at the later of the beginning of the license period, or when we provide the programming to the distributor. The
Company recognizes a contract asset for the difference between the revenue recognized and the amount we are permitted to invoice.
For PPV and EST license fee arrangements, the Company applies the sales-based or usage-based royalty guidance and recognizes revenue in the period
of end-customer purchases, based on the fees earned during the period.
The Company also licenses trademarks, logos, brands, derivative character copyrights, etc. under multi-year arrangements. Under these arrangements,
the Company may receive a non-refundable minimum guarantee that is recoupable against a volume-based royalty throughout the term of the agreement. The
performance obligation is a license of symbolic intellectual property that provides the customer with a right to access the intellectual property. The Company
adjusts the transaction price for the time value of money in cases where license fees are paid over several years. The Company recognizes revenue for the
minimum guarantee on a straight-line basis over the term of the agreement, and recognizes variable fees only when cumulative consideration exceeds the
minimum guarantee.
For production services arrangements, the Company recognizes revenue based on the percentage of cost incurred to total estimated cost of the contract.
The Company’s payment terms vary by the type and location of customer. Generally, payment terms are 30-45 days after revenue is earned. In certain
limited circumstances, agreements with customers have payment terms in excess of one-year after satisfaction of the performance obligation.
Advertising
The Company generates revenues from the sale of advertising time on its networks. In such arrangements, the Company generally promises to air a
certain number of commercials (spots) and to generate guaranteed viewer ratings for an audience demographic (impressions) over a period that generally does
not exceed one year. The promise to deliver impressions by airing spots represents the Company’s performance obligation. Advertising revenues are
recognized as commercials are aired, to the extent that guaranteed viewer ratings are achieved. A contract liability is recognized to the extent the guaranteed
viewer ratings are not met, and is subsequently recognized as revenue either when the Company provides the required additional advertising or the guarantee
obligation contractually expires, which is generally within one year. Generally, payment terms are 30 days after revenue is earned.
Transaction Price Allocated to Future Performance Obligations
The guidance requires disclosure of the aggregate amount of transaction price that is allocated to performance obligations that have not yet been
satisfied as of December 31, 2019. However, the guidance does not apply to sales-based or usage-based royalty arrangements and also provides certain
practical expedients that allow companies to omit this disclosure requirement for (i) contracts with an original expected length of one year or less, (ii)
contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed and (iii) variable consideration
related to a wholly unsatisfied performance obligation.
As of December 31, 2019, other than contracts for which the Company has applied the practical expedients, the aggregate amount of transaction price
allocated to remaining performance obligations was not material to our consolidated revenues.
Contract Balances from Contracts with Customers
F-16
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The timing of revenue recognition, billings and cash collections results in billed receivables, contract assets and contract liabilities in the consolidated
balance sheet.
For certain types of contracts with customers, the Company may recognize revenue in advance of the contractual right to invoice the customer, resulting
in an amount recorded to contract assets. Once the Company has an unconditional right to consideration under a contract, the contract assets are reclassified to
account receivables.
When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer
under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue when, or as, control of the products or services is
transferred to the customer and all revenue recognition criteria have been met. The primary source of the Company’s contract liabilities relates to advertising
sales arrangements and content licensing arrangements. As noted above, the Company’s programming networks generally guarantee viewer ratings for its
programming. If these guaranteed viewer ratings are not met, the Company is required to provide additional advertising units to the advertiser. For these types
of arrangements, a portion of the related revenue is deferred if the guaranteed ratings are not met, representing a contract liability, and is subsequently
recognized either when the Company provides the required additional advertising time or the guarantee obligation contractually expires. In certain content
licensing arrangements, payment may be received in advance of a distributor's ability to exhibit a program. Such payments are recorded as a contract liability
and subsequently recognized when the program becomes available for exhibition.
The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers.
(In thousands)
Balances from contracts with customers:
December 31, 2019
December 31, 2018
Accounts receivable (including long-term, included in Other assets)
$
1,121,834 $
1,018,105
Contract assets, short-term (included in Other current assets)
Contract assets, long-term (included in Other assets)
Contract liabilities (Deferred revenue)
7,283
9,964
63,921
9,131
8,136
55,424
(a) Revenue recognized for the twelve months ended December 31, 2019 relating to the contract liability at December 31, 2018 was $50.2 million.
Note 4. Impairment and Related Charges
In 2019, the Company incurred impairment charges of $106.6 million, consisting of $98.0 million related to goodwill impairment associated with the
AMCNI reporting unit, and $8.6 million related to impairments of intangibles and property and equipment associated with the sale of a subsidiary.
In connection with the preparation of the fourth quarter financial information, the Company performed its annual goodwill impairment test and
concluded that the estimated fair value of the AMCNI reporting unit declined to less than its carrying amount. As a result, the Company recognized an
impairment charge of $98.0 million for the year ended December 31, 2019, reflecting a partial write-down of the goodwill associated with the AMCNI
reporting unit.
In 2018, AMCNI recognized a $4.5 million charge, primarily related to program rights, in connection with the disposition of a business.
In 2017, the Company completed the sale of its Amsterdam-based media logistics business, AMCNI – DMC. In connection with the sale, the Company
recognized a pre-tax loss of $11.0 million and an impairment charge of $17.1 million to reflect the AMCNI – DMC assets held for sale at fair value less
estimated sale costs, which are included in impairment and related charges in the consolidated statement of income for the year ended December 31, 2017.
Note 5. Restructuring and Other Related Charges
Restructuring and other related charges of $40.9 million for the year ended December 31, 2019 related to the management restructuring, which
commenced in the third quarter of 2019, and the AMC Networks SVOD organization restructuring, which commenced in the second quarter of 2019. In
connection with each of these restructuring initiatives, a number of roles were eliminated to address redundancy at the management level and improve the
effectiveness of management while reducing the cost structure of the Company.
In connection with restructuring initiative related to the management team, the Company incurred restructuring charges for severance and other
personnel related costs of $26.0 million, of which $13.5 million was attributable to the National
F-17
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Networks segment and $12.5 million was attributable to the International and Other segment. The Company expects additional restructuring charges in the
first quarter of 2020.
In connection with the AMC Networks SVOD restructuring, management made certain organization changes within the owned subscription streaming
services businesses. The restructuring combined the owned subscription streaming services under one management team. As a result, the Company incurred
restructuring charges of $1.9 million related to severance and other personnel related costs.
In connection with the organization changes in the AMC Networks SVOD business, the Company implemented changes to its strategy for owned
subscription streaming services, including programming that will no longer be made available. As a result, the Company incurred other charges of
$13.0 million related to the write-off of programming associated with the reorganization and change in strategy.
During the third quarter of 2018, management commenced a restructuring initiative designed to reduce the cost structure of the Company. The
restructuring was intended to improve the organizational design of the Company through the elimination of certain roles, a reduction in the grade of certain
roles, an increase in the span of responsibilities of certain senior managers, and the re-alignment of certain senior leaders to new or additional responsibilities.
This restructuring resulted in a $36.0 million charge for the year ended December 31, 2018 primarily related to severance.
During the fourth quarter of 2018, AMCNI completed a portfolio rationalization review that resulted in the termination of distribution in certain
territories, resulting in a $9.9 million charge.
During 2017, the Company incurred restructuring expense related to corporate headquarters severance costs and charges incurred at AMCNI related to
costs associated with the termination of distribution in certain territories.
The following table summarizes the restructuring and other related charges recognized by operating segment:
(In thousands)
National Networks
International and Other
Inter-segment Eliminations
Total restructuring and other related charges
Years Ended December 31,
2019
2018
2017
$
$
13,453 $
28,084
(623)
40,914 $
17,160 $
35,189
(6,502)
45,847 $
The following table summarizes the restructuring and other related charges recognized for the three years:
(In thousands)
Restructuring charges
Other related charges
Total restructuring and other related charges
Years Ended December 31,
2019
2018
2017
27,897 $
13,017
40,914 $
45,847 $
—
45,847 $
$
$
F-18
(53)
6,181
—
6,128
6,128
—
6,128
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes the accrued restructuring and other related costs:
(In thousands)
Balance at December 31, 2017
Charges
Other
Cash payments
Non-cash adjustments
Currency translation
Balance at December 31, 2018
Charges
Other
Cash payments
Non-cash adjustments
Currency translation
Severance and Employee-
Related Costs
Other Exit Costs
Total
$
1,212 $
24 $
35,965
(137)
(3,257)
—
(9)
33,774
26,132
(612)
(31,897)
—
10
9,882
(745)
(297)
(7,440)
(9)
1,415
1,765
(1,480)
(414)
(1,081)
16
Balance at December 31, 2019
$
27,407 $
221 $
1,236
45,847
(882)
(3,554)
(7,440)
(18)
35,189
27,897
(2,092)
(32,311)
(1,081)
26
27,628
Accrued restructuring and other related costs of $27.6 million are included in accrued liabilities in the consolidated balance sheet at December 31, 2019.
Note 6. Program Rights and Obligations
Program Rights
Owned original program rights, net is comprised of $334.5 million of completed programming and $214.2 million of in-production programming at
December 31, 2019 and is included as a component of long-term program rights, net in the consolidated balance sheet. The Company estimates that
approximately 87% of unamortized owned original programming costs, as of December 31, 2019, will be amortized within the next three years. The
Company expects to amortize approximately $173.2 million of unamortized owned original programming costs during the next twelve months. Program
rights write-offs of $40.9 million, $50.5 million and $49.4 million were recorded for the years ended December 31, 2019, 2018 and 2017, respectively.
Program Rights Obligations
Amounts payable subsequent to December 31, 2019 related to program rights obligations included in the consolidated balance sheet are as follows:
(In thousands)
Years Ending December 31,
2020
2021
2022
2023
2024
Thereafter
Note 7. Business Combinations
RLJ Entertainment
$
$
304,692
125,189
70,803
26,500
15,678
1,643
544,505
On July 29, 2018, the Company, Digital Entertainment Holdings LLC, a wholly-owned subsidiary of the Company ("DEH"), and River Merger Sub
Inc., a wholly-owned subsidiary of DEH ("Merger Sub"), and RLJE entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to
which the Company agreed to acquire all of the outstanding shares of RLJE not owned by the Company or entities affiliated with Robert L. Johnson. The
Merger Agreement provided, upon the
F-19
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
terms and subject to the conditions set forth therein, for the merger of Merger Sub with and into RLJE, with RLJE continuing as the surviving corporation and
a subsidiary of DEH (the "Merger").
DEH and RLJE were parties to a Credit and Guaranty Agreement entered into on October 14, 2016 pursuant to which DEH provided term loans to
RLJE (the "RLJE Term Loans"). In connection with the RLJE Credit and Guaranty Agreement, DEH received Class A, Class B and Class C warrants to
purchase at least 20 million shares of RLJE’s common stock, at a price of $3.00 per share (the "RLJE Warrants").
On June 20, 2017, DEH exercised a portion of its RLJE Class A warrants at $3.00 per share and was issued 1.7 million shares of RLJE common stock in
exchange for the cancellation of $5 million of the RLJE Term Loans. As of December 31, 2017, the balance of the RLJE Term Loans was $68 million,
consisting of a $13 million Tranche A term loan and a $55 million Tranche B term loan.
On October 1, 2018, DEH fully exercised the remainder of its Class A warrants at $3.00 per share and was issued 3.3 million shares of RLJE common
stock in exchange for the cancellation of $10.0 million of Tranche B of the RLJE Term Loans. On October 1, 2018, DEH also partially exercised its Class B
warrant at $3.00 per share and was issued 3.4 million shares of RLJE common stock in exchange for the cancellation of $10.1 million of Tranche B of the
RLJE Term Loans. As a result of the warrant exercises, the Company obtained a 51% controlling interest in RLJE and recognized a net gain of $2.6 million
relating to the step-up to fair value of the Company's previously held equity interest in RLJE, which is included in miscellaneous, net in the consolidated
statement of income for the year ended December 31, 2018.
On October 30, 2018, DEH fully exercised the remainder of its Class B warrants at $3.00 per share and was issued 6.6 million shares of RLJE common
stock in exchange for the cancellation of $19.9 million of Tranche B of the RLJE Term Loans. On October 30, 2018, DEH also fully exercised its Class C
warrants at $3.00 per share and was issued 5.0 million shares of RLJE common stock in exchange for the cancellation of $15.0 million of Tranche B of the
RLJE Term Loans. As a result of the warrant exercises, the full amount of Tranche B of the RLJE Term Loans was canceled.
On October 31, 2018, the Company completed the acquisition of RLJE pursuant to the terms of the Merger Agreement. At the Effective Time, Merger
Sub merged with and into RLJE, with RLJE continuing as the surviving corporation and a wholly owned subsidiary of DEH. The Merger Agreement was
approved by the common stockholders of RLJE at a special meeting held earlier on October 31, 2018. The total cash purchase price paid by the Company to
acquire the RLJE securities not previously owned by the Company or entities affiliated with Mr. Johnson was $52.2 million.
Following the Effective Time, DEH was renamed "RLJ Entertainment Holdings LLC" ("RLJE Holdings"). RLJE Holdings is a majority owned
subsidiary of the Company, with a minority stake of 17% held by affiliates of Mr. Johnson. The Company has entered into arrangements with Mr. Johnson
related to the governance of RLJE Holdings and RLJE following the Merger.
The Company accounted for the acquisition of RLJE using the acquisition method of accounting. The acquisition method of accounting requires, among
other things, that the assets acquired and liabilities assumed in a business combination be measured at their estimated respective fair values as of the closing
date of the acquisition. Goodwill recognized in connection with this transaction represents primarily the potential economic benefits that the Company
believes may arise from the acquisition. The goodwill associated with the RLJE acquisition is generally not deductible for tax purposes.
In connection with the acquisition of RLJE, the terms of the operating agreement provide the noncontrolling member with a right to put all of its
noncontrolling interest to a subsidiary of the Company at the greater of the then fair value or the fair value of the initial equity interest at the closing date of
the acquisition. The put option is exercisable following the seventh anniversary of the agreement, or earlier upon a change of control.
The following table summarizes the valuation of the tangible and identifiable intangible assets acquired and liabilities assumed as of October 1, 2018,
the date the Company obtained a controlling interest (in thousands).
F-20
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Fair value of consideration transferred
Fair value of previously held interest
Fair value of redeemable noncontrolling interest
Allocation to net assets acquired:
Cash
Accounts receivable
Prepaid expenses and other current assets
Programming rights
Property and equipment
Other assets (equity method investments)
Intangible assets
Accounts payable
Accrued liabilities
Debt
Goodwill
$
$
$
41,513
130,890
103,359
275,762
3,360
16,316
963
69,775
2,841
38,800
126,600
(12,008)
(42,935)
(25,187)
178,525
97,237
275,762
Levity Entertainment Group LLC
On April 20, 2018, the Company acquired a 57% controlling interest in Levity Entertainment Group LLC ("Levity"), a production services and comedy
venues company, for a total purchase price of $48.4 million. The purchase price consisted of a $35.0 million payment for the outstanding Class B Common
Units of Levity and the acquisition of Series L Preferred Units for $13.4 million. The Company has entered into arrangements with the noncontrolling
members related to the governance of Levity following the Merger. The Company views this acquisition as complementary to its business and programming
content strategy.
The Company accounted for the acquisition of Levity using the acquisition method of accounting. The acquisition method of accounting requires,
among other things, that the assets acquired and liabilities assumed in a business combination be measured at their estimated respective fair values as of the
closing date of the acquisition. Goodwill recognized in connection with this transaction represents primarily the potential economic benefits that the Company
believes may arise from the acquisition. The goodwill associated with the Levity acquisition is generally deductible for tax purposes.
In connection with the acquisition of Levity, the terms of the operating agreement provide the noncontrolling interest holders with a right to put 50% of
their interests to a subsidiary of the Company on the four year anniversary of the agreement and a right to put all of their interests to the Company on the six
year anniversary of the agreement. The put rights are at fair market value.
The following table summarizes the valuation of the tangible and identifiable intangible assets acquired and liabilities assumed (in thousands).
F-21
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Cash paid for controlling interest
Redeemable noncontrolling interest
Allocation to net assets acquired:
Cash
Other current assets
Property and equipment
Intangible assets
Other noncurrent assets
Current liabilities
Noncurrent liabilities
Noncontrolling interests acquired
Fair value of net assets acquired
Goodwill
$
$
$
48,350
30,573
78,923
13,471
17,251
20,663
46,413
3,306
(23,647)
(21,394)
(1,354)
54,709
24,214
78,923
Unaudited Pro forma financial information
The following unaudited pro forma financial information is based on (i) the historical financial statements of AMC Networks, (ii) the historical financial
statements of RLJE and (iii) the historical financial statements of Levity and is intended to provide information about how the acquisitions may have affected
the Company's historical consolidated financial statements if they had occurred as of January 1, 2017. The unaudited pro forma information has been prepared
for comparative purposes only and includes adjustments for estimated additional depreciation and amortization expense as a result of tangible and identifiable
intangible assets acquired. The pro forma information is not necessarily indicative of the results of operations that would have been achieved had the
acquisition taken place on the date indicated or that may result in the future.
(In thousands, except per share data)
Revenues, net
Income from operations, net of income taxes
Net income per share, basic
Net income per share, diluted
Pro forma Financial Information for the Year Ended December 31,
2018
2017
$
$
$
$
3,087
426
7.34
7.23
$
$
$
$
3,033
459
7.06
6.99
Revenues, net and operating loss attributable to business acquisitions of $134.9 million and $2.8 million, respectively are included in the consolidated
statement of income from their respective acquisition dates to December 31, 2018. For the year ended December 31, 2018, the Company incurred acquisition
related costs of $7.3 million which are included in selling, general and administrative expense in the consolidated statement of income.
Note 8. Investments
Equity Method Investments
Equity method investments were $69.1 million and $90.9 million at December 31, 2019 and 2018, respectively, and are included in Other assets in the
consolidated balance sheets. In December 2019, one of the Company's equity method investments had a call option exercised to purchase the Company's
interest in the joint venture. The call price of $20.0 million is equal to the Company's initial investment. The Company reclassified its investment in the joint
venture to other receivables (current and noncurrent) as of December 31, 2019. In September 2018, the Company recognized an impairment charge of $3.5
million related to the partial write-down of an equity method investment, which is included in miscellaneous, net in the consolidated statement of income.
Marketable Equity Securities
The Company classifies publicly traded investments with readily determinable fair values that are not accounted for under the equity method as
marketable equity securities. Marketable equity securities are recorded at cost and adjusted to fair value at each reporting period. The changes in fair value
between measurement dates are recorded in realized and unrealized gains (losses) on equity securities, included in miscellaneous, net in the consolidated
statements of income.
F-22
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
During 2019, the Company purchased an additional interest in one of its marketable equity securities of $3.5 million. Investments in marketable equity
securities were $4.4 million at December 31, 2019 and $1.2 million at December 31, 2018 and are included in Other assets in the consolidated balance sheets.
Non-marketable Equity Securities
The Company classifies investments without readily determinable fair values that are not accounted for under the equity method as non-marketable
equity securities. The accounting guidance requires non-marketable equity securities to be recorded at cost and adjusted to fair value at each reporting period.
However, the guidance allows for a measurement alternative, which is to record the investments at cost, less impairment, if any, and subsequently adjust for
observable price changes of identical or similar investments of the same issuer. The Company applies this measurement alternative to its non-marketable
equity securities. When an observable event occurs, the Company estimates the fair values of its non-marketable equity securities based on Level 2 inputs that
are derived from observable price changes of similar securities adjusted for insignificant differences in rights and obligations. The changes in value are
recorded in realized and unrealized gains (losses) on equity securities, included in miscellaneous, net in the consolidated statements of income.
In 2018, the Company made an investment in fuboTV Inc. of $25.0 million, and provided a senior secured term loan to fuboTV Inc. of $25.0 million
with a maturity date of April 6, 2023.
The Company recognized impairment charges of $20.2 million and $10.0 million for the years ended December 31, 2019 and 2018, respectively, related
to the partial write-down of certain non-marketable equity securities, included in miscellaneous, net in the consolidated statements of income.
Investments in non-marketable equity securities were $61.8 million at December 31, 2019 and $71.8 million at December 31, 2018 and are included in
Other assets in the consolidated balance sheets.
Note 9. Property and Equipment
Property and equipment (including equipment under capital leases) consists of the following:
(In thousands)
Program, service and test equipment
Satellite equipment
Furniture and fixtures
Transmission equipment
Leasehold improvements
Property and equipment
Accumulated depreciation and amortization
Property and equipment, net
December 31,
2019
2018
Estimated
Useful Lives
$
296,680 $
46,871
29,811
76,604
181,088
631,054
(347,302)
$
283,752 $
250,328
46,368
29,421
58,710
155,353
540,180
(293,918)
246,262
5 years
Term of lease
3 to 8 years
5 years
Term of lease
Depreciation and amortization expense on property and equipment (including capital leases) amounted to $54.9 million, $48.3 million and $47.6
million, for the years ended December 31, 2019, 2018 and 2017, respectively.
At December 31, 2019 and 2018, the gross amount of equipment and related accumulated amortization recorded under finance leases were as follows:
(In thousands)
Satellite equipment
Less accumulated amortization
December 31,
2019
2018
$
$
46,871 $
(31,158)
15,713 $
46,368
(26,808)
19,560
F-23
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 10. Goodwill and Other Intangible Assets
The carrying amount of goodwill, by operating segment is as follows:
(In thousands)
December 31, 2017
Additions
Amortization of "second component" goodwill
Foreign currency translation
December 31, 2018
Impairment charge
Purchase accounting adjustments
Amortization of "second component" goodwill
Foreign currency translation
December 31, 2019
International
and Other
Total
National Networks
$
239,759 $
—
(1,328)
—
238,431
—
—
(1,328)
—
455,399 $
123,865 $
—
(19,658)
559,606
(97,996)
(2,414)
—
5,681
$
237,103 $
464,877 $
695,158
123,865
(1,328)
(19,658)
798,037
(97,996)
(2,414)
(1,328)
5,681
701,980
As of December 31, 2019, the accumulated impairment charges totaled $98.0 million.
The increase in the carrying amount of goodwill in 2018 for the International and Other segment relates to the acquisitions of RLJE and Levity (see
Note 7).
The reduction of $1.3 million in the carrying amount of goodwill for the National Networks is due to the realization of a tax benefit for the amortization
of "second component" goodwill at SundanceTV. Second component goodwill is the amount of tax deductible goodwill in excess of goodwill for financial
reporting purposes. In accordance with the authoritative guidance at the time of the SundanceTV acquisition, the tax benefits associated with this excess are
applied to first reduce the amount of goodwill, and then other intangible assets for financial reporting purposes, if and when such tax benefits are realized in
the Company's tax returns.
Annual Impairment Test of Goodwill
Goodwill
Goodwill is not amortized, but instead is tested for impairment at the reporting unit level annually as of December 1, or more frequently upon the
occurrence of certain events or substantive changes in circumstances. The annual goodwill impairment test allows for the option to first assess qualitative
factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is determined, on the basis of
qualitative factors, that the fair value of a reporting unit is, more likely than not, less than its carrying value, the quantitative impairment test is required. In
accordance with Accounting Standards Update 2017-04 Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, the
Company recognizes goodwill impairment as the difference between the carrying amount of a reporting unit and its fair value, but not to exceed the carrying
amount of goodwill.
We performed a quantitative assessment for our International Programming Networks reporting unit. The fair value was determined using a
combination of an income approach, using a discounted cash flow model (DCF), and a market comparables approach. The DCF model includes significant
assumptions about revenue growth rates, long-term growth rates and enterprise specific discount rates. Additionally, the market comparables approach is
determined using guideline company financial multiples. Given the uncertainty in determining assumptions underlying the DCF approach, actual results may
differ from those used in the valuations.
Based on the valuations performed, in response to current and expected trends across the International television broadcasting markets, the fair value of
the Company's AMCNI reporting unit declined to less than its carrying amount. As a result, the Company recognized an impairment charge of $98.0 million
related to the AMCNI reporting unit.
No impairment charge was required for any of the Company's other reporting units.
The determination of fair value of the Company's AMCNI reporting unit represents a Level 3 fair value measurement in the fair value hierarchy due to
its use of internal projections and unobservable measurement inputs. Changes in significant judgments and estimates could significantly impact the concluded
fair value of the reporting unit or the valuation of intangible assets. Changes to assumptions that would decrease the fair value of the reporting unit would
result in corresponding increases to the impairment of goodwill at the reporting unit.
F-24
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes information relating to the Company's identifiable intangible assets:
(In thousands)
Amortizable intangible assets:
Gross
December 31, 2019
Accumulated
Amortization
Net
Estimated
Useful Lives
Affiliate and customer relationships
$
616,197 $
(232,193) $
Advertiser relationships
Trade names
Other amortizable intangible assets
Total amortizable intangible assets
Indefinite-lived intangible assets:
Trademarks
Total intangible assets
(In thousands)
Amortizable intangible assets:
Affiliate and customer relationships
Advertiser relationships
Trade names
Other amortizable intangible assets
Total amortizable intangible assets
Indefinite-lived intangible assets:
Trademarks
Total intangible assets
46,282
113,075
2,798
778,352
(21,820)
(17,997)
(1,711)
(273,721)
19,900
—
798,252 $
(273,721) $
6 to 25 years
11 years
3 to 20 years
5 to 11 years
384,004
24,462
95,078
1,087
504,631
19,900
524,531
$
$
Gross
December 31, 2018
Accumulated
Amortization
Net
620,771 $
(198,500) $
46,282
118,772
13,643
799,468
(17,613)
(17,971)
(6,377)
(240,461)
19,900
—
$
819,368 $
(240,461) $
422,271
28,669
100,801
7,266
559,007
19,900
578,907
Aggregate amortization expense for amortizable intangible assets for the years ended December 31, 2019, 2018 and 2017 was $46.2 million, $43.0
million and $47.1 million, respectively. Estimated aggregate amortization expense for intangible assets subject to amortization for each of the following five
years is:
(In thousands)
Years Ending December 31,
2020
2021
2022
2023
2024
$
47,016
46,579
45,937
45,502
45,432
Impairment Test of Identifiable Indefinite-Lived Intangible Assets
Based on the Company's 2019 annual impairment test for identifiable indefinite-lived intangible assets, no impairment charge was required. The
Company's indefinite-lived intangible assets relate to SundanceTV trademarks, which were valued using a relief-from-royalty method in which the expected
benefits are valued by discounting estimated royalty revenue over projected revenues covered by the trademarks. In order to evaluate the sensitivity of the fair
value calculations for the Company's identifiable indefinite-lived intangible assets, the Company applied a hypothetical 20% decrease to the estimated fair
value of the identifiable indefinite-lived intangible assets. This hypothetical decrease in estimated fair value would not result in an impairment.
Significant judgments inherent in estimating the fair value of indefinite-lived intangible assets include the selection of appropriate discount and royalty
rates, estimating the amount and timing of estimated future cash flows and identification of appropriate continuing growth rate assumptions. The discount
rates used in the analysis are intended to reflect the risk inherent in the projected future cash flows generated by the respective intangible assets.
F-25
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 11. Accrued Liabilities
Accrued liabilities consist of the following:
(In thousands)
Employee related costs
Participations and residuals
Interest
Other accrued expenses
Total accrued liabilities
Note 12. Long-term Debt
The Company's long-term debt consists of:
(In thousands)
Senior Secured Credit Facility:
Term Loan A Facility
Senior Notes:
4.75% Notes due August 2025
5.00% Notes due April 2024
4.75% Notes due December 2022
Other debt
Total long-term debt
Unamortized discount
Unamortized deferred financing costs
Long-term debt, net
Current portion of long-term debt
Noncurrent portion of long-term debt
December 31, 2019
December 31, 2018
$
$
89,753 $
70,682
29,767
61,012
251,214 $
100,729
70,955
30,018
63,216
264,918
December 31, 2019
December 31, 2018
$
731,250 $
750,000
800,000
1,000,000
600,000
—
3,131,250
(24,351)
(10,670)
3,096,229
56,250
$
3,039,979 $
800,000
1,000,000
600,000
2,584
3,152,584
(29,181)
(13,848)
3,109,555
21,334
3,088,221
Amended and Restated Senior Secured Credit Facility
On July 28, 2017, AMC Networks entered into a Second Amended and Restated Credit Agreement (the "Credit Agreement") among AMC Networks
and its subsidiary, AMC Network Entertainment LLC, as the Initial Borrowers, certain of AMC Networks' subsidiaries, as restricted subsidiaries, JPMorgan
Chase Bank, N.A., as Administrative Agent, Collateral Agent and an L/C Issuer, Bank of America, as an L/C Issuer, and the lenders party thereto. The Credit
Agreement amends and restates AMC Networks' prior credit agreement dated December 16, 2013 in its entirety. The Credit Agreement provides the Initial
Borrowers with senior secured credit facilities consisting of (a) a $750 million Term Loan A (the "Term Loan A Facility") after giving effect to the
approximate $400 million payment from the proceeds of the 4.75% Notes due 2025 described below and (b) a $500 million revolving credit facility (the
"Revolving Facility") that was not drawn upon initially. Under the Credit Agreement, the maturity date of the Term Loan A Facility was extended to July 28,
2023 and the maturity date of the Revolving Facility was extended to July 28, 2022.
Borrowings under the Credit Agreement bear interest at a floating rate, which at the option of the Initial Borrowers may be either (a) a base rate plus an
additional rate ranging from 0.25% to 1.25% per annum (determined based on a cash flow ratio) (the "Base Rate"), or (b) a Eurodollar rate plus an additional
rate ranging from 1.25% to 2.25% per annum (determined based on a cash flow ratio) (the "Eurodollar Rate"), provided that for the six month period
following the closing date, the additional rate used in calculating both floating rates was (i) 0.50% per annum for borrowings bearing the Base Rate, and
(ii) 1.50% per annum for borrowings bearing the Eurodollar Rate.
The Credit Agreement requires the Initial Borrowers to pay a commitment fee of between 0.25% and 0.50% (determined based on a cash flow ratio) in
respect of the average daily unused commitments under the Revolving Facility. The Initial Borrowers also are required to pay customary letter of credit fees,
as well as fronting fees, to banks that issue letters of credit pursuant to the Credit Agreement.
F-26
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
All obligations under the Credit Agreement are guaranteed by certain of the Initial Borrowers' existing and future domestic restricted subsidiaries in
accordance with the Credit Agreement. All obligations under the Credit Agreement, including the guarantees of those obligations, are secured by certain
assets of the Initial Borrowers and certain of their subsidiaries (collectively, the "Loan Parties").
The Credit Agreement contains certain affirmative and negative covenants applicable to the Loan Parties. These include restrictions on the Loan Parties'
ability to incur indebtedness, make investments, place liens on assets, dispose of assets, enter into certain affiliate transactions and make certain restricted
payments, including restrictions on AMC Networks' ability to pay dividends on and to repurchase its common stock. The Credit Agreement also requires the
Initial Borrowers to comply with the following financial covenants: (i) a maximum ratio of net debt to annual operating cash flow (each defined in the Credit
Agreement) of 6.00:1 initially and decreasing in steps down to 5.00:1 on and after January 1, 2022, subject to increase if AMC Networks consummates any
leveraging acquisition; and (ii) a minimum ratio of annual operating cash flow to annual total interest expense (as defined in the Credit Agreement) of 2.50:1.
The revolving credit facility was not drawn upon at December 31, 2019. The total undrawn revolver commitment is available to be drawn for our
general corporate purposes.
AMC Networks was in compliance with all of its financial covenants under the Credit Facility as of December 31, 2019.
For the year ended December 31, 2017, in connection with the issuance of the 4.75% Notes due 2025 and the amendment to the Credit Agreement,
AMC Networks incurred a loss on extinguishment of debt of $3.0 million for the write-off of a portion of unamortized deferred financing costs, and incurred
financing costs of $10.4 million, of which $9.4 million were deferred and are being amortized, using the effective interest method, to interest expense over the
term of the related borrowing, and $1.0 million were expensed when incurred.
4.75% Notes due 2025
On July 28, 2017, AMC Networks issued, and certain of AMC Networks' subsidiaries (hereinafter, the "Guarantors") guaranteed $800 million aggregate
principal amount of senior notes due August 1, 2025 (the "4.75% Notes due 2025") in a registered public offering. The 4.75% Notes due 2025 were issued net
of a $14.0 million underwriting discount. AMC Networks used approximately $400 million of the net proceeds to repay loans under AMC Networks' Term
Loan A Facility and to pay fees and expenses related to the issuance. The remaining proceeds are for general corporate purposes. The 4.75% Notes due 2025
were issued pursuant to an indenture, dated as of March 30, 2016, as amended by the Second Supplemental Indenture, dated as of July 28, 2017.
The 4.75% Notes due 2025 bear interest at a rate of 4.75% per annum and mature on August 1, 2025. Interest is payable semiannually on February 1
and August 1 of each year, commencing on February 1, 2018. The 4.75% Notes due 2025 are AMC Networks' general senior unsecured obligations and rank
equally with all of AMC Networks' and the Guarantors' existing and future unsecured and unsubordinated indebtedness, but are effectively subordinated to all
of AMC Networks' and the guarantors' existing and future secured indebtedness, including all borrowings and guarantees under the Credit Agreement referred
to above, to the extent of the assets securing that indebtedness. The 4.75% Notes due 2025 are subject to redemption on the terms set forth in the Second
Supplemental Indenture.
The 4.75% Notes due 2025 may be redeemed, at AMC Networks' option, in whole or in part, at any time on or after August 1, 2021, at a redemption
price equal to 102.375% of the principal amount thereof (plus accrued and unpaid interest thereon, if any, to the date of such redemption), declining annually
to 100% of the principal amount thereof (plus accrued and unpaid interest thereon, if any, to the date of such redemption) beginning on August 1, 2023.
In addition to the optional redemption of the 4.75% Notes due 2025 described above, at any time prior to August 1, 2020, AMC Networks may redeem
up to 35% of the aggregate principal amount of the 4.75% Notes due 2025 at a redemption price equal to 104.750% of the principal amount thereof, plus
accrued and unpaid interest and additional interest, if any, using the net proceeds of certain equity offerings.
Finally, at any time prior to August 1, 2021, AMC Networks may redeem the 4.75% Notes due 2025, at its option in whole or in part, at any time and
from time to time, at a redemption price equal to 100% of the principal amount thereof to be redeemed plus the "Applicable Premium" calculated as described
in the Second Supplemental Indenture at the rate of T+50 basis points, and accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.
The indenture governing the 4.75% Notes due 2025 contains certain affirmative and negative covenants applicable to AMC Networks and its restricted
subsidiaries including restrictions on their ability to incur additional indebtedness, consummate certain assets sales, make investments in entities that are not
restricted subsidiaries, create liens on their assets, enter into certain affiliate transactions and make certain restricted payments, including restrictions on AMC
Networks' ability to pay dividends on, or repurchase, its common stock.
F-27
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
5.00% Notes due 2024
On March 30, 2016, the Company issued $1.0 billion in aggregate principal amount of 5.00% senior notes due 2024 (the "5.00% Notes due 2024"), net
of an issuance discount of $17.5 million. AMC Networks used $703 million of the net proceeds of this offering to make a cash tender ("Tender Offer") for its
outstanding 7.75% Notes due 2021 (the "7.75% Notes"). In addition, $45.6 million of the proceeds from the issuance of the 5.00% Notes due 2024 was used
for the redemption of the 7.75% Notes not tendered. The remaining proceeds are for general corporate purposes. The 5.00% Notes due 2024 were issued
pursuant to an indenture dated as of March 30, 2016.
In connection with the issuance of the 5.00% Notes due 2024, AMC Networks incurred deferred financing costs of $2.1 million, which are being
amortized, using the effective interest method, to interest expense over the term of the 5.00% Notes due 2024.
Interest on the 5.00% Notes due 2024 is payable semi-annually in arrears on April 1 and October 1 of each year.
The 5.00% Notes due 2024 may be redeemed, in whole or in part, at any time on or after April 1, 2020, at a redemption price equal to 102.5% of the
principal amount thereof (plus accrued and unpaid interest thereon, if any, to the date of such redemption), declining annually to 100% of the principal
amount thereof (plus accrued and unpaid interest thereon, if any, to the date of such redemption) beginning on April 1, 2022.
The 5.00% Notes due 2024 are guaranteed on a senior unsecured basis by the Guarantors, in accordance with the indenture governing the 5.00% Notes
due 2024. The guarantees under the 5.00% Notes due 2024 are full and unconditional and joint and several.
The indenture governing the 5.00% Notes due 2024 contains certain affirmative and negative covenants applicable to AMC Networks and its restricted
subsidiaries including restrictions on their ability to incur additional indebtedness, consummate certain assets sales, make investments in entities that are not
restricted subsidiaries, create liens on their assets, enter into certain affiliate transactions and make certain restricted payments, including restrictions on AMC
Networks' ability to pay dividends on, or repurchase, its common stock.
4.75% Senior Notes due 2022
On December 17, 2012, AMC Networks issued $600 million in aggregate principal amount of its 4.75% senior notes, net of an issuance discount of
$10.5 million, due December 15, 2022 (the "4.75% Notes due 2022"). AMC Networks used the net proceeds of this offering to repay the outstanding amount
under its term loan B facility of approximately $587.6 million, with the remaining proceeds used for general corporate purposes. The 4.75% Notes due 2022
were issued pursuant to an indenture, and first supplemental indenture, each dated as of December 17, 2012.
In connection with the issuance of the 4.75% Notes due 2022, AMC Networks incurred deferred financing costs of $1.5 million, which are being
amortized, using the effective interest method, to interest expense over the term of the 4.75% Notes due 2022.
Interest on the 4.75% Notes due 2022 accrues at the rate of 4.75% per annum and is payable semi-annually in arrears on June 15 and December 15 of
each year.
The 4.75% Notes due 2022 may be redeemed, in whole or in part, at a redemption price equal to 100.792% of the principal amount thereof (plus
accrued and unpaid interest thereon, if any, to the date of such redemption), declining annually to 100% of the principal amount thereof (plus accrued and
unpaid interest thereon, if any, to the date of such redemption) beginning on December 15, 2020.
The 4.75% Notes due 2022 are guaranteed on a senior unsecured basis by the Guarantors, in accordance with the indenture governing the 4.75% Notes
due 2022. The guarantees under the 4.75% Notes due 2022 are full and unconditional and joint and several.
The indenture governing the 4.75% Notes due 2022 contains certain affirmative and negative covenants applicable to AMC Networks and its restricted
subsidiaries including restrictions on their ability to incur additional indebtedness, consummate certain assets sales, make investments in entities that are not
restricted subsidiaries, create liens on their assets, enter into certain affiliate transactions and make certain restricted payments, including restrictions on AMC
Networks' ability to pay dividends on, or repurchase, its common stock.
F-28
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Summary of Debt Maturities
Total amounts payable by the Company under its various debt obligations outstanding as of December 31, 2019 are as follows:
(In thousands)
Years Ending December 31,
2020
2021
2022
2023
2024
Thereafter
Other Debt
$
56,250
75,000
675,000
525,000
1,000,000
800,000
As a result of the acquisition of Levity, the Company has two lines of credit totaling $5 million. The lines of credit bear interest at the greater of
3.5% or the prime rate and mature on March 22, 2020. There were no outstanding borrowings on either line of credit as of December 31, 2019.
Subsequent Event - Partial Redemption of 4.75% Notes due 2022
On February 3, 2020 the Company announced its intention to redeem $200 million of the outstanding $600 million principal amount of its 4.75%
Notes due 2022. The 4.75% Notes due 2022 will be redeemed on March 4, 2020 (the "Redemption Date") at a redemption price of 100.792% of the principal
amount of the 4.75% Notes due 2022, plus accrued and unpaid interest to, but excluding, the Redemption Date.
Note 13. Fair Value Measurement
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable.
Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources
while unobservable inputs reflect a reporting entity's pricing based upon their own market assumptions. The fair value hierarchy consists of the following
three levels:
•
•
•
Level I—Quoted prices for identical instruments in active markets.
Level II—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active;
and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level III—Instruments whose significant value drivers are unobservable.
The following table presents for each of these hierarchy levels, the Company's financial assets and liabilities that are measured at fair value on a
recurring basis at December 31, 2019 and December 31, 2018:
F-29
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands)
Assets:
At December 31, 2019:
Cash equivalents
Marketable securities
Foreign currency derivatives
Liabilities:
Interest rate swap contracts
Foreign currency derivatives
At December 31, 2018:
Assets:
Cash equivalents
Marketable securities
Foreign currency derivatives
Liabilities:
Interest rate swap contracts
Foreign currency derivatives
Level I
Level II
Level III
Total
$
191,214 $
— $
— $
191,214
4,448
—
—
—
—
1,884
1,966
1,888
—
—
—
—
$
68,498 $
— $
— $
1,173
—
—
—
—
3,509
356
3,121
—
—
—
—
4,448
1,884
1,966
1,888
68,498
1,173
3,509
356
3,121
The Company's cash equivalents and marketable securities are classified within Level I of the fair value hierarchy because they are valued using quoted
market prices.
The Company's interest rate swap contracts and foreign currency derivatives are classified within Level II of the fair value hierarchy and their fair
values are determined based on a market approach valuation technique that uses readily observable market parameters and the consideration of counterparty
risk.
At December 31, 2019, the Company does not have any other assets or liabilities measured at fair value on a recurring basis that would be considered
Level III.
Fair value measurements are also used in nonrecurring valuations performed in connection with acquisition accounting. These nonrecurring valuations
primarily include the valuation of affiliate and customer relationships intangible assets, advertiser relationship intangible assets and property and equipment.
All of our nonrecurring valuations use significant unobservable inputs and therefore fall under Level III of the fair value hierarchy.
Credit Facility Debt and Senior Notes
The fair values of each of the Company's debt instruments are based on quoted market prices for the same or similar issues or on the current rates
offered to the Company for instruments of the same remaining maturities.
The carrying values and estimated fair values of the Company's financial instruments, excluding those that are carried at fair value in the consolidated
balance sheets are summarized as follows:
(In thousands)
Debt instruments:
Term Loan A Facility
4.75% Notes due August 2025
5.00% Notes due April 2024
4.75% Notes due December 2022
Other debt
December 31, 2019
Carrying
Amount
Estimated
Fair Value
$
$
723,560 $
788,247
988,609
595,813
—
3,096,229 $
724,303
803,000
1,020,000
605,250
—
3,152,553
F-30
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands)
Debt instruments:
Term Loan A facility
4.75% Notes due August 2025
5.00% Notes due April 2024
4.75% Notes due December 2022
Other debt
December 31, 2018
Carrying
Amount
Estimated
Fair Value
$
$
739,710 $
786,458
986,275
594,528
2,584
738,750
720,000
947,500
580,500
2,584
3,109,555 $
2,989,334
Fair value estimates related to the Company's debt instruments presented above are made at a specific point in time, based on relevant market
information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant
judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Note 14. Derivative Financial Instruments
Interest Rate Risk
To manage interest rate risk, the Company enters into interest rate swap contracts to adjust the amount of total debt that is subject to variable interest
rates. Such contracts effectively fix the borrowing rates on floating rate debt to limit the exposure against the risk of rising interest rates. The Company does
not enter into interest rate swap contracts for speculative or trading purposes and it has only entered into interest rate swap contracts with financial institutions
that it believes are creditworthy counterparties. The Company monitors the financial institutions that are counterparties to its interest rate swap contracts and
to the extent possible diversifies its swap contracts among various counterparties to mitigate exposure to any single financial institution.
The Company's risk management objective and strategy with respect to interest rate swap contracts is to protect the Company against adverse
fluctuations in interest rates by reducing its exposure to variability in cash flows relating to interest payments on a portion of its outstanding debt. The
Company is meeting its objective by hedging the risk of changes in its cash flows (interest payments) attributable to changes in the LIBOR index rate, the
designated benchmark interest rate being hedged (the "hedged risk"), on an amount of the Company's debt principal equal to the then-outstanding swap
notional. The forecasted interest payments are deemed to be probable of occurring.
The Company assesses, both at the hedge's inception and on an ongoing basis, hedge effectiveness based on the overall changes in the fair value of the
interest rate swap contracts. Hedge effectiveness of the interest rate swap contracts is based on a hypothetical derivative methodology. Any ineffective portion
of an interest rate swap contract which is designated as a hedging instrument is recorded in current-period earnings. Changes in fair value of interest rate swap
contracts not designated as hedging instruments are also recognized in earnings and included in interest expense.
As of December 31, 2019, the Company had interest rate swap contracts outstanding with notional amounts aggregating $100.0 million that are
designated as cash flow hedges. The Company's outstanding interest rate swap contracts mature in December 2021.
Foreign Currency Exchange Rate Risk
We are exposed to foreign currency risk to the extent that we enter into transactions denominated in currencies other than our subsidiaries' respective
functional currencies (non-functional currency risk), such as affiliation agreements, programming contracts, certain trade receivables and accounts payable
(including intercompany amounts) that are denominated in a currency other than the applicable functional currency.
To manage foreign currency exchange rate risk, the Company may enter into foreign currency contracts from time to time with financial institutions to
limit the exposure to fluctuations in foreign currency exchange rates. The Company does not enter into foreign currency contracts for speculative or trading
purposes.
In certain circumstances, the Company enters into contracts that are settled in currencies other than the functional or local currencies of the contracting
parties. Accordingly, these contracts consist of the underlying operational contract and an embedded foreign currency derivative element. Hedge accounting is
not applied to the embedded foreign currency derivative element and changes in their fair values are included in miscellaneous, net in the consolidated
statement of income.
F-31
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Other Derivatives
During 2018, the Company exercised RLJE Warrants (See Note 7). In addition, the interest on the RLJE Term Loans to be paid in shares of RLJE
common stock (prior to the acquisition) is an embedded derivative. Both the RLJE Warrants and the embedded derivative for the future interest to be paid in
shares of RLJE common stock were remeasured at the end of each period with changes in fair value recorded in the consolidated statement of income.
For the years ended December 31, 2018 and 2017, the Company recorded a gain of $30.2 million and $20.2 million, respectively, related to the RLJE
Warrants which is included in miscellaneous, net in the consolidated statement of income.
The fair values of the Company's derivative financial instruments included in the consolidated balance sheets are as follows:
(In thousands)
Derivatives designated as hedging instruments:
Liabilities:
Balance Sheet Location
December 31,
2019
2018
Interest rate swap contracts
Accrued liabilities
Derivatives not designated as hedging instruments:
Assets:
Foreign currency derivatives
Foreign currency derivatives
Liabilities:
Foreign currency derivatives
Foreign currency derivatives
Prepaid expenses and other current assets
Other assets
Accrued liabilities
Other liabilities
$
$
$
1,966 $
356
891 $
993
687 $
1,202
1,452
2,057
700
2,421
The amount of the gains and losses related to the Company's derivative financial instruments designated as hedging instruments are as follows:
Gain or (Loss) on Derivatives
Recognized in OCI
Years Ended December 31,
2019
2018
Location of Gain or
(Loss) in Earnings
Gain or (Loss) Reclassified
from Accumulated OCI
into Earnings (a)
Years Ended December 31,
2019
2018
(In thousands)
Derivatives in cash flow hedging
relationships:
Interest rate swap contracts
$
(1,609) $
(356)
Interest expense
$
295 $
—
(a) There were no gains or losses recognized in earnings related to any ineffective portion of the hedging relationship or related to any amount excluded
from the assessment of hedge effectiveness for the years ended December 31, 2019 and 2018.
The amount of the gains and losses related to the Company's derivative financial instruments not designated as hedging instruments are as follows:
(In thousands)
Interest rate swap contracts
Foreign currency derivatives
Other derivatives
Total
Location of Gain (Loss) Recognized
in Earnings on Derivatives
Amount of Gain (Loss) Recognized in Earnings
on Derivatives
Years Ended December 31,
2019
2018
2017
Interest expense
Miscellaneous, net
Miscellaneous, net
$
$
— $
(1,444) $
301
—
1,279
42,092
301 $
41,927 $
3
(2,958)
24,223
21,268
F-32
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 15. Leases
Certain subsidiaries of the Company lease office space and equipment under long-term non-cancelable lease agreements which expire at various
dates through 2034. Leases with an initial term of 12 months or less are not recorded on the balance sheet, instead the lease expense is recorded on a straight-
line basis over the lease term. For lease agreements entered into, we combine lease and non-lease components. Some leases include options to extend the
lease term or terminate the lease prior to the end of the lease term. The depreciable life of assets and leasehold improvements are limited by the expected lease
term, unless there is a transfer of title or purchase option reasonably certain of exercise.
The leases generally provide for fixed annual rentals plus certain other costs or credits. Some leases include rental payments based on a percentage of
revenue over contractual levels or based on an index or rate. Our lease agreements do not include any material residual value guarantees or material restrictive
covenants.
The following table summarizes the leases included in the consolidated balance sheets as follows:
(In thousands)
Assets
Operating
Finance
Total lease assets
Liabilities
Current:
Operating
Finance
Noncurrent:
Operating
Finance
Total lease liabilities
Balance Sheet Location
December 31, 2019
Operating lease right-of-use assets
Property and equipment, net
Current portion of lease obligations
Current portion of lease obligations
Lease obligations
Lease obligations
$
$
$
$
170,056
15,713
185,769
30,171
3,788
33,959
193,570
17,477
211,047
245,006
As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease
commencement date. Upon transition to ASC Topic 842, the Company used the incremental borrowing rate on January 1, 2019 for all operating leases that
commenced prior to that date.
The following table summarizes the lease costs included in the consolidated statement of income:
(In thousands)
Operating lease costs
Finance lease costs:
Amortization of leased assets
Interest on lease liabilities
Short term lease costs
Variable lease costs
Total net lease costs
Income Statement Location
December 31, 2019
$
$
33,184
2,472
2,513
3,309
1,068
42,546
SG&A expenses
Depreciation and amortization
Net interest expense
SG&A expenses
SG&A expenses
F-33
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes the maturity of lease liabilities for operating and finance leases:
(In thousands)
2020
2021
2022
2023
2024
Thereafter
Total lease payments
Less: Interest
Present value of lease liabilities
Operating Leases
Finance Leases
Total
$
39,446 $
5,863 $
32,681
34,330
34,915
34,391
92,963
268,726
44,990
4,389
4,416
4,442
4,469
5,197
28,776
7,506
$
223,736 $
21,270 $
45,309
37,070
38,746
39,357
38,860
98,160
297,502
52,496
245,006
The following table summarizes the weighted average remaining lease term and discount rate for operating and finance leases:
December 31, 2019
Weighted average remaining lease term (years):
Operating leases
Finance leases
Weighted average discount rate:
Operating leases
Finance leases
The following table summarizes the supplemental cash paid for amounts in the measurement of lease liabilities:
Operating cash flows from operating leases
Financing cash flows from finance leases
December 31, 2019
$
$
Rent expense for the years ended December 31, 2019, 2018 and 2017 amounted to $38.8 million, $38.0 million and $31.7 million, respectively.
Note 16. Income Taxes
Income (loss) from continuing operations before income taxes consists of the following components:
7.7
5.9
4.8 %
10.5 %
26,758
5,115
(In thousands)
Domestic
Foreign
Total
Years Ended December 31,
2019
2018
2017
$
$
529,451 $
(43,265)
486,186 $
587,346 $
32,927
620,273 $
618,955
21,423
640,378
F-34
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Income tax expense attributable to continuing operations consists of the following components:
(In thousands)
Current expense:
Federal
State
Foreign
Deferred expense (benefit):
Federal
State
Foreign
Tax expense (benefit) relating to uncertain tax positions, including accrued interest
Years Ended December 31,
2019
2018
2017
$
81,459 $
80,360 $
162,639
12,657
24,608
118,724
(2,216)
(98)
(36,602)
(38,916)
(1,338)
13,663
25,001
119,024
34,636
3,627
(4,896)
33,367
3,915
14,301
17,382
194,322
(38,416)
(2,436)
(7,813)
(48,665)
5,084
Income tax expense
$
78,470 $
156,306 $
150,741
A reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows:
(In thousands)
U.S. federal statutory income tax rate
State and local income taxes, net of federal benefit
Effect of foreign operations
Effect of rate changes on deferred taxes (a)
Transition tax, net of foreign taxes deemed paid
Nontaxable income attributable to noncontrolling interests
Changes in the valuation allowance (b)
Domestic production activity deduction
Tax expense relating to uncertain tax positions, including accrued interest, net of deferred tax
benefits
Deferral of investment tax credit benefit (c)
Other
Effective income tax rate
Years Ended December 31,
2019
2018
2017
21 %
21 %
35 %
2
2
—
—
(1)
(4)
—
—
(2)
(2)
16 %
2
—
(2)
—
(1)
3
—
—
2
(1)
(11)
2
(1)
—
(3)
1
2
25 %
—
24 %
(a) The benefits related to effects of rate changes in the years ended December 31, 2018 and 2017, primarily relate to the one-time impact of the change
in the corporate tax rate on deferred tax assets and liabilities as enacted by the Tax Cuts and Jobs Act (enacted December 22, 2017) and the one-time rate
change on deferred tax assets and liabilities that resulted from the extension of certain television production cost deductions included in the Bipartisan Budget
Act of 2018 (enacted February 9, 2018) and return to provision adjustments.
(b) In the year ended December 31, 2019, the decrease in valuation allowance relates primarily to the expected utilization of foreign net operating loss
carryforwards resulting from the reorganization of intellectual property amongst the Company’s international subsidiaries. In the year ended December 31,
2018, the increase in valuation allowance relates primarily to a change in judgement related to U.S. foreign tax credits.
(c) In the year ended December 31, 2019, the deferral of investment tax credit benefit relates to the income tax benefit recognized from investment tax
credits recorded using the deferral method of accounting.
F-35
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The tax effects of temporary differences that give rise to significant components of deferred tax assets or liabilities at December 31, 2019 and 2018 are as
follows:
(In thousands)
Deferred Tax Asset (Liability)
NOLs and tax credit carry forwards
Compensation and benefit plans
Allowance for doubtful accounts
Fixed assets and intangible assets
Accrued interest expense
Other liabilities
Deferred tax asset
Valuation allowance
Net deferred tax asset
Prepaid liabilities
Fixed assets and intangible assets
Investments in partnerships
Other assets
Deferred tax liability
Total net deferred tax liability
December 31,
2019
2018
$
103,407 $
27,835
428
37,893
7,202
27,276
204,041
(59,584)
144,457
(530)
(93,300)
(105,062)
(30,931)
(229,823)
$
(85,366) $
123,487
29,294
981
24,150
8,832
24,594
211,338
(95,185)
116,153
(514)
(90,960)
(121,156)
(29,694)
(242,324)
(126,171)
At December 31, 2019, the Company had investment tax credit carry forwards of approximately $33.7 million, expiring on various dates from 2031
through 2034 and foreign tax credit carry forwards of approximately $28.9 million, expiring on various dates from 2020 through 2029, which have been
reduced by a valuation allowance of $28.1 million as it is more likely than not that these carry forwards will not be realized. The Company had net operating
loss carry forwards of approximately $466.7 million, related primarily to federal and state net operating losses acquired as a result of the purchase of the
outstanding shares of RLJE of approximately $158.5 million and to net operating loss carryforwards of our foreign subsidiaries. The deferred tax asset related
to the federal and state net operating loss carryforward of approximately $27.8 million has expiration dates ranging from 2022 through 2037 and has been
reduced by a valuation allowance of approximately $9.9 million that was recorded through goodwill as part of purchase accounting. Although the foreign net
operating loss carry forward periods range from 5 years to unlimited, the related deferred tax assets of approximately $45.2 million for these carry forwards
have been reduced by a valuation allowance of approximately $20.2 million as it is more likely than not that these carry forwards will not be realized. The
remainder of the valuation allowance at December 31, 2019 relates primarily to deferred tax assets attributable to temporary differences of certain foreign
subsidiaries for which it is more likely than not that these deferred tax assets will not be realized.
For the year ended December 31, 2019, $1.3 million relating to amortization of tax deductible second component goodwill was realized as a reduction in
tax liability (as determined on a 'with-and-without' approach).
At December 31, 2019, the liability for uncertain tax positions was $18.6 million, excluding the related accrued interest liability of $4.6 million and
deferred tax assets of $4.1 million. All of such unrecognized tax benefits, if recognized, would reduce the Company's income tax expense and effective tax
rate.
F-36
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A reconciliation of the beginning to ending amount of the liability for uncertain tax positions (excluding related accrued interest and deferred tax
benefit) is as follows:
(In thousands)
Balance at December 31, 2018
Increases related to current year tax positions
Increases related to prior year tax positions
Decreases related to prior year tax positions
Decreases due to settlements/payments
Decreases due to lapse of statute
Balance at December 31, 2019
$
$
23,169
2,043
4,880
(6,324)
(4,809)
(371)
18,588
Interest expense (net of the related deferred tax benefit) of $1.0 million was recognized during the year ended December 31, 2019 and is included in
income tax expense in the consolidated statement of income. At December 31, 2019 and 2018, the liability for uncertain tax positions and related accrued
interest noted above are included in other liabilities in the consolidated balance sheets.
The Company is currently being audited by the State and City of New York and various other states or jurisdictions, with most of the periods under
examination relating to tax years 2013 and forward.
Note 17. Commitments and Contingencies
Commitments
(In thousands)
Purchase obligations (1)
Total
Payments due by period
Total
Year 1
933,444 $
291,108 $
Years
2 - 3
178,419 $
Years
4 - 5
More than
5 years
51,202 $
412,715
933,444 $
291,108 $
178,419 $
51,202 $
412,715
$
$
(1) Purchase obligations consist primarily of program rights obligations, participations, residuals, and transmission and marketing commitments.
Legal Matters
On December 17, 2013, Frank Darabont ("Darabont"), Ferenc, Inc., Darkwoods Productions, Inc., and Creative Artists Agency, LLC (together, the
"2013 Plaintiffs"), filed a complaint in New York Supreme Court in connection with Darabont's rendering services as a writer, director and producer of the
television series entitled The Walking Dead and the agreement between the parties related thereto. The Plaintiffs asserted claims for breach of contract, breach
of the covenant of good faith and fair dealing, for an accounting and for declaratory relief. On August 19, 2015, Plaintiffs filed their First Amended
Complaint (the "Amended Complaint"), in which they retracted their claims for wrongful termination and failure to apply production tax credits in calculating
Plaintiffs' contingent compensation. Plaintiffs also added a claim that Darabont is entitled to a larger share, on a percentage basis, of contingent compensation
than he is currently being accorded. On September 26, 2016, Plaintiffs filed their note of issue and certificate of readiness for trial, which included a claim for
damages of no less than $280 million. The parties each filed motions for summary judgment. Oral arguments of the summary judgment motions took place on
September 15, 2017. On April 19, 2018, the Court granted the Company’s motion for leave to submit supplemental summary judgment briefing. A hearing on
the supplemental summary judgment submissions was held on June 13, 2018. On December 10, 2018, the Court denied Plaintiffs' motion for partial summary
judgment and granted in part Defendants' motion for summary judgment, dismissing four of Plaintiffs' causes of action. The Company believes that the
remaining claims are without merit, denies the allegations and continues to defend the case vigorously. At this time, no determination can be made as to the
ultimate outcome of this litigation or the potential liability, if any, on the part of the Company.
On January 18, 2018, the 2013 Plaintiffs filed a second action in New York Supreme Court in connection with Darabont’s services on The Walking
Dead television series and agreements between the parties related thereto. The claims in the action allegedly arise from Plaintiffs' audit of their participation
statements covering the accounting period from inception of The Walking Dead through September 30, 2014. Plaintiffs seek no less than $20 million in
damages on claims for breach of contract, breach of the covenant of good faith and fair dealing, and declaratory relief. The Company filed an Answer to the
Complaint on April 16, 2018. On August 30, 2018, Plaintiff's filed an Amended Complaint, and on September 19, 2018, the Company answered. The parties
have agreed to consolidate this action for a joint trial with the action Plaintiffs filed in the New York Supreme Court on December 17, 2013. Following the
conclusion of discovery, the Company filed a motion for summary
F-37
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
judgment seeking the dismissal of the second action which is expected to be fully briefed by March 2, 2020. Pending the outcome of the Company’s motion
for summary judgment, the trial is scheduled to begin on June 1, 2020. The Company believes that the asserted claims are without merit, denies the
allegations and will defend the case vigorously. At this time, no determination can be made as to the ultimate outcome of this litigation or the potential
liability, if any, on the part of the Company.
On August 14, 2017, Robert Kirkman, Robert Kirkman, LLC, Glen Mazzara, 44 Strong Productions, Inc., David Alpert, Circle of Confusion
Productions, LLC, New Circle of Confusion Productions, Inc., Gale Anne Hurd, and Valhalla Entertainment, Inc. f/k/a Valhalla Motion Pictures, Inc.
(together, the "California Plaintiffs") filed a complaint in California Superior Court in connection with California Plaintiffs’ rendering of services as writers
and producers of the television series entitled The Walking Dead, as well as Fear the Walking Dead and/or Talking Dead, and the agreements between the
parties related thereto (the "California Action"). The California Plaintiffs asserted that the Company has been improperly underpaying the California Plaintiffs
under their contracts with the Company and they assert claims for breach of contract, breach of the covenant of good faith and fair dealing, inducing breach of
contract, and liability for violation of Cal. Bus. & Prof. Code § 17200. On August 15, 2017, two of the California Plaintiffs, Gale Anne Hurd and David
Alpert (and their associated loan-out companies), along with Charles Eglee and his loan-out company, United Bongo Drum, Inc., filed a complaint in New
York Supreme Court alleging nearly identical claims as the California Action (the "New York Action"). Hurd, Alpert, and Eglee filed the New York Action in
connection with their contract claims involving The Walking Dead because their agreements contained exclusive New York jurisdiction provisions. On
October 23, 2017, the parties stipulated to discontinuing the New York Action without prejudice and consolidating all of the claims in the California Action.
The California Plaintiffs seek compensatory and punitive damages and restitution. The Company filed an Answer on April 30, 2018 and believes that the
asserted claims are without merit and will vigorously defend against them. On August 8, 2019, the judge in the California Action ordered a trial to resolve
certain issues of contract interpretation only. Such trial commenced on February 10, 2020 and is expected to conclude on March 9 and 10, 2020. At this time,
no determination can be made as to the ultimate outcome of this litigation or the potential liability, if any, on the part of the Company.
The Company is party to various lawsuits and claims in the ordinary course of business, including the matters described above. Although the outcome
of these matters cannot be predicted with certainty and while the impact of these matters on the Company's results of operations in any particular subsequent
reporting period could be material, management does not believe that the resolution of these matters will have a material adverse effect on the financial
position of the Company or the ability of the Company to meet its financial obligations as they become due.
Note 18. Redeemable Noncontrolling Interests
In connection with the 2018 acquisition of RLJE, the terms of the operating agreement provide the noncontrolling member with a right to put all of its
noncontrolling interest to a subsidiary of the Company at the greater of the then fair market value or enterprise value of RLJE, in each case pursuant to the
operating agreement and applied to the equity interest. The put option is exercisable following the seventh anniversary of the agreement, or earlier upon a
change of control.
In connection with the 2018 acquisition of Levity, the terms of the operating agreement provide the noncontrolling interest holders with a right to put
50% of their interests to a subsidiary of the Company on the fourth anniversary of the agreement and a right to put all of their interests to the Company on the
sixth anniversary of the agreement. The put rights are at fair market value.
In 2014, the Company, through a wholly-owned subsidiary, acquired 49.9% of the limited liability company interests of New Video Channel America
L.L.C, that owns the cable channel BBC AMERICA. In connection with acquisition, the terms of the agreement provide the BBC with a right to put all of its
50.1% noncontrolling interest to a subsidiary of the Company at the greater of the then fair value or the fair value of the initial equity interest at the closing
date of the agreement. The put option is exercisable on the fifteenth and twenty-fifth anniversary of the joint venture agreement.
Because exercise of these put rights is outside the Company's control, the noncontrolling interest in each entity is presented as redeemable
noncontrolling interest outside of stockholders' equity on the Company's consolidated balance sheet. The activity reflected within redeemable noncontrolling
interests for the years ended December 31, 2019 and 2018 is presented below.
F-38
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands)
December 31, 2017
Net earnings
Distributions
Additions from acquisitions
December 31, 2018
Net earnings
Distributions
Other
December 31, 2019
Redeemable Noncontrolling
Interest
$
$
218,604
15,026
(11,450)
77,378
299,558
22,320
(12,120)
(307)
309,451
Note 19. Equity and Long-Term Incentive Plans
On June 8, 2016, the Company's shareholders approved the AMC Networks Inc. 2016 Employee Stock Plan (the "2016 Employee Stock Plan") and the
AMC Networks Inc. 2016 Executive Cash Incentive Plan (the "2016 Cash Incentive Plan"). On June 5, 2012, the Company's shareholders approved the AMC
Networks Inc. 2011 Stock Plan for Non-Employee Directors (the "2011 Non-Employee Director Plan").
Equity Plans
The 2016 Employee Stock Plan provides for the grants of incentive stock options, non-qualified stock options, stock appreciation rights, restricted
shares, restricted stock units and other equity-based awards (collectively, "awards"). Under the 2016 Employee Stock Plan, the Company may grant awards
for up to 6,000,000 shares of AMC Networks Class A Common Stock (subject to certain adjustments). Equity-based awards granted under the 2016
Employee Stock Plan must be granted with an exercise price of not less than the fair market value of a share of AMC Networks Class A Common Stock on
the date of grant and must expire no later than 10 years from the date of grant. The terms and conditions of awards granted under the 2016 Employee Stock
Plan, including vesting and exercisability, are determined by the Compensation Committee of the Board of Directors ("Compensation Committee") and may
include terms or conditions based upon performance criteria.
Awards issued to employees under the 2016 Employee Stock Plan will settle in shares of the Company's Class A Common Stock (either from treasury
or with newly issued shares), or, at the option of the Compensation Committee, in cash. As of December 31, 2019, there are 1,727,879 share awards available
for future grant under the 2016 Employee Stock Plan. For the purpose of calculating the remaining shares available for issuance under the 2016 Employee
Stock Plan, awards containing performance criteria are excluded based on the maximum potential performance target that can be achieved.
Under the 2011 Non-Employee Director Plan, the Company is authorized to grant non-qualified stock options, restricted stock units, restricted shares,
stock appreciation rights and other equity-based awards. The Company may grant awards for up to 465,000 shares of AMC Networks Class A Common Stock
(subject to certain adjustments). Stock options under the 2011 Non-Employee Director Plan must be granted with an exercise price of not less than the fair
market value of a share of AMC Networks Class A Common Stock on the date of grant and must expire no later than 10 years from the date of grant. The
terms and conditions of awards granted under the 2011 Non-Employee Director Plan, including vesting and exercisability, are determined by the
Compensation Committee. Unless otherwise provided in an applicable award agreement, stock options granted under this plan will be fully vested and
exercisable, and restricted stock units granted under this plan will be fully vested, upon the date of grant and will settle in shares of the Company's Class A
Common Stock (either from treasury or with newly issued shares), or, at the option of the Compensation Committee, in cash, on the first business day after
ninety days from the date the director's service on the Board of Directors ceases or, if earlier, upon the director's death. As of December 31, 2019, there are
121,345 shares available for future grant under the 2011 Non-Employee Director Plan.
F-39
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Restricted Stock Unit Activity
The following table summarizes activity relating to Company employees who held AMC Networks restricted stock units for the year ended
December 31, 2019:
Unvested award balance, December 31, 2017
Granted
Released/Vested
Canceled/Forfeited
Unvested award balance, December 31, 2018
Granted
Released/Vested
Canceled/Forfeited
Unvested award balance, December 31, 2019
Number of
Restricted
Stock Units
Number of
Performance
Restricted
Stock Units
Weighted Average
Fair Value Per
Stock Unit at Date of
Grant
1,120,041
587,471
(531,655)
(294,380)
881,477
371,673
(410,865)
(81,854)
760,431
1,816,147 $
887,807 $
(227,852) $
(91,335) $
2,384,767 $
582,282 $
(519,531) $
(77,617) $
2,369,901 $
62.53
52.76
66.58
59.80
57.49
61.69
60.74
55.85
57.89
All restricted stock units granted vest ratably over a three or four year period.
The target number of PRSUs granted represents the right to receive a corresponding number of shares, subject to adjustment based on the performance
of the Company against target performance criteria for a three year period. The number of shares issuable at the end of the applicable measurement period
ranges from 0% to 200% of the target PRSU award.
The following table summarizes activity relating to Non-employee Directors who held AMC Networks restricted stock units for the year ended
December 31, 2019:
Vested award balance, December 31, 2017
Granted
Released/Vested
Vested award balance, December 31, 2018
Granted
Released/Vested
Vested award balance, December 31, 2019
Stock Option Award Activity
Number of
Restricted
Stock Units
Weighted Average
Fair Value Per
Stock Unit at Date of
Grant
187,446 $
32,210 $
— $
219,656 $
34,678 $
(4,566) $
249,768 $
53.20
61.38
—
54.40
54.42
55.90
54.38
The following table summarizes activity relating to employees of the Company who held unvested AMC Networks stock options for the year ended
December 31, 2019:
Balance, December 31, 2017
Exercised
Balance, December 31, 2018
Exercised
Balance, December 31, 2019
Options exercisable at December 31, 2019
Options expected to vest in the future
Shares Under
Option
Time
Vesting
Options
Weighted
Average
Exercise Price
Per Share
Weighted
Average
Contractual
Term
(in years)
Aggregate
Intrinsic
Value(a)
388,385 $
(89,462) $
298,923 $
(95,962)
202,961 $
202,961 $
— $
48.26
—
48.26
48.26
48.26
—
8.79 $
2,260
7.79 $
1,979
6.79 $
6.79 $
— $
—
—
—
F-40
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(a) The aggregate intrinsic value is calculated as the difference between (i) the exercise price of the underlying award and (ii) the quoted price of AMC
Networks Class A Common Stock on the reporting date, as indicated.
Share-based Compensation Expense
The Company recorded share-based compensation expense of $64.1 million, $61.0 million and $53.5 million, reduced for forfeitures, for the years
ended December 31, 2019, 2018 and 2017, respectively. Forfeitures are estimated based on historical experience. To the extent actual results of forfeitures
differ from those estimates, such amounts are recorded as an adjustment in the period the estimates are revised.
Share-based compensation expense is recognized in the consolidated statements of income as part of selling, general and administrative expenses. As of
December 31, 2019, there was $70.7 million of total unrecognized share-based compensation costs related to Company employees who held unvested AMC
Networks restricted stock units and options. The unrecognized compensation cost is expected to be recognized over a weighted-average remaining period of
approximately 1.93 years. There were no costs related to share-based compensation that were capitalized.
The Company receives income tax deductions related to restricted stock units, stock options or other equity awards granted to its employees by the
Company. The Company uses the 'with-and-without' approach to determine the recognition and measurement of excess tax benefits and deficiencies.
Cash flows resulting from excess tax benefits and deficiencies are classified along with other income tax cash flows as an operating activity. Excess tax
benefits are realized tax benefits from tax deductions for options exercised and restricted shares issued, in excess of the deferred tax asset attributable to stock
compensation costs for such awards. Excess tax deficiencies are realized deficiencies from tax deductions being less than the deferred tax asset. Excess tax
benefits of $0.1 million were recorded for the year ended December 31, 2019 and excess tax deficiencies of $2.0 million, and $2.2 million were recorded for
the years ended December 31, 2018 and 2017, respectively.
Long-Term Incentive Plans
Under the terms of the 2016 Cash Incentive Plan, the Company is authorized to grant a cash or equity based award to certain employees. The terms and
conditions of such awards are determined by the Compensation Committee of the Company's Board of Directors, may include the achievement of certain
performance criteria and may extend for a period not to exceed ten years. Beginning in 2016, the Company has granted long-term incentive awards in the
form of PRSUs whereas cash awards were issued in prior years.
In connection with the long-term incentive awards outstanding, the Company recorded expense of $1.3 million and $7.5 million for the years ended
December 31, 2018 and 2017 respectively.
Note 20. Benefit Plans
Certain employees of the Company participate in the AMC Networks 401(k) Savings Plan (the "401(k) Plan"), a qualified defined contribution plan,
and the AMC Networks Excess Savings Plan (the "Excess Savings Plan"), a non-qualified deferred compensation plan. Under the 401(k) Plan, participating
Company employees may contribute into their plan accounts a percentage of their eligible pay on a before-tax basis as well as a percentage of their eligible
pay on an after-tax basis. The Company makes matching contributions on behalf of participating employees in accordance with the terms of the 401(k) Plan.
In addition to the matching contribution, the Company may make a discretionary year-end contribution to employee 401(k) Plan and Excess Savings Plan
accounts, subject to certain conditions.
Total expense related to all benefit plans was $8.3 million, $5.9 million and $9.1 million for the years ended December 31, 2019, 2018 and 2017,
respectively. The Company does not provide postretirement benefits for any of its employees.
Note 21. Related Party Transactions
On June 30, 2011, Cablevision spun off the Company (the "Distribution") and the Company became an independent public company. At the time of the
Distribution, both Cablevision and AMC Networks were controlled by Charles F. Dolan, certain members of his immediate family and certain family related
entities (collectively the "Dolan Family").
F-41
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Members of the Dolan Family, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, including trusts for the benefit of the
Dolan Family, collectively beneficially own all of the Company's outstanding Class B Common Stock and own approximately 2% of the Company's
outstanding Class A Common Stock. Such shares of the Company's Class A Common Stock and Class B Common Stock, collectively, represent
approximately 73% of the aggregate voting power of the Company's outstanding common stock. Members of the Dolan Family are also the controlling
stockholders of The Madison Square Garden Company ("MSG") and MSG Networks Inc. ("MSG Networks").
The Company provides services to and receives services from MSG and MSG Networks.
Revenues, net
AMC Networks Broadcasting & Technology has entered into agreements with MSG Networks to provide various transponder, technical and support
services through 2020. Revenues, net from related parties amounted to $4.8 million, $5.6 million and $6.2 million for the years ended December 31, 2019,
2018 and 2017, respectively.
Selling, General and Administrative
Amounts charged to the Company, included in selling, general and administrative expenses, pursuant to a transition services agreement and for other
transactions with its related parties amounted to $1.0 million, $1.6 million and $1.5 million for the years ended December 31, 2019, 2018 and 2017,
respectively.
In 2016, AMC Networks entered into an arrangement with the Dolan Family Office, LLC ("DFO"), MSG and MSG Networks providing for the sharing
of certain expenses associated with executive office space which will be available to Charles F. Dolan (the Executive Chairman and a director of the
Company and a director of MSG and MSG Networks), James L. Dolan (the Executive Chairman and a director of MSG and MSG Networks and a director of
the Company), and the DFO which is controlled by Charles F. Dolan. The Company's share of initial set-up costs and office expenses is not material.
Note 22. Cash Flows
During 2019, 2018 and 2017, the Company's non-cash investing and financing activities and other supplemental data were as follows:
(In thousands)
Non-Cash Investing and Financing Activities:
Treasury stock not yet settled
Exercise of RLJE Warrants
Capital expenditures incurred but not yet paid
Supplemental Data:
Cash interest paid
Income taxes paid, net
Years Ended December 31,
2019
2018
2017
—
—
6,270
151,501
139,994
985
20,086
5,081
147,710
138,433
995
5,001
5,889
110,650
219,425
Note 23. Accumulated Other Comprehensive Loss
The following table details the components of accumulated other comprehensive loss:
(In thousands)
Beginning Balance
Net current-period other comprehensive (loss), before income
taxes
Income tax expense (benefit)
Net current-period other comprehensive (loss), net of income
taxes
Ending Balance
Year Ended December 31, 2019
Currency Translation
Adjustment
Gains (Losses) on
Cash Flow Hedges
Gains (Losses) on
Available for Sale
Investments
Accumulated Other
Comprehensive Loss
$
$
(159,920) $
(274) $
— $
(160,194)
(6,272)
(11)
(6,283)
(166,203) $
(1,609)
375
(1,234)
(1,508) $
—
—
—
— $
(7,881)
364
(7,517)
(167,711)
F-42
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands)
Beginning Balance
Other comprehensive income before reclassifications
Amounts reclassified from accumulated other comprehensive
loss (a)
Net current-period other comprehensive income (loss), before
income taxes
Income tax expense (benefit)
Net current-period other comprehensive income (loss), net of
income taxes
Cumulative effect of adoption of accounting standard (a)
Year Ended December 31, 2018
Currency Translation
Adjustment
Gains (Losses) on
Cash Flow Hedges
Gains (Losses) on
Available for Sale
Investments
Accumulated Other
Comprehensive Loss
$
(118,166) $
369 $
3,411
(41,716)
—
(41,716)
(38)
(41,754)
—
(356)
(370)
(726)
83
(643)
—
—
—
—
—
—
(3,411)
(114,386)
(42,072)
(370)
(42,442)
45
(42,397)
(3,411)
Ending Balance
$
(159,920) $
(274) $
— $
(160,194)
(a) Effective January 1, 2018, upon adoption of ASU 2016-01, unrealized gains and losses on equity investments with readily determinable fair values are
recorded in miscellaneous expense, net. The Company recorded a transition adjustment to reclassify prior period amounts in other comprehensive
income to retained earnings.
Amounts reclassified to net earnings for gains and losses on cash flow hedges designated as hedging instruments are included in interest expense in the
consolidated statements of income.
Note 24. Segment Information
The Company classifies its operations into two operating segments: National Networks and International and Other. These operating segments represent
strategic business units that are managed separately.
The Company generally allocates all corporate overhead costs within operating expenses to the Company's two operating segments based upon their
proportionate estimated usage of services, including such costs as executive salaries and benefits, costs of maintaining corporate headquarters, facilities and
common support functions (such as human resources, legal, finance, strategic planning and information technology) as well as sales support functions and
creative and production services.
The Company evaluates segment performance based on several factors, of which the primary financial measure is operating segment adjusted operating
income ("AOI"), a non-GAAP measure. The Company defines AOI as operating income (loss) before depreciation and amortization, share-based
compensation expense or benefit, impairment and related charges (including gains or losses on sales or dispositions of businesses), restructuring and other
related charges and including the Company’s proportionate share of adjusted operating income (loss) from majority-owned equity method investees. The
Company has presented the components that reconcile adjusted operating income to operating income, an accepted GAAP measure, and other information as
to the continuing operations of the Company's operating segments below.
F-43
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands)
Revenues, net
Advertising
Distribution
Consolidated revenues, net
Operating income (loss)
Share-based compensation expense
Depreciation and amortization
Impairment and related charges
Restructuring and other related charges
Majority-owned equity investees AOI
Adjusted operating income
Capital expenditures
(In thousands)
Revenues, net
Advertising
Distribution
Consolidated revenues, net
Operating income (loss)
Share-based compensation expense
Depreciation and amortization
Impairment and related charges
Restructuring and other related charges
Majority-owned equity investees AOI
Adjusted operating income
Capital expenditures
(In thousands)
Revenues, net
Advertising
Distribution
Consolidated revenues, net
Operating income (loss)
Share-based compensation expense
Depreciation and amortization
Impairment and related charges
Restructuring and other related charges
Adjusted operating income
Capital expenditures
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Year Ended December 31, 2019
National
Networks
International
and Other
Inter-segment
eliminations
Consolidated
904,253 $
1,464,791
89,659 $
644,484
(79) $
(42,787)
2,369,044 $
734,143 $
(42,866) $
804,422 $
(170,039) $
(9,106) $
52,977
32,674
—
13,453
—
11,156
68,424
106,603
28,084
5,965
—
—
—
(623)
—
903,526 $
36,199 $
50,193 $
55,405 $
(9,729) $
— $
993,833
2,066,488
3,060,321
625,277
64,133
101,098
106,603
40,914
5,965
943,990
91,604
Year Ended December 31, 2018
National
Networks
International
and Other
Inter-segment
eliminations
Consolidated
944,675 $
1,468,650
91,404 $
506,902
— $
(39,702)
2,413,325 $
598,306 $
(39,702) $
1,036,079
1,935,850
2,971,929
825,770 $
(93,326) $
(5,535) $
726,909
48,621
33,728
—
17,160
—
925,279 $
16,316 $
12,358
57,553
4,486
35,189
3,043 $
19,303 $
73,486 $
—
—
—
(6,502)
—
(12,037) $
— $
60,979
91,281
4,486
45,847
3,043
932,545
89,802
Year Ended December 31, 2017
National
Networks
International
and Other
Inter-segment
eliminations
Consolidated
959,551 $
1,408,064
89,894 $
367,288
— $
(19,106)
2,367,615 $
457,182 $
(19,106) $
1,049,445
1,756,246
2,805,691
817,566 $
(88,894) $
(6,313) $
722,359
9,848
60,936
28,148
6,181
16,219 $
54,716 $
—
—
—
—
(6,313) $
— $
53,545
94,638
28,148
6,128
904,818
80,049
43,697
33,702
—
(53)
894,912 $
25,333 $
F-44
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Inter-segment eliminations are primarily licensing revenues recognized between the National Networks and International and Other segments as well as
revenues recognized by AMC Networks Broadcasting & Technology for transmission revenues recognized from the International and Other operating
segment.
(In thousands)
Inter-segment revenues
National Networks
International and Other
Years Ended December 31,
2019
2018
2017
$
$
(32,762) $
(10,104)
(42,866) $
(33,600) $
(6,102)
(39,702) $
(17,634)
(1,472)
(19,106)
One customer within the National Networks segment accounted for approximately 10% revenues, net for the years ended December 31, 2019 and 2018,
respectively, and 11% of consolidated revenues, net for the year ended December 31, 2017.
The table below summarizes revenue based on customer location:
(In thousands)
Revenue
United States
Europe
Other
Years Ended December 31,
2019
2018
2017
$
$
2,511,686 $
2,389,624 $
382,888
165,747
394,235
188,070
3,060,321 $
2,971,929 $
2,244,057
369,815
191,819
2,805,691
The table below summarizes property and equipment based on asset location:
(In thousands)
Property and equipment, net
United States
Europe
Other
Years Ended December 31,
2019
2018
$
$
244,175 $
25,925
13,652
283,752 $
202,833
27,218
16,211
246,262
Note 25. Condensed Consolidating Financial Statements
Debt of AMC Networks includes $600.0 million of 4.75% Notes due December 2022 and $1.0 billion of 5.00% Notes due April 2024 and $800.0
million of 4.75% Notes due August 2025. All outstanding senior notes issued by AMC Networks are guaranteed on a senior unsecured basis by certain of its
existing and future domestic restricted subsidiaries (the "Guarantor Subsidiaries"). All Guarantor Subsidiaries are owned 100% by AMC Networks. The
outstanding notes are fully and unconditionally guaranteed by the Guarantor Subsidiaries on a joint and several basis.
Set forth below are condensed consolidating financial statements presenting the financial position, results of operations, comprehensive income, and
cash flows of (i) the Parent Company, (ii) the Guarantor Subsidiaries on a combined basis (as such guarantees are joint and several), (iii) the direct and
indirect non-guarantor subsidiaries of the Parent Company (the "Non-Guarantor Subsidiaries") on a combined basis and (iv) reclassifications and eliminations
necessary to arrive at the information for the Company on a consolidated basis.
Basis of Presentation
In presenting the condensed consolidating financial statements, the equity method of accounting has been applied to (i) the Parent Company's interests
in the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries, and (ii) the Guarantor Subsidiaries' interests in the Non-Guarantor Subsidiaries, even
though all such subsidiaries meet the requirements to be consolidated under GAAP. All intercompany balances and transactions between the Parent Company,
the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries have been eliminated, as shown in the column "Eliminations."
F-45
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The accounting basis in all subsidiaries, including goodwill and identified intangible assets, have been allocated to the applicable subsidiaries.
Condensed Consolidating Balance Sheet
December 31, 2019
(In thousands)
Current Assets:
ASSETS
Cash and cash equivalents
Accounts receivable, trade (including amounts due from
related parties, net,
less allowance for doubtful accounts)
Current portion of program rights, net
Prepaid expenses, other current assets and intercompany receivable
Total current assets
Property and equipment, net
Investment in affiliates
Program rights, net
Long-term intercompany notes receivable
Operating lease right-of-use assets
Intangible assets, net
Goodwill
Deferred tax asset, net
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable
Accrued liabilities and intercompany payable
Current portion of program rights obligations
Deferred revenue
Current portion of long-term debt
Current portion of capital lease obligations
Total current liabilities
Program rights obligations
Long-term debt, net
Capital lease obligations
Deferred tax liability, net
Other liabilities and intercompany notes payable
Total liabilities
Commitments and contingencies
Redeemable noncontrolling interests
Stockholders' equity:
AMC Networks stockholders' equity
Non-redeemable noncontrolling interests
Total stockholders' equity
Total liabilities and stockholders' equity
Parent Company
Guarantor
Subsidiaries
Non- Guarantor
Subsidiaries
Eliminations
Consolidated
$
169 $
574,771 $
241,230 $
— $
816,170
—
—
30,359
30,528
—
3,910,121
—
—
94,263
—
—
(66)
46,330
588,715
270,909
257,022
1,691,417
217,971
1,612,507
800,294
—
19,000
151,538
63,954
—
179,601
268,428
156,385
(8,359)
657,684
65,781
—
238,985
28
56,793
372,993
638,026
51,611
268,908
—
(670)
(48,662)
(49,332)
—
(5,522,628)
(1,219)
(28)
—
—
—
—
1,626
4,081,176 $
4,736,282 $
2,350,809 $
(5,571,581) $
49 $
29,770
—
—
56,250
14,012
100,081
—
3,039,979
115,243
134,899
25,193
3,415,395
31,103 $
152,680
241,673
37,775
—
6,796
470,027
223,775
—
18,131
—
119,418
831,351
63,154 $
117,426
63,019
26,409
—
13,151
283,159
16,038
—
77,673
2,012
19,055
397,937
— $
(48,662)
—
(263)
—
—
(48,925)
—
—
—
—
(28)
(48,953)
857,143
426,624
230,360
2,330,297
283,752
—
1,038,060
—
170,056
524,531
701,980
51,545
496,465
5,596,686
94,306
251,214
304,692
63,921
56,250
33,959
804,342
239,813
3,039,979
211,047
136,911
163,638
4,595,730
$
$
—
(5,190)
314,641
—
309,451
665,781
—
665,781
3,910,121
—
3,910,121
1,612,507
25,724
1,638,231
(5,522,628)
—
(5,522,628)
665,781
25,724
691,505
$
4,081,176 $
4,736,282 $
2,350,809 $
(5,571,581) $
5,596,686
F-46
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Condensed Consolidating Balance Sheet
December 31, 2018
(In thousands)
Current Assets:
ASSETS
Cash and cash equivalents
Accounts receivable, trade (including amounts due from
related parties, net,
less allowance for doubtful accounts)
Current portion of program rights, net
Prepaid expenses, other current assets and intercompany receivable
Total current assets
Property and equipment, net
Investment in affiliates
Program rights, net
Long-term intercompany notes receivable
Intangible assets, net
Goodwill
Deferred tax asset, net
Other assets
Total assets
Current Liabilities:
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable
Accrued liabilities and intercompany payable
Current portion of program rights obligations
Deferred revenue
Current portion of long-term debt
Current portion of capital lease obligations
Total current liabilities
Program rights obligations
Long-term debt, net
Capital lease obligations
Deferred tax liability, net
Other liabilities and intercompany notes payable
Total liabilities
Commitments and contingencies
Redeemable noncontrolling interests
Stockholders' deficiency:
AMC Networks stockholders' equity
Non-redeemable noncontrolling interests
Total stockholders' equity
Total liabilities and stockholders' equity
Parent Company
Guarantor
Subsidiaries
Non- Guarantor
Subsidiaries
Eliminations
Consolidated
$
121
$
368,151
$
186,614
$
— $
554,886
$
$
16
—
6,543
6,680
—
3,656,003
—
—
—
—
—
—
600,121
292,002
158,936
1,419,210
175,040
1,655,083
969,802
—
161,417
65,282
—
165,717
235,840
148,955
23,549
594,958
71,222
—
245,862
190
417,490
732,755
19,272
292,906
—
(218)
(57,219)
(57,437)
—
(5,311,086)
(1,613)
(190)
—
—
—
—
3,662,683
$
4,611,551
$
2,374,655
$
(5,370,326) $
$
—
35,189
—
—
18,750
—
53,939
—
3,088,221
—
140,474
63,369
3,346,003
$
34,630
173,836
259,414
34,608
—
2,941
505,429
349,814
—
1,420
—
98,885
955,548
72,436
114,943
84,175
20,816
2,584
2,149
297,103
23,435
—
20,007
4,969
45,972
391,486
$
— $
(59,050)
—
—
—
—
(59,050)
—
—
—
—
(190)
(59,240)
835,977
440,739
131,809
1,963,411
246,262
—
1,214,051
—
578,907
798,037
19,272
458,623
5,278,563
107,066
264,918
343,589
55,424
21,334
5,090
797,421
373,249
3,088,221
21,427
145,443
208,036
4,633,797
—
—
299,558
—
299,558
316,680
—
316,680
3,656,003
—
3,656,003
1,655,083
28,528
1,683,611
(5,311,086)
—
(5,311,086)
316,680
28,528
345,208
$
3,662,683
$
4,611,551
$
2,374,655
$
(5,370,326) $
5,278,563
F-47
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands)
Revenues, net
Operating expenses:
Condensed Consolidating Statement of Income
Year Ended December 31, 2019
Guarantor
Subsidiaries
Parent Company
Non- Guarantor
Subsidiaries
Eliminations
Consolidated
$
— $
2,122,212 $
954,534 $
(16,425) $
3,060,321
Technical and operating (excluding depreciation and amortization)
Selling, general and administrative
Depreciation and amortization
Impairment and related charges
Restructuring and other related charges
Total operating expenses
Operating income
Other income (expense):
Interest expense, net
Share of affiliates' income (loss)
Miscellaneous, net
Total other income (expense)
Income from operations before income taxes
Income tax expense
Net income including noncontrolling interests
Net income attributable to noncontrolling interests
Net income attributable to AMC Networks' stockholders
—
19
—
—
—
19
(19)
(154,718)
623,278
(525)
468,035
468,016
(87,531)
380,485
—
939,507
429,732
49,794
—
35,507
1,454,540
667,672
14,078
(49,205)
749
(34,378)
633,294
(10,016)
623,278
—
572,733
260,433
51,304
106,603
5,407
996,480
(41,946)
7,549
—
(6,654)
895
(41,051)
19,077
(21,974)
(27,230)
(5,255)
(10,740)
—
—
—
(15,995)
(430)
—
(574,073)
430
(573,643)
(574,073)
—
(574,073)
—
$
380,485 $
623,278 $
(49,204) $
(574,073) $
1,506,985
679,444
101,098
106,603
40,914
2,435,044
625,277
(133,091)
—
(6,000)
(139,091)
486,186
(78,470)
407,716
(27,230)
380,486
(In thousands)
Revenues, net
Operating expenses:
Condensed Consolidating Statement of Income
Year Ended December 31, 2018
Guarantor
Subsidiaries
Parent Company
Non- Guarantor
Subsidiaries
Eliminations
Consolidated
$
— $
2,166,686 $
820,532 $
(15,289) $
2,971,929
Technical and operating (excluding depreciation and amortization)
Selling, general and administrative
Depreciation and amortization
Impairment and related charges
Restructuring and other related charges
Total operating expenses
Operating income
Other income (expense):
Interest expense, net
Share of affiliates' income (loss)
Miscellaneous, net
Total other income (expense)
Income from operations before income taxes
Income tax (expense) benefit
Net income including noncontrolling interests
Net income attributable to noncontrolling interests
Net income attributable to AMC Networks' stockholders
—
—
—
—
—
—
—
(151,751)
734,472
(151)
582,570
582,570
(136,383)
446,187
—
956,272
450,880
45,204
—
29,277
1,481,633
685,053
28,460
32,874
(1,876)
59,458
744,511
(10,039)
734,472
—
493,751
216,608
46,077
4,486
16,570
777,492
43,040
(12,522)
—
30,020
17,498
60,538
(9,884)
50,654
(17,780)
(4,074)
(10,031)
—
—
(14,105)
(1,184)
—
(767,346)
1,184
(766,162)
(767,346)
—
(767,346)
—
$
446,187 $
734,472 $
32,874 $
(767,346) $
1,445,949
657,457
91,281
4,486
45,847
2,245,020
726,909
(135,813)
—
29,177
(106,636)
620,273
(156,306)
463,967
(17,780)
446,187
F-48
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands)
Net income including noncontrolling interest
Other comprehensive income (loss):
Condensed Consolidating Statement of Comprehensive Income
Year Ended December 31, 2019
Guarantor
Subsidiaries
Parent Company
Non- Guarantor
Subsidiaries
Eliminations
Consolidated
$
380,485 $
623,278 $
(21,974) $
(574,073) $
407,716
Foreign currency translation adjustment
Unrealized loss on interest rate swaps
Amounts reclassified from accumulated other comprehensive loss
Other comprehensive (loss) income, before income taxes
Income tax expense
Other comprehensive (loss) income, net of income taxes
Comprehensive income (loss)
Comprehensive income attributable to noncontrolling interests
(6,272)
(1,609)
—
(7,881)
364
(7,517)
372,968
—
—
—
—
—
—
—
623,278
—
(6,272)
—
—
(6,272)
—
(6,272)
(28,246)
(27,078)
6,272
—
—
6,272
—
6,272
(567,801)
—
Comprehensive income (loss) attributable to AMC Networks' stockholders
$
372,968 $
623,278 $
(55,324) $
(567,801) $
(6,272)
(1,609)
—
(7,881)
364
(7,517)
400,199
(27,078)
373,121
Condensed Consolidating Statement of Comprehensive Income
(In thousands)
Net income (loss) including noncontrolling interest
Other comprehensive income (loss):
Foreign currency translation adjustment
Unrealized loss on interest rate swaps
Unrealized gain on available for sale securities
Amounts reclassified from accumulated other comprehensive loss
Other comprehensive income, before income taxes
Income tax expense
Other comprehensive income, net of income taxes
Comprehensive income
Comprehensive income attributable to noncontrolling interests
Year Ended December 31, 2018
Guarantor
Subsidiaries
Parent Company
Non- Guarantor
Subsidiaries
Eliminations
Consolidated
$
446,187 $
734,472 $
50,654 $
(767,346) $
463,967
(41,716)
(356)
—
(370)
(42,442)
45
(42,397)
403,790
—
—
—
—
—
—
—
—
734,472
—
(41,716)
—
—
—
(41,716)
—
(41,716)
8,938
(16,044)
41,716
—
—
—
41,716
—
41,716
(725,630)
—
(41,716)
(356)
—
(370)
(42,442)
45
(42,397)
421,570
(16,044)
405,526
Comprehensive income attributable to AMC Networks' stockholders
$
403,790 $
734,472 $
(7,106) $
(725,630) $
F-49
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands)
Cash flows from operating activities:
Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2019
Guarantor
Subsidiaries
Parent Company
Non- Guarantor
Subsidiaries
Eliminations
Consolidated
Net cash provided by operating activities
$
365,846
$
69,276
$
639,239
$
(590,613) $
483,748
Cash flows from investing activities:
Capital expenditures
Return of capital from investees
Investments in and loans to investees
(Increase) decrease to investment in affiliates
Net cash (used in) provided by investing activities
Cash flows from financing activities:
Proceeds from the issuance of long-term debt
Principal payments on long-term debt
Deemed repurchases of restricted stock/units
Purchase of treasury stock
Proceeds from stock option exercises
Principal payments on finance lease obligations
Distributions to noncontrolling interest
Net cash used in financing activities
Net (decrease) increase in cash and cash equivalents from operations
Effect of exchange rate changes on cash and cash equivalents
—
—
—
(283,060)
(283,060)
—
(18,750) 0
(23,019)
(70,598)
4,630
—
—
(107,737)
(24,951)
24,999
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
$
121
169
$
(81,486)
1,354
—
15,149
(64,983)
—
— 0
—
—
—
(2,985)
—
(2,985)
1,308
205,312
368,151
(10,118)
4,026
(3,483)
—
(9,575)
1,521
(4,238) 0
1
—
—
(2,130)
(15,558)
(20,404)
609,260
(554,644)
186,614
574,771
$
241,230
$
—
—
—
267,911
267,911
—
—
—
—
—
—
—
—
(322,702)
322,702
—
— $
(91,604)
5,380
(3,483)
—
(89,707)
1,521
(22,988)
(23,018)
(70,598)
4,630
(5,115)
(15,558)
(131,126)
262,915
(1,631)
554,886
816,170
F-50
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands)
Cash flows from operating activities:
Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2018
Guarantor
Subsidiaries
Parent Company
Non- Guarantor
Subsidiaries
Eliminations
Consolidated
Net cash provided by (used in) operating activities
$
503,796 $
1,351,256 $
(476,129) $
(772,376) $
606,547
Cash flows from investing activities:
Capital expenditures
Return of capital from investees
Payments for acquisitions, net of cash acquired
Investments in and loans to investees
(Increase) decrease to investment in affiliates
Net cash (used in) provided by investing activities
Cash flows from financing activities:
Proceeds from the issuance of long-term debt
Deemed repurchases of restricted stock/units
Purchase of treasury stock
Proceeds from stock option exercises
Principal payments on capital lease obligations
Distributions to noncontrolling interest
Net cash used in financing activities
Net increase (decrease) in cash and cash equivalents from operations
Effect of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
—
—
—
(215,862)
(215,862)
289
(16,836)
(283,143)
4,317
—
—
(295,373)
(7,439)
7,240
320
(74,710)
—
(675)
—
(2,646,335)
(2,721,720)
—
—
—
—
(3,000)
—
(3,000)
(1,373,464)
1,350,367
391,248
(15,092)
4,088
(83,714)
(90,081)
1,813,007
1,628,208
—
—
—
—
(1,938)
(14,296)
(16,234)
1,135,845
(1,116,446)
167,215
$
121 $
368,151 $
186,614 $
—
—
—
—
1,049,190
1,049,190
—
—
—
—
—
—
—
276,814
(276,814)
—
— $
(89,802)
4,088
(84,389)
(90,081)
—
(260,184)
289
(16,836)
(283,143)
4,317
(4,938)
(14,296)
(314,607)
31,756
(35,653)
558,783
554,886
F-51
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 26. Interim Financial Information (Unaudited)
The following is a summary of the Company's selected quarterly financial data for the years ended December 31, 2019 and 2018:
(In thousands)
2019:
Revenues, net
Operating expenses
Operating income
Net income including noncontrolling interests
Net income (loss) attributable to AMC Networks'
stockholders
$
$
$
For the three months ended,
March 31, 2019
$
784,221 $
June 30, 2019
772,299 $
September 30, 2019
718,597
December 31,
2019
785,204 $
(539,358)
(602,042)
(550,159)
(743,485)
244,863 $
170,257 $
168,438 $
41,719 $
150,157 $
133,985 $
123,226 $
348 $
2019
3,060,321
(2,435,044)
625,277
407,716
143,397 $
128,743 $
116,923 $
(8,577) $
380,486
Net income per share attributable to AMC Networks' stockholders:
Basic
Diluted
(In thousands)
2018:
Revenues, net
Operating expenses
Operating income
Net income including noncontrolling interests
$
$
$
$
$
2.53 $
2.48 $
2.28 $
2.25 $
2.09 $
2.07 $
(0.15) $
(0.15) $
6.77
6.67
For the three months ended,
March 31, 2018
June 30, 2018
September 30, 2018
December 31, 2018
2018
740,823 $
761,385 $
696,875 $
772,846 $
2,971,929
(507,168)
(569,854)
(532,276)
(635,722)
(2,245,020)
233,655 $
191,531 $
164,599 $
137,124 $
726,909
160,536 $
110,332 $
116,660 $
Net income attributable to AMC Networks' stockholders $
156,870 $
106,181 $
111,257 $
76,439 $
71,879 $
463,967
446,187
Net income per share attributable to AMC Networks' stockholders:
Basic
Diluted
$
$
2.57 $
2.54 $
1.84 $
1.82 $
1.96 $
1.93 $
1.27 $
1.24 $
7.68
7.57
F-52
AMC NETWORKS INC. AND SUBSIDIARIES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(Dollars in thousands)
(In thousands)
Year Ended December 31, 2019
Allowance for doubtful accounts
Year Ended December 31, 2018
Allowance for doubtful accounts
Year Ended December 31, 2017
Allowance for doubtful accounts
Balance at Beginning of
Period
Provision for (Recovery
of) Bad Debt
Deductions/ Write-
Offs and Other Charges,
Net
Balance at
End of Period
$
$
$
10,788 $
12,641 $
(17,696) $
5,733
9,691 $
7,399 $
(6,302) $
10,788
6,064 $
3,567 $
60 $
9,691
S-1
Material Subsidiaries of the Registrant
AMC Networks Inc.
Subsidiary
Jurisdiction of Formation
Percent Owned
Exhibit 21
AMC Network Entertainment LLC
AMC Networks International LLC
Chello Zone Holdings Limited
IFC TV LLC
Rainbow Media Holdings LLC
Rainbow Programming Holdings LLC
SundanceTV LLC
WE tv LLC
New York
Delaware
United Kingdom
Delaware
Delaware
Delaware
Delaware
Delaware
100%
100%
100%
100%
100%
100%
100%
100%
Exhibit 23
Consent of Independent Registered Public Accounting Firm
The Board of Directors
AMC Networks Inc.:
We consent to the incorporation by reference in the registration statements (No. 333-234695) on Form S-3 and (No. 333-214083) on Form S-8 of AMC
Networks Inc. of our reports, dated February 26, 2020, with respect to (i) the consolidated balance sheets of AMC Networks Inc. and subsidiaries (the
Company) as of December 31, 2019 and 2018, and the related consolidated statements of income, comprehensive income, stockholders’ equity (deficiency),
and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes, and the related financial statement Schedule II
referred to in Item 15 (a)(2), and (ii) the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019, which reports
appear in the December 31, 2019 annual report on Form 10‑K of AMC Networks Inc. Our report on the Company’s consolidated financial statements refers to
the Company’s adoption of ASU No. 2016-02, Leases (ASC 842), effective January 1, 2019, and the adoption of ASU No. 2014-09, Revenue from Contracts
with Customers (Topic 606), effective January 1, 2018.
/s/ KPMG LLP
New York, New York
February 26, 2019
Exhibit 31.1
I, Joshua W. Sapan, certify that:
1. I have reviewed this report on Form 10-K of AMC Networks Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
Registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent
fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
Registrant’s auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over
financial reporting.
Date:
2/26/2020
By:
/s/ Joshua W. Sapan
Joshua W. Sapan
President and Chief Executive Officer
Exhibit 31.2
I, Sean S. Sullivan, certify that:
1. I have reviewed this report on Form 10-K of AMC Networks Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
Registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent
fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
Registrant’s auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over
financial reporting.
Date:
2/26/2020
By:
/s/ Sean S. Sullivan
Sean S. Sullivan
Executive Vice President and Chief Financial Officer
Exhibit 32
Pursuant to 18 U.S.C. § 1350, each of the undersigned officers of AMC Networks Inc. ("AMC Networks") hereby certifies, to such officer's
knowledge, that AMC Networks' Annual Report on Form 10-K for the period ended December 31, 2019 (the "Report") fully complies with the requirements
of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and that the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of AMC Networks.
Certifications
Date:
2/26/2020
Date:
2/26/2020
By:
/s/ Joshua W. Sapan
Joshua W. Sapan
President and Chief Executive Officer
By:
/s/ Sean S. Sullivan
Sean S. Sullivan
Executive Vice President and Chief Financial Officer